Archive for May, 2013
ValueVision (VVTV) Reports First Quarter 2013 Results
MINNEAPOLIS, MN — (Marketwired) — 05/22/13 — ValueVision Media, Inc. (NASDAQ: VVTV), a multichannel electronic retailer with TV distribution into over 85 million homes, today announced results for its fiscal 2013 first quarter (Q1’13) ended May 4, 2013. ValueVision will host an investor conference call/webcast today at 4:30 pm ET, details below.
During the first quarter, ValueVision achieved net sales of $151.4 million, adjusted EBITDA of $5.8 million, and net income of $1 million.
SUMMARY RESULTS AND KEY OPERATING METRICS
($ Millions, except average price points)
Three months ended
-------------------------------------
5/4/2013 4/28/2012
----------- -----------
Q1 '13 Q1 '12 Change
----------- ----------- -----------
Net Sales $ 151.4 $ 136.5 11%
Gross Profit $ 57.0 $ 51.0 12%
Gross Profit % 37.7% 37.4% +30bps
EBITDA, as adjusted $ 5.8 $ (1.0) $ 6.8
Net Income/(Loss) $ 1.0 $ (8.7) $ 9.8
Homes (Average 000s) 84,955 81,386 4%
Net Shipped Units (000s) 1,497 1,336 12%
Average Price Point $ 93 $ 95 -2%
Return Rate % 22.5% 21.2% +130 bps
Internet Net Sales % 46.2% 45.9% +30bps
ValueVision’s Q1’13 net sales rose 11% to $151.4 million versus $136.5 million in Q1’12. Sales growth was driven by significant improvement in the Home & Consumer Electronics category and strong results in the Fashion & Accessories category. Adjusted EBITDA improved to $5.8 million in Q1’13 versus an adjusted EBITDA loss of $1.0 million for the same quarter last year, reflecting improved sales and lower TV distribution costs. ValueVision reported Q1’13 net income of $1.0 million, or $0.02 per share, compared to a year-ago Q1 net loss of ($8.7) million, or ($0.18) per share.
Net shipped units rose 12% to nearly 1.5 million in Q1’13 vs. Q1’12, reflecting continued improvements to the Company’s merchandise mix and a modest decline in average price points. Internet sales penetration increased 30 basis points to 46.2% versus Q1’12. Mobile transaction volume represented 23% of Internet sales compared to 13% in Q1’12.
ValueVision CEO, Keith Stewart, said, “We have extended our positive momentum from 2012 with continued improvement in our product diversity, customer growth and customer service metrics. Although we are encouraged by this performance, there is still plenty of work ahead of us. Key areas of focus remain executing our merchandising strategy, enhancing the customer experience, and improving the efficiency of our operations.”
ValueVision EVP and CFO William McGrath said, “We strengthened our balance sheet during the first quarter. ValueVision’s cash balance, including restricted cash, increased by $7 million to $36 million in Q1’13. The change in our cash position reflects positive EBITDA results and the seasonal timing of cash receipts from fourth quarter receivables, partially offset by increased inventory investments in the period.”
Added Mr. McGrath, “Earlier this month, we expanded our PNC line of credit to $50 million from $40 million, and extended the term through May 2, 2018. The additional $10 million in undrawn availability under the expanded facility improves liquidity and supports continued investment in the growth of our business.”
ValueVision also announced separately today the planned change of its consumer brand from ShopNBC to ShopHQ. ValueVision COO, Carol Steinberg, commented: “We believe our business has evolved to the point where developing our own brand is the logical next step for the Company. Taking ownership of our brand empowers us to shape our future, to build brand equity that we control, and to eliminate $4 million in annual license fees. We have developed a comprehensive plan with the transition to ShopHQ occurring over the course of this fiscal year, including a range of initiatives aimed at ensuring a smooth customer experience.” Please reference the standalone press release issued today for more details regarding the Company’s brand transition.
Conference Call / Webcast Today, Wednesday, May 22 at 4:30 pm ET:
WEBCAST/WEB REPLAY: http://www.media-server.com/m/p/8ybzo5qa
TELEPHONE: 866-515-2910; Passcode: 83928428
Adjusted EBITDA
EBITDA represents net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines Adjusted EBITDA as EBITDA excluding debt extinguishment; non-operating gains (losses); non-cash impairment charges and write-downs; and non-cash share-based compensation expense. The Company has included the term “Adjusted EBITDA” in our EBITDA reconciliation in order to adequately assess the operating performance of our television and Internet businesses and in order to maintain comparability to our analyst’s coverage and financial guidance, when given. Management believes that Adjusted EBITDA allows investors to make a more meaningful comparison between our business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric to evaluate operating performance under its management and executive incentive compensation programs. Adjusted EBITDA should not be construed as an alternative to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with generally accepted accounting principles and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies. The Company has included a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable GAAP financial measure, in this release.
