Archive for June, 2010
CHICAGO, IL — (Marketwire) — 06/09/10 — Rewards Network Inc. (NASDAQ: DINE) announced that it has received non-binding indications of interest from parties potentially interested in pursuing a strategic transaction with the Company. A special committee of independent directors of the Board of Directors of the Company is evaluating these indications of interest and other strategic alternatives. The Company has engaged Harris Williams & Co. to assist in evaluating the indications of interest received to date and to pursue a broader exploration of strategic alternatives in an effort to enhance shareholder value.
About Rewards Network
Rewards Network (NASDAQ: DINE), headquartered in Chicago, IL, operates the leading dining rewards programs in North America by marketing participating restaurants to members of these programs and by providing incentives to members to dine at these restaurants. In addition to operating the dining rewards program of leading airline frequent flyer programs, hotel frequent-stay programs, retailer shopping programs, college savings programs, and other affinity organizations, the Company offers its own dining rewards program, iDine®, at www.idine.com. Thousands of restaurants and other clients benefit from the company’s restaurant marketing efforts, which include millions of email impressions, mobile access to restaurants via iPhone®, BlackBerry® and Android® smartphones and dining Web sites. Rewards Network also provides restaurant ratings and other restaurant business intelligence, as well as the purchase of dining credits from restaurants in the program. In conjunction with major airline frequent flyer programs and other affinity organizations, Rewards Network provides more than three million members with incentives to dine at participating restaurants. These incentives include airline miles, college savings rewards, reward program points and cash back benefits. For additional information about Rewards Network, visit RewardsNetwork.com or call (866) 539-9792.
Safe Harbor Statement
Statements in this release that are not strictly historical are “forward-looking” statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectation or beliefs, and are subject to risks, trends and uncertainties. Actual results, performance or achievements may differ materially from those expressed or implied by the statements herein due to factors that include, but are not limited to, the following: (i) the impact of the economy on dining activity, (ii) the Company’s inability to attract and retain clients, (iii) the Company’s susceptibility to restaurant credit risk and the risk that its allowance for unredeemable dining credits may prove inadequate, (iv) modifications to the Company’s dining credits purchasing policies that lead to an increase in the allowance for unredeemable dining credits, (v) network interruptions, processing interruptions or processing errors, (vi) susceptibility to a changing regulatory environment, (vii) the Company’s dependence upon its relationships with payment card issuers, transaction processors, presenters and aggregators, (viii) the failure of the Company’s security measures, (ix) the Company’s failure to maintain compliance certifications, (x) increased operating costs or loss of members due to privacy concerns of the Company’s program partners, payment card processors and the public, (xi) a security breach that results in a payment card issuer re-issuing a significant number of registered payment cards, (xii) changes to payment card association rules and practices, (xiii) the Company’s dependence on its relationships with airlines and other reward program partners for a significant number of members, (xiv) the concentration of a significant amount of the Company’s rewards currency in one industry group, the airline industry, (xv) the Company’s inability to attract and retain active members, (xvi) the Company’s ability to obtain sufficient cash to operate its business, (xvii) changes in the Company’s programs that affect the rate of rewards, (xviii) the Company’s inability to maintain an adequately-staffed sales force, (xix) the Company’s inability to maintain an appropriate balance between the number of members and the number of participating clients in each market, (xx) changes in the regulatory environment, (xxi) the Company’s minimum purchase obligations and performance requirements, (xxii) class action lawsuits, (xxiii) increasing competition, (xxiv) impairment to goodwill, (xxv) factors causing our operating results to fluctuate over time, and (xxvi) adverse weather conditions affecting dining activity. A more detailed description of the factors that, among others, should be considered in evaluating our outlook can be found in the Company’s annual report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission. The Company undertakes no obligation to, and expressly disclaims any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise, except as required by law.
Jun. 8, 2010 (Business Wire) — Rexahn Pharmaceuticals, Inc. (NYSE Amex:RNN), a clinical stage pharmaceutical company commercializing potential best in class oncology and CNS therapeutics, today announced that it has engaged renowned investment banker Frederick Frank, Vice Chairman of Peter J. Solomon Company (PJSC), as an independent consultant, to advise on a range of corporate activities.
“We are extremely pleased to have Fred on our team to advise the company on building our assets and driving shareholder value. His expertise in global healthcare and 50 years of banking experience focused in biotechnology will be a great asset to the company,” said Dr. Chang Ahn, Chairman and CEO of Rexahn.
Over his distinguished career, Mr. Frederick Frank has provided investment banking services to an extensive number of companies in the pharmaceutical, biotechnology, healthcare services, medical device and nutraceutical industries, and he has been involved in hundreds of financings, strategic alliances and merger and acquisition transactions in the global healthcare industry. Prior to joining PJSC, he held leadership positions at leading global banks, such as Lehman Brothers, Smith, Barney & Co. and Barclays Bank.
“Rexahn is in a great position with a strong pipeline, best-in-class products, and the positive Phase II clinical results of Serdaxin and Zoraxel. I am looking forward to helping the company build value for these assets,” said Mr. Frank.
About Rexahn Pharmaceuticals, Inc.
Rexahn Pharmaceuticals Inc. is a clinical stage pharmaceutical company dedicated to commercializing first-in-class and market leading therapeutics for cancer, Central nervous System (CNS) disorders, sexual dysfunction and other unmet medical needs. Rexahn currently has three drug candidates in Phase II clinical trials, Archexin®, Serdaxin®, and Zoraxel™ – all potential best in class therapeutics – and a pipeline of preclinical compounds in development to treat multiple cancers and CNS disorders. Rexahn also operates key R&D programs of nano-medicines, and 3D-GOLD and TIMES drug discovery platforms. For more information, please visit www.rexahn.com.
Safe Harbor
This press release contains forward-looking statements. Rexahn’s actual results may differ materially from anticipated results, and expectations expressed in these forward-looking statements, as a result of certain risks and uncertainties, including Rexahn’s lack of profitability, and the need for additional capital to operate its business to develop its product candidates; the risk that Rexahn’s development efforts relating to its product candidates may not be successful; the possibility of being unable to obtain regulatory approval of Rexahn’s product candidates; the risk that the results of clinical trials may not be completed on time or support Rexahn’s claims; demand for and market acceptance of Rexahn’s drug candidates; Rexahn’s reliance on third party researchers and manufacturers to develop its product candidates; Rexahn’s ability to develop and obtain protection of its intellectual property; and other risk factors set forth from time to time in our filings with the Securities and Exchange Commission. Rexahn assumes no obligation to update these forward-looking statements.
LAKE FOREST, Ill. , and CUPERTINO, Calif., June 7 /PRNewswire-FirstCall/ — Hospira, Inc. (NYSE: HSP), a global specialty pharmaceutical and medication delivery company, and DURECT Corporation, a specialty pharmaceutical company (Nasdaq: DRRX), today announced that the companies have entered into a licensing agreement to develop and market DURECT’s POSIDUR™ (SABER™-bupivacaine) a long-acting version of the anesthetic bupivacaine currently in Phase III clinical trials. Hospira will co-develop the drug and would have exclusive marketing rights in the United States and Canada following regulatory approval.
Under terms of the agreement, Hospira will make an upfront payment of $27.5 million, with the potential for up to an additional $185 million in performance milestone payments based on the successful development, approval and commercialization of POSIDUR. For the U.S. and Canada, the two companies will jointly direct and equally fund the remaining development costs, while Hospira will have exclusive commercialization rights with sole funding responsibility. In addition, Hospira will pay DURECT a royalty on product sales.
POSIDUR is designed to provide up to 72 hours of anesthetic directly at the site of a surgical wound, with the potential to reduce post-surgical pain and allow earlier patient mobility and hospital discharge. Phase III trials are expected to be completed in 2011. Bupivacaine is a widely used generic anesthetic currently marketed by Hospira as well as other companies.
“This partnership with DURECT provides Hospira with U.S. and Canadian rights to an exciting new product that will bolster our leadership position in acute-care proprietary pharmaceuticals,” said Andrew Robbins, vice president, Corporate Development and Proprietary Pharmaceuticals, Hospira. “POSIDUR is being developed to improve post-surgical recovery, which represents a good fit with our vision of advancing wellness for patients.”
“This collaboration builds on the relationship we’ve had with Hospira for several years as our manufacturer of POSIDUR,” stated James E. Brown, president and chief executive officer of DURECT Corporation. “We believe that POSIDUR has the potential to play a significant role in treating post-surgical pain, reducing the need for systemic narcotic pain relief and associated side effects, as well as costs associated with lengthy hospital stays.”
From a commercial perspective, POSIDUR will be complementary with Precedex™, Hospira’s proprietary sedation agent, which is currently marketed in the hospital through a dedicated acute-care sales force.
About Hospira
Hospira, Inc. is a global specialty pharmaceutical and medication delivery company dedicated to Advancing Wellness™. As the world leader in specialty generic injectable pharmaceuticals, Hospira offers one of the broadest portfolios of generic acute-care and oncology injectables, as well as integrated infusion therapy and medication management solutions. Through its products, Hospira helps improve the safety, cost and productivity of patient care. The company is headquartered in Lake Forest, Ill., and has approximately 13,500 employees. Learn more at www.hospira.com.
About DURECT
DURECT is an emerging specialty pharmaceutical company developing innovative drugs for pain and other chronic diseases, with late-stage development programs including REMOXY®, POSIDUR™, ELADUR™, and TRANSDUR™-Sufentanil. DURECT’s proprietary oral, transdermal and injectable depot delivery technologies may enable new indications and superior clinical/commercial attributes such as abuse deterrence, improved convenience, compliance, efficacy and safety for small molecule and biologic drugs. For more information, please visit www.durect.com.
NOTE: POSIDUR™, SABER™, ORADUR®, TRANSDUR™, and ELADUR™ are trademarks of DURECT Corporation. Other referenced trademarks belong to their respective owners. REMOXY, POSIDUR, ELADUR and TRANSDUR-Sufentanil are drug candidates under development and have not been approved for commercialization by the US Food and Drug Administration or other health authorities.
Forward-Looking Statements
Hospira
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to certain costs and expenses regarding new product development, and other statements regarding Hospira’s goals and strategy. Hospira cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, legal, technological and other factors that may affect Hospira’s operations and may cause actual results to be materially different from expectations include the risks, uncertainties and factors discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Hospira’s latest Annual Report on Form 10-K and subsequent Forms 10-Q filed with the Securities and Exchange Commission, which are incorporated by reference. Hospira undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.
DURECT
The statements in this press release regarding the potential uses and benefits of POSIDUR, the anticipated timing of the completion of the Phase III clinical trial for POSIDUR and potential milestone payments and royalties receivable from Hospira hereunder are forward-looking statements involving risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, DURECT’s and Hospira’s difficulty or failure to obtain approvals from regulatory agencies with respect to its clinical trials and other development activities, or their respective abilities to design, enroll, conduct and complete clinical trials, failure of such clinical trials to produce intended results, failure to achieve the performance milestones or commercial sales that trigger the referenced payments or royalties, possible adverse events associated with the use of POSIDUR, delays and costs due to additional work or other requirements imposed by regulatory agencies for continued development, approval or sale of POSIDUR, our ability to complete the design, development, and manufacturing process development of POSIDUR, and to manufacture, commercialize and obtain marketplace acceptance of POSIDUR, and avoid infringing patents held by other parties and secure and defend patents of our own, and manage and obtain capital to fund our growth, operations and expenses. Further information regarding these and other risks is included in DURECT’s Form 10-Q filed on May 10, 2010 under the heading “Risk Factors.”
CHADDS FORD, Pa., June 8 /PRNewswire-FirstCall/ — Endo Pharmaceuticals (Nasdaq: ENDP) and Penwest Pharmaceuticals (Nasdaq: PPCO) announced today that the companies have settled litigation with Sandoz, Inc. regarding the production and sale of generic formulations of OPANA® ER (oxymorphone hydrochloride) Extended Release tablets.
Under the terms of the settlement, Endo and Penwest have agreed to grant Sandoz a license to sell a generic of OPANA® ER on Sept. 15, 2012. Further terms of the settlement were not disclosed.
About Penwest Pharmaceuticals
Penwest is a drug development company focused on identifying and developing products that address unmet medical needs, primarily for rare disorders of the nervous system. Penwest is currently developing A0001, or a-tocopherolquinone, a coenzyme Q10 analog demonstrated to improve mitochondrial function in-vitro. Penwest is also applying its drug delivery technologies and drug formulation expertise to the formulation of our collaborators’ product candidates under licensing collaborations.
Penwest Forward-Looking Statements
The matters discussed herein contain forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, which may cause the actual results in future periods to be materially different from any future performance suggested herein. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words, “believes,” “anticipates,” “plans,” “expects,” “intends,” “potential,” “appears,” “estimates,” “projects,” “targets,” “may,” “could,” and similar expressions are intended to identify forward-looking statements. Important factors that could cause results to differ materially include the following: the timing of clinical trials, such as the Phase IIa clinical trials referenced above, and risks related to patient enrollment; risks relating to the commercial success of Opana ER, including our reliance on Endo Pharmaceuticals Inc. for the commercial success of Opana ER, risks of generic competition and risks that Opana ER will not generate the revenues anticipated; the need for capital; regulatory risks relating to drugs in development, including the timing and outcome of regulatory submissions and regulatory actions with respect to A0001; whether the results of clinical trials will be indicative of the results of future clinical trials and will warrant further clinical trials, warrant submission of an application for regulatory approval of, or warrant the regulatory approval of, the product that is the subject of the trial; whether the patents and patent applications owned by us will protect the Company’s products and technology; actual and potential competition; and other risks as set forth under the caption Risk Factors in Penwest’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2010, which risk factors are incorporated herein by reference.
The forward-looking statements contained in this press release speak only as of the date of the statements made. Penwest disclaims any intention or obligation to update any forward-looking statements, and these statements should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release.
TIMERx is a registered trademark of Penwest. All other trademarks referenced herein are the property of their respective owners.
About Endo
Endo Pharmaceuticals is a specialty pharmaceutical company engaged in the research, development, sale and marketing of branded and generic prescription pharmaceuticals used to treat and manage pain, prostate cancer and the early onset of puberty in children, or central precocious puberty (CPP). Its products include LIDODERM®, a topical patch to relieve the pain of postherpetic neuralgia; Percocet® and Percodan® tablets for the relief of moderate-to-moderately severe pain; FROVA® tablets for the acute treatment of migraine attacks with or without aura in adults; OPANA® tablets for the relief of moderate-to-severe acute pain where the use of an opioid is appropriate; OPANA® ER tablets for the relief of moderate-to-severe pain in patients requiring continuous, around-the-clock opioid treatment for an extended period of time; Voltaren® Gel, which is owned and licensed by Novartis AG, a nonsteroidal anti-inflammatory drug indicated for the relief of the pain of osteoarthritis of joints amenable to topical treatment, such as those of the hands and the knees; VANTAS® for the palliative treatment of advanced prostate cancer; SUPPRELIN® LA for the treatment of early onset puberty in children; and VALSTAR™ for the treatment of BCG-refractory carcinoma in situ (CIS) of the urinary bladder in patients for whom immediate cystectomy would be associated with unacceptable medical risks. The company markets its branded pharmaceutical products to physicians in pain management, urology, endocrinology, oncology, neurology, surgery and primary care. More information, including this and past press releases of Endo Pharmaceuticals, is available at www.endo.com.
