Archive for March, 2013
Stereotaxis (STXS) Reports 2012 Financial Results; Provides 2013 Outlook
-Achieves Record Fourth Quarter Cash Burn of Less than $0.1M-
-Lowers Operating Loss to a Record $0.9M in Fourth Quarter, an 81% YOY Improvement-
-Reduces Operating Expenses 31% in Quarter and for Full Year-
-Grows Full Year Total Revenue 11%-
-Hosts Conference Call Today at 4:30 p.m. Eastern Time-
ST. LOUIS, March 5, 2013 (GLOBE NEWSWIRE) — Stereotaxis, Inc. (Nasdaq:STXS) today reported financial results for the fourth quarter and full year ended December 31, 2012.
Michael P. Kaminski, President and Chief Executive Officer of Stereotaxis, said, “During 2012, we made significant progress in converting the excitement around our unique Epoch™ platform into capital orders and customer upgrades, resulting in an 11% increase in total full year revenue over 2011. By year-end, we achieved our strategic milestone of upgrading half of our installed base in North America and Europe to the new technology. We also reached shipment targets for the Niobe® ES system, receiving an additional $2.5 million of funding on January 31, 2013, under our existing agreement with Healthcare Royalty Partners (previously ‘Cowen’).”
Mr. Kaminski continued, “Our strong financial performance for the year included record improvement to the bottom line, primarily occurring in the second half of the year. Through strict financial management, we reduced our annual operating expenses 31% and cash burn by 68% from the prior year. As a result, operating loss for the full year decreased 67% over 2011. In the fourth quarter, operating loss declined 81% to an eight-year low of $880,000 and cash burn was a record $77,000.
“While significantly reduced, our new cost structure has not compromised our plans for growth or ability to fund key innovation projects. We will continue work to execute on our strategic priorities in 2013, including optimizing our robotic EP solutions for improved top line results, securing important product approvals in Japan and the U.S., beginning multi-center clinical studies to expand our clinical proof and leveraging global strategic partnerships for long-term growth,” he said.
Fourth Quarter Financial Results
Revenue for the fourth quarter 2012 totaled $12.2 million, compared to $11.6 million in the prior year quarter. The Company recognized revenue of $3.6 million on three Niobe ES systems and several upgrades, $0.3 million on Vdrive™ system sales and $1.7 million in Odyssey® system sales in the fourth quarter 2012. Recurring revenue of $6.6 million in the quarter was down 10% from $7.4 million in the 2011 fourth quarter. Utilization in Niobe ES sites increased 9% for the fourth quarter of 2012 over the same period last year, and overall utilization was down 2%.
“While procedure growth in Niobe ES sites exceeded the market rate during 2012, the rate of growth in the fourth quarter was less than expected,” added Mr. Kaminski. “We have thoroughly analyzed utilization trends and are executing a plan of action centered on strengthening the learning path of physicians as well as providing clinical evidence of the value of our technology.”
The Company generated new capital orders of $4.2 million in the fourth quarter, including $2.8 million on two Niobe ES orders and eight upgrades, compared to $3.6 million in the fourth quarter of 2011, representing a 17% increase. New capital orders in the last six months of 2012 grew 96% over 2011. Ending capital backlog for the fourth quarter was $8.9 million.
Gross margin in the quarter was $7.9 million, or 65% of revenue, versus $8.3 million, or 71.4% of revenue, in the fourth quarter 2011. Gross margin in the 2012 fourth quarter was impacted primarily by shifts in mix from recurring revenue to system revenue and from QuikCAS™ disposables to lower margin Vdrive disposables (prior to the rollout of the multi-use product), as well as lower margins on distributor sales of Odyssey systems.
Operating expenses in the fourth quarter decreased to $8.8 million, down 31.5% from the year ago period.
Operating loss in the fourth quarter improved to $(0.9) million, an 80.8% reduction compared to $(4.6) million in the prior year quarter, representing the Company’s lowest reported operating loss since its initial public offering in August 2004. This significant improvement is a result of increased revenue and lower operating expenses in 2012.
Interest expense increased to $2.0 million in the fourth quarter, compared to $1.1 million in the prior year quarter. The increase was primarily related to the Healthcare Royalty Partners (HC Royalty) financing in November 2011, an additional $2.5 million in HC Royalty borrowings in August 2012 and the issuance of $8.5 million in subordinated convertible debentures in May 2012.
The net loss for the fourth quarter was $(4.3) million, or $(0.55) per share, compared to a net loss of $(5.5) million, or $(1.00) per share, reported for the fourth quarter 2011. The weighted average shares outstanding for the fourth quarter of 2012 and 2011 totaled 7.8 million and 5.5 million, respectively. Excluding mark-to-market warrant revaluation and amortization of convertible debt discount related to the $18.5 million financing in May 2012, the net loss would have been $(2.3) million, or $(0.29) per share.
Cash burn for the fourth quarter of 2012 was $0.1 million, a record low and a 99% decline compared to $14.8 million in the prior year quarter.
At December 31, 2012, Stereotaxis had cash and cash equivalents of $7.8 million, compared to $9.9 million at September 30, 2012. At year end, total debt was $29.1 million, including $16.2 million related to HC Royalty debt.
Full Year Financial Results
Revenue for the full year ended December 31, 2012 was $46.6 million, up 11% compared to $42 million in the 12 months ended December 31, 2011. System and recurring revenues were $19.7 million and $26.9 million, respectively, for 2012, compared to $15.6 million and $26.4 million for system and recurring revenues during 2011. Utilization in Niobe ES sites increased 19% compared to last year, and overall utilization was up 7%.
Gross margin in the full year 2012 was $31.8 million, or 68.3% of revenue, compared with $29.5 million, or 70.2% of revenue, in 2011. Operating expenses for 2012 were $42.4 million, a 31% reduction compared to $61.4 million in 2011.
Operating loss was $(10.6) million, a 66.7% decrease from $(31.9) million in the prior year, with the largest improvement occurring in the second half of the year. Operating loss for the last six months of 2012 was $1.8 million.
Interest expense in full year 2012 increased to $6.9 million, compared to $3.5 million in the prior year. The increase was primarily related to the HC Royalty financing in November 2011, an additional $2.5 million in HC Royalty borrowings in August 2012 and the issuance of $8.5 million in subordinated convertible debentures in May 2012.
Other income for 2012 included an $8.3 million gain primarily related to mark-to-market conversion features of the warrants and subordinated convertible debt associated with the $18.5 million financing in May 2012. Results through December 31, 2011 included a $3.4 million gain in other income related to the change in market value of certain warrants issued in December 2008.
The net loss for 2012 was $(9.2) million, a 71.2% reduction compared to $(32.0) million for the prior year. Excluding the mark-to-market warrant revaluation and amortization of convertible debt discount related to the $18.5 million financing in May 2012, the net loss through December 31, 2012, would have been $(16.5) million and $(35.4) million for the comparable period in 2011, representing a 53.4% reduction.
Cash burn for 2012 was $12.2 million, compared to $38.1 million in the prior year, a 68% improvement.
Strategic and Financing Alternatives
As the Company indicated in its third quarter earnings release, the Stereotaxis Board of Directors is reviewing possible strategic and financing alternatives to strengthen its balance sheet. Currently, the Company is in advanced discussions with multiple companies concerning various geographic rights of Stereotaxis products and the sale of non-core assets. The Company hopes to report more on these activities in the near term.
Clinical Update
Patient enrollment continues for the clinical trial of the Vdrive V-Loop™ circular catheter manipulator, which is studying the Vdrive system versus manual navigation of a circular mapping catheter at five clinical sites. The study is a critical step in obtaining clearance of the V-Loop device by the U.S. Food and Drug Administration (FDA). In response to additional FDA requirements for approval of V-Sono™ ICE catheter manipulator, the Company has developed an enhanced pre-clinical trial which it will soon complete. Additionally, the Company is launching its first-ever randomized, prospective, multi-center study in European sites during 2013 in order to evaluate the efficacy, efficiency and safety of the Niobe ES system versus manual catheters for the treatment of paroxysmal atrial fibrillation. The Company anticipates reviewing the study design with participating centers at the Heart Rhythm Society’s scientific session in May.
2013 Outlook
Stereotaxis does not provide revenue and earnings per share guidance, but provides the following outlook for the full year 2013:
- Continue to achieve top line growth, primarily occurring in second half of year
- Expand global footprint through Japanese market approval of Niobe technology in first half of year
- Manage operating expenses at current level and continue to reduce cash burn for improved cash flow and bottom line performance
- Strengthen balance sheet through strategic and financing alternatives
Conference Call and Webcast
Stereotaxis will host a conference call and webcast today, March 5, 2013, at 4:30 p.m. Eastern Time, to discuss fourth quarter and full year results. The dial-in number for the conference call is 1-877-941-2068 for domestic participants and 1-480-629-9712 for international participants. Participants are asked to call the above numbers 5-10 minutes prior to the start time. To access the live and replay webcast, please visit the investor relations section of the Stereotaxis website at www.stereotaxis.com.
About Stereotaxis
Stereotaxis is a healthcare technology and innovation leader in the development of robotic cardiology instrument navigation systems designed to enhance the treatment of arrhythmias and coronary disease, as well as information management solutions for the interventional lab. With over 100 patents in support of technologies for electrophysiology and other interventional applications, Stereotaxis helps physicians around the world provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced collaboration of life-saving information. Stereotaxis’ core technologies are the Niobe® ES Remote Magnetic Navigation system, the Odyssey® portfolio of lab optimization, networking and patient information management systems and the Vdrive™ Robotic Navigation system and consumables.
The core components of Stereotaxis systems have received regulatory clearance in the U.S., Europe, Canada and elsewhere. The V-Loop™ circular catheter manipulator is currently in clinical trials in order to obtain clearance by the U.S. Food and Drug Administration; the Company also is pursuing U.S. clearance for the V-Sono™ ICE catheter manipulator. For more information, please visit www.stereotaxis.com and www.odysseyexperience.com.
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, our continued access to capital and financial resources, on a timely basis and on terms that are acceptable, our continued listing on the Nasdaq Global Market, continued acceptance of the Company’s products in the marketplace, the effect of global economic conditions on the ability and willingness of customers to purchase our systems and the timing of such purchases, the outcome of various shareholder litigation filed against us, competitive factors, changes resulting from the recently enacted healthcare reform in the U.S., including changes in government reimbursement procedures, dependence upon third-party vendors, timing of regulatory approvals, and other risks discussed in the Company’s periodic and other filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. There can be no assurance that the Company will recognize revenue related to its purchase orders and other commitments in any particular period or at all because some of these purchase orders and other commitments are subject to contingencies that are outside of the Company’s control. In addition, these orders and commitments may be revised, modified, delayed or canceled, either by their express terms, as a result of negotiations, or by overall project changes or delays.