About ValueVision Media, ShopNBC and ShopHQ
ValueVision Media, Inc. is a multichannel electronic retailer that enables customers to shop and interact via TV, phone, Internet and mobile. The Company has initiated a plan to transition its consumer brand from ShopNBC to ShopHQ over the remainder of fiscal 2013. ValueVision’s television network reaches over 85 million cable and satellite homes and is also available nationwide on PCs, tablets and iPhone, Android and other mobile devices via live streaming at www.shopnbc.com (and ultimately www.shophq.com). The Company’s merchandise categories include Home & Consumer Electronics, Beauty, Health & Fitness, Fashion & Accessories, and Jewelry & Watches. Please visit www.shopnbc.com/ir for more investor information.
Forward-Looking Information
This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor relationships; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our long-term credit facility covenants; our ability to successfully transition our brand name; the market demand for television station sales; our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations; significant public events that are difficult to predict, or other significant television-covering events causing an interruption of television coverage or that directly compete with the viewership of our programming; and our ability to obtain and retain key executives and employees. More detailed information about those factors is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this announcement. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
(tables follow)
VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data)
May 4, February 2,
2013 2013
----------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 33,685 $ 26,477
Restricted cash and investments 2,100 2,100
Accounts receivable, net 91,677 98,360
Inventories 46,315 37,155
Prepaid expenses and other 6,172 6,620
----------- -----------
Total current assets 179,949 170,712
Property and equipment, net 23,847 24,665
FCC broadcasting license 12,000 12,000
NBC trademark license agreement, net 2,997 3,997
Other assets 871 725
----------- -----------
$ 219,664 $ 212,099
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 68,245 $ 65,719
Accrued liabilities 33,483 30,596
Deferred revenue 85 85
----------- -----------
Total current liabilities 101,813 96,400
Deferred revenue 399 420
Long term deferred tax liability 290 -
Long term credit facility 38,000 38,000
----------- -----------
Total liabilities 140,502 134,820
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value, 100,000,000 shares
authorized; 49,365,587 and 49,139,361 shares
issued and outstanding 494 491
Warrants to purchase 6,000,000 shares of common
stock 533 533
Additional paid-in capital 408,101 407,244
Accumulated deficit (329,966) (330,989)
----------- -----------
Total shareholders' equity 79,162 77,279
----------- -----------
$ 219,664 $ 212,099
=========== ===========
VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
For the Three Month Periods Ended
----------------------------------
May 4, April 28,
2013 2012
---------------- ----------------
Net sales $ 151,354 $ 136,549
Cost of sales 94,321 85,517
---------------- ----------------
Gross profit 57,033 51,032
Margin % 37.7% 37.4%
Operating expense:
Distribution and selling 46,252 48,365
General and administrative 5,892 4,667
Depreciation and amortization 3,205 3,428
---------------- ----------------
Total operating expense 55,349 56,460
---------------- ----------------
Operating income (loss) 1,684 (5,428)
---------------- ----------------
Other expense:
Interest income 11 -
Interest expense (378) (2,808)
Loss on debt extinguishment - (500)
---------------- ----------------
Total other expense (367) (3,308)
---------------- ----------------
Income (loss) before income taxes 1,317 (8,736)
Income tax provision (294) (3)
---------------- ----------------
Net income (loss) $ 1,023 $ (8,739)
================ ================
Net income (loss) per common share $ 0.02 $ (0.18)
================ ================
Net income (loss) per common share
---assuming dilution $ 0.02 $ (0.18)
================ ================
Weighted average number of
common shares outstanding:
Basic 49,226,515 48,638,164
================ ================
Diluted 54,653,674 48,638,164
================ ================
VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
Reconciliation of Adjusted EBITDA to Net Income (Loss):
For the Three Month Periods Ended
----------------------------------
May 4, April 28,
2013 2012
---------------- ----------------
Adjusted EBITDA (000's) $ 5,795 $ (959)
Less:
Debt extinguishment - (500)
Non-cash share-based compensation (860) (991)
---------------- ----------------
EBITDA (as defined) (a) 4,935 (2,450)
---------------- ----------------
A reconciliation of EBITDA to net income
(loss) is as follows:
EBITDA (as defined) (a) 4,935 (2,450)
Adjustments:
Depreciation and amortization (3,251) (3,478)
Interest income 11 -
Interest expense (378) (2,808)
Income taxes (294) (3)
---------------- ----------------
Net income (loss) $ 1,023 $ (8,739)
================ ================
(a) EBITDA as defined for this statistical presentation represents net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines Adjusted EBITDA as EBITDA excluding debt extinguishment, non-operating gains (losses); non-cash impairment charges and writedowns, and non-cash share-based compensation expense.