Forward Looking Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, the company’s financial position, results of operations, market position, product development and business strategy, as well as estimates of future total revenues, future expenses, future net income and future earnings per share. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may” “intend,” “guidance” or similar expressions are forward-looking statements. Because these statements reflect our current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors could affect our future financial results and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this press release. These factors include, but are not limited to: our ability to successfully develop, commercialize and market new products; timing and results of pre-clinical or clinical trials on new products; our ability to obtain regulatory approval of any of our pipeline products; competition for the business of our branded and generic products, and in connection with our acquisition of rights to intellectual property assets; market acceptance of our future products; government regulation of the pharmaceutical industry; our dependence on a small number of products; our dependence on outside manufacturers for the manufacture of a majority of our products; our dependence on third parties to supply raw materials and to provide services for certain core aspects of our business; new regulatory action or lawsuits relating to our use of narcotics in most of our core products; our exposure to product liability claims and product recalls and the possibility that we may not be able to adequately insure ourselves; the successful efforts of manufacturers of branded pharmaceuticals to use litigation and legislative and regulatory efforts to limit the use of generics and certain other products; our ability to successfully implement our acquisition and in-licensing strategy; regulatory or other limits on the availability of controlled substances that constitute the active ingredients of some of our products and products in development; the availability of third-party reimbursement for our products; the outcome of any pending or future litigation or claims by third parties or the government, and the performance of indemnitors with respect to claims for which we have been indemnified; our dependence on sales to a limited number of large pharmacy chains and wholesale drug distributors for a large portion of our total revenues; a determination by a regulatory agency that we are engaging or have engaged in inappropriate sales or marketing activities, including promoting the “off-label” use of our products and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the caption “Item 1A, RISK FACTORS” in our annual report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission on February 26, 2010. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
Jun. 8, 2010 (Business Wire) — Cereplast, Inc. (NASDAQ: CERP) a leading manufacturer of proprietary bio-based, sustainable plastics, announced today that it expects to produce and ship approximately 16 million pounds of their proprietary bio-plastic resins to customers in 2010, representing a 400% increase in shipments compared to 2009.
Cereplast recently entered into new global distribution agreements with a number of companies, including multi-billion dollar corporations Ashland Distribution, a commercial unit of Ashland Inc. (NYSE: ASH) and Bunge Alimentaris, a Brazilian subsidiary of Bunge Limited, a contributing factor to the rise in shipment estimates. To support growing sales volume, the Company recently opened a new state-of-the-art production facility in Seymour, Indiana. The move to the new plant, which was relocated from Southern California, also has significantly reduced real estate and utility costs for the company.
“Distributors are increasingly utilizing bio-plastics as an alternative to petroleum-sourced materials in order to meet growing consumer and industrial demand for economically and ecologically sound, ‘green’ products,” said Frederic Scheer, Chairman and CEO of Cereplast, Inc. “Our new advanced facility provides us with the capacity and scalability to handle climbing volume. We estimate that this facility, running at full capacity, will be able to produce approximately 80 million pounds of bioplastic resin per year.”
Mr. Scheer added, “We estimate that the expected rise in volume will result in our 2010 revenues increasing by a minimum of 190 percent. The bulk of the shipments are expected to be delivered in the third and fourth quarter.”
About Cereplast, Inc.
Cereplast, Inc. (NASDAQ: CERP) designs and manufactures proprietary bio-based, sustainable plastics which are used as substitutes for petroleum-based plastics in all major converting processes – such as injection molding, thermoforming, blow molding and extrusions – at a pricing structure that is competitive with petroleum-based plastics. On the cutting-edge of bio-based plastic material development, Cereplast now offers resins to meet a variety of customer demands. Cereplast Compostables® Resins are ideally suited for single use applications where high bio-based content and compostability are advantageous, especially in the food service industry. Cereplast Hybrid Resins® combine high bio-based content with the durability and endurance of traditional plastic, making them ideal for applications in industries such as automotive, consumer electronics and packaging. Learn more at www.cereplast.com
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “May,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.
HOUSTON, June 7 /PRNewswire-FirstCall/ — Geokinetics Inc. (NYSE Amex: GOK) today announced that since the beginning of April, 2010, it has been awarded approximately $80 million in several new projects in South America, Central and West Africa and the United States. The company is also announcing the launching of its new Geotiger Series II highly transportable 4 component (4C) ocean bottom cable (OBC) crew to the Canadian Arctic.
Richard F. Miles, President and Chief Executive Officer, stated, “We are delighted to have secured this much new work in the past couple of months, which include acquisition projects in land, TZ shallow water and multi-client commitments in the Marcellus Shale play. These awards are in addition to the approximately $80 million in three shallow water OBC projects that we disclosed during the first quarter of 2010.
“We continue to experience an increased demand for our services, particularly in Latin America and the Far East, as well as for multi-client work in several of the shale plays in the U.S. We are also working on several large contract opportunities that we still expect to be awarded within the next few weeks. Our bidding activity remains brisk which keeps us cautiously optimistic that our backlog will continue to be supported by additional awards in the coming months.
“We are also pleased to announce that we have completed the sea trials of the world’s first “Air Transportable” 4C OBC crew. This unique crew is capable of being deployed worldwide within days to the most challenging E&P environments, be it land locked or ice locked. This is a logistical game changer for our E&P customers that utilizes state of the art Sercel’s SeaRay 4C OBC system and Geokinetics’ proprietary Geotiger Series II Marine Fleet with its automated handling systems.”
About Geokinetics Inc.
Geokinetics Inc. is a leading provider of seismic data acquisition, seismic data processing services and multi-client seismic data to the oil and gas industry worldwide. Headquartered in Houston, Texas, Geokinetics is the largest Western contractor acquiring seismic data onshore and in transition zones in oil and gas basins around the world. Geokinetics has the crews, experience and capacity to provide cost-effective world class data to our international and North American clients. For more information on Geokinetics, visit www.geokinetics.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include but are not limited to statements about the business outlook for the year, backlog and bid activity, future contract awards, whether Geokinetics will be awarded the contracts on which it has bid, financial performance and statements with respect to future events. These statements are based on certain assumptions made by Geokinetics based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to general economic conditions and conditions in the oil and gas industry, financial performance and results, job delays or cancellations, reductions in oil and gas prices, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company’s reports filed with the Securities and Exchange Commission. Backlog consists of written orders and estimates of Geokinetics’ services which it believes to be firm, however, in many instances, the contracts are cancelable by customers so Geokinetics may never realize some or all of its backlog which may lead to lower than expected financial performance.
Although Geokinetics believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will be correct. All of Geokinetics’ forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
LightPath Technologies is pleased to introduce a family of four new aspheric lenses specifically designed for laser diodes operating at 405 nm or 488 nm. These lenses are designed as the primary optics for collimating blue lasers in a variety of applications including biomedical instrumentation such as flow cytometers, microscopes, and fluorescence spectroscopy equipment. The growing market for lasers in biomedical instrumentation was recently estimated at $93 million for 2009 according to Laser Focus World’s annual laser market survey. The total market for data storage lasers in 2009 was $1.4 billion. Growth is expected to accelerate in 2010 and the wavelength mix is changing from 650 nm / 780 nm to 405 nm.
“LightPath Technologies is continuing to expand its core product line of molded aspheric optics through the introduction of this family of lenses. LightPath is continuing its strategy of targeting specific markets with new optical designs and becoming the dominant OEM supplier for molded glass aspheric optical components. The new Blue Laser lens family builds on the success of our Laser Tool lenses and will directly address the rapidly expanding biomedical and data storage markets,” said Jim Gaynor, CEO and President of LightPath.
LightPath Technologies Inc. will be exhibiting their new aspheric optics at the OPTATEC Trade Fair in Frankfurt, Germany from June 15th through June 18th. LightPath will be attending with our European distributor, AMS Technologies in Hall 3.0, Booth F40.
This news release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed by LightPath Technologies, Inc. in its public filings with the Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.
GRADIUM® is a registered trademark of LightPath Technologies
HORSHAM, Pa., June 7 /PRNewswire-FirstCall/ — Astea International Inc. (Nasdaq: ATEA), the leader in service lifecycle management and mobility solutions announced that Heartland Business Systems, a leading provider of value-added integration services and networking technologies, has selected the Astea Alliance solution suite to replace their existing service solution, and provide additional automation capabilities that will further streamline and advance their service business.
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Heartland Business Systems has become one of Wisconsin’s leading providers of value-added integration services and networking technologies. Since its establishment in 1990, the company has developed services and support programs for commercial, industrial, government and education clients throughout Wisconsin. The variety of solutions and services the company provides its customers include computer networking; technology planning; internet, data center, hosting, monitoring, security and managed services; cabling and audio/video solutions; and software consulting. Heartland also provides direct thermal and thermal transfer printer technology and label media to its customers.
“Our business is built on helping companies make the best IT decisions to drive operational efficiency and improve profitability,” stated Carol Henning, Controller for Heartland Business Systems. “When it comes to making decisions for our own IT systems, we apply the same rigorous standards. We were looking for a best-of-breed application that matched the quality and level of service we strive to provide to our customers. After an extensive search for a service management solution, we found that Astea’s deep domain expertise in conjunction with their robust solution offered the breadth and depth of functionality that was the perfect fit for our organization’s needs.”
More than 140 Heartland employees will be using Astea’s solution to accomplish three key goals:
- Improving productivity – automate additional manual processes for improved efficiencies
- Increasing revenue – by identifying new cross-sell and up-sell opportunities
- Delivering even better customer service – by having a real-time, 360 degree view of the customer
The Heartland Team evaluated several field service solutions and selected Astea for their extensive and proven experience, over 30 years, in developing and implementing global field service and mobility solutions to enterprise companies. Additionally, the Astea Alliance solution suite provides end-to-end service management & mobility functionality, incorporating industry best practices all on a single platform, with ease of integration to Microsoft Dynamics GP. Astea’s solution will provide Heartland with a comprehensive and robust mix of capabilities such as, mobility, field service, customer self-service, and professional services automation that will help to drive and improve the efficiency and costs of service delivery.
“Heartland Business Systems is a perfect example of a company that is constantly looking for value-added services that help to exceed its goals in delivering excellence in customer service. We are delighted that they chose Astea,” said John Tobin, President of Astea International. “Astea’s solution incorporates industry expertise and best practices making it an ideal solution for companies looking for a competitive advantage.”
Astea is the only solution provider that offers all cornerstones of service lifecycle management: customer management; service management; asset management; forward and reverse logistics management; and mobile workforce management with enhanced workforce scheduling optimization. Astea’s solutions are seamlessly orchestrated to share and leverage information throughout the service lifecycle – removing the traditional barriers between the field and back office. With Astea’s solution modularity, companies can introduce one module at a time or deploy a seamless information backbone across the entire service lifecycle continuum, thereby eliminating the patchwork of disparate systems that can hamper a company’s ability to provide best-in-class service.
About Heartland Business Systems
Heartland Label Printers, Inc. was founded in 1991 in Neenah, WI as a leading manufacturer and distributor of labels and packaging-related items. In 1992, HRTLP merged with Alferi Communications to form a new division, Heartland Business Systems. In 1998 Heartland moved to its current location in Little Chute, WI. HBS provides technology solutions to corporate; healthcare; education; government; and non-profit organizations. Solutions include: computer networking; technology planning; internet; data center; hosting services; monitoring; security and managed services; cabling and audio/visual solutions; and software consulting. In 2004, HBS opened a remote office in Milwaukee and also established Avastone Technologies. Operating out of the main Heartland location, Avastone is a custom programming division that offers website design, search engine optimization, custom integrations, software applications, and other related services. Heartland’s three divisions currently employ approximately 300 people.
About Astea International
Astea International (Nasdaq: ATEA) is a global provider of software solutions that offer all the cornerstones of service lifecycle management, including customer management, service management, asset management, forward and reverse logistics management and mobile workforce management. Astea’s solutions link processes, people, parts, and data to empower companies and provide the agility they need to achieve sustainable value in less time, and successfully compete in a global economy. Since 1979, Astea has been helping more than 400 companies drive even higher levels of customer satisfaction with faster response times and proactive communication, creating a seamless, consistent and highly personalized experience at every customer relationship touch point.
www.astea.com. Service Smart. Enterprise Proven.
Jun. 7, 2010 (Business Wire) — June 7, 2010–Senomyx, Inc. (NASDAQ: SNMX), a leading company focused on using proprietary taste receptor technologies to discover and develop novel flavor ingredients for the food, beverage, and ingredient supply industries, announced today the appointment of Donald S. Karanewsky, Ph.D., to the position of Senior Vice President and Chief Scientific Officer. Dr. Karanewsky has been serving as Senior Vice President, Discovery since joining Senomyx in June 2007. His career accomplishments include leading successful discovery efforts at both biotechnology research organizations and large pharmaceutical companies.
“Don has been named Chief Scientific Officer in recognition of the significant contributions he has made to Senomyx through his scientific expertise and leadership,” stated Kent Snyder, Chief Executive Officer of the Company. “We are privileged to have him direct our discovery and development efforts.”
Dr. Karanewsky received his Ph.D. and Masters degrees in Chemistry from Harvard University and was granted a B.S. in Chemistry, Magna Cum Laude, from Stevens Institute of Technology in New Jersey. He has directed research teams and played senior management roles at a number of biotechnology institutions including Idun Pharmaceuticals, Ligand Pharmaceuticals and The Genomics Institute of the Novartis Research Foundation (GNF). In addition, he held principal positions at Glaxo Inc, Bristol-Myers Squibb, and the Squibb Institute for Medical Research. Dr. Karanewsky is an inventor on approximately 90 issued US patents and has authored over 70 scientific publications.
About Senomyx, Inc. (www.senomyx.com)
Senomyx is a leading company using proprietary taste receptor technologies to discover and develop novel flavor ingredients in the savory, sweet, salt, bitter, and cooling areas. The Company has product discovery and development collaborations with global food, beverage, and ingredient supply companies, some of which are currently marketing products that contain Senomyx’s flavor ingredients. For more information, please visit www.senomyx.com.

BARCELONA, Spain and RESEARCH TRIANGLE PARK, N.C., June 7 /PRNewswire-FirstCall/ — Grifols (GRF.MC) a global healthcare company and leading producer of plasma protein therapies, and Talecris (Nasdaq: TLCR) a U.S.-based biotherapeutics products company, today announced that they have signed a definitive agreement through which Grifols will acquire Talecris for a combination of cash and newly-issued Grifols non-voting shares having an aggregate value today of approximately $3.4 billion (euro 2.8 billion), creating a global leader of life-saving and life enhancing plasma protein therapeutics.
The combination of Grifols and Talecris will create a vertically integrated and diversified international plasma protein therapies company, bringing together complementary geographic footprints and products, as well as increased manufacturing scale. Grifols’ leading global footprint will benefit from Talecris’ strong presence in the United States and Canada. Grifols’ available manufacturing capacity will enable Talecris to increase production in the near term. As a result, the combined company will be better able to meet the needs of more patients with under-diagnosed disease states around the world.
In addition, upon completion of the transaction, the combined company will have:
- the ability to derive more protein therapies from every liter of plasma, enhancing access and availability for patients, and optimizing use of collected plasma;
- an established plasma collection operation capable of meeting the combined company’s needs to address increasing patient demand and an accelerated path to improving the cost efficiency of the Talecris plasma platform;
- a broad range of key products addressing a variety of therapeutic areas such as neurology, immunology, pulmonology and hematology, among others;
- an enhanced R&D pipeline of complementary products and new recombinant projects that will drive sustainable growth;
- a well established clinical research program in the U.S.
Grifols Chairman and CEO Victor Grifols commented, “The acquisition of Talecris furthers our vision to better serve patients and health care professionals with innovative products, a strong clinical research capability and new research into recombinant therapies. We look forward to combining the strengths of both companies to improve the quality of the lives of patients around the world, while positioning the enlarged group for long term profitable growth.”
Talecris Chairman and CEO Lawrence D. Stern commented, “We believe that Grifols’ well-established reputation, know-how and expertise will enable the combined entity to meet the needs of more patients. Our employees will benefit from the opportunities available to them as part of a larger, global organization committed to the expansion of Talecris’ existing business, the development of our pipeline products, and the maintenance of our culture of compliance and quality. Importantly, our stockholders will realize a compelling premium and benefit from the ability of the combined business to accelerate key gross margin improvement opportunities within Talecris.”