STEREOTAXIS, INC. | ||||
STATEMENTS OF OPERATIONS | ||||
(Unaudited) | ||||
Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||
2012 | 2011 | 2012 | 2011 | |
Revenue | ||||
System | $ 5,590,346 | $ 4,235,077 | $ 19,672,983 | $ 15,585,538 |
Disposables, service and accessories | 6,614,563 | 7,381,498 | 26,889,451 | 26,401,894 |
Total revenue | 12,204,909 | 11,616,575 | 46,562,434 | 41,987,432 |
Cost of revenue | ||||
System | 2,957,383 | 2,147,500 | 9,905,528 | 8,576,283 |
Disposables, service and accessories | 1,314,942 | 1,172,002 | 4,875,527 | 3,921,798 |
Total cost of revenue | 4,272,325 | 3,319,502 | 14,781,055 | 12,498,081 |
Gross margin | 7,932,584 | 8,297,073 | 31,781,379 | 29,489,351 |
Operating expenses: | ||||
Research and development | 1,479,158 | 2,651,731 | 8,405,086 | 12,886,488 |
Sales and marketing | 4,289,088 | 6,698,774 | 20,607,999 | 31,635,415 |
General and administration | 3,044,739 | 3,524,343 | 13,394,556 | 16,908,656 |
Total operating expenses | 8,812,985 | 12,874,848 | 42,407,641 | 61,430,559 |
Operating loss | (880,401) | (4,577,775) | (10,626,262) | (31,941,208) |
Other income (expense) | (1,414,341) | 164,561 | 8,265,507 | 3,416,383 |
Interest income | 2,008 | 1,915 | 7,361 | 9,052 |
Interest expense | (2,023,927) | (1,102,188) | (6,885,033) | (3,515,402) |
Net loss | $ (4,316,661) | $ (5,513,487) | $ (9,238,427) | $ (32,031,175) |
Net loss per common share: | ||||
Basic | $ (0.55) | $ (1.00) | $ (1.33) | $ (5.84) |
Diluted | $ (0.55) | $ (1.00) | $ (1.33) | $ (5.84) |
Weighted average shares used in computing net loss per common share: | ||||
Basic | 7,819,563 | 5,492,369 | 6,944,928 | 5,482,627 |
Diluted | 7,819,563 | 5,492,369 | 6,944,928 | 5,482,627 |
STEREOTAXIS, INC. | ||
BALANCE SHEETS | ||
(Unaudited) | ||
December 31, 2012 |
December 31, 2011 |
|
(Unaudited) | ||
Assets | ||
Current assets: | ||
Cash and cash equivalents | $ 7,777,718 | $ 13,954,919 |
Accounts receivable, net of allowance of $640,183 and $667,529 in 2012 and 2011, respectively | 11,551,651 | 11,104,038 |
Current portion of long-term receivables | 18,838 | 59,679 |
Inventories | 5,098,241 | 6,036,051 |
Prepaid expenses and other current assets | 3,492,067 | 3,081,484 |
Total current assets | 27,938,515 | 34,236,171 |
Property and equipment, net | 2,141,923 | 3,323,856 |
Intangible assets, net | 1,979,320 | 2,279,153 |
Long-term receivables | 73,199 | 51,892 |
Other assets | 32,987 | 40,760 |
Total assets | $ 32,165,944 | $ 39,931,832 |
Liabilities and stockholders’ equity (deficit) | ||
Current liabilities: | ||
Current maturities of long-term debt | $ 12,264,490 | $ 21,173,321 |
Accounts payable | 3,556,688 | 5,610,181 |
Accrued liabilities | 5,361,810 | 5,703,166 |
Deferred contract revenue | 9,502,939 | 8,220,306 |
Warrants | 2,968,348 | 125,415 |
Total current liabilities | 33,654,275 | 40,832,389 |
Long-term debt, less current maturities | 16,824,736 | 17,290,531 |
Long-term deferred contract revenue | 477,159 | 634,713 |
Other liabilities | — | 3,094 |
Stockholders’ equity (deficit): | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized, none outstanding at 2012 and 2011 | — | — |
Common stock, par value $0.001; 300,000,000 shares authorized, 8,018,615 and 5,543,157 shares issued at 2012 and 2011, respectively | 8,019 | 5,543 |
Additional paid-in capital | 366,053,627 | 356,779,007 |
Treasury stock, 4,015 shares at 2012 and 2011 | (205,999) | (205,999) |
Accumulated deficit | (384,645,873) | (375,407,446) |
Total stockholders’ equity (deficit) | (18,790,226) | (18,828,895) |
Total liabilities and stockholders’ equity (deficit) | $ 32,165,944 | $ 39,931,832 |
CONTACT: Company Contact: Marty Stammer Interim Chief Financial Officer 314-678-6155 Investor Contact: Todd Kehrli / Jim Byers MKR Group, Inc. 323-468-2300
Galectin (GALT) Receives OK from FDA to Proceed with First Human Clinical Trial
NORCROSS, Ga., March 5, 2013 /PRNewswire/ — Galectin Therapeutics (NASDAQ:GALT), the leading developer of therapeutics that target galectin proteins to treat fibrosis and cancer, announced today that following review of its Investigational New Drug (IND) application, the US Food and Drug Administration (FDA) notified the company that it may proceed with a Phase 1 clinical trial. The first-in-man Phase 1 clinical trial will support a proposed indication of GR-MD-02 for treatment of non-alcoholic steatohepatitis (NASH, or fatty liver disease) with advanced fibrosis.
“There are currently no approved medical treatments available for patients with NASH and advanced fibrosis. This decision by the FDA is an important milestone in our clinical development program to bring forward a treatment option for these patients,” said Dr. Peter G. Traber, President, Chief Executive Officer, and Chief Medical Officer of Galectin Therapeutics Inc. “We have recruited a world-class group of clinical investigators and engaged CTI of Cincinnati Ohio, a full service Clinical Research Organization with extensive experience in liver-related clinical trials, to run the operations of the Phase 1 clinical trial.”
The Phase 1 Clinical Trial is entitled, “A Multi-Center, Partially Blinded, Maximum Tolerated Multiple Dose Escalation, Phase 1 Clinical Trial to Evaluate the Safety of GR‑MD‑02 in Subjects with Non-Alcoholic Steatohepatitis (NASH) with Advanced Hepatic Fibrosis” and will be conducted in up to seven centers in the United States. It is anticipated that the enrollment and infusion of the first cohort will begin in May, 2013. Future communications will outline study sites and investigators, notification of first infusion of patients, and expected milestone timings for the study.
About NASH
NASH has become a common disease of the liver with the rise in obesity rates, affecting 9 to 15 million people, including children, in the United States. NASH is characterized by the presence of fat in the liver along with inflammation and damage in people who drink little or no alcohol. Over time, patients with NASH can develop fibrosis, or scarring of the liver, and it is estimated that as many as 3,000,000 will develop cirrhosis, a severe liver disease where transplantation is the only current treatment available. Approximately 6,300 liver transplants are done on an annual basis in the United States.
About Galectin Therapeutics Inc.
Galectin Therapeutics (NASDAQ: GALT) is developing promising carbohydrate-based therapies for the treatment of fibrotic liver disease and cancer based on the Company’s unique understanding of galectin proteins, key mediators of biologic function. We are leveraging extensive scientific and development expertise as well as established relationships with external sources to achieve cost effective and efficient development. We are pursuing a clear development pathway to clinical enhancement and commercialization for our lead compounds in liver fibrosis and cancer. Additional information is available at www.galectintherapeutics.com.
Forward Looking Statements
This press release contains, in addition to historical information, statements that look forward in time or that express management’s beliefs, expectations or hopes. Such statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance, and use words such as “may,” “estimate,” “could,” “expect” and others. They are based on our current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These statements include our plans, expectations and goals regarding the clinical trial and estimates regarding those impacted by NASH. Our plans, expectations and goals regarding the clinical trial are subject to factors beyond our control. Our clinical trial may not begin or produce positive results in a timely fashion, if at all, and any necessary changes during the course of the trial could prove time consuming and costly. We may have difficulty in enrolling candidates for testing and we may not be able to achieve the desired results. Upon receipt of FDA approval, we may face competition with other drugs and treatments that are currently approved or those that are currently in development, which could have an adverse impact on our ability to achieve revenues from this proposed indication. Plans regarding development, approval and marketing of any of our drugs, including GR-MD-02, are subject to change at any time based on the changing needs of our company as determined by management and regulatory agencies. To date, we have incurred operating losses since our inception, and our ability to successfully develop and market drugs may be impacted by our ability to manage costs and finance our continuing operations. For a discussion of additional factors impacting our business, see our Annual Report on Form 10-K for the year ended December 31, 2011, and our subsequent filings with the SEC. You should not place undue reliance on forward-looking statements. Although subsequent events may cause our views to change, we disclaim any obligation to update forward-looking statements.
Winland (WEX) Reports Q4 2012 and Full Year Financial Results
Winland Electronics, Inc. (NYSE Amex: WEX) today reported sales of Environmental Monitoring products of $946,000 for the fourth quarter ended December 31, 2012, an increase of $175,000, or 22.7 percent, from the $771,000 in the comparable period in 2011.
Net income from the quarter totaled $303,000, or $0.08 per share, versus a loss of $94,000, or $0.03 per share, in the fourth quarter of 2011. The company reported a net loss of $156,000, or $0.04 per share, from continuing operations, a result that does not include the gain on the sale of the company’s land and building, completed in the fourth quarter of 2012.
For the full-year, product sales totaled $3,713,000, up $269,000, or 7.9 percent, over 2011. Winland reported a net income of $21,000, or $0.01 per basic and diluted share, versus a $740,000 net loss, or $0.20 per basic and diluted share, for fiscal 2011.
The news release detailing the company’s fourth quarter and full year results will be available on www.winland.com at 8:00 a.m. central time, and will also be included in the Company’s Form 8-K filing with the Securities and Exchange Commission.
About Winland Electronics
Winland Electronics, Inc. (www.winland.com), is an industry leader of critical condition monitoring devices. Products including EnviroAlert, WaterBug, TempAlert, Vehicle Alert and more are designed in-house to monitor critical conditions for industries including health/medical, grocery/food service, commercial/industrial, as well as agriculture and residential. Proudly made in the USA, Winland products are compatible with any hard wire or wireless alarm system and are available through distribution worldwide. Headquartered in Mankato, MN, Winland trades on the NYSE Amex Exchange under the symbol WEX.
Acura (ACUR) Reaches Key Milestone With Entrance Into Chain Drug Store Market
PALATINE, IL — (Marketwire) — 03/05/13 — Acura Pharmaceuticals, Inc. (NASDAQ: ACUR) today announced that its new next generation pseudoephedrine with abuse deterrent technology will now be stocked by chain drug store KERR DRUG. Nexafed® [pseudoephedrine hydrochloride (HCl)], is a 30 mg immediate-release pseudoephedrine product that combines effective nasal-congestion relief with a unique technology that disrupts the conversion of pseudoephedrine into the dangerous drug, methamphetamine (meth). Meth production and abuse is a growing problem in communities nationwide.
“We are extremely pleased with KERR DRUG’s decision to join the fight against methamphetamine abuse by stocking Nexafed®,” said Robert B. Jones, president and chief executive officer of Acura Pharmaceuticals. “We anticipated early interest in Nexafed® from independent pharmacies but it is rewarding that forward-looking drug chains like KERR DRUG are stepping up to make a difference in the communities in which they operate.”
With more than 75 locations, KERR DRUG is a North Carolina-based drug store chain with deep roots in their communities and has historically been recognized as a pharmacy leader. Nexafed® should begin to appear on KERR DRUG shelves within two weeks.
Nexafed® launched commercially in December 2012 and is now available through national and regional drug wholesalers. Nexafed® delivers the same efficacy and is priced comparably to name-brand pseudoephedrine products. For more information about Nexafed®, please visit JOIN-FIGHT.COM.
About Nexafed®
Nexafed® [pseudoephedrine hydrochloride (HCl)] is a 30 mg immediate-release abuse-deterrent decongestant. The next generation pseudoephedrine tablet combines effective nasal-congestion relief with Impede™ technology, a unique polymer matrix that disrupts the conversion of pseudoephedrine into the dangerous drug, methamphetamine. Specifically, the Impede™ technology forms a thick gel when the tablets are dissolved in solvents typically used in the pseudoephedrine extraction or methamphetamine production processes, trapping the pseudoephedrine or converted methamphetamine to prevent its isolation or purification.
About Acura Pharmaceuticals
Acura Pharmaceuticals is a specialty pharmaceutical company engaged in the research, development and commercialization of product candidates intended to address medication abuse and misuse, utilizing its proprietary AVERSION® and IMPEDE™ technologies.
In June 2011, the U.S. Food and Drug Administration approved OXECTA® which incorporates the AVERSION® technology. The Company has a development pipeline of additional AVERSION® technology products including other opioids.
In December, 2012 the Company commenced commercialization of Nexafed® [pseudoephedrine hydrochloride (HCl)] a 30 mg immediate-release abuse-deterrent decongestant.
The trademark OXECTA® is owned by Pfizer Inc.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, our and our licensee’s ability to successfully launch and commercialize our products and technologies including Oxecta® Tablets and Nexafed® Tablets, the price discounting that may be offered by Pfizer for Oxecta®, our and our licensee’s ability to obtain necessary regulatory approvals and commercialize products utilizing our technologies and the market acceptance of and competitive environment for any of our products, the willingness of wholesalers and pharmacies to stock Nexafed® Tablets, expectations regarding potential market share for our products and the timing of first sales, our ability to enter into additional license agreements for our other product candidates, our exposure to product liability and other lawsuits in connection with the commercialization of our products, the increased cost of insurance and the availability of product liability insurance coverage, the ability to avoid infringement of patents, trademarks and other proprietary rights of third parties, and the ability of our patents to protect our products from generic competition, our ability to protect and enforce our patent rights in any paragraph IV patent infringement litigation, and the ability to fulfill the FDA requirements for approving our product candidates for commercial manufacturing and distribution in the United States, including, without limitation, the adequacy of the results of the laboratory and clinical studies completed to date, the results of laboratory and clinical studies we may complete in the future to support FDA approval of our product candidates and the sufficiency of our development to meet over-the-counter, or OTC, Monograph standards as applicable, the adequacy of the development program for our product candidates, including whether additional clinical studies will be required to support FDA approval of our product candidates, changes in regulatory requirements, adverse safety findings relating to our product candidates, whether the FDA will agree with our analysis of our clinical and laboratory studies and how it may evaluate the results of these studies or whether further studies of our product candidates will be required to support FDA approval, whether or when we are able to obtain FDA approval of labeling for our product candidates for the proposed indications and will be able to promote the features of our abuse discouraging technologies, whether our product candidates will ultimately deter abuse in commercial settings and whether our Impede technology will disrupt the processing of pseudoephedrine into methamphetamine. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail in our filings with the Securities and Exchange Commission.
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ARCA biopharma (ABIO) Announces Reverse Stock Split
ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company developing genetically-targeted therapies for atrial fibrillation, heart failure and other cardiovascular diseases, today announced a 6-for-1 reverse split of its common stock. The reverse stock split became effective on March 4, 2013 at 5:01 p.m. Eastern Time, and ARCA’s common stock will continue trading on The NASDAQ Capital Market, on a split-adjusted basis, when the market opens on Tuesday, March 5, 2013.
At the effective time of the reverse stock split, every six shares of ARCA’s issued and outstanding common stock converted automatically into one issued and outstanding share of common stock, without any change in the par value per share. The reverse stock split reduced the number of shares of ARCA’s issued and outstanding common stock from approximately 19.1 million shares to approximately 3.2 million shares. In addition, the reverse stock split effected a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options and warrants to purchase shares of ARCA’s common stock, and the number of shares reserved for issuance pursuant to ARCA’s existing stock option plans were reduced proportionately. No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the closing sale price of ARCA’s common stock as reported today on the NASDAQ Capital Market. ARCA’s transfer agent will provide instructions to stockholders regarding the process for exchanging shares. Additional information regarding the reverse stock split can be found in ARCA’s definitive proxy statement filed with the Securities and Exchange Commission on February 1, 2013.