Management has included the term Adjusted EBITDA in its EBITDA reconciliation in order to adequately assess the operating performance of the Company’s television and Internet businesses and in order to maintain comparability to its analyst’s coverage and financial guidance, when given. Management believes that Adjusted EBITDA allows investors to make a more meaningful comparison between our business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric measure to evaluate operating performance under its management and executive incentive compensation programs. Adjusted EBITDA should not be construed as an alternative to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with GAAP and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies.
Contacts
Media:
Dawn Zaremba
ShopNBC
dzaremba@shopnbc.com
(952) 943-6043 O
Investors:
David Collins, Eric Lentini
Catalyst Global LLC
vvtv@catalyst-ir.com
(212) 924-9800 O
(AFOP) Raises 2nd Quarter, 2013 Guidance
SUNNYVALE, Calif., May 22, 2013 (GLOBE NEWSWIRE) — Alliance Fiber Optic Products, Inc. (Nasdaq:AFOP), an innovative supplier of fiber optic components, subsystems and integrated modules for the optical network equipment market, today announced that it will raise its financial guidance for the quarter ended June 30, 2013.
For the 2nd quarter of 2013, the Company expects to report net sales above $16 million, exceeding the previously stated revenue guidance of $14 million provided in the first quarter, 2013 conference call. This revenue level represents a 32% and 39% increase on a sequential and year over year basis respectively. In addition, with such record quarterly revenues, the Company expects improved gross margin and record quarterly profits in the 2nd quarter of 2013 as well.
“We are pleased to raise our guidance. Customer demands remained stronger than expected, since the last conference call, while our operation made continuous progress in capacity expansion. With all the progress we have made so far, we are optimistic about delivering record quarterly financial performance in this quarter. We will continue capacity expansion efforts to support our customers’ growing demand and to increase AFOP market share in this upcoming industry growth cycle,” commented Peter Chang, President and Chief Executive Officer.
Detailed financial results for the second quarter as well as the outlook for the third quarter of 2013 will be provided, when complete second quarter end results are announced on a conference call to be held in the week of July 22, 2013.
About AFOP
Founded in 1995, Alliance Fiber Optic Products, Inc. designs, manufactures and markets a broad range of high performance fiber optic components and integrated modules. AFOP’s products are used by leading and emerging communications equipment manufacturers to deliver optical networking systems to the long-haul, enterprise, metropolitan and last mile access segments of the communications network. AFOP offers a broad product line of passive optical components including interconnect systems, couplers and splitters, thin film CWDM and DWDM components and modules, optical attenuators, and micro-optics devices. AFOP is headquartered in Sunnyvale, California, with manufacturing and product development capabilities in the United States, Taiwan and China. AFOP’s website is located at http://www.afop.com.
Except for the historical information contained herein, the matters set forth in this press release, including statements as to our expectations regarding future revenue levels and profits and the time periods thereof are forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, but not limited to general economic conditions and trends, trends in demand for bandwidth, the impact of competitive products and pricing, timely introduction of new technologies, timely design acceptance by our customers, the acceptance of new products and technologies by our customers, customer demand for our products, the timing of customer orders, loss of key customers, our ability to ramp new products into volume production, the mix of products sold and product pricing, the costs associated with running our operations, industry-wide shifts in supply and demand for optical components and modules, industry overcapacity and demand for bandwidth, the success of cost control initiatives, our ability to obtain and maintain operational efficiencies, financial stability in foreign markets, and other risks detailed from time to time in our SEC reports, including AFOP’s quarterly report on Form 10-Q for the quarter ended March 31, 2013. These forward-looking statements speak only as of the date hereof. AFOP disclaims any intention or obligation to update or revise any forward-looking statements.
CONTACT: Anita Ho
Acting Chief Financial Officer
Alliance Fiber Optic Products, Inc.