Financial Details and Closing Conditions
Grifols will acquire all of the common stock of Talecris for $19.00 in cash and 0.641 newly-issued non-voting Grifols’ shares for each Talecris share. Based on the closing price of Grifols’ ordinary shares as of June 4th, 2010 and prevailing Euro-Dollar exchange rates, this represents an implied price of $26.16 per Talecris share, which constitutes a premium of 53% to the average closing price of Talecris common stock over the last 30 days. The total implied offer value for Talecris is $3.4 billion (euro 2.8 billion) and the resulting transaction value, including net debt, is approximately US$4.0 billion (euro 3.3 billion).
The newly-issued non-voting Grifols shares will be listed on the NASDAQ Global Market and the Mercado Continuo (Spain) and will carry the same dividend and economic rights as Grifols’ ordinary shares. The Boards of Directors of both Grifols and Talecris have unanimously approved the transaction and recommended it to their respective shareholders.
The acquisition is expected to generate approximately $230 million in operating synergies from a more efficient plasma collection network, optimized manufacturing sales, marketing and R&D, which Grifols expects to realize over the next four years with an associated one-time cost of $100 million. The transaction is expected to be accretive to earnings in the first year and produce meaningful accretion from year two. The combined company will have pro-forma annual revenues of approximately $2.8 billion with 58% coming from North America, 28% from Europe and 14% from the rest of the world.
The transaction’s financing is fully committed by a syndicate led by Deutsche Bank, Nomura, BBVA, BNP Paribas, HSBC and Morgan Stanley. The merger agreement has no financing contingency. After the transaction, Grifols anticipates that its initial net debt to EBITDA ratio will reach approximately five times. Grifols expects the combined company to generate significant free cash flow over the near term, which together with the synergies will enable it to reduce leverage rapidly. Grifols expects a progressive reduction in debt ratios to approximately three times EBITDA by year-end 2012 and below two times by year-end 2014 even as key capital programs are sustained.
The transaction is subject to customary closing conditions, including antitrust and regulatory review, and requires the approval of each company’s shareholders. The leading shareholders of Grifols have agreed to vote their shares in favor of the transaction and an affiliate of Cerberus Capital Management, L.P., which owns approximately 49% of the outstanding Talecris common stock, has entered a similar agreement. The transaction is expected to close in the second half of 2010.
Conference Call/Webcast
Grifols will be conducting an analyst and investor call at 10:00 CET / 04:00 EDT. The call can be accessed by the dial-in numbers below or via webcast on www.grifols.com and www.talecris.com. The call dial-in is +34-91-414-25-33 within Europe, +1-517-345-9004 within the U.S and +44-20-7108-6370 within the UK. The pin code is: 5476891. The passcode is GRIFOLS.
A replay of the analyst and investor call will be available at www.grifols.com and www.talecris.com approximately 45 minutes after the end of the call.
For U.S.-based analysts and investors, there will be a second conference call with Talecris and Grifols at 14:30 CET / 08:30 EDT for those unable to participate in the earlier call. The dial-in numbers are the same as above, as is the passcode, but the pin code will be: 5476904.
Advisors
Nomura and BBVA are serving as financial advisors to Grifols, and Morgan Stanley, Citi and Natixis are serving as financial advisor to Talecris. Legal counsel for Grifols is Osborne Clarke S.L.P. and Proskauer Rose LLP and for Talecris is Wachtell, Lipton Rosen & Katz, Arnold & Porter LLP and Uria Menendez. Schulte Roth & Zabel LLP acted as advisor to Cerberus.
About Grifols
Grifols is a Spanish holding company specialized in the pharmaceutical-hospital sector and is present in more than 90 countries. Since 2006, the company has been listed on the Spanish Stock Exchange (“Mercado Continuo”) and is part of the Ibex-35. Grifols researches, develops, manufactures and markets plasma derivatives, IV therapy, enteral nutrition, diagnostic systems and medical materials.
About Talecris: Inspiration. Dedication. Innovation.
Talecris Biotherapeutics is a global biotherapeutic and biotechnology company that discovers, develops and produces critical care treatments for people with life-threatening disorders in a variety of therapeutic areas including immunology, pulmonology, neurology, critical care, and hemostasis.
Disclaimer
This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to: the unprecedented volatility in the global economy; the risk that the future business operations of Talecris or Grifols will not be successful; the risk that we will not realize all of the anticipated benefits from the acquisition of Talecris; the risk that customer retention and revenue expansion goals for the Talecris transaction will not be met and that disruptions from the Talecris transaction will harm relationships with customers, employees and suppliers; the risk that unexpected costs will be incurred; the outcome of litigation and regulatory proceedings to which Grifols or Talecris may become a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; development of new products and services; interest rates and cost of borrowing; our ability to protect our intellectual property rights; our ability to maintain and improve cost efficiency of operations, including savings from restructuring actions; changes in foreign currency exchange rates; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which we do business; reliance on third parties for manufacturing of products and provision of services; and other factors that are set forth in the “Risk Factors” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of and Talecris’ Annual Report on Form 10-K for the year ended December 31, 2010, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission. Neither Grifols nor Talecris assume any obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
The proposed merger transaction involving Grifols and Talecris will be submitted to the stockholders of Talecris for their consideration. In connection with the proposed merger, Grifols will file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Grifols and Talecris. Talecris will mail the joint proxy statement/prospectus to its stockholders. Talecris urges investors and security holders to read the joint proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information regarding Grifols, Talecris and the proposed business combination. You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Talecris, without charge, at the SEC’s website (http://www.sec.gov). You may also obtain these documents, without charge, from Talecris’ website, http://www.talecris.com, under the tab “Investor Relations” and then under the heading “Financial Information and SEC Filings.” Grifols will also file certain documents with the Spanish Comision Nacional del Mercado de Valores (the “CNMV”) in connection with its shareholders’ meeting to be held in connection with the proposed business combination, which will be available on the CNMV’s website at www.cnmv.es.
Grifols, Talecris and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Grifols and Talecris in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Grifols and Talecris in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Talecris’ executive officers and directors in its Form S-4 filed with the SEC on April 13, 2010. You can obtain free copies of this document from Talecris’ website.
Jun. 2, 2010 (Business Wire) — ZymoGenetics, Inc. (NASDAQ:ZGEN) today announced the initiation of the second part of a Phase 2 clinical trial with PEG-Interferon lambda (IL-29) and ribavirin in treatment-naïve patients with chronic hepatitis C virus (HCV) infection. ZymoGenetics is developing the investigational compound PEG-Interferon lambda in collaboration with Bristol-Myers Squibb Company (NYSE:BMY).
“We’ve moved forward into part B of our Phase 2 study of PEG-Interferon lambda in hepatitis C,” said Eleanor L. Ramos, M.D., Senior Vice President and Chief Medical Officer of ZymoGenetics. “In part B, we expect to generate a substantial body of data to inform the design of Phase 3 studies, which will assess the potential role of PEG-Interferon lambda in addressing the unmet medical need for a safer, more effective treatment for hepatitis C.”
The Phase 2 EMERGE study is an international, randomized multi-center clinical trial. The Phase 2a open label portion continues and is exploring a range of four doses. Based on antiviral effects after four weeks of treatment and accumulated safety data, doses were selected for the second part of the study (Phase 2b). A status report with top-line interim results from the Phase 2a clinical trial was disclosed by ZymoGenetics on May 4, 2010. The companies selected the three highest doses of PEG-Interferon lambda for inclusion in Phase 2b, namely 120 mcg, 180 mcg and 240 mcg.
The Phase 2b study will enroll approximately 600 patients with genotypes 1 – 4 chronic HCV infection. The study will assess the safety and antiviral efficacy of the three specified doses of PEG-Interferon lambda compared to PEGASYS®. Each cohort of approximately 150 patients will include at least 100 genotype 1 patients. Weekly subcutaneous doses of PEG-Interferon lambda or PEGASYS will be administered for 48 weeks in genotype 1 or 4 patients and for 24 weeks in genotype 2 or 3 patients. All patients will also receive daily ribavirin. The primary endpoint of the trial is the proportion of patients who achieve undetectable levels of HCV RNA after 12 weeks of therapy (complete Early Virological Response). Sustained virological response (SVR), defined as undetectable levels of HCV RNA 24 weeks after treatment, will also be assessed.
PEG-Interferon lambda
PEG-Interferon lambda (IL-29) is a novel interferon in development for hepatitis C. PEG-Interferon lambda is a member of the Type III lambda interferon family, which includes IL-28A, IL-28B and IL-29 (also known as interferon lambda 2, 3, and 1, respectively). Type III interferons signal through a different receptor than type I interferons, such as interferon alpha. The native human interferon lambda proteins are generated by the immune system in response to viral infection. A Phase 1b clinical trial was conducted in patients with relapsed HCV, in which PEG-Interferon lambda was administered over four weeks in combination with ribavirin.
About ZymoGenetics
ZymoGenetics is a biopharmaceutical company focused on the development and commercialization of therapeutic proteins for the treatment of human diseases. The company has developed and is marketing RECOTHROM® Thrombin, topical (Recombinant) in the United States. ZymoGenetics has two product candidates in Phase 2 clinical development: PEG-Interferon lambda, being studied in collaboration with Bristol-Myers Squibb for treatment of hepatitis C virus (HCV) infection, and IL-21, being tested by ZymoGenetics as a potential treatment for metastatic melanoma. In addition, ZymoGenetics has an anti-IL-31 monoclonal antibody in preclinical development, which it expects to test initially as a treatment for atopic dermatitis. Several of the product candidates previously identified through ZymoGenetics’ discovery research efforts have been licensed to and are being developed by third parties, including Merck Serono and Novo Nordisk. ZymoGenetics is eligible to receive milestone payments and royalties related to these assets. For further information, visit www.zymogenetics.com.
ZymoGenetics Forward-Looking Statements
This press release contains forward-looking statements, including statements related to conducting and analyzing the results of clinical trials. Words such as “believes”, “should” and “could” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon ZymoGenetics’ current expectations and involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to ZymoGenetics’ ability to design and conduct clinical trials, the possibility that clinical trial results may vary between different arms of a clinical trial and the difficulty of using prior clinical trial results to predict future outcomes, as well as those other risks detailed in ZymoGenetics’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2009 and periodic reports on Form 10-Q and current reports on Form 8-K. Do not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and, except where required by law, ZymoGenetics undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
Jun. 2, 2010 (PR Newswire) —
HOUSTON, June 2 /PRNewswire-FirstCall/ — Cyberonics, Inc. (Nasdaq: CYBX) today announced results for the fourth quarter and fiscal year ended April 30, 2010.
Annual highlights
Operating results for fiscal 2010 compared with fiscal 2009 include:
- Net sales of $167.8 million, a 17% increase from $143.6 million;
- Income from operations of $36.9 million, an increase of 94%; and
- Adjusted EBITDA of $48.1 million, an increase of 51%.
Quarterly highlights
Operating results for the fourth quarter of fiscal 2010 compared to the fourth quarter of fiscal 2009 include:
- Net sales of $47.7 million, a 24% increase from $38.6 million;
- Net U.S. product sales attributable to the epilepsy indication increased by an estimated 25% to $38.3 million;
- Record international net sales of $8.8 million;
- Gross profit of 88.5%;
- Income from operations of $12.2 million, an increase of 82%;
- Income from operations equaled 25.6% of net sales; and
- Adjusted EBITDA of $15.0 million, a 52% increase from $9.9 million.
Other achievements
- Regulatory and reimbursement approval in Japan;
- Debt reduced by $47 million in fiscal 2010;
- Available cash of $59 million at year end;
- The company reported encouraging clinical results from its recently completed depression post-approval study;
- Year-over-year quarterly net product sales attributable to the epilepsy indication grew by more than 15% for the tenth consecutive quarter; and
- The company has improved year-over-year quarterly income from operations in each of the last 12 quarters.
Investors are reminded that both the fourth quarter and the fiscal year ended April 30, 2010 included an extra week when compared to the fourth quarter and fiscal year ended April 24, 2009.
As discussed below under “Use of Non-GAAP Financial Measures,” the company presents non-GAAP financial measures, adjusted net income, adjusted diluted income per share and adjusted EBITDA, in this release. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP. Please refer to the attached reconciliation between GAAP and non-GAAP financial measures.
Sales
Sales for the twelve months ended April 30, 2010 were $167.8 million, an increase of $24.2 million, or 17%, when compared to fiscal 2009. On a constant currency basis, the fiscal year sales increase was also 17%.
Worldwide net sales for the fourth quarter of fiscal 2010 were $47.7 million compared to $38.6 million in the comparable period of fiscal 2009, an increase of 24%. On a constant currency basis, the year-over-year sales increase was 22%.
U.S. net product sales attributable to the epilepsy indication increased to an estimated $38.3 million, compared with $30.7 million in the comparable period of fiscal 2009, an increase of $7.6 million, or 25%.
International net sales of $8.8 million increased by $1.5 million, or 20%, from the comparable period of fiscal 2009, with foreign currency movements providing a positive impact of approximately $0.8 million. On a constant currency basis, the year-over-year increase for international sales was 10%.
Gross profit
The gross profit for the fourth quarter of fiscal 2010 represented 88.5% of net sales, compared to 86.8% in the fourth quarter of fiscal 2009. This increase was primarily a result of higher production volumes and improved manufacturing efficiencies, as well as a higher average selling price due to product mix changes.
Operating expenses
Operating expenses increased by $3.2 million to $30.0 million for the fourth quarter of fiscal 2010 from the $26.8 million recorded in the comparable period of fiscal 2009 and were $3.2 million higher than in the third quarter of the current fiscal year. Operating expenses for the period ended April 30, 2010 included additional compensation due to the extra week in the equivalent period of fiscal 2010 when compared with fiscal 2009. Further, our product development expenses related to epilepsy have increased relative to the third quarter.
For the twelve-month period ended April 30, 2010, operating expenses totaled $110.0 million, an increase of $5.4 million, or 5%, over the same period of fiscal 2009.
Income from operations
The company reported income from operations of $12.2 million during the fourth quarter of fiscal 2010, compared with $6.7 million in the corresponding period of fiscal 2009.
For the twelve-month period ended April 30, 2010, income from operations of $36.9 million nearly doubled when compared to income from operations of $19.0 million for fiscal 2009.
Net income
The company reported net income of $11.6 million, or $0.41 per diluted share, for the fourth quarter of fiscal 2010, compared with a net income of $6.5 million, or $0.22 per diluted share, in the fourth quarter of fiscal 2009. Reported net income includes gains on early extinguishment of debt of $0.1 million and $0.6 million in the fourth quarters of fiscal 2010 and 2009, respectively. Although the gain on early extinguishment of the convertible debt is included in the calculation of net income, it is excluded from the calculation of net income per diluted share, as per the applicable accounting rules. The number of diluted shares contained in the year-to-date totals includes approximately 372,500 shares resulting from the dilutive effect of the remaining convertible notes on an as-if-converted basis.
For the fourth quarter of fiscal 2010, the company reported adjusted non-GAAP net income and adjusted non-GAAP diluted earnings per share of $11.5 million and $0.40 per share, respectively, compared with adjusted non-GAAP net income and adjusted non-GAAP diluted earnings per share of $5.9 million and $0.22 per share, respectively, for the comparable period of fiscal 2009.
Balance sheet and cash flow
The company generated positive operating cash flow of $42.9 million during the twelve-month period ended April 30, 2010, including $15.4 million in the recently completed quarter. Available cash and cash equivalent balances were $59.2 million at quarter end. Debt outstanding at quarter end totaled $15.5 million, a reduction of $46.9 million over the last 12 months. During the recently completed quarter, Cyberonics repurchased $7.0 million of its outstanding convertible debt for total cash consideration of $6.8 million. Subsequent to year end, the company has repurchased another $8.4 million of the outstanding convertible debt, leaving a balance of $7.0 million as of today’s date.
Stock repurchase update
Through April 30, 2010, the company had repurchased 86,700 shares of Cyberonics, Inc. common stock pursuant to the program announced last quarter whereby the board of directors authorized a repurchase of up to 1.0 million shares.