The purpose of the reverse stock split is to raise the per share trading price of ARCA’s common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing on The NASDAQ Capital Market. As previously disclosed, in order to maintain ARCA’s listing on The NASDAQ Capital Market, the common stock must have a minimum closing bid price of $1.00 per share for a minimum of ten consecutive trading days prior to April 9, 2013. There can be no assurance that ARCA will regain compliance with the minimum bid price requirement.
About ARCA biopharma
ARCA biopharma is dedicated to developing genetically-targeted therapies for cardiovascular diseases. The Company’s lead product candidate, GencaroTM (bucindolol hydrochloride), is an investigational, pharmacologically unique beta-blocker and mild vasodilator being developed for atrial fibrillation. ARCA has identified common genetic variations that it believes predict individual patient response to Gencaro, giving it the potential to be the first genetically-targeted atrial fibrillation prevention treatment. ARCA has a collaboration with the Laboratory Corporation of America (LabCorp), under which LabCorp has developed a companion genetic test for Gencaro. For more information please visit www.arcabiopharma.com.
Safe Harbor Statement
This press release and the associated presentation may contain “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding genetic variations to predict individual patient response to Gencaro, Gencaro’s potential to treat atrial fibrillation, future treatment options for patients with atrial fibrillation, the potential for Gencaro to be the first genetically-targeted atrial fibrillation prevention treatment, and ARCA’s ability to regain compliance with NASDAQ Capital Market minimum bid price. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the risks and uncertainties associated with: the Company’s financial resources and whether they will be sufficient to meet the Company’s business objectives and operational requirements; results of earlier clinical trials may not be confirmed in future trials, the protection and market exclusivity provided by the Company’s intellectual property; risks related to the drug discovery and the regulatory approval process; the impact of competitive products and technological changes; and the impact of the reverse split on ARCA’s continuing share price. These and other factors are identified and described in more detail in ARCA’s filings with the SEC, including without limitation the Company’s annual report on Form 10-K for the year ended December 31, 2011 and subsequent filings. The Company disclaims any intent or obligation to update these forward-looking statements.
Luna (LUNA) Sells Secure Computing and Communications Group
Luna Innovations Incorporated (NASDAQ: LUNA), which develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets, today announced the sale of its Secure Computing and Communications (SCC) group to MacAulay-Brown, Inc. (MacB).
The sale of SCC will enable Luna to more narrowly focus on the company’s key strategic initiatives that relate to its core strength in fiber optic sensing while reducing the company’s exposure to reductions in government spending.
“We are very proud of the unique expertise we developed in secure computing technology. The sale of SCC allows us to increase liquidity and focus on the growth potential of our core fiber-optic technology,” said My Chung, Luna’s CEO. “MacB has a strategic focus in areas where our SCC technology is already being applied as well as the infrastructure to advance this technology for military and intelligence customers. This is truly an ideal home for this unique technology and the talented people of SCC.
“This sale accelerates the monetization of our secure computing technology while mitigating exposure to reductions in government spending,” Chung added. “We look forward to working with MacB and SCC’s customers on a smooth transition.”
Since 2003, SCC has conducted research and development of innovative electronic components and methods, and has provided technical services with a focus on critical U.S. military and National Security applications. In addition, SCC is a leader in the development of methods and technologies to build trust into integrated circuits and energy management systems.
“We are delighted to welcome SCC to our growing portfolio,” said Sid Fuchs, President and CEO of MacB. “This advanced technology is a good strategic fit that builds on the role we play in our nation’s defense. In working with SCC to verify the capability and usability of its products, we recognized the benefits of this growing technology for our existing customers and our ability to bring this technology to market.”
Employees of SCC, as well as the business and intellectual property portfolio, will shift to MacB, a privately held company that provides advanced engineering services and national security solutions.
About Luna
Luna Innovations Incorporated (www.lunainc.com) focuses on sensing and instrumentation. Luna develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. The company’s products are used to measure, monitor, protect and improve critical processes in the markets it serves.
About MacAulay-Brown
For more than 30 years, MacAulay-Brown, Inc. (MacB), owned by industry veterans Syd and Sharon Martin, has been solving some of the Nation’s most complex National Security challenges. Defense, Intelligence Community, Homeland Security and Federal agencies rely on MacB’s innovative and proven engineering and technical solutions to meet the challenges of an ever-changing world. With Corporate Headquarters in Dayton, Ohio and National Capital Headquarters in Vienna, Va., MacB’s 2,000 employees worldwide are dedicated to developing mission focused and results oriented solutions that make a difference where and when it matters most.
Forward Looking Statements
This release includes information that constitutes “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements regarding, but not limited to: the transition of the SCC business to MacAulay-Brown and the future growth of Luna’s core fiber optic technologies. Statements that describe Luna’s business strategy, goals, prospects, opportunities, outlook, plans or intentions are also forward-looking statements. Actual results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including technological challenges in specific applications and risks and uncertainties set forth in Luna’s periodic reports and other filings with the Securities and Exchange Commission. Such filings are available at the SEC’s website at http://www.sec.gov, and at Luna’s website at http://www.lunainc.com. The statements made in this release are based on information available to Luna as of the date of this release and Luna undertakes no obligation to update any of the forward-looking statements after the date of this release.
Central European Distribution Corporation (CEDC) Working With RTL
MT. LAUREL, N.J., March 4, 2013 /PRNewswire/ — Central European Distribution Corporation (NASDAQ: CEDC) confirmed today that it has received a proposal for a financial restructuring of CEDC and CEDC Finance Corporation International, Inc. (“CEDC FinCo”) from Roust Trading Ltd. (“Roust Trading”) that is also supported by certain beneficial owners of the $380 million 9.125% senior secured notes and €430 million 8.875% senior secured notes, each due 2016 issued by CEDC FinCo (the “2016 Steering Committee”).
CEDC is evaluating this proposal and expects to make a final determination on its merits within the coming days. In the interim, CEDC’s advisors are working with the advisors to Roust Trading and the 2016 Steering Committee to position CEDC to implement a revised consensual transaction consistent with the timing described in the offering memorandum distributed by CEDC in respect of the exchange offers launched on February 25, 2013.
This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell the notes or any other securities of CEDC.
Contacts:
Sitrick And Company
Thomas Mulligan
thomas_mulligan@sitrick.com
+1 212 573 6100
Central European Distribution Corporation
Anna Zaluska
Corporate PR Manager
+48 22 456 6061
American (APP) Reports Fourth Quarter and Full Year 2012 Financial Results
American Apparel, Inc. (NYSE MKT: APP), a vertically integrated manufacturer, distributor, and retailer of branded fashion-basic apparel, announced financial results for its fourth quarter and year ended December 31, 2012. The Company also provided guidance with respect to expected 2013 performance.
Financial Performance Highlights for 2012 and the Fourth Quarter of 2012
Sales:
- Net sales: Up 13% for year; 10% for the fourth quarter.
- Comparable retail store sales: Up 13% for the year; 7% for the fourth quarter.
- Online sales: Up 30% for the year; 42% for the fourth quarter.
- Wholesale sales: Up 12% for the year; 19% for the fourth quarter.
Gross Profit:
- For the year: Up 11% to $327.4 million in 2012 from $294.9 million in 2011.
- For the fourth quarter: Up 11% to $93.1 million in 2012 from $83.8 million in 2011.
Operating Expenses as a Percentage of Sales:
- For the year: Down 5.2 percentage points to 52.9% in 2012 from 58.1% in 2011.
- For the fourth quarter: Down 4.9 percentage points to 49.8% in 2012 from 54.7% in 2011.
Cash Generated from Operating Activities:
- For the year: Up $21.3 million to $23.6 million in 2012 from $2.3 million in 2011.
- For the fourth quarter: Up $9.7 million to $22.0 million in 2012 from $12.3 million in 2011.
Operating Income:
- For the year: Up $24.3 million to $1 million in 2012 from a loss of $23.3 million in 2011.
- For the fourth quarter: Up $9.2 million to $6.8 million in 2012 from a loss of $2.4 million in 2011.
Adjusted EBITDA:
- For the year: Up 150% to $36.6 million in 2012 from $14.5 million in 2011.
- For the fourth quarter: Up 95% to $17.8 million in 2012 from $9.1 for in 2011.
Earnings (Loss) per Share, Diluted:
- For the year: Up $0.07 per share to a loss of $0.35 in 2012 from a loss of $0.42 in 2011.
- For the fourth quarter: Up $0.15 per share to $0.04 in 2012 from a loss of $0.11 in 2011.
Dov Charney, Chairman and CEO of American Apparel, Inc., stated, “We are pleased with our fourth quarter results that again show solid growth and continuing momentum in all business segments and almost all major geographies. Significant sales growth, operating expense control and the acceleration of leverage of our fixed costs allowed us to increase EBITDA performance to $17.8 million for the fourth quarter of 2012 from $9.1 million for the fourth quarter of 2011. For the full year, EBITDA increased to $36.6 million from $14.5 million in the prior year. Although we are pleased with this growth, we are focused on continuing to improve our financial performance. During this past year, we have carefully invested in systems and infrastructure to facilitate future growth.
Our Three to Five Year Outlook
As we look towards the longer term, we have set a goal to achieve, over the next three to five years, an EBITDA margin of 15% or 200 basis points higher than our previous peak reached in 2008. Our plans to accomplish that goal include the following:
Bricks and Mortar Retail:
- Opening 60 to 70 new stores in a disciplined fashion over the next three to five years. We believe our store base has the potential to exceed 500 locations. As demonstrated by our successful launch into accessories and the growth of denim in our women’s collection, we believe we can accelerate customer visits and the velocity of sales at our stores. For example, our goal is to increase accessories as a percent of total sales from 2% to 15% during the next three to five years. Also, as a result of improvements made in inventory production planning and forecasting systems, we are in the process of substantially eliminating back stock and increasing selling square footage in our existing stores. This opportunity to increase sales without additional expense should have a meaningful impact on operating margins.
Online Retail to Consumer:
- Our online sales of $55 million for 2012 represented 12.4% of total retail sales, an improvement of 300 basis points in the last two years (see Graph One). Our three to five year goal is to increase our online sales as a percentage of total retail sales to at least 17% by continuously improving the online experience, providing additional categories for sale, expanding our offering of third party non-apparel products, increasing our international reach by offering and shipping our products to more countries, offering a shopping experience in more languages and allowing checkouts in more currencies.
Wholesale to Screen Printers and Ad-Specialty Dealers:
- We have set a three to five year goal to grow our business to business wholesale channel a minimum of 25% by improving the functionality and offering of our wholesale online store, expanding the assortment of product offered to our wholesale customers (such as baseball caps, just as one example) and increasing the reach of our sales force.
Operating Expenses:
- We have implemented disciplined processes and controls to minimize overhead cost increases in the future. For example our new 225,000 square foot distribution center is now open and we started shipping out of this facility last month. We will continue to wisely invest in technology and processes in order to continue to improve efficiency. As of the end of February, we have implemented radio frequency identification (RFID) in a total of 213 stores, fully implemented a workforce and labor schedule optimization system in our retail and manufacturing locations, updated our production forecasting and allocation systems and enhanced our online web store capabilities with implementation of Oracle ATG web platform. We expect further benefits from these investments in the near term.
In addition, we are focused in the near-term on improving our capital structure. We believe we have demonstrated performance that supports refinancing our debt at a lower cost and we are actively involved in evaluating possible financing alternatives,” concluded Charney.
Operating Results – Fourth Quarter 2012
Comparing the fourth quarter 2012 to the corresponding period last year, net sales increased 10% to $173.0 million on an 11% increase in comparable store sales in the retail and online business and a 19% increase in net sales in the wholesale business.
Gross profit of $93.1 million for the fourth quarter of 2012 represented an increase of 11% from $83.8 million reported for the fourth quarter of 2011. Foreign currency effects were minimal for the quarter. Gross margin for the fourth quarter of 2012 was 53.8% as compared with 53.2% for the same quarter in 2011. The gross margin improvement was due to a shift in sales mix to higher margin online sales, reductions in manufacturing costs, and an improvement in retail gross margin.
As a percent of revenue, operating expenses for the quarter decreased 490 basis points to 49.8% from 54.7% in the fourth quarter 2011. The decrease was primarily due to control over and leverage of fixed overhead expenses.
Other expense for the fourth quarter of 2012 was $0 versus $8.1 million in the prior year quarter. In 2012, interest expense of $11.3 million was offset by an $11.2 million mark-to-market unrealized gain on our warrant liability. In 2011, interest expense was $9.5 million and was partially offset by a $2.3 million mark-to-market unrealized gain on our warrant liability. As our warrant liability is deemed to be a derivative financial instrument it is marked-to-market based primarily upon the change in our stock price between accounting periods. The warrant liability will not result in a future cash outflow and will be classified as equity when the warrants are exercised or if the related debt is paid off. We incurred higher interest expense in 2012 due to a higher average balance of debt outstanding and higher interest rates related to the Crystal Credit Agreement.