Phone: 408-736-6900 x168
Le (GAGA) Holdings Announces Receipt of “Going Private” Proposal
HONG KONG, May 22, 2013 (GLOBE NEWSWIRE) — Le Gaga Holdings Limited (Nasdaq:GAGA) (“Le Gaga” or the “Company”), a leading greenhouse vegetable producer in China, announced today that its board of directors has received a non-binding proposal letter dated May 21, 2013 from Ms. Na Lai Chiu, the chairman of the Company’s board of directors, Mr. Shing Yung Ma, a director and the chief executive officer of the Company, and Sequoia Capital China (together with Ms. Na Lai Chiu and Mr. Shing Yung Ma, the “Consortium”) to acquire all of the outstanding shares of the Company not currently owned by the Consortium in a “going private” transaction (the “Transaction”) at a price of US$4.01 in cash per American Depositary Share of the Company (“ADS,” each ADS representing 50 ordinary shares of the Company), or US$0.0802 in cash per ordinary share of the Company, as the case may be.
According to the proposal letter, the Consortium intends to form an acquisition company to implement the Transaction, and has held discussions with certain financial institutions that have expressed interest in financing the Transaction. A copy of the proposal letter is attached hereto as Exhibit A.
The Company’s board of directors has formed a special committee consisting of three independent directors (the “Special Committee”) to consider this proposal. The Company expects that the Special Committee will retain a financial advisor and legal counsel to assist it in its work. The Company cautions its shareholders and others considering trading in its securities that the Company has just received the non-binding proposal and has not made any decisions with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
Weil, Gotshal & Manges LLP is acting as U.S. counsel to the Consortium. Latham & Watkins is acting as the Company’s U.S. counsel.
About Le Gaga Holdings Limited (Nasdaq:GAGA)
Le Gaga is a leading greenhouse vegetable producer in China. The Company sells and markets greenhouse vegetables such as peppers, tomatoes, cucumbers and eggplants, as well as green leafy vegetables to wholesalers, institutional customers and supermarkets in China and Hong Kong. The Company has successfully built a trusted brand among its customers. The Company currently operates farms in the Chinese provinces of Fujian, Guangdong and Hebei. Leveraging its large-scale greenhouses, proprietary horticultural know-how and comprehensive database, the Company specializes in producing and selling high-quality, off-season vegetables during the winter months.
Exhibit A
May 21, 2013
| The Board of Directors |
| Le Gaga Holdings Limited |
| Unit 1105, The Metropolis Tower |
| 10 Metropolis Drive |
| Hung Hom, Kowloon |
| Hong Kong |
Dear Members of the Board of Directors:
We, Na Lai Chiu (the “Chairwoman”), Shing Yung Ma (the “Founder”) and SC China Holdings Limited, on behalf of funds managed and/or advised by it (together with its and their affiliates, “Sequoia” and, together with the Chairwoman and the Founder, the “Consortium”), are pleased to submit this preliminary non-binding proposal to acquire all of the outstanding shares of Le Gaga Holdings Limited (the “Company”) that are not already directly or indirectly beneficially owned by us in a going private transaction on the principal terms and conditions described in this letter (the “Transaction”). Collectively, the Consortium beneficially owns 1,117,921,001 ordinary shares of the Company, which represents 50.84% of the total outstanding ordinary shares of the Company, as of the date hereof.
We believe that our proposal of US$4.01 in cash per American Depositary Share of the Company (“ADS,” with each ADS representing 50 ordinary shares of the Company), or $0.0802 in cash per ordinary share of the Company, as the case may be, provides a very attractive opportunity to the Company’s shareholders. Our proposal represents a premium of 16.57% over the closing price of the ADSs on May 20, 2013 and a premium of 20.67% over the volume-weighted average closing price of the ADSs during the last 30 trading days.
The terms and conditions upon which we are prepared to pursue the Transaction are set forth below.
- Consortium. Members of the Consortium have entered into a consortium agreement dated as of the date hereof, pursuant to which we will form an acquisition company for the purpose of implementing the Transaction and have agreed to work with each other exclusively in pursuing the Transaction.
- Purchase Price. The consideration payable in the Transaction will be US$4.01 in cash per ADS and $0.0802 in cash per ordinary share (in each case other than those ADSs or ordinary shares held by members of the Consortium and other shareholders that are expected to be rolled over in connection with the Transaction).