Results and objectives
“The Cyberonics team again produced impressive results in fiscal 2010, as we demonstrated strong growth in several operational and financial metrics related to our business. Specifically, our performance in the fiscal year included record net sales, income from operations increasing by 94% over the prior year and adjusted EBITDA of more than $48 million,” commented Dan Moore, Cyberonics’ President and Chief Executive Officer. “Also, with an operating margin of 25.6% in the fourth quarter of fiscal 2010, we delivered early on our goal, established two years ago, of reaching an operating margin of 25% in fiscal 2011.
“Our core U.S. epilepsy business had unit growth of 14% in the quarter and 7% for the full year. The international team delivered another record quarter, measured by both units and revenues. The Japanese regulatory approval announced last quarter has now been followed with the granting of reimbursement effective July 1, 2010. Last December, we told investors that we expected first year sales could total approximately $5 million, and although significant market development efforts lie ahead, we remain comfortable with this estimate. Clearly, we are excited about the global epilepsy opportunity for Cyberonics.
“In addition, our research & development activities, outlined in considerable detail at the investor day last December, remain substantially on schedule to bring significant improvements to VNS Therapy,” Mr. Moore continued. “Also, we recently announced preliminary results from the D-21 post-approval study for treatment-resistant depression and, as stated in that release, we are encouraged by the results. There is still considerable work to do with payers, as we consider strategies for delivering this important therapy to a patient population in need of treatment alternatives.”
Mr. Moore concluded, “To reiterate the medium term goals outlined at our investor day in December, we are targeting annual net sales growth of 15%, and a faster rate of growth for operating income.”
Fiscal 2011 guidance
After taking into account a one-week reduction in the number of weeks in fiscal 2011 compared to fiscal 2010, Cyberonics is providing net sales guidance for fiscal 2011 in the range of $182 million to $187 million and providing a forecasted range for income from operations of $41 million to $44 million. This guidance is made on the assumption that sales to Japan commence in fiscal 2011. As advised previously, while we expect our effective tax rate to be between 36% and 38% in fiscal 2011, cash payments for taxes are expected to be approximately 2%.
Additional details will be provided during the upcoming conference call and in the accompanying presentation slides, as described below.
Use of Non-GAAP financial measures
Management has disclosed financial measurements in this press announcement that present financial information that is not in accordance with Generally Accepted Accounting Principles (GAAP). These measurements are not a substitute for GAAP measurements, although company management uses these measurements as aids in monitoring the company’s on-going financial performance from quarter-to-quarter and year-to-year on a regular basis and for benchmarking against other medical technology companies. Non-GAAP net income and non-GAAP income per diluted share measure the income and income per share of the company excluding the gain on early extinguishment of the company’s convertible debt and the impact of the reduction in valuation allowance recorded in the fiscal second quarter, which are considered by management to be outside of the normal on-going operations of the company. Management uses and presents non-GAAP net income and non-GAAP income per diluted share because management believes that in order to properly understand the company’s short and long-term financial trends, on-going operating activities should be considered exclusive of the impact of these unusual items. Management also uses non-GAAP net income to forecast and to evaluate the operational performance of the company as well as to compare results of current periods to prior periods on a consistent basis. Adjusted earnings before interest, tax, depreciation and amortization (“adjusted EBITDA”) measures the income from operations of the company excluding the aforementioned items, as well as the gain on early extinguishment of the company’s convertible debt and non-cash equity compensation.
Non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.
Please refer to the attached reconciliation between GAAP and non-GAAP financial measures.
Fourth Quarter and Fiscal Year 2010 Results Conference Call Instructions
A conference call to discuss fourth quarter and fiscal year 2010 results will be held at 9:00 AM EDT on Thursday, June 3, 2010. To listen to the conference call live by telephone dial 877-313-8035 (if dialing from within the U.S.) or 706-679-4838 (if dialing from outside the U.S.). The conference ID is 71879824. Presentation slides will be available on-line at www.cyberonics.com no later than 8:00 AM EDT on Thursday, June 3, 2010. A replay of the conference call will be available approximately two hours after the completion of the conference call by dialing 800-642-1687 (if dialing from within the U.S.) or 706-645-9291 (if dialing from outside the U.S.). The replay conference ID access code is 71879824. The replay will be available for one week on the above number and subsequently on the company’s website for a period of six months.
About Cyberonics, Inc. and VNS Therapy®
Cyberonics, Inc. (NASDAQ:CYBX) is a medical technology company with core expertise in neuromodulation. The company developed and markets the Vagus Nerve Stimulation (VNS) Therapy System, which is FDA-approved for the treatment of refractory epilepsy and treatment-resistant depression. The VNS Therapy System uses a surgically implanted medical device that delivers pulsed electrical signals to the vagus nerve. Cyberonics markets the VNS Therapy System in approximately 70 countries worldwide, and to date more than 60,000 patients have been implanted with the device.
Additional information on Cyberonics and VNS Therapy is available at www.cyberonics.com.
Safe harbor statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology, including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” or other similar words. Statements contained in this press release are based on information presently available to us and assumptions that we believe to be reasonable. We are not assuming any duty to update this information if those facts change or if we no longer believe the assumptions to be reasonable. Investors are cautioned that all such statements involve risks and uncertainties, including without limitation, statements concerning first year sales following reimbursement in Japan, the opportunity represented by the U.S. and international epilepsy markets in the coming years, delivering new and improved products from research and development activities substantially on the schedule announced in December 2009, obtaining reimbursement for VNS Therapy for the depression indication, achieving annual 15% net sales growth and a faster rate of growth for operating income, achieving net sales of $182 million to $187 million in fiscal 2011, and achieving income from operations of $41 million to $44 million in fiscal 2011 with an effective tax rate between 36% and 38% in fiscal 2011 and cash payments for taxes of approximately 2%. Our actual results may differ materially. Important factors that may cause actual results to differ include, but are not limited to: continued market acceptance of VNS Therapy™ and sales of our product; the development and satisfactory completion of clinical trials and/or market test and/or regulatory approval of VNS Therapy™ for the treatment of other indications; satisfactory completion of post-market studies required by the U.S. Food and Drug Administration as a condition of approval for the treatment-resistant depression indication; adverse changes in coverage or reimbursement amounts by fourth-parties; intellectual property protection and potential infringement claims; maintaining compliance with government regulations and obtaining necessary government approvals for new indications; product liability claims and potential litigation; reliance on single suppliers and manufacturers for certain components; the accuracy of management’s estimates of future expenses and sales; the results of the previously disclosed governmental inquiries; the potential identification of material weaknesses in our internal controls over financial reporting; risks and costs associated with such governmental inquiries and any litigation relating thereto, and other risks detailed from time to time in our filings with the Securities and Exchange Commission (SEC). For a detailed discussion of these and other cautionary statements, please refer to our most recent filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 24, 2009, and Quarterly Report on Form 10-Q for the fiscal quarters ended July 24, 2009, October 23, 2009, and January 22, 2010.
Contact information |
|
Greg Browne, CFO |
|
Cyberonics, Inc. |
|
100 Cyberonics Blvd. |
|
Houston, TX 77058 |
|
Main: (281) 228-7262 |
|
Fax: (281) 218-9332 |
|
ir@cyberonics.com |
|
|
CYBERONICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited except where indicated)
|
|
|
|
April 30, 2010
|
|
|
April 24, 2009
|
|
|
|
|
|
|
|
(Audited)
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
59,229,911
|
|
|
$
|
66,225,479
|
|
|
Restricted cash
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
Accounts receivable, net
|
|
|
26,185,143
|
|
|
|
22,250,653
|
|
|
Inventories
|
|
|
14,207,759
|
|
|
|
12,841,064
|
|
|
Deferred tax assets
|
|
|
12,126,758
|
|
|
|
9,804
|
|
|
Other current assets
|
|
|
2,495,019
|
|
|
|
2,206,902
|
|
|
Total Current Assets
|
|
|
115,244,590
|
|
|
|
104,533,902
|
|
|
Property and equipment, net and other assets |
|
|
10,894,898
|
|
|
|
7,103,390
|
|
|
Deferred tax assets |
|
|
29,624,489
|
|
|
|
406,336
|
|
|
Total Assets
|
|
$
|
155,763,977
|
|
|
$
|
112,043,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
$
|
23,325,253
|
|
|
$
|
17,645,240
|
|
|
Long term liabilities: |
|
|
|
|
|
|
|
|
|
Convertible notes
|
|
|
15,460,000
|
|
|
|
62,339,000
|
|
|
Deferred license revenue and other
|
|
|
6,119,077
|
|
|
|
7,647,544
|
|
|
Total Long Term Liabilities
|
|
|
21,579,077
|
|
|
|
69,986,544
|
|
|
Total Liabilities
|
|
|
44,904,330
|
|
|
|
87,631,784
|
|
|
Total Stockholders’ Equity |
|
|
110,859,647
|
|
|
|
24,411,844
|
|
|
Total Liabilities and Stockholders’ Equity |
|
$
|
155,763,977
|
|
|
$
|
112,043,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CYBERONICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited except where indicated)
|
|
|
|
Fourteen
Weeks Ended
|
|
|
Thirteen
Weeks Ended
|
|
|
Fifty-three
Weeks Ended
|
|
|
Fifty-two
Weeks Ended
|
|
|
|
|
April 30, 2010
|
|
|
April 24, 2009
|
|
|
April 30, 2010
|
|
|
April 24, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Audited)
|
|
|
Net sales |
|
$
|
47,734,987
|
|
|
$
|
38,577,182
|
|
|
$
|
167,775,672
|
|
|
$
|
143,600,979
|
|
|
Cost of sales |
|
|
5,497,103
|
|
|
|
5,111,635
|
|
|
|
20,907,595
|
|
|
|
20,040,636
|
|
|
Gross Profit
|
|
|
42,237,884
|
|
|
|
33,465,547
|
|
|
|
146,868,077
|
|
|
|
123,560,343
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
23,725,693
|
|
|
|
21,568,123
|
|
|
|
87,941,405
|
|
|
|
84,837,694
|
|
|
Research and development
|
|
|
6,276,618
|
|
|
|
5,188,950
|
|
|
|
22,064,800
|
|
|
|
19,732,941
|
|
|
Total Operating Expenses
|
|
|
30,002,311
|
|
|
|
26,757,073
|
|
|
|
110,006,205
|
|
|
|
104,570,635
|
|
|
Income from Operations
|
|
|
12,235,573
|
|
|
|
6,708,474
|
|
|
|
36,861,872
|
|
|
|
18,989,708
|
|
|
Interest income |
|
|
9,598
|
|
|
|
77,995
|
|
|
|
92,602
|
|
|
|
1,235,757
|
|
|
Interest expense |
|
|
(199,914)
|
|
|
|
(607,501)
|
|
|
|
(1,430,590)
|
|
|
|
(3,394,837)
|
|
|
Gain on early extinguishment of debt |
|
|
129,754
|
|
|
|
579,406
|
|
|
|
3,172,231
|
|
|
|
11,000,698
|
|
|
Other income, net |
|
|
(551,951)
|
|
|
|
6,496
|
|
|
|
(207,644)
|
|
|
|
(381,265)
|
|
|
Income before income tax |
|
|
11,623,060
|
|
|
|
6,764,870
|
|
|
|
38,488,471
|
|
|
|
27,450,061
|
|
|
Income tax (benefit) expense |
|
|
32,756
|
|
|
|
241,855
|
|
|
|
(39,960,413)
|
|
|
|
729,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
11,590,304
|
|
|
$
|
6,523,015
|
|
|
$
|
78,448,884
|
|
|
$
|
26,720,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per share |
|
$
|
0.42
|
|
|
$
|
0.24
|
|
|
$
|
2.83
|
|
|
$
|
1.00
|
|
|
Diluted income per share |
|
$
|
0.41
|
|
|
$
|
0.22
|
|
|
$
|
2.67
|
|
|
$
|
0.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing basic income per share
|
|
|
27,761,553
|
|
|
|
26,727,669
|
|
|
|
27,702,731
|
|
|
|
26,632,115
|
|
|
Shares used in computing diluted income per share
|
|
|
28,372,751
|
|
|
|
26,832,762
|
|
|
|
28,696,375
|
|
|
|
27,542,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CYBERONICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited except where indicated)
|
|
|
|
|
Fifty-three
Weeks Ended
|
|
|
|
Fifty-two
Weeks Ended
|
|
|
|
|
|
April 30, 2010
|
|
|
|
April 24, 2009
|
|
|
|
|
|
|
|
|
|
(Audited)
|
|
|
Cash Flow from Operating Activities: |
|
|
|
|
|
|
|
|
|
Net Income |
|
$
|
78,448,884
|
|
|
$
|
26,720,620
|
|
|
Non-Cash Items Included in Net Income
|
|
|
|
|
|
|
|
|
|
Gain on early extinguishment of debt
|
|
|
(3,172,231)
|
|
|
|
(11,000,698)
|
|
|
Stock-based compensation
|
|
|
8,622,949
|
|
|
|
9,681,593
|
|
|
Deferred income tax
|
|
|
(41,335,107)
|
|
|
|
9,804
|
|
|
Unrealized (gain) loss in foreign currency transactions
|
|
|
(68,971)
|
|
|
|
4,361
|
|
|
Other
|
|
|
1,078,991
|
|
|
|
1,822,509
|
|
|
Changes in Operating Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(3,825,340)
|
|
|
|
(3,312,205)
|
|
|
Inventories
|
|
|
(1,509,542)
|
|
|
|
(37,949)
|
|
|
Other
|
|
|
4,645,853
|
|
|
|
701,915
|
|
|
Net Cash Provided By Operating Activities
|
|
|
42,885,486
|
|
|
|
24,589,950
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow From Investing Activities: |
|
|
|
|
|
|
|
|
|
Net Cash Used in Investing Activities
|
|
|
(6,222,607)
|
|
|
|
(2,918,266)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow From Financing Activities: |
|
|
|
|
|
|
|
|
|
Early extinguishment of convertible notes
|
|
|
(43,046,250)
|
|
|
|
(50,402,417)
|
|
|
Proceeds from exercise of options for common stock
|
|
|
1,024,961
|
|
|
|
4,307,694
|
|
|
Purchase of treasury stock
|
|
|
(1,697,861)
|
|
|
|
(532,293)
|
|
|
Net Cash Used In Financing Activities
|
|
|
(43,719,150)
|
|
|
|
(46,627,016)
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash & Cash Equivalents
|
|
|
60,703
|
|
|
|
122,119
|
|
|
Net Decrease in Cash and Cash Equivalents |
|
|
(6,995,568)
|
|
|
|
(24,833,213)
|
|
|
Cash and Cash Equivalents at Beginning of Period |
|
|
66,225,479
|
|
|
|
91,058,692
|
|
|
Cash and Cash Equivalents at End of Period |
|
$
|
59,229,911
|
|
|
$
|
66,225,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
|
|
|
|
Fourteen
Weeks Ended
|
|
|
Thirteen
Weeks Ended
|
|
|
Fifty-three
Weeks Ended
|
|
|
Fifty-two
Weeks Ended
|
|
|
|
April 30, 2010
|
|
|
April 24, 2009
|
|
|
April 30, 2010
|
|
|
April 24, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$
|
11,590,304
|
|
|
$
|
6,523,015
|
|
|
$
|
78,448,884
|
|
|
$
|
26,720,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduct gain on early extinguishment of debt from net income; includes tax considerations among other effects
|
|
|
(108,528)
|
|
|
|
(573,864)
|
|
|
|
(2,439,862)
|
|
|
|
(9,895,370)
|
|
Deduct tax benefit for reduction in valuation allowance
|
|
|
–
|
|
|
|
–
|
|
|
|
(40,450,068)
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted net income |
|
$
|
11,481,776
|
|
|
$
|
5,949,151
|
|
|
$
|
35,558,954
|
|
|
$
|
16,825,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding |
|
|
28,372,751
|
|
|
|
26,832,762
|
|
|
|
28,696,375
|
|
|
|
27,542,198
|
|
Effect of removing the tax benefit for the reduction of the valuation allowance on diluted shares outstanding
|
|
|
–
|
|
|
|
–
|
|
|
|
(372,530)
|
|
|
|
–
|
|
Non-GAAP adjusted diluted weighted average shares outstanding
|
|
|
28,372,751
|
|
|
|
26,832,762
|
|
|
|
28,323,845
|
|
|
|
27,542,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income per share |
|
|
0.41
|
|
|
|
0.22
|
|
|
|
2.67
|
|
|
|
0.61
|
|
Non-GAAP adjusted diluted income per share
|
|
|
0.40
|
|
|
|
0.22
|
|
|
|
1.26
|
|
|
|
0.61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Income from Operations |
|
$
|
12,235,573
|
|
|
$
|
6,708,474
|
|
|
$
|
36,861,872
|
|
|
$
|
18,989,708
|
|
Depreciation and amortization |
|
|
688,452
|
|
|
|
917,802
|
|
|
|
2,598,192
|
|
|
|
3,086,256
|
|
Stock based compensation |
|
|
2,102,647
|
|
|
|
2,240,532
|
|
|
|
8,622,949
|
|
|
|
9,681,593
|
|
Adjusted EBITDA |
|
$
|
15,026,672
|
|
|
$
|
9,866,808
|
|
|
$
|
48,083,013
|
|
|
$
|
31,757,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNIT SALES
(Unaudited)
|
|
|
|
|
Fourteen
Weeks Ended
|
|
Fifty-three
Weeks Ended
|
|
Thirteen
Weeks Ended
|
|
Fifty-two
Weeks Ended
|
|
|
|
|
|
|
|
|
April 30, 2010
|
|
April 30, 2010
|
|
April 24, 2009
|
|
April 24, 2009
|
|
Quarter
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNIT SALES TOTAL |
|
|
2,763
|
|
9,786
|
|
2,410
|
|
8,955
|
|
14.6%
|
|
9.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Epilepsy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US
|
|
|
1,946
|
|
7,006
|
|
1,705
|
|
6,524
|
|
14.1%
|
|
7.4%
|
|
|
International
|
|
|
802
|
|
2,717
|
|
692
|
|
2,301
|
|
15.9%
|
|
18.1%
|
|
|
EPILEPSY TOTAL |
|
|
2,748
|
|
9,723
|
|
2,397
|
|
8,825
|
|
14.6%
|
|
10.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEPRESSION TOTAL |
|
|
15
|
|
63
|
|
13
|
|
130
|
|
15.4%
|
|
-51.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US TOTAL |
|
|
1,961
|
|
7,069
|
|
1,715
|
|
6,613
|
|
14.3%
|
|
6.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTERNATIONAL TOTAL |
|
|
802
|
|
2,717
|
|
695
|
|
2,342
|
|
15.4%
|
|
16.0%
|
|
SAN JOSE, Calif., June 2 /PRNewswire-FirstCall/ — SonicWALL, Inc. (Nasdaq: SNWL), a leading provider of IT security and data backup and recovery solutions, today announced it has entered into a definitive agreement to be acquired by an investor group led by Thoma Bravo, LLC in a transaction valued at approximately $717 million. The SonicWALL Board of Directors unanimously approved the agreement and recommends that the Company’s shareholders approve the transaction.