Income tax provision in the fourth quarter 2012 was $1.9 million versus $0.7 million in the 2011 fourth quarter. In accordance with U.S. GAAP, we have discontinued recognizing potential tax benefits associated with current operating losses. As of December 31, 2012, we had available federal net operating loss carry forwards of approximately $95.6 million and unused federal and state tax credits of $12.7 million.
Net income for the fourth quarter of 2012 was $4.9 million, or $0.04 per common share on a fully-diluted basis, compared to net loss for the fourth quarter of 2011 of $11.2 million or $0.11 per common share. The 2012 fourth quarter includes an income statement credit of $11.2 million ($0.10 per common share on a fully-diluted basis) associated with a non-cash reduction in the fair value of outstanding warrants. The 2011 fourth quarter includes a similar credit of $2.3 million ($0.02 per common share) for a non-cash reduction in the fair value of such warrants. Fully-diluted weighted average shares outstanding were 115.4 million in the fourth quarter of 2012 versus 104.3 million for the fourth quarter of 2011.
Operating Results – Full Year 2012
Net sales increased 13% to $617.3 million on a 15% increase in comparable retail store and online sales and a 12% increase in net sales in the wholesale business.
The quarter over quarter and full year changes in sales between 2012 and 2011 were as follows: | ||||||||||||
Annual | Annual | |||||||||||
Q1 | Q2 | Q3 | Q4 | 2012 | 2011 | |||||||
Comparable Store Sales | 14% | 14% | 20% | 7% | 13% | —% | ||||||
Comparable Online Sales | 25% | 28% | 21% | 42% | 30% | 17% | ||||||
Comparable Retail & Online | 16% | 16% | 20% | 11% | 15% | 2% | ||||||
Wholesale Net Sales | 17% | 10% | 5% | 19% | 12% | 2% | ||||||
Total Net Sales | 14% | 13% | 15% | 10% | 13% | 3% |
Gross profit of $327.4 million in 2012 represented an increase of 11% from $294.9 million in 2011. Foreign currency effects were minimal for the year. Gross margin for 2012 was 53.0% as compared with 53.9% in 2011. The decrease in gross margin was due to the net sales impact of planned promotional activities and the effect of warehouse type clearance sales as part of our overall inventory reduction strategy, as well as moderated production in connection with our inventory turn improvement efforts.
Operating expenses of $326.4 million in 2012 represented a decrease of 520 basis points to 52.9% from 58.1% in 2011. Corporate overhead expenses decreased by $4.0 million from $45.8 million in 2011 to $41.7 million in 2012. The remainder of the decrease in operating expense is primarily due to fixed cost leverage as a result of increased sales.
Other expense in 2012 was $34.4 million versus $14.3 million in 2011. In 2012, interest expense of $41.6 million was offset by an $11.6 million gain on extinguishment of debt related to a first quarter 2012 amendment to the Lion Credit Agreement. Additionally in 2012, we recognized a $4.1 million mark-to-market loss on our warrant liability. In 2011, interest expense was $33.2 million and was partially offset by a $23.5 million mark-to-market unrealized gain on our warrant liability. Additionally, we recognized a $3.1 million loss on extinguishment of debt related to a first quarter 2011 amendment to the Lion Credit Agreement. We incurred higher interest expense in 2012 due to a higher average balance of debt outstanding and higher interest rates related to the Crystal Credit Agreement.
Income tax provision in 2012 was $3.8 million versus $1.7 million in 2011. In accordance with U.S. GAAP, we have discontinued recognizing potential tax benefits associated with current operating losses.
Net loss for 2012 was $37.3 million, or $0.35 per common share, compared to net loss for 2011 of $39.3 million or $0.42 per common share. The 2012 results includes $4.1 million of expense ($0.04 per common share) associated with a non-cash charge for an increase in the fair value of outstanding warrants. The 2011 results include an income statement credit of a $23.5 million ($0.25 per common share) for a non-cash reduction in the fair value of such warrants Weighted average shares outstanding were 106.2 million in 2012 versus 92.6 million in 2011.
As of February 28, 2013 there were approximately 107.6 million shares outstanding.
Cash flow from operating activities was $23.6 million in 2012 as compared with $2.3 million in 2011 primarily as a result of improvements in sales.
Capital expenditures in 2012 were $21.6 million as compared with $11.1 million in 2011. The increase in 2012 was primarily due to investments in our new distribution center in La Mirada, California, implementation of our new web platform – Oracle ATG, and continued implementation of RFID tracking systems at our stores. We have implemented RFID at 213 stores. We expect to substantially complete implementation of RFID at all our stores in early 2013. In addition, in 2012 we continued to invest in implementation of production forecasting and allocation systems, store remodels and factory equipment.
Adjusted EBITDA more than doubled from $14.5 million in 2011 to $36.6 million in 2012. For a reconciliation of consolidated adjusted EBITDA, a non-GAAP financial measure, to consolidated net income or loss, as applicable, please refer to the Table A attached to this press release.
2013 EBITDA and Sales Guidance
For 2013, we are initially projecting adjusted EBITDA to be in the range of $47 million to $54 million. This outlook assumes net sales between $652 million and $660 million. Raw material costs are estimated at current prices and foreign currency exchange rates are estimated to remain at current levels. Capital expenditures are estimated at $18 million for the year with five new net store openings.
About American Apparel
American Apparel is a vertically integrated manufacturer, distributor and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of March 1, 2013 American Apparel had approximately 10,000 employees and operated 251 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Israel, Italy, Netherlands, Spain, Sweden, Switzerland, Australia, Japan, South Korea and China. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.net. In addition, American Apparel also operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers.
Safe Harbor Statement
This press release, and other statements that the Company may make, may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and include statements regarding, among other things, the Company’s future financial condition, results of operations and plans and the Company’s prospects, expectations, goals and strategies for future growth, operating improvements and cost savings, and the timing of any of the foregoing. Such forward-looking statements are based upon the current beliefs and expectations of American Apparel’s management, but are subject to risks and uncertainties, which could cause actual results and/or the timing of events to differ materially from those set forth in the forward-looking statements, including, among others: the ability to generate sufficient liquidity for operations and debt service; changes in the level of consumer spending or preferences or demand for the Company’s products; increasing competition, both in the U.S. and internationally; the evolving nature of the Company’s business; the Company’s ability to hire and retain key personnel and the Company’s relationship with its employees; suitable store locations and the Company’s ability to attract customers to its stores; the availability of store locations at appropriate terms and the Company’s ability to identify and negotiate new store locations effectively and to open new stores and expand internationally; effectively carrying out and managing the Company’s strategy, including growth and expansion both in the U.S. and internationally; disruptions in the global financial markets; failure to maintain the value and image of the Company’s brand and protect its intellectual property rights; declines in comparable store sales and wholesale revenues; financial nonperformance by the Company’s wholesale customers; the adoption of new accounting pronouncements or changes in interpretations of accounting principles; seasonality of the business; consequences of the Company’s significant indebtedness, including the Company’s relationships with its lenders and the Company’s ability to comply with its debt agreements, including the risk of acceleration of borrowings thereunder as a result of noncompliance; the Company’s ability to generate cash flow to service its debt; the Company’s liquidity and losses from operations; the Company’s ability to develop and implement plans to improve its operations and financial position; costs of materials and labor, including increases in the price of yarn and the cost of certain related fabrics; the Company’s ability to pass on the added cost of raw materials to its wholesale and retail customers; the Company’s ability to improve manufacturing efficiency at its production facilities; the Company’s ability to effectively manage inventory and inventory reserves; location of the Company’s facilities in the same geographic area; manufacturing, supply or distribution difficulties or disruptions; risks of financial nonperformance by customers; investigations, enforcement actions and litigation, including exposure from which could exceed expectations; compliance with or changes in U.S. and foreign government laws and regulations, legislation and regulatory environments, including environmental, immigration, labor and occupational health and safety laws and regulations; costs as a result of operating as a public company; material weaknesses in internal controls; interest rate and foreign currency risks; loss of U.S. import protections or changes in duties, tariffs and quotas and other risks associated with international business including disruption of markets and foreign supply sources and changes in import and export laws; technological changes in manufacturing, wholesaling, or retailing; the Company’s ability to upgrade its information technology infrastructure and other risks associated with the systems that are used to operate the Company’s online retail operations and manage the Company’s other operations; adverse changes in its credit ratings and any related impact on financing costs and structure; general economic and industry conditions, including U.S. and worldwide economic conditions; disruptions due to severe weather or climate change; and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Report on Form 10-K for the year ended December 31, 2012. The Company’s filings with the SEC are available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
AMERICAN APPAREL, INC. AND SUBSIDIARIES | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Amounts and shares in thousands, except per share amounts) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net sales | $ | 173,028 | $ | 157,576 | $ | 617,310 | $ | 547,336 | ||||||||
Cost of sales | 79,937 | 73,731 | 289,927 | 252,436 | ||||||||||||
Gross profit | 93,091 | 83,845 | 327,383 | 294,900 | ||||||||||||
Operating expenses | 86,241 | 86,196 | 326,421 | 318,193 | ||||||||||||
Income (loss) from operations | 6,850 | (2,351 | ) | 962 | (23,293 | ) | ||||||||||
Interest expense | 11,285 | 9,452 | 41,559 | 33,167 | ||||||||||||
Foreign currency transaction (gain) loss | (21 | ) | 899 | 120 | 1,679 | |||||||||||
Unrealized (gain) loss on change in fair value of warrants and purchase rights | (11,216 | ) | (2,266 | ) | 4,126 | (23,467 | ) | |||||||||
(Gain) loss on extinguishment of debt | — | — | (11,588 | ) | 3,114 | |||||||||||
Other expense (income) | 19 | 47 | 204 | (193 | ) | |||||||||||
Income (loss) before income taxes | 6,783 | (10,483 | ) | (33,459 | ) | (37,593 | ) | |||||||||
Income tax provision | 1,880 | 679 | 3,813 | 1,721 | ||||||||||||
Net income (loss) | $ | 4,903 | $ | (11,162 | ) | $ | (37,272 | ) | $ | (39,314 | ) | |||||
Earnings (loss) per share, basic | $ | 0.05 | $ | (0.11 | ) | $ | (0.35 | ) | $ | (0.42 | ) | |||||
Earnings (loss) per share, diluted | $ | 0.04 | (0.11 | ) | (0.35 | ) | (0.42 | ) | ||||||||
Weighted average shares outstanding, basic | 106,600 | 104,274 | 105,980 | 92,599 | ||||||||||||
Weighted average shares outstanding, diluted | 115,388 | 104,274 | 105,980 | 92,599 |
AMERICAN APPAREL, INC. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(Amounts in thousands) | ||||||||
(unaudited) | ||||||||
December 31, 2012 | December 31, 2011 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 12,853 | $ | 10,293 | ||||
Trade accounts receivable, net of allowances | 22,962 | 20,939 | ||||||
Prepaid expenses and other current assets | 9,589 | 7,631 | ||||||
Inventories, net | 174,229 | 185,764 | ||||||
Restricted cash | 3,733 | — | ||||||
Income taxes receivable and prepaid income taxes | 530 | 5,955 | ||||||
Deferred income taxes, net of valuation allowance | 494 | 148 | ||||||
Total current assets | 224,390 | 230,730 | ||||||
PROPERTY AND EQUIPMENT, net | 67,778 | 67,438 | ||||||
DEFERRED INCOME TAXES, net of valuation allowance | 1,261 | 1,529 | ||||||
OTHER ASSETS, net | 34,783 | 25,024 | ||||||
TOTAL ASSETS | $ | 328,212 | $ | 324,721 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Cash overdraft | $ | — | $ | 1,921 | ||||