- Financing. We have held discussions with financial institutions that have expressed interests in providing financing in connection with the Transaction and are confident that we will secure adequate financing to consummate the Transaction.
- Due Diligence. We are ready to move expeditiously to complete the Transaction as soon as practicable and believe that, with the full cooperation of the Company, our financing providers can complete customary legal, financial and accounting due diligence in a timely manner and in parallel with discussions on the Definitive Agreements (as defined below).
- Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) in respect of the Transaction. These agreements will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type. We have engaged Weil, Gotshal & Manges LLP as legal advisor to the Consortium in connection with the Transaction.
- Process. Given the involvement of the Chairwoman, the Founder and Sequoia as members of the Consortium in the Transaction, we believe it is prudent and in the best interests of the Company for the Company’s Board of Directors to establish a special committee of independent directors to consider the Transaction (the “Special Committee”). We also expect that the Special Committee would retain independent advisors, including an independent financial advisor, to assist it in its work. In considering our offer, you should be aware that we are interested only in acquiring the outstanding ordinary shares of the Company that members of the Consortium do not already beneficially own and which are not expected to be rolled over in connection with the Transaction, and that we do not intend to sell our stake in the Company to a third party.
- Confidentiality. We will ensure that this letter and the consortium agreement are promptly filed and disclosed to the public in accordance with applicable securities regulations. However, we are sure you will agree that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.
- No Binding Commitment. This letter constitutes only a preliminary indication of interest and does not constitute an offer capable of acceptance or any binding commitment with respect to the Transaction. A binding commitment will result only from the execution of the Definitive Agreements, and then will be on terms and conditions provided in such documentation.
* * * *
In closing, we would like to express our commitment to working together to bring the Transaction to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
Very truly yours,
/s/ Na-Lai Chiu
Na-Lai Chiu
/s/ Shing Yung Ma
Shing Yung Ma
SC China Holdings Limited
By: /s/ Kok Wai Yee
Name: Kok Wai Yee
Title: Authorized Signatory
CONTACT: PR China
Jane Liu
Tel: (852) 2522 1838
Email: jliu@prchina.com.hk
Henry Chik
Tel: (852) 2522 1368
Email: hchik@prchina.com.hk
Goodman Networks to Acquire Multiband (MBND)
PLANO, Texas & MINNEAPOLIS, May 22, 2013 /PRNewswire/ — Goodman Networks Incorporated, a privately held leader in the design, engineering, deployment, integration and maintenance of wireless telecommunication networks, and Multiband Corporation, (NASDAQ:MBND), a leading Home Service Provider (HSP) for DIRECTV and the nation’s largest DIRECTV Master System Operator (MSO) for Multiple Dwelling Units (MDU’s), today jointly announced that they have signed a definitive merger agreement, pursuant to which Goodman Networks will acquire Multiband.
Under the terms of the agreement, Goodman Networks will pay $3.25 per Multiband common share, redeem all of Multiband’s outstanding preferred stock and repay Multiband’s outstanding bank indebtedness in an all cash transaction totaling approximately $116 million. This represents a premium of approximately 26.0% over the closing price of Multiband’s common stock on May 21, 2013 and a premium of approximately 47.6% over Multiband’s average closing price during the 90 days ended on May 21, 2013. The agreement was approved by the unanimous vote of each of Goodman Networks’ and Multiband’s directors.
Multiband said that its Board of Directors has evaluated a number of alternatives for the company and believes that Multiband’s acquisition by Goodman Networks is in the best interest of Multiband’s shareholders. Goodman Networks believes that the addition of Multiband is complementary to Goodman Networks and will provide significant value to customers, investors and employees of both companies.
The transaction, which is expected to close in the third quarter of 2013, is subject to the approval of Multiband’s shareholders, regulatory approvals and other customary closing conditions. There is no financing condition associated with the proposed acquisition. Upon the close of the acquisition, Multiband will be operated as a wholly-owned subsidiary of Goodman Networks and continue under Jim Mandel’s leadership in the role of Chief Executive Officer of Multiband.
Under the terms of the agreement, for a period of 45 calendar days, Multiband may solicit alternative proposals from third parties. Multiband does not anticipate that it will disclose any developments with regard to this process unless and until the Multiband Board of Directors makes a decision with respect to any potential superior proposal. There are no guarantees that this process will result in a superior proposal. If Multiband proceeds with a superior proposal, it would be required to pay Goodman Networks a breakup fee of $5 million to $6 million, depending on timing.