Under the terms of the agreement, SonicWALL shareholders will receive $11.50 in cash for each share of SonicWALL common stock they hold, representing a premium of approximately 28% over the Company’s most recent closing price, and approximately a 63% premium over the Company’s enterprise value.
The investor group is led by Thoma Bravo, LLC and includes the Ontario Teachers’ Pension Plan (Teachers’) through its private investor department, Teachers’ Private Capital.
“Our agreement with Thoma Bravo represents an attractive valuation for our shareholders, and we look forward to closing the transaction as quickly as possible,” said Matthew Medeiros, SonicWALL’s President and Chief Executive Officer. “A partnership with Thoma Bravo will strengthen our focus on delivering the most advanced and highest quality solutions to our customers.”
“Thoma Bravo and Teachers’ Private Capital are excited to partner with SonicWALL to continue building the company into a leader in the IT security market,” said Seth Boro, a Principal at Thoma Bravo.
“We look forward to working with SonicWALL to accelerate the company’s organic growth strategy and to pursue a consolidation strategy in the network security market as well as adjacent markets,” added Robert Sayle, a Vice President at Thoma Bravo.
“Thoma Bravo and Teachers’ Private Capital will continue to support SonicWALL’s efforts to increase its customer value through product innovation and world-class customer support,” said Neil Petroff, Teachers’ Executive Vice-President and Chief Investment Officer.
The transaction is subject to customary closing conditions, including requisite regulatory approvals and approval of SonicWALL shareholders. The transaction is not subject to a financing condition. SonicWALL expects the transaction to close in the Company’s fiscal quarter ending September 30, 2010, or early in the fiscal quarter ending December 31, 2010.
Centerview Partners LLC served as exclusive financial advisor to SonicWALL and provided a fairness opinion to the Company’s Board of Directors. Kirkland & Ellis LLP provided legal counsel to Thoma Bravo. Fenwick & West LLP provided legal counsel to SonicWALL.
About SonicWALL, Inc.
Guided by its vision of Dynamic Security for the Global Network, SonicWALL develops advanced intelligent network security and data protection solutions that adapt as organizations evolve and as threats evolve. Trusted by small and large enterprises worldwide, SonicWALL solutions are designed to detect and control applications and protect networks from intrusions and malware attacks through award-winning hardware, software and virtual appliance-based solutions. For more information, visit http://www.sonicwall.com/.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for more than 29 years. The firm originated the concept of industry consolidation investing, which seeks to create value through the strategic use of acquisitions to accelerate business growth. Thoma Bravo applies its investment strategy across multiple industries with particular focus on the software and services sectors. In the software industry, Thoma Bravo has completed 40 acquisitions across 14 platform companies with total annual earnings in excess of $700 million. For more information on Thoma Bravo, visit www.thomabravo.com.
About Teachers’ Private Capital
Teachers’ Private Capital, the private investment department of the Ontario Teachers’ Pension Plan, is one of the world’s largest private equity investors, having participated as a long-term investor in numerous transactions in Canada, the United States and Europe. Current investments of Teachers’ Private Capital include: Acorn Care & Education, Alliance Laundry Systems, Aquilex Corporation, General Nutrition Centers, Inc., Easton-Bell Sports, Exal Group, GCAN Insurance, Maple Leaf Sports & Entertainment, Munchkin, National Bedding Company (Serta) and Simmons Bedding Company, among others. Teachers’ Private Capital provides long-term, flexible capital and support to high-quality management teams seeking to grow and add value to their businesses over time.
With net assets of C$96.4 billion at December 31, 2009, the Ontario Teachers’ Pension Plan is an independent organization responsible for investing the pension fund and administering the pensions of Ontario’s 289,000 active and retired teachers. For more information visit www.otpp.com or www.teachersprivatecapital.com.
Information regarding the solicitation of proxies
In connection with the proposed transaction, SonicWALL will file a proxy statement and relevant documents concerning the proposed transaction with the SEC relating to the solicitation of proxies to vote at a special meeting of shareholders to be called to approve the proposed transaction. The definitive proxy statement will be mailed to the shareholders of SonicWALL in advance of the special meeting. Shareholders of SonicWALL are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about SonicWALL and the proposed transaction. Shareholders may obtain a free copy of the proxy statement and other relevant documents filed by SonicWALL with the SEC (when available) at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by SonicWALL by contacting SonicWALL Investor Relations by email at investor_relations@sonicwall.com or by phone at +1 (408) 745-9600.
SonicWALL and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from SonicWALL shareholders in respect of the proposed transaction. Information about the directors and executive officers of SonicWALL and their respective interests in SonicWALL by security holdings or otherwise is set forth in its proxy statements and Annual Reports on Form 10-K previously filed with the SEC. Investors may obtain additional information regarding the interest of the participants by reading the proxy statement regarding the acquisition when it becomes available. Each of these documents is, or will be, available for free at the SEC’s website at www.sec.gov and the SonicWALL Investor Relations website at www.sonicwall.com/us/company/2166.html.
Cautionary statement regarding forward-looking statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding benefits of the proposed transaction, future performance, and the completion of the transaction. These statements are based on the current expectations of management of SonicWALL, Inc., involve certain risks, uncertainties, and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, among other things, conditions to the closing of the transaction may not be satisfied and the transaction may involve unexpected costs, liabilities, or delays, and of which could cause the transaction to not be consummated. Additional factors that may affect the future results of SonicWALL are set forth in its filings with the Securities and Exchange Commission, which are available at www.sec.gov. All forward looking statements in this release are qualified by these cautionary statements and are made only as of the date of this release. SonicWALL is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
MILTON, Ga., June 2, 2010 (GLOBE NEWSWIRE) — Exide Technologies (Nasdaq:XIDE) (www.exide.com), a global leader in stored electrical energy solutions, announced today its fiscal 2010 fourth quarter and full year financial results, for the periods ended March 31, 2010.
Highlights of Fiscal 2010 Fourth Quarter and Full Year Results:
- Net sales for the fiscal 2010 fourth quarter of $714.7 million compared to $654.3 million in the prior year quarter on 8.4% lower volumes; fiscal year 2010 net sales decreased 19.2% from fiscal year 2009 on 18% lower volumes;
- Gross margin for the fiscal 2010 fourth quarter was 20.1% compared to 18.4% in the prior year period; fiscal year 2010 gross margin was 20.0% increasing 150 basis points over the prior fiscal year;
- Net income for the fiscal 2010 fourth quarter was $40.4 million or $0.53 per share as compared to a net loss of $64.4 million or ($0.85) per share in the fiscal 2009 fourth quarter; fiscal year 2010 net loss of $11.8 million or ($0.16) per share compared to a net loss of $69.5 million or ($0.92) per share in the prior year period; and
- Net cash provided by operating activities for fiscal year 2010 was $109.2 million compared to $120.5 million for the prior fiscal year; fiscal 2010 includes the impact of funding restructuring initiatives in the amount of $86.4 million.
Commenting on the Company’s Fiscal 2010 performance, Gordon A. Ulsh, Chief Executive Officer, said, “Like so many global industrial manufacturers, conditions in the markets we serve were far from ideal over the past twelve months. That said, we are encouraged by the meaningful improvement in our financial results in the fourth quarter and proud of the critical operational milestones achieved during the year, including the continued progress in our ongoing cost reduction and efficiency enhancement initiatives, as well as our effort to eliminate legacy excess capacity, principally in Europe.”
Fourth Quarter Consolidated Results
Fiscal 2010 fourth quarter consolidated net sales were $714.7 million, compared to net sales of $654.3 million in the fiscal 2009 fourth quarter. Net sales in the fiscal 2010 period were positively impacted by foreign currency translation ($34.4 million), price increases due to a 92% rise in average lead prices quarter over quarter ($78.2 million) offset by overall lower unit volumes and product mix ($52.2 million). The lower volume resulted in an approximate 8.4% reduction in unit sales and was driven by lower original equipment builds in the Motive Power channels, lower capital spending in the Network Power channels and softer aftermarket volumes in Transportation Americas.
Consolidated net income for the fiscal 2010 fourth quarter was $40.4 million or $0.53 per share compared to a net loss for the fiscal 2009 fourth quarter of $64.4 million or ($0.85) per share. The results for these comparable periods were impacted by the following items:
- The fiscal 2010 fourth quarter results include restructuring and related asset impairment charges of $15.2 million, net of tax, or ($0.20) per share ($16.7 million pre-tax). This amount compares with net of tax restructuring charges in the fourth quarter of the prior fiscal year in the amount of $51.7 million or ($0.68) per share ($53.5 million pre-tax). The prior year charges are principally the result of the closure of our Auxerre, France transportation manufacturing facility.
- The results of the fiscal 2010 fourth quarter include currency remeasurement losses, net of tax, in the amount of $3.7 million or ($0.05) per share ($7.0 million pre-tax), while the results of the fiscal 2009 fourth quarter include currency remeasurement losses of $5.9 million, net of tax, or ($0.08) per share ($8.5 million pre-tax).
- The fiscal 2010 fourth quarter includes an unrealized gain from revaluation of warrants liability in the amount of $0.3 million or $0.00 per share while the fiscal 2009 fourth quarter contains an unrealized gain from revaluation of warrants liability of $0.5 million or $0.01 per share. Unrealized gains and losses from revaluation of warrants liability are not subject to income taxes.
- The fiscal 2010 fourth quarter includes reorganization items in the amount of $0.2 million or ($0.00) per share ($0.4 million pre-tax) compared to the fiscal 2009 period of $0.6 million or ($0.01) per share ($0.9 million pre-tax).
- The fiscal 2010 fourth quarter tax benefit was positively impacted by $21.7 million or $0.29 per share due to valuation allowance decreases, principally in the U.S. This compares with $14.4 million or ($0.19) per share charge for valuation allowance increases in the fiscal 2009 fourth quarter.
Excluding the impact of the above described items, adjusted net income for the fiscal 2010 fourth quarter was $37.5 million or $0.49 per share. This compares with adjusted net income for the comparable prior year period of $7.7 million or $0.11 per share. A reconciliation of net income or loss and net income or loss per share to adjusted net income or loss and adjusted net income or loss per share is provided as an attachment to this release.
Consolidated Adjusted EBITDA for the fiscal 2010 fourth quarter was $56.2 million as compared with Adjusted EBITDA of $40.4 million in the prior fiscal year fourth quarter. Gross profit increased by $23.0 million in comparison to the prior fiscal year fourth quarter on lower volume, and as a percent of net sales, margins increased to 20.1% in the fiscal 2010 fourth quarter, compared to 18.4% in the prior year period, a 170 basis point margin improvement.
Selling, general and administrative expenses for the fiscal 2010 fourth quarter increased approximately 5% to $112.3 million versus the comparable prior year period of $107.0 million. The increase is primarily the result of foreign currency translation.
Net interest expense decreased approximately 11.7% or $2.0 million to $15.1 million in the fiscal 2010 fourth quarter as compared to $17.1 million in the fiscal 2009 fourth quarter; a result of lower average net debt and the favorable impact of lower interest rates. At March 31, 2010, net debt decreased to $569.9 million from $588.7 million at March 31, 2009.
Fiscal 2010 Full Year Consolidated Results
The Company reported a net loss for fiscal 2010 of $11.8 million or ($0.16) per share, compared to a net loss of $69.5 million or ($0.92) per share in the prior year period. Adjusted net income for fiscal 2010 was $48.5 million or $0.64 per share. This compares to an adjusted net income of $59.0 million or $0.79 per share for fiscal 2009. Refer to the attached reconciliation of net income or loss and net income or loss per share to adjusted net income or loss and adjusted net income or loss per share.
Net sales for fiscal 2010 totaled $2.7 billion as compared with $3.3 billion for the prior fiscal year. Foreign currency translation favorably impacted net sales in fiscal 2010 by approximately $27.0 million. Net sales for fiscal 2010 were negatively impacted by lead related pricing reductions resulting from lead escalator arrangements of approximately $86.6 million and approximately 18% lower unit volumes. Fiscal 2010 gross profit as a percent of net sales improved 150 basis points to 20.0% from 18.5% in the prior fiscal year primarily due to improved manufacturing efficiencies. Adjusted EBITDA for fiscal 2010 was $198.8 million versus $252.7 million in the comparable period of fiscal 2009.
As of March 31, 2010, the Company had cash and cash equivalents of $89.6 million and $124.6 million availability under its revolving bank credit facility. This compares to cash and cash equivalents of $69.5 million and $130.4 million availability under the revolving bank credit facility at March 31, 2009. Free cash flow was $14.0 million for fiscal 2010 as compared to a free cash flow of $19.4 million for fiscal 2009. Free cash flow in the current year period was in spite of spending approximately $86 million on restructuring initiatives, principally the result of two plant closures in Europe.