Revolving credit facilities and current portion of long-term debt | 60,556 | 50,375 | ||||||
Accounts payable | 38,160 | 33,920 | ||||||
Accrued expenses and other current liabilities | 41,516 | 43,725 | ||||||
Fair value of warrant liability | 17,241 | 9,633 | ||||||
Income taxes payable | 2,137 | 2,445 | ||||||
Deferred income tax liability, current | 296 | 150 | ||||||
Current portion of capital lease obligations | 1,703 | 1,181 | ||||||
Total current liabilities | 161,609 | 143,350 | ||||||
LONG-TERM DEBT, net of unamortized discount | 110,012 | 97,142 | ||||||
CAPITAL LEASE OBLIGATIONS, net of current portion | 2,844 | 1,726 | ||||||
DEFERRED TAX LIABILITY | 262 | 96 | ||||||
DEFERRED RENT, net of current portion | 20,706 | 22,231 | ||||||
OTHER LONG-TERM LIABILITIES | 10,695 | 12,046 | ||||||
TOTAL LIABILITIES | 306,128 | 276,591 | ||||||
STOCKHOLDERS’ EQUITY | ||||||||
Common stock | 11 | 11 | ||||||
Additional paid-in capital | 177,081 | 166,486 | ||||||
Accumulated other comprehensive loss | (2,725 | ) | (3,356 | ) | ||||
Accumulated deficit | (150,126 | ) | (112,854 | ) | ||||
Less: Treasury stock | (2,157 | ) | (2,157 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 22,084 | 48,130 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 328,212 | $ | 324,721 |
AMERICAN APPAREL, INC. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(Amounts in thousands) | ||||||||
(unaudited) | ||||||||
Twelve Months Ended | ||||||||
December 31, | ||||||||
2012 | 2011 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Cash received from customers | $ | 615,342 | $ | 542,930 | ||||
Cash paid to suppliers, employees and others | (580,685 | ) | (534,497 | ) | ||||
Income taxes refunded (paid) | (10 | ) | (866 | ) | ||||
Interest paid | (10,954 | ) | (5,535 | ) | ||||
Other | (104 | ) | 273 | |||||
Net cash provided by operating activities | 23,589 | 2,305 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Capital expenditures | (21,607 | ) | (11,070 | ) | ||||
Proceeds from sale of fixed assets | 474 | 311 | ||||||
Restricted cash | (3,720 | ) | — | |||||
Net cash used in investing activities | (24,853 | ) | (10,759 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Cash overdraft | (1,921 | ) | (1,407 | ) | ||||
Repayments of expired revolving credit facilities, net | (48,324 | ) | (6,874 | ) | ||||
Borrowings under current revolving credit facilities, net | 28,451 | — | ||||||
Borrowings (repayments) of term loans and notes payable | 29,987 | (13 | ) | |||||
Payment of debt issuance costs | (5,226 | ) | (1,881 | ) | ||||
Net proceeds from issuance of common stock and purchase rights | — | 21,710 | ||||||
Payment of payroll statutory tax withholding on stock-based compensation associated with issuance of common stock | (393 | ) | (759 | ) | ||||
Proceeds from equipment lease financing | 4,533 | 3,100 | ||||||
Repayment of capital lease obligations | (2,893 | ) | (1,294 | ) | ||||
Net cash provided by financing activities | 4,214 | 12,582 | ||||||
EFFECT OF FOREIGN EXCHANGE RATE ON CASH | (390 | ) | (1,491 | ) | ||||
NET INCREASE IN CASH | 2,560 | 2,637 | ||||||
CASH, beginning of period | 10,293 | 7,656 | ||||||
CASH, end of period | $ | 12,853 | $ | 10,293 |
AMERICAN APPAREL, INC. AND SUBSIDIARIES | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) | ||||||||
(Amounts in thousands) | ||||||||
(unaudited) | ||||||||
Twelve Months Ended | ||||||||
December 31, | ||||||||
2012 | 2011 | |||||||
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES | ||||||||
Net loss | $ | (37,272 | ) | $ | (39,314 | ) | ||
Depreciation and amortization of property and equipment, and other assets | 22,989 | 24,980 | ||||||
Retail store impairment | 1,647 | 4,267 | ||||||
Loss on disposal of property and equipment | 102 | 80 | ||||||
Share-based compensation expense | 10,580 | 6,814 | ||||||
Unrealized loss (gain) on change in fair value of warrants and purchase rights | 4,126 | (23,467 | ) | |||||
Amortization of debt discount and deferred financing costs | 10,261 | 9,024 | ||||||
(Gain) loss on extinguishment of debt | (11,588 | ) | 3,114 | |||||
Accrued interest paid-in-kind | 20,344 | 18,711 | ||||||
Foreign currency transaction loss | 120 | 1,679 | ||||||
Allowance for inventory shrinkage and obsolescence | (1,331 | ) | (1,652 | ) | ||||
Bad debt expense | 99 | 996 | ||||||
Deferred income taxes | 154 | 701 | ||||||
Deferred rent | (895 | ) | (1,969 | ) | ||||
Changes in cash due to changes in operating assets and liabilities: | ||||||||
Trade accounts receivables | (2,067 | ) | (5,402 | ) | ||||
Inventories | 13,949 | (6,771 | ) | |||||
Prepaid expenses and other current assets | (1,829 | ) | 1,770 | |||||
Other assets | (8,455 | ) | (5,075 | ) | ||||
Accounts payable | 1,779 | 3,944 | ||||||
Accrued expenses and other liabilities | (4,223 | ) | 9,701 | |||||
Income taxes receivable/payable | 5,099 | 174 | ||||||
Net cash provided by operating activities | $ | 23,589 | $ | 2,305 | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Property and equipment acquired and included in accounts payable | $ | 3,778 | $ | 1,323 | ||||
Reclassification of Lion warrants from equity to debt | — | 11,339 | ||||||
Conversion of debt to equity | — | 4,688 | ||||||
Issuance of warrants and purchase rights at fair value | — | 6,387 | ||||||
Exercise of purchase rights | — | 2,857 |
AMERICAN APPAREL, INC. AND SUBSIDIARIES | |||||||||||||||||||
BUSINESS SEGMENT INFORMATION | |||||||||||||||||||
(Amounts in thousands) | |||||||||||||||||||
(unaudited) | |||||||||||||||||||
The following table presents key financial information for American Apparel’s business segments before unallocated corporate expenses: | |||||||||||||||||||
Three Months Ended December 31, 2012 | |||||||||||||||||||
U.S. Wholesale | U.S. Retail | Canada | International | Consolidated | |||||||||||||||
Net sales to external customers | $ | 51,167 | $ | 55,441 | $ | 18,573 | $ | 47,847 | $ | 173,028 | |||||||||
Gross profit | 15,142 | 36,521 | 10,872 | 30,556 | 93,091 | ||||||||||||||
Income from segment operations | 8,310 | 3,748 | 1,831 | 3,590 | 17,479 | ||||||||||||||
Depreciation and amortization | 1,526 | 2,836 | 436 | 1,151 | 5,949 | ||||||||||||||
Capital expenditures | 3,291 | 2,636 | 461 | 962 | 7,350 | ||||||||||||||
Deferred rent expense (benefit) | 130 | (197 | ) | (41 | ) | (138 | ) | (246 | ) | ||||||||||
Three Months Ended December 31, 2011 | |||||||||||||||||||
U.S. Wholesale | U.S. Retail | Canada | International | Consolidated | |||||||||||||||
Net sales to external customers | $ | 41,261 | $ | 54,354 | $ | 19,609 | $ | 42,352 | $ | 157,576 | |||||||||
Gross profit | 12,082 | 35,197 | 10,336 | 26,230 | 83,845 | ||||||||||||||
Income (loss) from segment operations | 6,403 | 2,468 | (1,741 | ) | 816 | 7,946 | |||||||||||||
Depreciation and amortization | 1,742 | 2,605 | 321 | 1,203 | 5,871 | ||||||||||||||
Capital expenditures | 1,459 | 1,041 | 198 | 1,088 | 3,786 | ||||||||||||||
Retail store impairment | — | 262 | 166 | 1,403 | 1,831 | ||||||||||||||
Deferred rent expense (benefit) | 46 | (321 | ) | (44 | ) | 212 | (107 | ) | |||||||||||
Twelve Months Ended December 31, 2012 | |||||||||||||||||||
U.S. Wholesale | U.S. Retail | Canada | International | Consolidated | |||||||||||||||
Net sales to external customers | $ | 182,778 | $ | 198,886 | $ | 63,669 | $ | 171,977 | $ | 617,310 | |||||||||
Gross profit | 51,723 | 130,498 | 37,500 | 107,662 | 327,383 | ||||||||||||||
Income (loss) from segment operations | 26,634 | 4,197 | (57 | ) | 11,929 | 42,703 | |||||||||||||
Depreciation and amortization | 6,322 | 10,909 | 1,543 | 4,215 | 22,989 | ||||||||||||||
Capital expenditures | 9,791 | 6,626 | 1,607 | 3,583 | 21,607 | ||||||||||||||
Retail store impairment | — | 243 | 130 | 1,274 | 1,647 | ||||||||||||||
Deferred rent expense (benefit) | 523 | (706 | ) | (197 | ) | (515 | ) | (895 | ) | ||||||||||
Twelve Months Ended December 31, 2011 | |||||||||||||||||||
U.S. Wholesale | U.S. Retail | Canada | International | Consolidated | |||||||||||||||
Net sales to external customers | $ | 156,454 | $ | 174,837 | $ | 61,865 | $ | 154,180 | $ | 547,336 | |||||||||
Gross profit | 42,599 | 117,228 | 35,799 | 99,274 | 294,900 | ||||||||||||||
Income (loss) from segment operations | 22,406 | (4,659 | ) | (3,695 | ) | 8,434 | 22,486 | ||||||||||||
Depreciation and amortization | 7,757 | 10,492 | 1,567 | 5,164 | 24,980 | ||||||||||||||
Capital expenditures | 3,638 | 4,889 | 407 | 2,136 | 11,070 | ||||||||||||||
Retail store impairment | — | 558 | 808 | 2,901 | 4,267 | ||||||||||||||
Deferred rent expense (benefit) | 257 | (1,662 | ) | (121 | ) | (443 | ) | (1,969 | ) |
AMERICAN APPAREL, INC. AND SUBSIDIARIES | ||||||||||||||||
BUSINESS SEGMENT INFORMATION (continued) | ||||||||||||||||
(Amounts in thousands) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
Reconciliation to Income (Loss) before Income Taxes | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Income from segment operations | $ | 17,479 | $ | 7,946 | $ | 42,703 | $ | 22,486 | ||||||||
Unallocated corporate expenses | (10,629 | ) | (10,297 | ) | (41,741 | ) | (45,779 | ) | ||||||||
Interest expense | (11,285 | ) | (9,452 | ) | (41,559 | ) | (33,167 | ) | ||||||||
Foreign currency transaction gain (loss) | 21 | (899 | ) | (120 | ) | (1,679 | ) | |||||||||
Unrealized (loss) gain on warrants and purchase rights | 11,216 | 2,266 | (4,126 | ) | 23,467 | |||||||||||
Gain (loss) on extinguishment of debt | — | — | 11,588 | (3,114 | ) | |||||||||||
Other (expense) income | (19 | ) | (47 | ) | (204 | ) | 193 | |||||||||
Consolidated (income) loss before income taxes | $ | 6,783 | $ | (10,483 | ) | $ | (33,459 | ) | $ | (37,593 | ) | |||||
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
Net sales to external customers | 2012 | 2011 | 2012 | 2011 | ||||||||||||
U.S. Wholesale | ||||||||||||||||
Wholesale | $ | 39,233 | $ | 33,296 | $ | 149,611 | $ | 132,135 | ||||||||
Online consumer | 11,934 | 7,965 | 33,167 | 24,319 | ||||||||||||
Total | $ | 51,167 | $ | 41,261 | $ | 182,778 | $ | 156,454 | ||||||||
U.S. Retail | $ | 55,441 | $ | 54,354 | $ | 198,886 | $ | 174,837 | ||||||||
Canada | ||||||||||||||||
Wholesale | $ | 3,558 | $ | 2,222 | $ | 13,006 | $ | 11,492 | ||||||||
Retail | 14,317 | 16,840 | 48,499 | 48,527 | ||||||||||||
Online consumer | 698 | 549 | 2,164 | 1,846 | ||||||||||||
Total | $ | 18,573 | $ | 19,611 | $ | 63,669 | $ | 61,865 | ||||||||
International | ||||||||||||||||
Wholesale | $ | 3,095 | $ | 2,927 | $ | 10,278 | $ | 10,406 | ||||||||
Retail | 38,879 | 34,810 | 141,738 | 126,868 | ||||||||||||
Online consumer | 5,873 | 4,615 | 19,961 | 16,906 | ||||||||||||
Total | $ | 47,847 | $ | 42,352 | $ | 171,977 | $ | 154,180 | ||||||||
Consolidated | ||||||||||||||||
Wholesale | $ | 45,886 | $ | 38,445 | $ | 172,895 | $ | 154,033 | ||||||||
Retail | 108,637 | 106,004 | 389,123 | 350,232 | ||||||||||||
Online consumer | 18,505 | 13,129 | 55,292 | 43,071 | ||||||||||||
Total | $ | 173,028 | $ | 157,578 | $ | 617,310 | $ | 547,336 |
Table A
American Apparel, Inc. and Subsidiaries
Calculation and Reconciliation of Consolidated Adjusted EBITDA
(Amounts in thousands)
(unaudited)
In addition to its GAAP results, American Apparel considers non-GAAP measures of its performance. Adjusted EBITDA, as defined below, is an important supplemental financial measure of American Apparel’s performance that is not required by, or presented in accordance with, GAAP. EBITDA represents net income (loss) before income taxes, interest expense and depreciation and amortization. Consolidated Adjusted EBITDA represents EBITDA further adjusted for other expense (income), foreign currency loss (gain), retail store impairment, and share based compensation expense. American Apparel’s management uses Adjusted EBITDA as a financial measure to assess the ability of its assets to generate cash sufficient to pay interest on its indebtedness, meet capital expenditure and working capital requirements, pay taxes, and otherwise meet its obligations as they become due. American Apparel’s management believes that the presentation of Adjusted EBITDA provides useful information regarding American Apparel’s results of operations because they assist in analyzing and benchmarking the performance and value of American Apparel’s business. American Apparel believes that Adjusted EBITDA is useful to stockholders as a measure of comparative operating performance, as it is less susceptible to variances in actual performance resulting from depreciation and amortization and more reflective of changes in pricing decisions, cost controls and other factors that affect operating performance.
Adjusted EBITDA also is used by American Apparel’s management for multiple purposes, including:
- to calculate and support various coverage ratios with American Apparel’s lenders
- to allow lenders to calculate total proceeds they are willing to loan to American Apparel based on its relative strength compared to its competitors
- to more accurately compare American Apparel’s operating performance from period to period and company to company by eliminating differences caused by variations in capital structures (which affect relative interest expense), tax positions and amortization of intangibles.