Multiband Corporation’s shareholders will be given information about the transaction in a proxy statement that Multiband will file with the Securities and Exchange Commission and send to its shareholders.
Craig-Hallum Capital Group, LLC is acting as exclusive financial advisor to Multiband and provided a fairness opinion to the Multiband Board of Directors and a special committee of the board. Winthrop & Weinstine, P.A. is acting as legal advisor to Multiband and its Board of Directors.
Jefferies LLC and Credit Suisse served as Goodman Networks’ financial advisors and Haynes and Boone, LLP served as Goodman Networks’ legal counsel on the transaction.
About Multiband Corporation
Multiband Corporation (Nasdaq: MBND) engages with a vast and growing array of technologies including renewable energy, wireless infrastructure, electrical power systems, digital signage, commercial audio/video solutions, hospitality IPTV and VOD systems. Multiband completes nearly 20% of all DIRECTV’s installations, maintenance and upgrades for residents of single-family homes. Multiband also supplies broadband cable and satellite internet solutions for homes and businesses across the nation. As the largest nationwide DIRECTV master system operator in the Multiple Dwelling Unit (MDU) market and one of the largest full-service home service providers (HSPs), Multiband is a driven leader in a competitive industry. Additionally, Multiband is a leading provider of software and integrated billing services to MDUs on a single bill, including video, voice, data and other value-added local services, both directly and through strategic partnerships. Multiband focuses on providing world-class customer service and the highest level of performance for all partners and customers, from multinational corporations to individual families. Multiband is headquartered in Minneapolis, Minn., and has offices strategically placed around the continental United States.
About Goodman Networks:
Goodman Networks, a TL9000-V (R5.0) registered telecommunications Services Company, helps its customers engineer, deploy, integrate and maintain complex and converging networks. Since its founding in 2000, Goodman Networks has grown to become one of the largest end-to-end communications solutions providers in the United States. The growth of Goodman Networks is a reflection of its reputation for completing communication projects with industry-leading quality and on-time performance metrics at competitive prices. As a leader in telecom services innovation and integration, Goodman Networks is committed to continual investment in its people, processes and systems. Additional information can be found at www.goodmannetworks.com.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the companies’ expectations or beliefs concerning future events and are subject to uncertainties and risks that could cause actual results to differ materially from those set forth in the forward-looking statements including, but not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the possibility that the proposed acquisition does not close when expected, at all or on the terms described above because of a number of factors, including that required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; (iii) the risk that a closing condition to the merger agreement may not be satisfied, (iv) the risk that the benefits from the proposed transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, and the degree of competition in the geographic and business areas in which we operate; (v) the ability to promptly and effectively integrate the business of Multiband into Goodman Networks; (vi) the reaction of the companies’ customers, suppliers, employees, potential hires and counterparties to the transaction; (vii) diversion of management time on merger-related issues; (viii) changes in credit ratings, interest rates, leverage, and economic conditions and the impact of these factors on our cost of borrowing and access to capital markets; and (ix) other risks described in Goodman Networks’ registration statement on Form S-4 on file with the Securities and Exchange Commission (the “SEC”) and in Multiband Corporation’s filings with the SEC, including its Annual Report on Form 10-K for its 2012 fiscal year filed with the SEC on April 1, 2013. Forward-looking statements speak only as of the date they were made, and the companies disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Additional Information About the Transaction and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed merger between Multiband and a subsidiary of Goodman Networks. In connection with the proposed transaction, Multiband will file with the SEC and furnish to its shareholders a proxy statement and related materials. BEFORE MAKING ANY VOTING DECISION, MULTIBAND CORPORATION’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of documents filed by Multiband Corporation with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and security holders may obtain a free copy of Multiband Corporation’s filings with the SEC from Multiband Corporation’s website at http://www.multibandusa.com/investorRelations.asp or by directing a request to Multiband by telephone at (763) 504-3000, via electronic mail to steve.bell@multibandusa.com or by mail at Multiband Corporation, 5605 Green Circle Drive, Minnetonka, Minnesota 55343.
Multiband Corporation and certain of its directors, executive officers, and certain other members of management and employees of Multiband may be deemed to be participants in the solicitation of proxies from Multiband’s shareholders in favor of the proposed merger. Information about Multiband’s directors and executive officers is set forth in Multiband’s Annual Report on Form 10-K filed with the SEC on April 1, 2013. Additional information regarding the interests of these individuals and other persons who may be deemed to be participants in the solicitation will be included in the proxy statement for the transaction that Multiband will file with the SEC.