Segment Information for the Three and Twelve Months Ended March 31
Transportation Segments
Net sales of the Company’s combined Transportation segments in the fiscal 2010 fourth quarter were $475.0 million as compared to $418.1 million in the same period of fiscal 2009. A weaker dollar against most foreign currencies resulted in favorable currency translation impact of approximately $19.3 million. Price increases resulting from lead escalator agreements positively impacted net sales by $61.5 million in the fiscal 2010 fourth quarter as compared to the same period of fiscal 2009. Unit volumes for the combined segments were approximately 9% lower in the fiscal 2010 fourth quarter as compared to the fiscal 2009 period. Net sales for fiscal 2010 were $1.75 billion as compared to $2.0 billion for fiscal 2009.
Adjusted EBITDA for the combined Transportation segments was $60.0 million in the fiscal 2010 fourth quarter versus $18.6 million in the comparable fiscal 2009 period. Adjusted EBITDA for the Transportation segments increased in the current fiscal quarter from the prior year period primarily due to successful cost savings initiatives and higher profits from its recycling operations. Adjusted EBITDA for fiscal 2010 was $177.6 million versus $139.3 million for fiscal 2009. While fiscal 2010 Adjusted EBITDA in Transportation Americas was 4.8% lower than fiscal 2009 principally due to 18.8% lower net sales, the Company enjoyed a dramatic turn around in the Transportation Europe and Rest of World business, driven by positive mix from aftermarket share gains and solid cost reduction initiatives, including the Auxerre plant closure.
Industrial Energy Segments
Fiscal 2010 fourth quarter total net sales for the Company’s combined Industrial Energy segments were $239.6 million as compared to $236.2 million in the comparable fiscal 2009 period. Unit volumes for the combined segments were approximately 2.6% lower due to continued softness in both motive power and network power channels in the fiscal 2010 fourth quarter as compared to the prior year period. Net sales were positively impacted by favorable foreign currency translation of $15.1 million and lead related price increases due to lead escalator arrangements of approximately $16.6 million over the prior year period. Net sales for fiscal 2010 were $939 million compared to $1.3 billion for fiscal 2009.
Total Adjusted EBITDA for the Industrial Energy segments in the fiscal 2010 fourth quarter totaled $6.5 million versus $30.8 million in the fiscal 2009 fourth quarter. Adjusted EBITDA for fiscal 2010 was $48.2 million versus $144.4 million in the prior year period. Adjusted EBITDA for the quarter and full year was adversely impacted by lower unit volume in both segments and by an extremely competitive pricing environment, especially in Europe. “We believe that market indicators continue to point to a firming of demand in both the Motive and Network channels,” said Ulsh.
Looking Ahead
“While the global markets are far from stable, we are encouraged by what we are seeing as we look ahead to Fiscal 2011,” said Ulsh. “Within both our Transportation and Industrial Energy segments, the market indicators continue to point to a firming of demand in all channels.”
According to Ulsh, steadily improving gross margins, coupled with the anticipated positive market trends, the Company expects fiscal 2011 first quarter Adjusted EBITDA to be significantly higher than fiscal 2010 first quarter Adjusted EBITDA. “Looking ahead, we expect to benefit from improved operating leverage; the result of lower fixed costs and improving market trends.”
As previously announced, Gordon Ulsh, Chief Executive Officer of Exide Technologies, is scheduled to retire on June 30, 2010. Earlier this year, the company retained an executive search firm to assist it in identifying Mr. Ulsh’s successor. Mr. Ulsh has agreed to continue serving as Chief Executive Officer for a period currently not anticipated to extend beyond July 31, 2010 or earlier if his successor has been appointed prior to such date.
Non-GAAP Financial Measures
The Company uses Adjusted EBITDA as a key measure of its operational financial performance. This measure is the key indicator of the Company’s operational performance and excludes the nonrecurring impact of the Company’s current restructuring actions. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization and restructuring charges. The Company’s Adjusted EBITDA definition also adjusts reported earnings for the effect of non-cash currency remeasurement gains or losses, the non-cash gain or loss from revaluation of the Company’s warrants liability, impairment charges and non-cash gains or losses on asset sales. Please refer to the reconciliations of net income (loss) to EBIT and Adjusted EBITDA below.
The Company calculates Adjusted Earnings Per Share by excluding from net income (loss) per diluted share certain items, such as non-cash tax valuation allowances, reorganization items related to the Company’s prior bankruptcy proceedings and the non-cash gain or loss from revaluation of the Company’s warrants liability. The Company also excludes the impact of restructuring and impairment charges incurred to improve its relative cost position when compared with the competition. Further, non-cash currency remeasurement gains and losses have been excluded as these are the result of financing as opposed to operating decisions. The Company believes that these measures are useful to investors and management because they allow investors to evaluate the Company’s performance for different periods on a more comparable basis by excluding these non-operational items that the Company believes are not indicative of, or may obscure trends useful in evaluating, the Company’s continuing operations. This supplemental presentation should not be construed as an inference that the Company’s future results will be unaffected by similar adjustments to net income (loss) per share determined in accordance with GAAP.
The Company also defines Free Cash Flow as cash from operating activities and cash from investing activities, both as measured in accordance with Generally Accepted Accounting Principles. We believe that Free Cash Flow provides useful information about the cash generated by our core operations after capital expenditures and the sale of non-core assets.
All of the foregoing non-GAAP financial measures should be used in addition to, butnot in isolation or asa substitute for, the analysis provided in the Company’s measures of financial performance prepared in conformity with U.S. GAAP. The non-GAAP financial measures should be read only in conjunction with the Company’s condensed consolidated financial statements prepared in accordance with GAAP.
Conference Call
The Company previously announced that it will hold a conference call to discuss its results on June 3, 2010 at 9:00 a.m. Eastern Time.
Conference call details:
Dial-in number for US/Canada: 877-296-1542
Dial-in number for international callers: 706-679-5918
Conference ID: 73234264
A telephonic replay of the conference call is available:
Dates: from 12:00 p.m. ET June, 3 2010 to 11:59 p.m. ET June 17, 2010
Domestic dial-in: 800-642-1687
International dial-in: 706-645-9291
Passcode: 73234264
About Exide Technologies
Exide Technologies, with operations in more than 80 countries, is one of the world’s largest producers and recyclers of lead-acid batteries. The Company’s four global business groups — Transportation Americas, Transportation Europe and Rest of World, Industrial Energy Americas and Industrial Energy Europe and Rest of World — provide a comprehensive range of stored electrical energy products and services for industrial and transportation applications.
Transportation markets include original-equipment and aftermarket automotive, heavy-duty truck, agricultural and marine applications, and new technologies for hybrid vehicles and automotive applications. Industrial markets include network power applications such as telecommunications systems, electric utilities, railroads, photovoltaic (solar-power related) and uninterruptible power supply (UPS), and motive-power applications including lift trucks, mining and other commercial vehicles.
Further information about Exide, including its financial results, are available at www.exide.com.
The Exide Technologies logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3300
Forward-Looking Statements
Except for historical information, this press release may be deemed to contain “forward-looking” statements. The Company is including this cautionary statement for the express purpose of availing itself of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include, but are not limited to (a) projections of revenues, cost of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, the effect of currency translations, capital structure, and other financial items, (b) statements of plans and objectives of the Company or its management or Board of Directors, including the introduction of new products, or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities, (c) statements of future economic performance, and (d) statements of assumptions, such as the prevailing weather conditions in the Company’s market areas, underlying other statements and statements about the Company or its business.
Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following general factors such as: (i) the fact that lead, a major constituent in most of the Company’s products, experiences significant fluctuations in market price and is a hazardous material that may give rise to costly environmental and safety claims, (ii) the Company’s ability to implement and fund business strategies based on current liquidity, (iii) the Company’s ability to realize anticipated efficiencies and avoid additional unanticipated costs related to its restructuring activities, (iv) the cyclical nature of the industries in which the Company operates and the impact of current adverse economic conditions on those industries, (v) unseasonable weather (warm winters and cool summers) which adversely affects demand for automotive and some industrial batteries, (vi) the Company’s substantial debt and debt service requirements which may restrict the Company’s operational and financial flexibility, as well as imposing significant interest and financing costs, (vii) the litigation proceedings to which the Company is subject, the results of which could have a material adverse effect on the Company and its business, (viii) the realization of the tax benefits of the Company’s net operating loss carry forwards, which is dependent upon future taxable income, (ix) the negative results of tax audits in the U.S. and Europe which could require the payment of significant cash taxes, (x)competitiveness of the battery markets in the Americas and Europe, (xi) risks involved in foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against U.S. interests, (xii) the ability to acquire goods and services and/or fulfill later needs at budgeted costs, (xiii) general economic conditions, (xiv) the Company’s ability to successfully pass along increased material costs to its customers, and (xv) recently adopted U.S. lead emissions standards and the implementation of such standards by applicable states.
The Company cautions each reader of this press release to carefully consider those factors hereinabove set forth and those factors described in the Company’s annual report on Form 10-K filed on June 2, 2010. Such factors and statements have, in some instances, affected and in the future could affect the ability of the Company to achieve its projected results and may cause actual results to differ materially from those expressed herein. We undertake no obligation to update any forward-looking statements in this press release.
Financial tables follow
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended |
|
March 31, 2010 |
March 31, 2009 |
March 31, 2008 |
|
(In thousands, except per-share data) |
NET SALES |
$ 2,685,808 |
$ 3,322,332 |
$ 3,696,671 |
COST OF SALES |
2,147,712 |
2,708,664 |
3,103,481 |
Gross profit |
538,096 |
613,668 |
593,190 |
|
|
|
|
EXPENSES: |
|
|
|
Selling, marketing and advertising |
258,212 |
297,032 |
289,975 |
General and administrative |
182,549 |
173,990 |
176,607 |
Restructuring |
70,594 |
63,271 |
10,507 |
Other expense (income), net |
(1,566) |
41,264 |
(39,069) |
Interest expense, net |
59,933 |
72,240 |
85,517 |
Loss on early extinguishment of debt |
— |
— |
21,342 |
|
569,722 |
647,797 |
544,879 |
|
|
|
|
(Loss) income before reorganization items, and income taxes |
(31,626) |
(34,129) |
48,311 |
REORGANIZATION ITEMS, NET |
1,674 |
2,179 |
3,822 |
INCOME TAX (BENEFIT) PROVISION |
(21,963) |
32,173 |
10,886 |
Net (loss) income |
(11,337) |
(68,481) |
33,603 |
NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS |
477 |
1,041 |
1,544 |
Net (loss) income attributable to Exide Technologies |
$ (11,814) |
$ (69,522) |
$ 32,059 |
|
|
|
|
(LOSS) EARNINGS PER SHARE |
|
|
|
Basic |
$ (0.16) |
$ (0.92) |
$ 0.47 |
Diluted |
$ (0.16) |
$ (0.92) |
$ 0.46 |
|
|
|
|
WEIGHTED AVERAGE SHARES |
|
|
|
Basic |
75,960 |
75,526 |
68,306 |
Diluted |
75,960 |
75,526 |
69,284 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
March 31, 2010 |
March 31, 2009 |
ASSETS |
(In thousands) |
Current assets: |
|
|
Cash and cash equivalents |
$ 89,558 |
$ 69,505 |
Receivables, net of allowance for doubtful accounts of $31,274 and $28,855 |
488,942 |
497,841 |
Inventories |
418,396 |
420,815 |
Prepaid expenses and other |
16,599 |
17,427 |
Deferred financing costs, net |
4,944 |
4,890 |
Deferred income taxes |
24,386 |
33,005 |
Total current assets |
1,042,825 |
1,043,483 |
Property, plant and equipment, net |
603,160 |
586,261 |
Other assets: |
|
|
Goodwill and intangibles, net |
180,428 |
179,333 |
Investments in affiliates |
2,156 |
2,048 |
Deferred financing costs, net |
7,316 |
12,134 |
Deferred income taxes |
85,613 |
51,272 |
Other |
34,728 |
25,656 |
|
310,241 |
270,443 |
Total assets |
$ 1,956,226 |
$ 1,900,187 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
Current liabilities: |
|
|
Short-term borrowings |
$ 7,682 |
$ 6,977 |
Current maturities of long-term debt |
5,241 |
5,048 |
Accounts payable |
333,532 |
261,652 |
Accrued expenses |
267,038 |
279,447 |
Warrants liability |
336 |
1,143 |
Total current liabilities |
613,829 |
554,267 |
Long-term debt |
646,604 |
646,180 |
Noncurrent retirement obligations |
221,248 |
197,403 |
Deferred income tax liability |
23,485 |
30,229 |
Other noncurrent liabilities |
103,022 |
130,041 |
Total liabilities |
1,608,188 |
1,558,120 |