In addition, Adjusted EBITDA is an important valuation tool used by potential investors when assessing the relative performance of American Apparel in comparison to other companies in the same industry. Although American Apparel uses Adjusted EBITDA as a financial measure to assess the performance of its business, there are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with using it as the sole measure to compare the results of one company to another and the inability to analyze significant items that directly affect a company’s net income (loss) or operating income because it does not include certain material costs, such as interest and taxes, necessary to operate its business. In addition, American Apparel’s calculation of Adjusted EBITDA may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measures that are computed in accordance with GAAP. American Apparel’s management compensates for these limitations in considering Adjusted EBITDA in conjunction with its analysis of other GAAP financial measures, such as net income (loss).
Table A (continued) | ||||||||||||||||
American Apparel, Inc. and Subsidiaries | ||||||||||||||||
Calculation and Reconciliation of Consolidated Adjusted EBITDA | ||||||||||||||||
(Amounts in thousands) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net income (loss) | $ | 4,903 | $ | (11,162 | ) | $ | (37,272 | ) | $ | (39,314 | ) | |||||
Income tax provision | 1,880 | 679 | 3,813 | 1,721 | ||||||||||||
Interest and other expense, net | 88 | 7,233 | 34,301 | 12,621 | ||||||||||||
Depreciation and amortization | 5,949 | 5,871 | 22,989 | 24,980 | ||||||||||||
Foreign currency (gain) loss | (21 | ) | 899 | 120 | 1,679 | |||||||||||
Retail store impairment | 1,518 | 1,831 | 1,647 | 4,267 | ||||||||||||
Share-based compensation expense | 3,247 | 2,276 | 10,580 | 6,814 | ||||||||||||
Other | 216 | 1,477 | 422 | 1,696 | ||||||||||||
Consolidated Adjusted EBITDA | $ | 17,780 | $ | 9,104 | $ | 36,600 | $ | 14,464 |
Year Ended December 31, | |||||||||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | |||||||||||||||
Net income (loss) | $ | 14,112 | $ | 1,112 | $ | (86,315 | ) | $ | (39,314 | ) | $ | (37,272 | ) | ||||||
Income tax provision | 7,255 | 3,816 | 12,164 | 1,721 | 3,813 | ||||||||||||||
Interest and other expense, net | 14,076 | 22,407 | 24,784 | 12,621 | 34,301 | ||||||||||||||
Depreciation and amortization | 20,844 | 28,151 | 28,130 | 24,980 | 22,989 | ||||||||||||||
Foreign currency loss (gain) | 621 | (2,920 | ) | (686 | ) | 1,679 | 120 | ||||||||||||
Retail store impairment | 644 | 3,343 | 8,597 | 4,267 | 1,647 | ||||||||||||||
Share-based compensation expense | 12,625 | 525 | 3,719 | 6,814 | 10,580 | ||||||||||||||
Other | — | — | — | 1,696 | 422 | ||||||||||||||
Consolidated Adjusted EBITDA | $ | 70,177 | $ | 56,434 | $ | (9,607 | ) | $ | 14,464 | $ | 36,600 |
The following table reflects the forecasted guidance range for 2013 for Adjusted EBITDA and reconciles such Adjusted EBITDA guidance to net loss (in millions):
Twelve Months Ended December 31, 2013 | ||||||||
Low End Range | High End Range | |||||||
Net income (loss) | $ | (32 | ) | $ | (26 | ) | ||
Income tax provision | 1 | 3 | ||||||
Interest and other expense, net | 43 | 42 | ||||||
Depreciation and amortization | 24 | 24 | ||||||
Share-based compensation expense | 11 | 11 | ||||||
Consolidated Adjusted EBITDA | $ | 47 | $ | 54 |
Advanced Photonix (API) Announces the Acquisition of Certain Assets of Silonex
ANN ARBOR, Mich., March 4, 2013 /PRNewswire/ — Advanced Photonix® (NYSE MKT: API), a leading supplier of Optoelectronic components, sub-systems and systems to industry, announced today that it has acquired certain assets of Silonex, Inc. Silonex, Inc. is/was a wholly owned subsidiary of ARCAS Automotive Group (Luxco 1) S.a.r.l. , in exchange for a cash payment of $900,000.
(Logo: http://photos.prnewswire.com/prnh/20130304/LA69982LOGO)
The Silonex acquisition is expected to bring in over $4 million in annual revenue and generate positive EBITDA during the first full fiscal year ending March 31, 2014. Engineering and Product development for the Silonex products will continue in Montreal, while production will be transitioned to an off-shore facility or to Advanced Photonix’s operations in Camarillo, California.
“I would like to welcome Silonex customers, staff and suppliers to the Advanced Photonix family. Silonex brings a rich history of product development, new markets, new optoelectronic sensing capabilities with the addition of Cadmium Sulfide, or CdS, and a strong off-shore supply chain and customer base. We are looking forward to building and leveraging those relationships to expand our revenue growth and lower our unit costs,” said Rick Kurtz, Advanced Photonix President and CEO. “We have had a long relationship with Silonex, working together as customer and supplier, and believe the synergies of our engineering, sales and customer base will provide a strong foundation for future growth. To facilitate this transaction, we have established a new Canadian subsidiary that will be called Advanced Photonix Canada, Inc. In addition, because our previously announced supply chain issues have lowered expected revenues from the sale of our HSOR line of products, we are introducing a cost-cutting program which includes a 20% wage and compensation reduction by “C” management and the Board of Directors over the next five months, and a suspension of the company 401k match.”
About Silonex, Inc.
Silonex designs, manufactures and markets optoelectronic devices and sensor solutions. Its expertise in optical sensor design and integrated manufacturing meet the most challenging application requirements. A number of various vertical markets are addressed by Silonex’s innovative optoelectronic-based sensor solutions, including Industrial Controls, Banking, Vending, Medical and Telecommunications.
About Advanced Photonix, Inc.
Advanced Photonix, Inc.® (NYSE MKT: API) is a leading supplier with a broad offering of optoelectronic products to a global customer base. We provide optoelectronic solutions, high-speed optical receivers and terahertz instrumentation for telecom, homeland security, military, medical and industrial markets. With our patented technology and state-of-the-art manufacturing we offer industry leading performance, exceptional quality, and high value-added products to our OEM customer base. For more information visit us on the web at www.advancedphotonix.com.
The information contained herein includes forward looking statements that are based on assumptions that management believes to be reasonable but are subject to inherent uncertainties and risks including, but not limited to, unforeseen technological obstacles which may prevent or slow the development and/or manufacture of new products; potential problems with the integration of the acquired company and its technology and possible inability to achieve expected synergies; obstacles to successfully combining product offerings and lack of customer acceptance of such offerings; limited (or slower than anticipated) customer acceptance of new products which have been and are being developed by the Company; and a decline in the general demand for optoelectronic products. API-G
Contact: Torrey Hills Capital
(858) 456-7300
Jim Macdonald: jim@sdthc.com
New Energy Receipt of Non-Binding Going Private Chairman Proposal $1.30/share
SHENZHEN, CHINA–(Marketwire – March 04, 2013) – New Energy Systems Group (NYSE MKT: NEWN) (“New Energy” or the “Company”), an original design manufacturer and distributor of Anytone® and MeePower® branded consumer backup power systems for mobile devices and solar related application products to service municipal power applications, today announced that its Board of Directors has received a preliminary, non-binding proposal from its Chairman and Chief Executive Officer, Mr. Weihe (“Jack”) Yu, which stated that Mr. Yu intends to acquire all of the outstanding shares of the Company’s common stock not currently owned by him in a going private transaction at a proposed price of $1.30 per share in cash. Mr. Yu currently beneficially owns approximately 13.65% of the Company’s common stock. A copy of the proposal letter is attached hereto as Exhibit A.
The Company’s Board of Directors intends to form a special committee of independent directors to consider this proposal and any additional proposal that may be made by Mr. Yu and his affiliates, if any. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Yu or any other transaction will be approved or consummated.
About New Energy Systems Group
New Energy Systems Group is an original design manufacturer and distributor of lithium ion batteries and backup power systems for leading manufacturers of mobile phones, laptops, digital cameras, MP3s and a variety of other portable electronics. The Company’s end-user consumer products are sold under the Anytone® and MeePower® brand in China and globally. The fast pace of new mobile device introductions in China combined with a growing middle class make it fertile ground for New Energy’s end-user consumer products. Additional information about the company is available at: www.newenergysystemsgroup.com.
Forward Looking Statements
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.
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For more information, please contact:
COMPANY
New Energy Systems Group
Ken Lin
VP of Investor Relations
Tel: +1-917-573-0302
Email: ken@newenergysystemsgroup.com
www.newenergysystemsgroup.com
VistaGen (VSTA) Enters Strategic Collaboration With Celsis to Advance LiverSafe 3D™
SOUTH SAN FRANCISCO, CA — (Marketwire) — 03/04/13 — VistaGen Therapeutics, Inc. (OTCQB: VSTA), a biotechnology company applying stem cell technology for drug rescue, predictive toxicology and drug metabolism assays, and Celsis In Vitro Technologies (“Celsis”), the premier global provider of specialized in vitro products for drug metabolism, drug-drug interaction and toxicity screening, have entered into a new strategic collaboration agreement. The comprehensive goal of the agreement is to characterize and functionally benchmark VistaGen’s human liver cell platform, LiverSafe 3D™, for studying and predicting human liver drug metabolism.
VistaGen will utilize Celsis’ experience and expertise in in vitro drug metabolism to help validate VistaGen’s human liver cell platform. In this strategic collaboration Celsis will not only validate VistaGen’s stem cell-derived liver cells in traditional pharmaceutical metabolism assays, but will also determine genetic variations in VistaGen’s pluripotent stem cell lines that are important to drug development. In addition, VistaGen will utilize Celsis’ human cadaver-derived liver cells, currently used throughout the pharmaceutical industry for traditional drug metabolism assays, as reference controls with which to monitor and benchmark the functional properties of VistaGen’s human liver cell platform.
With the assistance of Celsis scientists, VistaGen aims to achieve four key objectives:
- Optimize techniques to handle and maintain primary human cadaveric liver cells as reference controls for various drug development assays;
- Develop a stable supply of characterized and validated human cadaveric liver cells to serve as internal controls and provide benchmark comparisons for the characterization of VistaGen’s pluripotent stem cell-derived liver cells;
- Characterize VistaGen’s liver cells using many of the same industry standardized assays used to characterize primary human cadaveric liver cells; and
- Produce a joint publication of the characterization of VistaGen’s stem cell-derived human liver cells.
“As an industry leader in the development of in vitro primary hepatocyte technology, Celsis has extensive resources to aid us in the benchmarking of our novel liver cell-based platform to industry standards,” said H. Ralph Snodgrass, PhD, VistaGen’s President and Chief Scientific Officer. “We anticipate this collaboration will lead to the further validation of our LiverSafe 3D™ system for predicting liver toxicity and drug metabolism issues long before costly human clinical trials.”
“This is another example of our long-term dedication to using the power of human pluripotent stem cells as the basis of more predictive in vitro tools for drug discovery and development,” concluded Dr. Snodgrass.
About VistaGen Therapeutics
VistaGen is a biotechnology company applying human pluripotent stem cell technology for drug rescue, predictive toxicology and drug metabolism screening. VistaGen’s drug rescue activities combine its human pluripotent stem cell technology platform, Human Clinical Trials in a Test Tube™, with modern medicinal chemistry to generate novel, safer chemical variants (Drug Rescue Variants) of once-promising small molecule drug candidates. These are drug candidates discontinued by pharmaceutical companies, the U.S. National Institutes of Health (NIH) or university laboratories, after substantial investment in discovery and development, due to heart or liver toxicity or metabolism issues. VistaGen uses its pluripotent stem cell technology to generate early indications, or predictions, of how humans will ultimately respond to new drug candidates before they are ever tested in humans, bringing human biology to the front end of the drug development process.
VistaGen’s small molecule prodrug candidate, AV-101, has completed Phase 1 development for treatment of neuropathic pain. Neuropathic pain, a serious and chronic condition causing pain after an injury or disease of the peripheral or central nervous system, affects millions of people worldwide.
Visit VistaGen at http://www.VistaGen.com, follow VistaGen at http://www.twitter.com/VistaGen or view VistaGen’s Facebook page at http://www.facebook.com/VistaGen.
About Celsis In Vitro Technologies
Celsis IVT, a subsidiary of Celsis International Ltd, is the premier world provider of specialized in vitro products for the study of metabolism, drug-drug interactions and toxicity in drug discovery and development. Since 1990, pharmaceutical and biotechnology companies have relied on Baltimore-based Celsis IVT for quality in vitro products for lead optimization. Celsis IVT products deliver faster time to results, enabling more productive and cost-effective research. Celsis IVT’s patented LiverPool products; cryoplateable hepatocytes (the world’s largest inventory); and other ADMET research tools are available worldwide.