Contact at Multiband Corporation
Contact: James Mandel, CEO for Multiband Corporation at (763) 504-3000.
Contacts at Goodman Networks Incorporated
Media Relations: Charlie Guyer, Vice President, Communications, cguyer@goodmannetworks.com, 617-599-8830
Investor Relations: Randy Dumas, Chief Financial Officer, investorrelations@goodmannetworks.com
(CLNT) Becomes Certified Supplier to China’s Oil and Natural Gas Industry
WUXI, China, May 22, 2013 /PRNewswire-FirstCall/ — Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily used in the wind power, solar and other clean technology industries and dyeing and finishing equipment to the textile industry, today announced that it has become a certified supplier of components to China Petroleum and Chemical Corporation (Sinopec) and China National Petroleum Corporation (CNPC).
In May 2013, the Company delivered protoypes to Sinopec and CNPC of forged flanges and pipes, which are components used in oil and natural gas onshore and offshore drilling and refinery equipment. The Company’s subsidiary, Wuxi Fulland Wind Energy Equipment Co., Ltd., has also received the necessary third party certifications, stating that its flanges and pipes are in conformity with the applicable standards in regard to axis shape, circular shape, tubular shape and forging processing.
“China’s oil and natural gas industry is a new end market for our Company with favorable prospects for growth. As a certified supplier, we are able to market our components to the subsidiary companies of Sinopec and CNPC throughout China,” said Mr. Jianhua Wu, Chairman and CEO of Cleantech Solutions. “We are hopeful that our marketing efforts in this area will contribute to our financial results beginning in the third quarter of 2013.”
About Cleantech Solutions International
Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector and supplies dyeing and finishing equipment to the textile industry. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company’s website is www.cleantechsolutionsinternational.com. Any information on the Company’s website or any other website is not a part of this press release.
Safe Harbor Statement
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 and in the conference call referred to in this press release 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, including the ability of the Company to derive revenue from or to generate meaningful profit margins from the sale of the products described in 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, including factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2012 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended March 31, 2013. 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.
| Company Contact:Cleantech Solutions International, Inc.
Mr. Adam Wasserman, Chief Financial Officer E-mail: adamw@cleantechsolutionsinternational.com Web: www.cleantechsolutionsinternational.com
|
Investor Relations Contact:CCG Investor Relations
Ms. Elaine Ketchmere, CFA Tel: +1-310-954-1345 Email: elaine.ketchmere@ccgir.com Web: www.ccgirasia.com |
Chanticleer Holdings (HOTR) To Present At The Second Annual Marcum LLP MicroCap Conference
CHARLOTTE, N.C., May 22, 2013 /PRNewswire/ — Chanticleer Holdings, Inc. (NASDAQ: HOTR) (“Chanticleer Holdings” or “the Company”), a franchisee of international Hooters® restaurants and a minority owner in the privately held parent company of the Hooters® brand, Hooters of America, (“HOA”), will be participating in the Second Annual Marcum LLP MicroCap Conference on Thursday, May 30, 2013 at 9:30 A.M. ET in New York City at the Grand Hyatt Hotel.
Mike Pruitt, CEO of Chanticleer, will be delivering a presentation and updating investors on the company’s operations.
For more information and registration, please visit the conference website: http://www.marcumllp.com/microcap
About Chanticleer Holdings, Inc.
Chanticleer Holdings (HOTR) is a franchisee of international Hooters® restaurants is focused on expanding the Hooters® casual dining restaurant brand in international emerging markets. Chanticleer currently owns in whole or part of the exclusive franchise rights to develop and operate Hooters restaurants in South Africa, Hungary and parts of Brazil, and has joint ventured with the current Hooters franchisee in Australia, while evaluating several additional international opportunities. The Company currently owns and operates in whole or part of six Hooters restaurants in its international franchise territories: Durban, Johannesburg, Cape Town and Emperor’s Palace in South Africa; Campbelltown in Australia; and Budapest in Hungary. Chanticleer maintains a minority ownership stake in Hooters of America and its CEO, Mike Pruitt, is also a member of Hooters’ Board of Directors. Hooters of America is an operator and the franchisor of over 430 Hooters® restaurants in 28 countries.