Commitments and contingencies |
|
|
STOCKHOLDERS’ EQUITY |
|
|
Preferred stock, $0.01 par value, 1,000 shares
authorized, 0 shares issued and outstanding |
— |
— |
Common stock, $0.01 par value, 200,000 shares
authorized, 75,601 and 75,499 shares issued and outstanding |
756 |
755 |
Additional paid-in capital |
1,119,959 |
1,111,001 |
Accumulated deficit |
(799,095) |
(787,281) |
Accumulated other comprehensive income |
10,714 |
1,752 |
Total stockholders’ equity attributable to Exide Technologies |
332,334 |
326,227 |
Noncontrolling interests |
15,704 |
15,840 |
Total stockholders’ equity |
348,038 |
342,067 |
Total liabilities and stockholders’ equity |
$ 1,956,226 |
$ 1,900,187 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
For the Fiscal Year Ended |
|
March 31, 2010 |
March 31, 2009 |
March 31, 2008 |
Cash Flows From Operating Activities: |
(In thousands) |
Net (loss) income |
$ (11,337) |
$ (68,481) |
$ 33,603 |
Adjustments to reconcile net (loss) income to
net cash provided by operating activities |
|
|
|
Depreciation and amortization |
90,113 |
95,918 |
101,161 |
Unrealized (gain) loss on warrants |
(807) |
(7,129) |
2,975 |
Loss (gain) on asset sales / impairments |
10,002 |
11,744 |
(237) |
Deferred income taxes |
(28,363) |
12,916 |
(5,435) |
Provision for doubtful accounts |
4,741 |
8,044 |
5,974 |
Non-cash stock compensation |
10,747 |
5,696 |
5,465 |
Reorganization items, net |
1,674 |
2,179 |
3,822 |
Amortization of deferred financing costs |
5,004 |
5,034 |
4,900 |
Loss on early extinguishment of debt |
— |
— |
21,342 |
Currency remeasurement (gain) loss |
(10,239) |
42,134 |
(40,782) |
Changes in assets and liabilities — |
|
|
|
Receivables |
21,090 |
162,390 |
(43,606) |
Inventories |
20,128 |
88,739 |
(113,877) |
Prepaid expenses and other |
1,451 |
(1,570) |
3,763 |
Payables |
68,060 |
(155,958) |
58,596 |
Accrued liabilities |
(36,562) |
(14,107) |
7,625 |
Noncurrent liabilities |
(23,661) |
(67,004) |
(46,578) |
Other, net |
(12,879) |
(24) |
2,369 |
Net cash provided by operating activities |
109,162 |
120,521 |
1,080 |
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
Capital expenditures |
(96,092) |
(108,914) |
(56,854) |
Proceeds from asset sales, net |
850 |
7,827 |
7,057 |
Net cash used in investing activities |
(95,242) |
(101,087) |
(49,797) |
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
(Decrease) increase in short-term borrowings |
(236) |
(10,438) |
4,699 |
Payments under Senior Credit Facility |
(3,005) |
(2,977) |
(13,176) |
Common stock issuance |
— |
368 |
91,139 |
Increase (Decrease) in other debt |
6,995 |
(16,394) |
6,697 |
Increase in controlling interests in subsidiaries |
(1,789) |
— |
— |
Financing costs and other |
(35) |
— |
(31,985) |
Net cash provided by (used in) financing activities |
1,930 |
(29,441) |
57,374 |
|
|
|
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
4,203 |
(11,035) |
5,679 |
|
|
|
|
Net Increase (Decrease) In Cash and Cash Equivalents |
20,053 |
(21,042) |
14,336 |
Cash and Cash Equivalents, Beginning of Period |
69,505 |
90,547 |
76,211 |
Cash and Cash Equivalents, End of Period |
$ 89,558 |
$ 69,505 |
$ 90,547 |
|
|
|
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
Cash paid during the period for— |
|
|
|
Interest |
$ 47,129 |
$ 63,567 |
$ 75,234 |
Income taxes (net of refunds) |
$ 9,954 |
$ 16,288 |
$ 18,848 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
ADJUSTED EBITDA RECONCILIATION BY SEGMENT |
(In millions) |
|
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation |
Industrial Energy |
|
|
|
Americas |
Europe
and ROW |
Americas |
Europe
and ROW |
Other |
TOTAL |
|
|
|
|
|
|
|
Net income (loss) |
$28.8 |
$14.2 |
$2.5 |
($15.6) |
$10.5 |
$40.4 |
Interest expense, net |
— |
— |
— |
— |
15.1 |
15.1 |
Income tax benefit |
— |
— |
— |
— |
(48.5) |
(48.5) |
|
|
|
|
|
|
|
EBIT |
28.8 |
14.2 |
2.5 |
(15.6) |
(22.9) |
7.0 |
|
|
|
|
|
|
|
Depreciation and amortization |
7.5 |
5.1 |
2.8 |
5.4 |
1.9 |
22.7 |
Reorganization items, net |
— |
— |
— |
— |
0.4 |
0.4 |
Restructuring |
(0.5) |
3.9 |
0.2 |
10.5 |
1.1 |
15.2 |
Currency remeasurement (gain) loss |
(0.1) |
0.3 |
0.2 |
— |
6.6 |
7.0 |
Noncontrolling interest |
— |
— |
— |
— |
0.2 |
0.2 |
Unrealized gain on revaluation of warrants |
— |
— |
— |
— |
(0.3) |
(0.3) |
Loss on sale/impairment of assets |
— |
1.1 |
— |
0.4 |
— |
1.5 |
Other, principally non cash stock compensation expense |
— |
(0.3) |
(0.4) |
0.5 |
2.7 |
2.5 |
|
|
|
|
|
|
|
Adjusted EBITDA |
$ 35.7 |
$ 24.3 |
$ 5.3 |
$ 1.2 |
$ (10.3) |
$ 56.2 |
|
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation |
Industrial Energy |
|
|
|
Americas |
Europe
and ROW |
Americas |
Europe
and ROW |
Other |
TOTAL |
|
|
|
|
|
|
|
Net income (loss) |
$11.5 |
($57.9) |
$5.4 |
$14.2 |
($37.6) |
($64.4) |
|
|
|
|
|
|
|
Interest expense, net |
— |
— |
— |
— |
17.0 |
17.0 |
Income tax benefit |
— |
— |
— |
— |
(1.0) |
(1.0) |
|
|
|
|
|
|
|
EBIT |
11.5 |
(57.9) |
5.4 |
14.2 |
(21.6) |
(48.4) |
|
|
|
|
|
|
|
Depreciation and amortization |
7.2 |
5.0 |
2.6 |
5.5 |
1.8 |
22.1 |
Take Charge! |
— |
2.4 |
— |
— |
— |
2.4 |
Reorganization items, net |
— |
— |
— |
— |
0.9 |
0.9 |
Restructuring |
2.5 |
38.3 |
0.1 |
2.3 |
0.4 |
43.6 |
Currency remeasurement loss (gain) |
0.3 |
— |
(0.2) |
0.5 |
7.9 |
8.5 |
Noncontrolling interest |
— |
— |
— |
— |
— |
— |
Unrealized gain on revaluation of warrants |
— |
— |
— |
— |
(0.5) |
(0.5) |
Loss on sale/impairment of assets |
1.3 |
8.0 |
0.5 |
0.1 |
— |
9.9 |
Other, principally non cash stock compensation expense |
— |
— |
(0.1) |
(0.1) |
2.1 |
1.9 |
|
|
|
|
|
|
|
Adjusted EBITDA |
$ 22.8 |
$ (4.2) |
$ 8.3 |
$ 22.5 |
$ (9.0) |
$ 40.4 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
ADJUSTED EBITDA RECONCILIATION BY SEGMENT |
(In millions) |
|
|
|
|
|
|
|
FOR THE FISCAL YEAR ENDED MARCH 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation |
Industrial Energy |
|
|
|
Americas |
Europe
and ROW |
Americas |
Europe
and ROW |
Other |
TOTAL |
|
|
|
|
|
|
|
Net income (loss) |
$83.0 |
$14.9 |
$13.1 |
($45.3) |
($77.5) |
($11.8) |
Interest expense, net |
— |
— |
— |
— |
59.9 |
59.9 |
Income tax benefit |
— |
— |
— |
— |
(22.0) |
(22.0) |
|
|
|
|
|
|
|
EBIT |
83.0 |
14.9 |
13.1 |
(45.3) |
(39.6) |
26.1 |
|
|
|
|
|
|
|
Depreciation and amortization |
28.8 |
20.8 |
10.7 |
22.9 |
6.9 |
90.1 |
Reorganization items, net |
— |
— |
— |
— |
1.7 |
1.7 |
Restructuring |
4.9 |
26.0 |
0.4 |
36.9 |
2.4 |
70.6 |
Currency remeasurement (gain) loss |
(1.4) |
(0.4) |
1.2 |
(0.5) |
(9.1) |
(10.2) |
Noncontrolling interest |
— |
— |
— |
— |
0.5 |
0.5 |
Unrealized gain on revaluation of warrants |
— |
— |
— |
— |
(0.8) |
(0.8) |
Loss (gain) on sale/impairment of assets |
0.3 |
1.0 |
0.1 |
8.7 |
(0.1) |
10.0 |
Other, principally non cash stock compensation expense |
— |
(0.3) |
(0.4) |
0.4 |
11.1 |
10.8 |
|
|
|
|
|
|
|
Adjusted EBITDA |
$ 115.6 |
$ 62.0 |
$ 25.1 |
$ 23.1 |
$ (27.0) |
$ 198.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE FISCAL YEAR ENDED MARCH 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation |
Industrial Energy |
|
|
|
Americas |
Europe
and ROW |
Americas |
Europe
and ROW |
Other |
TOTAL |
|
|
|
|
|
|
|
Net income (loss) |
$82.7 |
($62.2) |
$41.2 |
$52.8 |
($184.0) |
($69.5) |
|
|
|
|
|
|
|
Interest expense, net |
— |
— |
— |
— |
72.2 |
72.2 |
Income tax provision |
— |
— |
— |
— |
32.2 |
32.2 |
|
|
|
|
|
|
|
EBIT |
82.7 |
(62.2) |
41.2 |
52.8 |
(79.6) |
34.9 |
|
|
|
|
|
|
|
Depreciation and amortization |
30.2 |
24.6 |
9.4 |
24.8 |
6.9 |
95.9 |
Take Charge |
— |
3.0 |
— |
— |
— |
3.0 |
Reorganization items, net |
— |
— |
— |
— |
2.2 |
2.2 |
Restructuring |
3.4 |
44.2 |
0.1 |
14.7 |
0.9 |
63.3 |
Currency remeasurement loss (gain) |
3.7 |
0.3 |
(1.3) |
0.5 |
38.9 |
42.1 |
Noncontrolling interest |
— |
— |
— |
— |
1.0 |
1.0 |
Unrealized gain on revaluation of warrants |
— |
— |
— |
— |
(7.1) |
(7.1) |
Loss on sale/impairment of assets |
1.4 |
8.0 |
1.3 |
1.0 |
— |
11.7 |
Other, principally non cash stock compensation expense |
— |
— |
— |
(0.1) |
5.8 |
5.7 |
|
|
|
|
|
|
|
Adjusted EBITDA |
$ 121.4 |
$ 17.9 |
$ 50.7 |
$ 93.7 |
$ (31.0) |
$ 252.7 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
COMPARATIVE NET SALES AND ADJUSTED EBITDA BY SEGMENT |
(In millions) |
|
|
Transportation |
Industrial Energy |
|
|
|
Americas |
Europe
and ROW |
Americas |
Europe
and ROW |
Unallocated
Corporate |
Consolidated |
Q4 FY2010 |
|
|
|
|
|
|
Net sales |
$ 228.3 |
$ 246.8 |
$ 63.8 |
$ 175.8 |
$ — |
$ 714.7 |
Adjusted EBITDA |
35.7 |
24.3 |
5.3 |
1.2 |
(10.3) |
56.2 |
|
|
|
|
|
|
|
Q4 FY2009 |
|
|
|
|
|
|
Net sales |
$ 241.5 |
$ 176.6 |
$ 56.4 |
$ 179.8 |
$ — |
$ 654.3 |
Adjusted EBITDA |
22.8 |
(4.2) |
8.3 |
22.5 |
(9.0) |
40.4 |
|
|
|
|
|
|
|
|
Transportation |
Industrial Energy |
|
|
|
Americas |
Europe
and ROW |
Americas |
Europe
and ROW |
Unallocated
Corporate |
Consolidated |
FULL YEAR FY2010 |
|
|
|
|
|
|
Net sales |
$ 922.6 |
$ 824.2 |
$ 237.1 |
$ 701.9 |
$ — |
$ 2,685.8 |
Adjusted EBITDA |
115.6 |
62.0 |
25.1 |
23.1 |
(27.0) |
198.8 |
|
|
|
|
|
|
|
FULL YEAR FY2009 |
|
|
|
|
|
|
Net sales |
$ 1,136.6 |
$ 908.1 |
$ 287.1 |
$ 990.5 |
$ — |
$ 3,322.3 |
Adjusted EBITDA |
121.4 |
17.9 |
50.7 |
93.7 |
(31.0) |
252.7 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
COMPUTATION OF FREE CASH FLOW |
(In millions) |
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED |
FOR THE FISCAL YEAR ENDED |
|
March 31, 2010 |
March 31, 2009 |
March 31, 2010 |
March 31, 2009 |
|
|
|
|
|
Net cash provided by operating activities |
$ 27.7 |
$ — |
$ 109.2 |
$ 120.5 |
|
|
|
|
|
Net cash used in investing activities |
(37.4) |
(55.3) |
(95.2) |
(101.1) |
|
|
|
|
|
Free Cash Flow |
$ (9.7) |
$ (55.3) |
$ 14.0 |
$ 19.4 |
EXIDE TECHNOLOGIES AND SUBSIDIARIES |
NON-GAAP ADJUSTED EARNINGS (LOSS) PER SHARE RECONCILIATION |
(In millions, except per share data) |
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED |
|
March 31, 2010 |
March 31, 2009 |
|
Dollars |
Per Share |
Dollars |
Per Share |
|
|
|
|
|
Net earnings |
$ 40.4 |
$ 0.53 |
$ (64.4) |
$ (0.84) |
|
|
|
|
|
(Decreases) increases in tax valuation allowance |
(21.7) |
(0.29) |
14.4 |
0.19 |
|
|
|
|
|
Reorganization items, net of tax |
0.2 |
— |
0.6 |
0.01 |
|
|
|
|
|
Restructuring and impairment, net of tax |
15.2 |
0.20 |
51.7 |
0.68 |
|
|
|
|
|
Currency remeasurement loss, net of tax |
3.7 |
0.05 |
5.9 |
0.08 |
|
|
|
|
|
Unrealized gain on revaluation of warrants |
(0.3) |
— |
(0.5) |
(0.01) |
|
|
|
|
|
Non-GAAP Adjusted Net Income / EPS |
$ 37.5 |
$ 0.49 |
$ 7.7 |
$ 0.11 |
|
|
|
|
|
|
|
|
|
|
|
FOR THE FISCAL YEAR ENDED |
|
March 31, 2010 |
March 31, 2009 |
|
Dollars |
Per Share |
Dollars |
Per Share |
|
|
|
|
|
Net loss |
$ (11.8) |
$ (0.16) |
$ (69.5) |
$ (0.92) |
|
|
|
|
|
(Decreases) increases in tax valuation allowance |
(9.7) |
(0.12) |
35.9 |
0.48 |
|
|
|
|
|
Reorganization items, net of tax |
1.0 |
0.01 |
1.3 |
0.02 |
|
|
|
|
|
Restructuring and impairment, net of tax |
75.8 |
1.00 |
72.0 |
0.95 |
|
|
|
|
|
Currency remeasurement (gain) loss, net of tax |
(6.0) |
(0.08) |
26.4 |
0.35 |
|
|
|
|
|
Unrealized gain on revaluation of warrants |
(0.8) |
(0.01) |
(7.1) |
(0.09) |
|
|
|
|
|
Non-GAAP Adjusted Net Income / EPS |
$ 48.5 |
$ 0.64 |
$ 59.0 |
$ 0.79 |
Jun. 1, 2010 (Business Wire) — Columbia Laboratories, Inc. (Nasdaq: CBRX) announced today the signing of a $15 million subordinated term loan with Watson Pharmaceuticals, Inc. (NYSE: WPI). The proceeds from the loan are intended to be used to finance activities related to PROCHIEVE® 8% (progesterone gel), the ongoing PREGNANT Study, other development programs for the preterm birth indication and other general corporate purposes.
The loan bears interest at the rate of 4% per annum, compounded monthly, and is payable upon maturity on December 31, 2011. The loan is subordinate to all existing indebtedness of Columbia. If the previously announced definitive agreement for Watson to acquire substantially all of Columbia’s progesterone related assets and 11.2 million shares of common stock closes before the maturity date of the loan, all principal and accrued interest on the loan will be forgiven. However, if Columbia closes a similar transaction with another party or otherwise has a change of control prior to August 31, 2011, the term loan and accrued interest would become due and payable in their entirety, together with a pre-payment penalty of $2 million.
The agreement between Columbia and Watson remains unchanged from the transaction announced on March 4, 2010, and was unanimously approved by Columbia’s Board of Directors. Its closing is subject to customary conditions, including approval by Columbia’s stockholders. It is expected to close in early July.
The contingent agreement with PharmaBio Development to pre-pay the approximately $16 million balance of the minimum royalty payments due in November 2010, and the contingent agreements to pre-pay 100% of the $40 million in convertible notes due December 31, 2011, remain unchanged. The closings of the transactions under the debt pre-payment agreements are subject to various closing conditions, including the closing of the Watson transaction.
Prior to entering into the subordinated term loan with Watson, Columbia received a proposal from another global pharmaceutical company to acquire the assets and shares of Columbia common stock that are currently the subject of the Watson agreement. After careful review of the proposal, including consultation with Columbia’s financial advisors and outside counsel, Columbia’s Board determined that the proposal could have reasonably been expected to result in a superior proposal (as such term is used in our definitive agreement with Watson). However, in light of the subordinated term loan now being provided by Watson, the Board has reaffirmed its determination that the Watson transaction is in the best interests of Columbia’s stockholders and that it will recommend it to stockholders.
The Company will file the definitive proxy statement for the stockholder vote today.
ABOUT COLUMBIA LABORATORIES
Columbia Laboratories, Inc. is a specialty pharmaceutical company focused on developing and commercializing products for the women’s healthcare and endocrinology markets that use its novel bioadhesive drug delivery technology. Columbia’s United States sales organization markets CRINONE® 8% (progesterone gel) in the United States for progesterone supplementation as part of an Assisted Reproductive Technology treatment for infertile women with progesterone deficiency and STRIANT® (testosterone buccal system) for the treatment of hypogonadism in men. Columbia’s partners market CRINONE® 8% and STRIANT® to foreign markets.