For more information on Celsis IVT, visit www.celsisivt.com
Cautionary Statement Regarding Forward Looking Statements
The statements in this press release that are not historical facts may constitute forward-looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, risks related to the success of VistaGen’s stem cell technology-based drug rescue, predictive toxicology and metabolism screening activities, further development of stem cell-based bioassay systems, clinical development and commercialization of AV-101 for neuropathic pain or any other disease or condition, its ability to enter into strategic predictive toxicology, metabolism screening, drug rescue and/or drug discovery, development and commercialization collaborations and/or licensing arrangements with respect to one or more drug rescue variants, cell therapies or AV-101, risks and uncertainties relating to the availability of substantial additional capital to support its research, drug rescue, development and commercialization activities, and the success of its research and development plans and strategies, including those plans and strategies related to any drug rescue variant or cell therapy identified and developed by VistaGen, or AV-101. These and other risks and uncertainties are identified and described in more detail in VistaGen’s filings with the Securities and Exchange Commission (SEC). These filings are available on the SEC’s website at www.sec.gov. VistaGen undertakes no obligation to publicly update or revise any forward-looking statements.
For more information:
Shawn K. Singh, J.D.
Chief Executive Officer
VistaGen Therapeutics, Inc.
www.VistaGen.com
650-244-9990 x224
Investor.Relations@VistaGen.com
Mission Investor Relations
IR Communications
Atlanta, Georgia
www.MissionIR.com
404-941-8975
MCW Energy Group (MCW.V) to Acquire GeoPetro Resources Company
SAN FRANCISCO and TORONTO, March 1, 2013 (GLOBE NEWSWIRE) — MCW Energy Group Limited (“MCW”) (TSX-V:MCW) (TSX Venture Exchange) and GeoPetro Resources Company (“GeoPetro”) (NYSE MKT:GPR) announced today that their respective boards of directors have each unanimously approved a definitive merger agreement whereby MCW has agreed, subject to the terms and conditions set forth therein, to acquire GeoPetro and GeoPetro will continue as a subsidiary of MCW.
At the effective time of the merger, each outstanding common share of GeoPetro will be converted into the right to receive 0.07840916 common shares of MCW and 0.138485 Class B Preferred Shares of MCW, and each outstanding share of Series B Preferred Stock of GeoPetro will be converted into the right to receive 0.07840916 Class A Shares of MCW. The MCW Class A Preferred Shares will have the same substantive terms as the GeoPetro Series B Preferred Shares with respect to voting rights, the right to receive dividends and the right to receive distributions upon liquidation. The MCW Class B Preferred Shares will not have the right to vote or to receive dividends, nor will the holders thereof have the right to receive distributions upon any liquidation. During the five years following the merger, should GeoPetro achieve certain EBITDA targets, the MCW Class B Preferred Shares shall be automatically converted into common shares of MCW.
Completion of the transaction is contingent upon, among other things, shareholder and regulatory approvals, and it is expected to close in the Summer of 2013. The parties intend to request a hearing before the California Commissioner of Corporations and the approval of the Commissioner of the terms and conditions of the merger. Obtaining such an approval from the Commissioner would qualify the MCW share issuances for an exemption from the registration thereof under the U.S. Securities Act of 1933, as amended, and such approval is a condition to the obligations of the parties to consummate the merger.
One of the conditions to the obligation of MCW to consummate the merger is that GeoPetro shall have secured, on or before March 29, 2013 (unless extended by MCW, in its sole discretion) $1,900,000 in equity financing. The merger agreement includes additional customary representations, warranties and covenants of GeoPetro and MCW.
Stuart J. Doshi, President, Chief Executive Officer and Chairman of GeoPetro, commented: “We are pleased to be partnering with the MCW Energy Group. This strategic business combination significantly enhances our abilities to access capital and develop our portfolio of projects. This is a highly attractive alignment and represents a decisive initiative on the part of GeoPetro Resources Company to enhance shareholder value and create exciting and promising new opportunities. We look forward to a successful and prosperous relationship with the MCW Energy Group.”
Alex Blyumkin, Chairman of MCW, said: “We are very pleased with this transaction and are excited about the prospects of GeoPetro’s projects.”
About GeoPetro
GeoPetro is an independent oil and natural gas company headquartered in San Francisco, California. GeoPetro currently has projects in the United States and Canada. GeoPetro has developed an oil and gas property in its Madisonville Field Project in Texas. Elsewhere, GeoPetro has assembled a geographically-diversified portfolio of exploratory and appraisal prospects.
The GeoPetro Resources Company logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11051
About MCW
MCW is focused on value creation as (i) a distributor of gasoline and diesel fuels to service stations in Southern California for over 72 years, having revenue in the fiscal year ending August 31, 2011, of US$241.5 million, most recently reported having revenue of US$363.3 million for the fiscal year ending August 31, 2012, and (ii) as a developer of proprietary technology for the extraction of oil from oil sands at its first field in the Uinta Basin of Utah, USA. MCW’s management team is comprised of individuals who have extensive knowledge in both conventional and unconventional oil and gas projects and production, as well as refinery and fuel distribution experience.
For more information, please contact: | MCW Energy Group Limited | |
Paul Davey | ||
Communications | ||
Tel: +1 (800) 979-1897 (Ext. 3) | ||
Cell: 1-778-389-0915 | ||
Email: paul@mcwenergygroup.com |
Cautionary Note Regarding Forward-Looking Statements
Certain items in this press release and other information GeoPetro provides from time to time may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this press release are based upon GeoPetro’s historical performance and on GeoPetro’s current plans, estimates, and expectations in light of information currently available to GeoPetro. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to GeoPetro’s operations, financial results, financial condition, business, prospects, growth strategy, and liquidity. For a discussion of such risks and uncertainties, see “Risk Factors” included in GeoPetro’s Annual Report on Form 10-K. Furthermore, GeoPetro is under no obligation to update or alter any of the forward-looking statements contained in this press release as a result of new information, future events or otherwise, unless required by law.
No stock exchange or regulatory authority has approved or disapproved of the information contained herein.
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Forward-looking statements in this news release, include, but are not limited to, the commercial viability of the technology and the extraction plant, economic performance and future plans and objectives of MCW. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although MCW believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, MCW disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving GeoPetro and MCW. The proposed transaction will be submitted to the shareholders of GeoPetro for their consideration. In connection with the proposed transaction, GeoPetro will prepare a proxy statement to be filed with the United States Securities and Exchange Commission (“SEC”). GeoPetro plans to file with the SEC other documents regarding the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be mailed to GeoPetro’s shareholders. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by GeoPetro by going to GeoPetro’s Investor Relations website page by clicking the “Investor Relations” link at www.geopetro.com or by sending a written request to GeoPetro’s Secretary at 150 California Street, Suite 600, San Francisco, CA 94111, or by calling Stuart Doshi at (415) 398-8186.
Completion of the transaction is subject to compliance with the policies of the TSX Venture Exchange and a number of conditions, including but not limited to, approval by the shareholders of MCW of certain resolutions required to complete the transaction. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the proxy statement/management information circular or other disclosure documents filed with regulators to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
GeoPetro, its directors, and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of GeoPetro and their ownership of GeoPetro stock is set forth in the proxy statement for GeoPetro’s 2012 annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement GeoPetro will file with the SEC when it becomes available.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cinedigm (CIDM) Closes $195 Million in Two New Credit Facilities
Cinedigm Digital Cinema Corp. (NASDAQ: CIDM) today announced the closing of a $125 million senior non-recourse credit facility led by Societe Generale Corporate & Investment Banking and a $70 million non-recourse credit facility provided by Prospect Capital Corporation (NASDAQ: PSEC). These two new non-recourse credit facilities will be supported by the cash flows of the Phase 1 deployment and the Company’s digital cinema servicing business and will refinance the Company’s existing $92 million non-recourse senior 2010 Term Loan and $98 million recourse Note. The senior facility has received an upgraded rating of Baa3 from Moody’s Investor Service.
The new five-year term senior loan, provided by a syndicate of institutional lenders led by Societe Generale, will be at a rate of LIBOR +275 basis points with a 1.0% LIBOR floor, substantially improving upon the previous rate of LIBOR +350 basis points with a 1.75% LIBOR floor.
The new financing, provided by Prospect Capital Corporation, will be at an all-in rate of 13.5%, including a cash rate of LIBOR +9.0% with a 2.0% LIBOR floor, and a Payment In Kind, or PIK, rate of 2.5%, improving upon the previous all-in rate of 15% on the Company’s existing Sageview Note. In addition, the new Prospect loan extends the maturity to March 2021 from August 2014.
These new facilities significantly improve upon the terms of the previous financing arrangements through a combination of reduced borrowing costs, making all debt non-recourse to Cinedigm’s software and content businesses, and a significant maturity extension.
“We are pleased to announce this successful refinancing of our existing debt,” said Chris McGurk, Chairman and CEO of Cinedigm. “This transaction reaffirms the value of the Company’s digital cinema asset base and positions Cinedigm to accelerate our growth plans.”
“This refinancing is a significant step in our progress towards strengthening Cinedigm’s balance sheet,” added Adam M. Mizel, Chief Operating Officer and CFO of Cinedigm. “By lowering our cost of capital, extending our mezzanine debt maturity to 2021 and shifting all of our debt to be secured only by our deployment businesses, we have improved our capital flexibility, unlocked equity value and simplified our story. We appreciate the strong capital markets execution and lending support from our long time partners at Societe Generale and look forward to the new partnership we have forged with Prospect Capital Corporation.”
“We are excited that institutional investors have oversubscribed the refinancing of Cinedigm’s Phase 1 digital cinema deployment, leading to a further reduction in rates,” said Richard Knowlton, Managing Director, Societe Generale, Leveraged Media and Telecom Finance.
Blackstone Advisory Partners L.P. acted as financial advisor to the Company in connection with the transaction.
About Cinedigm
Cinedigm is a leader in the digital entertainment revolution. Cinedigm’s pioneering digital cinema deployment and servicing efforts, and our state-of-the-art distribution and exhibition software, are cornerstones of the digital cinema transformation. Cinedigm is also the leading digital aggregator of independent content in the world, providing end-to-end digital content delivery to theaters, across digital and on-demand platforms, and on DVD/Blu-ray. Through partnerships with iTunes, Netflix, Amazon, Google, Hulu, Vudu, Xbox, Playstation, and others, Cinedigm reaches a global digital audience. The company’s library of over 5,000 titles includes award-winning documentaries from Docurama Films®, next-gen indies from Flatiron Film Company® and acclaimed independent films and festival picks through partnerships with the Sundance Institute and Tribeca Film. CEG is proud to distribute many Oscar®-nominated films including “The Invisible War,” “Hell and Back Again,” “GasLand,” “Waste Land” and “Paradise Lost 3: Purgatory.” Upcoming multi-platform releases include “Don’t Stop Believin’: Everyman’s Journey,” “Come Out And Play,” “Arthur Newman,” and “Violet and Daisy.” Cinedigm™ and Cinedigm Digital Cinema Corp™ are trademarks of Cinedigm Digital Cinema Corp www.cinedigm.com. [CIDM-F]
About Societe Generale
Societe Generale Corporate & Investment Banking, the investment banking division of France’s Societe Generale Group, is a well-diversified and leading player with 12,000 professionals present in over 40 countries across Europe, the Americas and Asia-Pacific. Standing by its clients across sectors, the Corporate & Investment Bank tailors solutions for them by capitalizing on its worldwide expertise in investment banking, global finance, and global markets, and providing strategic advisory, capital raising, cross-asset investing and risk management solutions. For more information, please visit http://www.sgcib.com.
About Prospect Capital Corporation
Prospect Capital Corporation (www.prospectstreet.com) is a closed-end investment company that lends to and invests in private and microcap public businesses. Their investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. [PSEC-F]
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cinedigm officials during presentations about Cinedigm, along with Cinedigm’s filings with the Securities and Exchange Commission, including Cinedigm’s registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “expects,” “anticipates,” “intends,” “plans,” “could,” “might,” “believes,” “seeks,” “estimates” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cinedigm’s management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about Cinedigm, its technology, economic and market factors and the industries in which Cinedigm does business, among other things. These statements are not guarantees of future performance and Cinedigm undertakes no specific obligation or intention to update these statements after the date of this release.
ZELTIQ® Aesthetics (ZLTQ) Launches New CoolFit Applicator Globally
ZELTIQ Aesthetics, Inc. (Nasdaq: ZLTQ), a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology, today announced the global introduction of CoolFit, the newest addition to the applicator platform for the CoolSculpting System, at the American Academy for Dermatology (AAD) annual meeting in Miami.
“We are committed to optimizing patient outcomes and are focused on providing additional applicators that are both more efficient and that treat a broader range of patients,” said Mark Foley, President and Chief Executive Officer of ZELTIQ. “CoolFit’s configuration and larger treatment area provides physicians with even more options when assessing patients and developing truly customized treatment plans to achieve the desired results.”
CoolFit’s advanced engineering design features a flat applicator cup and 38 percent larger cooling plates than the CoolCore applicator. This enables treatment of different areas on more body types than ever before. With CoolFit, it is possible for more patients to take advantage of CoolSculpting’s unique cooling approach that selectively targets and destroys fat, something heat-based procedures cannot replicate.
“The CoolFit design allows me to treat harder to reach areas and, for the first time, longer fat bulges, which is attracting new patients to my practice,” said Brian Zelickson, MD, Medical Director of Zel Skin & Laser Specialists in Edina, Minn. “My CoolSculpting patients who are being treated with CoolFit are very satisfied with their individual results.”
The fifth applicator to be introduced for use with CoolSculpting, the CoolFit applicator allows physicians to easily customize patients’ treatment plans, particularly in areas with longer and hard-to-reach fat bulges.
“CoolFit really rounds out the CoolSculpting applicator platform and has been a welcome addition to my practice because of its versatility,” said Jay Burns, MD, Medical Director of EpiCentre Park Lane in Dallas and EpiCentre Legacy in Plano, Texas. “In combination, all the applicators broaden the scope of treatable patients and their respective outcomes.”
In the United States and Taiwan, CoolSculpting is cleared for non-invasive fat reduction in the abdomen and flank. In other international markets, CoolSculpting is cleared for general non-invasive fat reduction. More than 500,000 CoolSculpting treatments have been performed worldwide. CoolSculpting results in an undeniable reduction of fat in the treated areas, and patients can start to see results as soon as three weeks following treatment, with the most dramatic results occurring over a period of two to four months in most patients. Every patient case is unique which is why ZELTIQ recommends a customized treatment plan as part of the initial consultation. After the initial treatment is complete, patients can attain further reductions with additional treatments, resulting in even more fat loss.
About CoolSculpting®
CoolSculpting is a non-surgical, clinically proven procedure designed to selectively reduce fat bulges in problem areas using a patented cooling technology. Cleared by the FDA for noninvasive fat reduction in the abdomen and flank, it is a procedure that gently cools unwanted fat cells in the body to induce a natural, controlled elimination of fat cells. It is designed to reduce fat bulges in treated areas of the body without harming surrounding tissue. CoolSculpting is available through an elite network of CoolSculpting Centers worldwide. Dermatologists, plastic surgeons and leading aesthetic specialists that offer CoolSculpting can be found at www.coolsculpting.com.
Be sure to follow CoolSculpting on Facebook, Twitter and YouTube.
About ZELTIQ® Aesthetics, Inc.
ZELTIQis a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform. ZELTIQ’s first commercial product, the CoolSculpting System, is designed to selectively reduce stubborn fat bulges that may not respond to diet or exercise. CoolSculpting is based on the scientific principle that fat cells are more sensitive to cold than the overlying skin and surrounding tissues. CoolSculpting utilizes patented technology of precisely controlled cooling to reduce the temperature of fat cells in the treated area, which is intended to cause fat cell elimination through a natural biological process known as apoptosis, without causing scar tissue or damage to the skin, nerves, or surrounding tissues. ZELTIQ developed CoolSculpting to safely, noticeably, and measurably reduce the fat layer within a treated fat bulge without requiring the patient to diet or exercise.
Tucows (TCX) Announces $10 Million Stock Buyback Program
TORONTO, March 1, 2013 /PRNewswire/ – Tucows Inc. (NYSE AMEX:TCX, TSX:TC) today announced that its Board of Directors has approved a stock buyback program (the “Share Repurchase”) to repurchase from time to time up to $10 million of its common stock in the open market through the facilities of the NYSE AMEX Stock Exchange (“NYSE AMEX”). The Share Repurchase will commence immediately and will terminate on February 28, 2014.
All shares purchased by Tucows under the stock buyback program will be retired and returned to treasury.
The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.
The purchase will be funded from available working capital and existing credit facilities. As of February 28, 2013, Tucows had 40 million common shares outstanding.
During Tucows’ previous stock buyback program, which ended on November 14, 2012, Tucows repurchased and retired 2.4 million common shares. In addition, on January 4, 2013, Tucows concluded its previously announced modified “Dutch auction” tender offer in which it repurchased and retired 4.1 million common shares.
NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.
About Tucows
Tucows is a global Internet services company. OpenSRS (http://opensrs.com) manages over fourteen million domain names and millions of value-added services through a reseller network of over 13,000 web hosts and ISPs. Hover (http://hover.com) is the easiest way for individuals and small businesses to manage their domain names and email addresses. Ting.com (https://ting.com) is a mobile phone service provider dedicated to bringing clarity and control to US mobile phone users. YummyNames (http://yummynames.com) owns and operates premium domain names that generate revenue through advertising or resale. More information can be found on Tucows’ corporate website (http://tucows.com).
This news release contains, in addition to historical information, forward-looking statements related to the proposed stock buyback program, including the timing, total number of shares to be purchased under the proposed stock buyback program. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document, and except to the extent Tucows may be required to update such information under any applicable securities laws, Tucows assumes no obligation to update such forward-looking statements.
TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.
Revolution Lighting (RVLT) LED Products Selected for Viacom HQ
The installation of new LED lighting in Viacom’s New York City headquarters is expected to reduce energy consumption at the Times Square building by more than 55 percent.
Revolution Lighting Technologies, Inc. (NASDAQ:RVLT) subsidiary Seesmart, Inc. has been selected by office landlord SL Green Realty to retrofit more than 1,000 lamps at the 1.8 million-square-foot Viacom corporate headquarters, 1515 Broadway in New York. The largest commercial property owner in New York, SL Green installed Seesmart LED products in 21 of its other portfolio properties last year.
“Revolution Lighting is excited to continue its relationship with SL Green Realty by installing our market-leading Seesmart LED products throughout its premier New York City property,” said Charles Schafer, President and Chief Financial Officer of Revolution Lighting Technologies, Inc. “Having our LED products installed in the heart of Times Square proves the increased confidence of the maturing LED industry. We’re excited to deliver significant cost savings through energy efficiency and lower maintenance costs at the Viacom headquarters.”
SL Green will install 1,100 Seesmart LED lamps in its headquarters. By replacing outdated lighting in constantly lit areas, including stairwells and mechanical spaces, the project will reduce energy use by more than 55 percent. The new LED lighting will make the building more efficient by providing 50,000 hours or more of light, dramatically reducing lamp replacement costs over time.
“As LED lighting continues to play a key role in our energy efficiency program, we recognized a need for updated lighting in the Viacom property,” said Jay Black, director of sustainability at SL Green. “Revolution Lighting’s innovative and trustworthy Seesmart product line allows us to drive energy reduction, yield significant savings and improve return on investment.”
In 2012, SL Green installed Seesmart LED lamps throughout 21 of its properties, saving almost $1.0M annually. The retrofit of 1515 Broadway marks a significant step in the integration of LED lighting throughout SL Green’s portfolio.
About Revolution Lighting Technologies
Revolution Lighting Technologies, Inc. engages in the design, manufacture, marketing, and sale of light emitting diode (LED) lighting solutions in the United States, Canada, and internationally. The company sells its products under the Seesmart, Lumificient, and Array brand names. Revolution Lighting Technologies, Inc. markets and distributes its product through a network of independent sales representatives and distributors, as well as through energy savings companies and national accounts. For more information about Revolution Lighting Technologies, visit http://www.rvlti.com/.
iParty Corp. (IPT) to be Acquired by Party City
iParty Corp. (NYSE MKT: IPT – news), a leading party goods retailer with a strong presence in New England, and Party City Holdings Inc., North America’s largest party supply retailer today announced that they have entered into a definitive merger agreement under which Party City will acquire iParty for $0.45 per share of iParty Common Stock and the greater of liquidation preference or conversion value for each share of iParty Preferred Stock, in cash. The purchase price for iParty Common Stock represents a 200% premium over the closing price of iParty Common Stock as of February 28, 2013.
“Party City is a leading player in our industry and we could not be more pleased with this outcome of the strategic review we initiated last year and the return it affords to all of our stockholders, both Common and Preferred,” said Sal Perisano, iParty’s Chairman and Chief Executive Officer. “The Party City network with their Amscan distribution platform will benefit our stores and products by significantly increasing our scale and broadening our geographic presence. We look forward to working with Party City and its management team as we integrate our companies.”
“We are excited to add iParty’s strong platform of retail stores to our vertically integrated business model,” said Gerald C. Rittenberg, Party City’s Chief Executive Officer. “By joining forces, we enhance our leadership position and accelerate our growth throughout New England, a densely populated region where we currently do not have a market presence. We have maintained a relationship with iParty for many years and have long admired their strong management team and well-recognized brand. We look forward to working together to expand our combined geographic footprint and brand presence on a national scale.”
The transaction, which is currently expected to close during the second quarter of 2013, is subject to customary closing conditions, including approval by iParty’s shareholders.
Under the Merger Agreement, iPartywill actively solicit superior proposals from third parties for a period of 30 days continuing through March 31, 2013. iParty does not intend to disclose developments with respect to this solicitation process unless and until its Board of Directors has made a decision regarding any superior proposals that may be made. There can be no assurances that this solicitation will result in a superior proposal. For further information regarding all items and conditions contained in the definitive merger agreement, please see iParty’s Current Report on Form 8-K, which will be filed with the SEC in connection with this transaction.
In connection with the Merger Agreement, the directors, certain executive officers and the Estate of Robert Lessin, Robert H. Lessin Venture Capital, LLC and Boston Millennia Partners, LP, each significant stockholders, have signed agreements with Party City to vote their shares in favor of the Merger.
Thomas H. Lee Partners acquired a majority stake in Party City in June 2012. Ropes & Gray LLP acted as legal advisor to Party City on this transaction.
Raymond James & Associates, Inc. acted as financial advisor to iParty on this transaction and Posternak Blankstein & Lund LLP acted as legal advisor.
About Party City
Party City Holdings Inc. designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts, stationery and Halloween costumes, and is North America’s No. 1 party retailer with more than 750 company-owned and franchise locations throughout the United States, Canada and Puerto Rico. Headquartered in Rockaway, N.J., Party City became part of the Amscan Holdings, Inc., family in 2005. With Amscan’s worldwide facilities in Asia, Europe and Australia, as well as distribution centers in the Americas, the merger has made it possible to design, manufacture and distribute products in the United States and overseas. The vision of providing more party for less has made Party City the largest specialty party retailer and premiere Halloween destination in North America. Please visit our site at www.partycity.com.
About iParty Corp.
Headquartered in Dedham, Massachusetts, iParty Corp. is a party goods retailer that operates 54 iParty retail stores in New England and Florida and an internet site (www.iparty.com) for costume and related goods and party planning. iParty’s aim is to make throwing a successful event both stress-free and fun. With an extensive assortment of party supplies and costumes in our stores and available at our online store, iParty offers consumers a sophisticated, yet fun and easy-to-use, resource to help them customize any party, including birthday bashes, Easter get-togethers, graduation parties, summer barbecues and, of course, Halloween. In addition to the extensive assortment of costume and related merchandise available through iParty’s internet site our web site focuses on increasing customer visits to our retail stores by highlighting the ever changing store product assortment for all occasions and seasons and featuring sales flyers, enter-to-win contests, monthly coupons and ideas and themes offering consumers an easy and fun approach to any party. iParty aims to offer reliable, time-tested knowledge of party-perfect trends, and superior customer service to ensure convenient and comprehensive merchandise selections for every occasion. Please visit our site at www.iparty.com.
Additional Information and Where You Can Find It
In connection with the proposed transaction, iParty will file a proxy statement and other relevant documents concerning the proposed transaction with the SEC. Investors and security holders of iParty are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available, because they will contain important information about iParty and the proposed transaction that should be considered before making a decision about the merger.
The proxy statement (when it becomes available) and any other documents filed by iParty with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by iParty by contacting David Robertson, iParty ‘s Chief Financial Officer, at 781-355-3770.
iParty and its directors and certain executive officers may, under SEC rules, be deemed to be participants in the solicitation of proxies from iParty’s shareholders in connection with the transaction. Information regarding the directors and executive officers and their respective interests in the Company by security holdings or otherwise is included in the Company’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and information concerning all of iParty’s participants in the solicitation will be included in the proxy statement relating to the proposed transaction when it becomes available.
Safe harbor statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by the fact that they use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “plan,” “outlook,” and other words and terms of similar meaning. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: conditions to the closing may not be satisfied and the transaction may involve unexpected costs, liabilities or delays any of which could cause the transaction not to be consummated and those risks and uncertainties set forth in iParty’s filings with the SEC. For a more detailed discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, “Risk Factors” of iParty’s most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and our other periodic reports filed with the SEC. iParty is providing this information as of this date, and does not undertake to update the information included in this press release, whether as a result of new information, future events or otherwise.
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Recent Posts
- $EAWD IEA Hosts G20 Ministers, Influential Personalities to Discuss Clean and Affordable Energy Transition
- $SFWJ InvestorNewsBreaks – Software Effective Solutions Corp. (d/b/a MedCana) (SFWJ) Releases Report on Series of Acquisitions, Multiple Cannabis Licenses
- $RFLXF JPMorgan Executive Says US Backlash Against ESG Is Exaggerated
- $TMET.V Gold Stutters as Strong US Jobs Data Dampens Expectations of Large Rate Cuts
- $FSTTF InvestorNewsBreaks – First Tellurium Corp. (CSE: FTEL) (OTC: FSTTF) Shares Additional Information on the PyroDelta Thermoelectric Generator, Relationship with Subsidiary
- $LEXX InvestorNewsBreaks – Lexaria Bioscience Corp. (NASDAQ: LEXX) Begins Subject Dosing in Human Pilot Study #3 Evaluating Oral DehydraTECH-Processed Tirzepatide
- $LGVN InvestorNewsBreaks – Longeveron Inc. (NASDAQ: LGVN) to Present at This Month’s Congenital Heart Surgeons’ Society Annual Meeting
- $ATBHF Aston Bay Holdings Ltd. (TSX.V: BAY) (OTCQB: ATBHF) Releases Updated Report on Storm Copper Project Drilling Program
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