The Company is conducting, in collaboration with the NIH, the PREGNANT (PROCHIEVE® Extending GestatioN A New Therapy) Study of PROCHIEVE® 8% (progesterone gel) to reduce the risk of preterm birth in women with a cervical length between 1.0 and 2.0 centimeters as measured by transvaginal ultrasound at mid-pregnancy. The primary endpoint of the study is a reduction in the incidence of preterm birth at less than or equal to 32 weeks gestation vs. placebo.
Columbia’s press releases and other company information are available at Columbia’s website at www.columbialabs.com and its investor relations website at www.cbrxir.com.
Additional Information about the Watson Transactions and Where to Find It
This communication is not a solicitation of a proxy from any security holder of Columbia. In connection with stockholder approval of the sale of the assets contemplated by the Purchase and Collaboration Agreement and certain other matters, Columbia is filing today with the SEC a definitive proxy statement and will mail to its security holders such statement and other materials. THE PROXY STATEMENT WILL BE SENT TO COLUMBIA SECURITY HOLDERS AND WILL CONTAIN IMPORTANT INFORMATION ABOUT COLUMBIA, WATSON, THE SALE OF THE ASSETS PURSUANT TO THE PURCHASE AND COLLABORATION AGREEMENT, AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED SALE OF THE ASSETS AND THE OTHER MATTERS DESCRIBED THEREIN. Free copies of the proxy statement and other documents filed with the SEC by Columbia, when they become available, can be obtained through the website maintained by the SEC at www.sec.gov. In addition, free copies of the proxy statement will be available from Columbia by contacting Lawrence A. Gyenes at (973) 486-8860 or lgyenes@columbialabs.com, or on Columbia’s investor relations website at www.cbrxir.com.
Participation in the Solicitation
Columbia and its directors and executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from Columbia’s stockholders in connection with the proposed transactions described herein. Information regarding the special interests of these directors, executive officers and members of management in the proposed transactions will be included in the proxy statement and other relevant documents filed with the SEC. Additional information regarding Columbia’s directors and executive officers is also included in Columbia’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009, which was filed with the SEC on April 30, 2010. Columbia’s Form 10-K/A is available free of charge at the SEC’s website at www.sec.gov and from Columbia by contacting it as described above.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements, which statements are indicated by the words “may,” “will,” “plans,” “believes,” “expects,” “anticipates,” “potential,” and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Factors that might cause future results to differ include, but are not limited to, the following: approval of the sale of the assets and other matters contemplated by the Purchase and Collaboration Agreement with Watson Pharmaceuticals, Inc., by Columbia’s stockholders; the successful marketing of CRINONE® and STRIANT® in the United States; the successful marketing of CRINONE by Merck Serono outside the United States; the timely and successful completion of the ongoing Phase III PREGNANT (PROCHIEVE® Extending Gestation A New Therapy) Study of PROCHIEVE 8% to reduce the risk of preterm birth in women with a short cervix at mid-pregnancy; successful development of a next-generation vaginal progesterone product; success in obtaining acceptance and approval of new products and new indications for current products by the United States Food and Drug Administration and international regulatory agencies; the impact of competitive products and pricing; our ability to obtain financing in order to fund our operations and repay our debt as it becomes due; the timely and successful negotiation of partnerships or other transactions; the strength of the United States dollar relative to international currencies, particularly the euro; competitive economic and regulatory factors in the pharmaceutical and healthcare industry; general economic conditions; and other risks and uncertainties that may be detailed, from time-to-time, in Columbia’s reports filed with the SEC. Completion of the sale of the assets under the Purchase and Collaboration Agreement with Watson Pharmaceuticals, Inc., and the other transactions disclosed in the Company’s press release dated March 4, 2010, are subject to various conditions to closing, and there can be no assurance those conditions will be satisfied or that such sale or other transactions will be completed on the terms described in the Purchase and Collaboration Agreement with Watson Pharmaceuticals, Inc., or other agreements related thereto or at all. All forward-looking statements contained herein are neither promises nor guarantees. Columbia does not undertake any responsibility to revise or update any forward-looking statements contained herein.
May 27, 2010 (Business Wire) — Universal Display Corporation (NASDAQ:PANL), enabling energy-efficient displays and lighting with its UniversalPHOLED™ technology and materials, will announce advances today in white OLED performance on a commercial-scale 15 cm x 15 cm lighting panel using the company’s highly-efficient phosphorescent OLED technology and materials. This new white OLED panel is believed to have the most energy-efficient performance, at this scale, reported to date.
Dr. Peter A. Levermore, Research Scientist at Universal Display, will present the advances in a paper titled, “Highly Efficient Phosphorescent OLED Lighting Panels for Solid-State Lighting,” at 11:40 a.m. PDT today in Ballroom 6C at the 2010 Society for Information Display (SID) International Symposium, Seminar & Exhibition. The conference is being held at the Washington State Convention Center in Seattle, WA from May 23 through May 28, 2010.
Funded in part by the U.S. Department of Energy, Universal Display has been working to scale its record-breaking, research-scale PHOLED results to commercial-sized lighting panels that meet Energy Star targets. During his talk, Dr. Levermore will discuss Universal Display’s development of a new all-phosphorescent white OLED lighting panel, 15 cm x 15 cm in size. This panel emits a warm-white light with a color rendering index (CRI) of 87 and a correlated color temperature (CCT) of 3055K. It also has a luminous efficacy of 50 lumens per Watt using an optical outcoupling treatment with a modest 1.5x enhancement factor. With an operating lifetime of approximately 10,000 hours to 70% of an initial luminance of 1,000 cd/m2, this panel performance has the potential to meet the requirements for a number of initial commercial niche OLED lighting applications, and is an important step toward white OLED panel performance that achieves Energy Star targets.
To achieve these results, the company employed a new light-blue UniversalPHOLED emitter system. This new light-blue PHOLED system helps reduce the power consumption of the panel and extend its operational lifetime and emission color stability with aging. Added to the company’s red and green UniversalPHOLED emitter systems for white lighting, Universal Display can now offer a full set of emitters for certain warm-white OLED lighting applications.
“With up to four times the efficiency of conventional OLED technology, our proprietary PHOLED technology and materials have enabled the demonstration of power-efficient, white OLEDs that have the potential to meet Energy Star requirements for solid-state lighting. This recent advance in white OLED panel performance is a considerable step toward those targets,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display. “With our new light-blue PHOLED emitter system, manufacturers can now employ an all-PHOLED materials set for white OLEDs to achieve power efficiency, spectral and lifetime targets for a variety of initial commercial niche lighting products.”
To see how Universal Display Corporation is changing the face of the display and lighting industries, please visit the Company at www.universaldisplay.com.
About Universal Display Corporation
Universal Display Corporation (Nasdaq: PANL) is a leader in developing and delivering state-of-the-art, organic light emitting device (OLED) technologies, materials and services to the display and lighting industries. Founded in 1994, the company currently owns or has exclusive, co-exclusive or sole license rights with respect to more than 1,000 issued and pending patents worldwide. Universal Display licenses its proprietary technologies, including its breakthrough high-efficiency UniversalPHOLED™ phosphorescent OLED technology, that can enable the development of low power and eco-friendly displays and white lighting. The company also develops and offers high-quality, state-of-the-art UniversalPHOLED materials that are recognized as key ingredients in the fabrication of OLEDs with peak performance. In addition, Universal Display delivers innovative and customized solutions to its clients and partners through technology transfer, collaborative technology development and on-site training.
Based in Ewing, New Jersey, Universal Display works and partners with a network of world-class organizations, including Princeton University, the University of Southern California, the University of Michigan, and PPG Industries, Inc. The company has also established relationships with companies such as AU Optronics Corporation, Chi Mei EL Corporation, DuPont Displays, Inc., Konica Minolta Technology Center, Inc., LG Display Co., Ltd., Samsung Mobile Display Co, Ltd., Seiko Epson Corporation, Sony Corporation, Showa Denko K.K., and Tohoku Pioneer Corporation. To learn more about Universal Display, please visit www.universaldisplay.com.
Universal Display Corporation and the Universal Display logo are trademarks or registered trademarks of Universal Display Corporation. All other company, brand or product names may be trademarks or registered trademarks.
All statements in this document that are not historical, such as those relating to Universal Display Corporation’s technologies and potential applications of those technologies, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this document, as they reflect Universal Display Corporation’s current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. These risks and uncertainties are discussed in greater detail in Universal Display Corporation’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, including, in particular, the section entitled “Risk Factors” in Universal Display Corporation’s annual report on Form 10-K for the year ended December 31, 2009. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.

Jun. 1, 2010 (Business Wire) — MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) (“Mediacom” or the “Company”) announced today that its Board of Directors received a non-binding proposal from Mediacom’s founder, Chairman and Chief Executive Officer, Rocco B. Commisso, for a going private transaction. The proposal contemplates the acquisition of all of the Class A and Class B shares of Mediacom common stock not already beneficially owned by Mr. Commisso at a price of $6.00 per share in cash. The proposed transaction will not result in a change of control with respect to the Company’s existing debt arrangements.
The Board of Directors appointed independent directors Thomas V. Reifenheiser and Natale S. Ricciardi to a special committee (the “Special Committee”) empowered to, among other things, consider the proposal. The special committee will retain independent financial advisors and legal counsel to assist in its work. The Board of Directors cautions the Company’s stockholders and others considering trading in its securities that the Board of Directors and the Special Committee have just received the proposal and no decisions have been made by the Board of Directors or the Special Committee with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made or accepted, that any agreement will be executed or that any transaction will be consummated.
Mediacom expects this proposal to have no impact on day-to-day business operations. The Company does not intend to comment further at this time.
Interested parties are urged to read relevant documents, when and if filed by Mediacom Communications with the Securities and Exchange Commission because they will contain important information. Free copies of such relevant documents may be obtained at the SEC’s website: www.sec.gov.
The full text of the non-binding proposal letter from Mr. Commisso follows:
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May 31, 2010 |
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Board of Directors |
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Mediacom Communications Corporation |
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100 Crystal Run Road |
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Middletown, NY 10941 |
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Members of the Board: |
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I am pleased to propose to acquire by merger, for a purchase price of $6.00 per share in cash, all of the outstanding shares of Class A common stock and Class B common stock of Mediacom Communications Corporation (the “Company”) that I do not already beneficially own. I expect to finance the transaction through borrowings under the Company’s existing credit facilities. |
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I believe that this proposal offers compelling value and is in the best interests of the Company and all of its public shareholders. As you are aware, I beneficially own approximately 40% of the Company’s common stock representing about 87% of the voting power. Although the proposed transaction does not involve a change of control, this offer reflects a 13% premium over the closing price of the Company’s Class A shares on Friday, May 28, 2010, and a premium of 16% over the six-month average closing price. The offer also represents an increase of 34% over the closing price of the Class A common stock on December 31, 2009. |
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You should know that following the transaction, I plan to continue in my current roles and, together with our management team, intend on leading our Company and its valuable employee base well into the future. |
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I anticipate that you will form a special committee of independent directors (the “Special Committee”) to respond to my proposal on behalf of the Company’s public shareholders. I also encourage the Special Committee to retain its own legal and financial advisors to assist in its review. In considering my proposal, you should be aware that I am interested only in pursuing the proposed transaction and that I am not interested in selling my stake in the Company or considering any strategic transaction involving the Company. |
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I am prepared to move very quickly to negotiate a transaction with the Special Committee and its advisors, and believe that my familiarity with the Company and its operations will allow us to finalize definitive documentation on an accelerated basis. Of course, neither the Company nor I will have any legal obligation with respect to the proposal or any transaction unless and until a definitive merger agreement satisfactory to me and recommended by the Special Committee and approved by the Board of Directors is executed and delivered. |
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I look forward to discussing this proposal further with the Special Committee and its legal and financial advisors in the very near future. |
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Sincerely, |
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Rocco B. Commisso |
About Mediacom Communications Corporation
Mediacom Communications is the nation’s seventh largest cable television company and one of the leading cable operators focused on serving the smaller cities in the United States, with a significant concentration in the Midwestern and Southeastern regions. Mediacom Communications offers a wide array of broadband products and services, including traditional and advanced video services such as digital television, video-on-demand, digital video recorders, high-definition television, as well as high-speed Internet access and phone service. For more information about Mediacom Communications, please visit www.mediacomcc.com.
May 27, 2010 (Business Wire) — Jones Soda Co. (Jones), a leader in the premium soda category and known for its unique branding and innovative marketing, today announced a deal with Walmart that authorizes Jones to retail its products in Walmart’s approximately 3,800 U.S.-based stores. The deal increases Jones’ total retail outlet distribution by nearly 10%, and will make the product easily accessible to millions of new consumers.
“The primary complaint through our customer service feedback is that people can’t find Jones Soda near them,” said Jones CEO William Meissner. “The Walmart deal allows for another one of America’s premier retailers to offer Jones. Walmart greatly expands our distribution footprint and truly makes our product accessible to everyone, which is something the Jones Soda brand has always stood for. Now, almost anyone, anywhere in the U.S. can seek out a nearby store or stumble upon our product and purchase it on the spot. We are incredibly energized by the growth potential this Walmart expansion brings.”
Under the authorization, Jones has been given three shelf facings for a custom assorted 6-pack of Jones Pure Cane Soda®. The 6-pack will include two bottles each of some of Jones’ most popular flavors – Green Apple, Berry Lemonade and Cream Soda – enabling fans and new consumers the opportunity to sample a variety of flavors at once.
The Walmart authorization was granted following a successful test of the above named 6-packs in 750 stores. Walmart officially authorized Jones Soda products on May 3rd and began rolling it out on shelves, with plans to have product in nearly all U.S. stores by the end of May.
For more company and product information, visit www.jonessoda.com.
About Jones Soda Co.
Headquartered in Seattle, Washington, Jones Soda Co.(R) markets and distributes premium beverages under the Jones Soda, Jones Pure Cane Soda(R), Jones 24C(R), Jones GABA(R), and Whoopass Energy Drink(R) brands and sells through its distribution network in markets primarily across North America. A leader in the premium soda category, Jones is known for its variety of flavors and innovative labeling technique that incorporates always-changing photos sent in from its consumers. Jones Soda is sold through traditional beverage retailers. For more information visit www.jonessoda.com, www.myjones.com, and www.jonesGABA.com.
Forward-Looking Statements Disclosure
Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our efforts to explore strategic alternatives. Forward-looking statements include all passages containing words such as “aims,” “anticipates,” “becoming,” “believes,” “continue,” “estimates,” “expects,” “future,” “intends,” “plans,” “predicts,” “projects,” “targets,” or “upcoming”. Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be evaluated by events that will occur in the future. Forward-looking statements are based on the opinions and estimates of the management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could affect Jones Soda’s actual results include, among others, its inability to achieve levels of revenue and cost reductions that are adequate to support its capital and operating requirements in order to continue as a going concern; its inability to generate sufficient cash flow from operations, or to obtain funds through additional financing or other strategic alternatives, to support its business plan; the impact of the global economic crisis, which has continued to have a greater than expected impact on the Company’s business; its inability to increase points of distribution for its products or to successfully innovate new products and product extensions; its inability to establish distribution arrangements with distributors, retailers or national retail accounts; its inability to maintain relationships with its co-packers; its inability to maintain a consistent and cost-effective supply of raw materials; its inability to receive returns on its trade spending and slotting fee expenditures; its inability to maintain brand image and product quality; its inability to protect its intellectual property; the impact of current and future litigation; and its inability to develop new products to satisfy customer preferences and the impact of intense competition from other beverage suppliers. More information about factors that potentially could affect Jones Soda’s financial results is included in Jones Soda’s most recent annual report on Form 10-K and in the Company’s quarterly reports on Form 10-Q filed with the Securities and Exchange Commission in 2010. Readers are cautioned not to place undue reliance upon these forward-looking statements that speak only as to the date of this release. Except as required by law, Jones Soda undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.