For further information, please visit www.chanticleerholdings.com
Facebook: www.Facebook.com/ChanticleerHOTR
Twitter: http://Twitter.com/ChanticleerHOTR
For further information on Hooters of America, visit www.Hooters.com
Facebook: www.Facebook.com/Hooters
Twitter: http://Twitter.com/Hooters
About Marcum LLP
Marcum LLP is one of the largest independent public accounting and advisory services firms in the nation. Ranked among the top 15, Marcum LLP offers the resources of 1,000 professionals, including over 125 partners, in more than 20 offices throughout New York, New Jersey, Massachusetts, Connecticut, Pennsylvania, California, Florida, Grand Cayman and China. Headquartered in New York City, the Firm’s presence runs deep with full-service offices strategically located in major business markets. Marcum is a member of the Marcum Group, an organization providing a comprehensive range of professional services spanning accounting and advisory, technology solutions, wealth management, and executive and professional recruiting. The Marcum Group companies include Marcum LLP; Marcum Technology LLC; Marcum Search LLC; Marcum Financial Services LLC; Marcum Bernstein & Pinchuk LLP; MarcumBuchanan Associates LLC; and Marcum Cronus Partners LLC.
Forward-Looking Statements
Any statements that are not historical facts contained in this release are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date the statements were made, and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
Chanticleer cannot be certain that any expectation, forecast, or assumption made in preparing any forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its Web site or otherwise. We undertake no obligation to update the forward-looking statements provided to reflect events or circumstances that occur after the date on which they were made. Further information on our business, including important factors which could affect actual results are discussed in the Company’s filings with the SEC, including its Annual Report on Form 10-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Contact:
Chanticleer Holdings, Inc.
Mike Pruitt
Chairman/CEO
Phone: 704.366.5122 x 1
mp@chanticleerholdings.com
Dian Griesel Inc.
Investor Relations:
Cheryl Schneider
cschneider@dgicomm.com
Public Relations:
Enrique Briz
ebriz@dgicomm.com
212.825.3210
ChinaCache (CCIH) to Announce First Quarter 2013 Financials
BEIJING, May 21, 2013 (GLOBE NEWSWIRE) — ChinaCache International Holdings Ltd. (“ChinaCache” or the “Company”) (Nasdaq:CCIH), the leading total solutions provider of Internet content and application delivery services in China, today announced that it will release its financial results for the first quarter ended March 31, 2013 on May 29, 2013, after the close of trading in the U.S.
The Company has scheduled a conference call and live webcast to discuss the financial results at 8:00 PM (U.S. EDT) on May 29, 2013 (8:00 AM Beijing time on May 30, 2013).
The dial-in details for the live conference call are as follows:
- U.S. dial-in number: +1 (646) 254-3515
- Hong Kong dial-in number: +852 3051-2745
- International dial-in number: +65 6723-9385
- China dial-in number: 400-1200-654
- Conference ID: 7500-2674
A live and archived webcast of the conference call will be available on the Investor Relations section of ChinaCache’s website at en.chinacache.com.
A replay of the conference call will also be available approximately two hours after the conclusion of the live call until June 5, 2013 by dialing:
- U.S. dial-in number: +1 (855) 452-5696
- International dial-in number: +61 (2) 8199-0299
- China dial-in number: 400-1200-932
- Conference ID: 7500-2674
About ChinaCache International Holdings Ltd.
ChinaCache International Holdings Ltd. (Nasdaq:CCIH) is the leading total solutions provider of Internet content and application delivery services in China. As a carrier-neutral service provider, ChinaCache’s network in China is interconnected with networks operated by all telecom carriers, major non-carriers and local Internet service providers. With more than a decade of experience in developing solutions tailored to China’s complex Internet infrastructure, ChinaCache is a partner of choice for businesses, government agencies and other enterprises to enhance the reliability and scalability of online services and applications and to improve end-user experience. For more information on ChinaCache, please visit en.chinacache.com.
CONTACT: Ms. Yujie Li
Investor Relations
ChinaCache International Holdings
Tel: +86 (10) 6408 5305
Email: ir@chinacache.com
Mr. Lee Roth
The Piacente Group | Investor Relations
Tel: +1 212-481 2050
Email: chinacache@tpg-ir.com
FX Energy (FXEN) Reports Successful Production Test at Tuchola-3K Well
SALT LAKE CITY, May 21, 2013 /PRNewswire/ — FX Energy, Inc. (NASDAQ: FXEN) reported that the Tuchola-3K well flowed gas at rates ranging from 3.8 to 5.5 million cubic feet of gas per day with no water during a production test. The Company plans to collect the final data from the downhole pressure gauges and finish completing the well for production.
“The Tuchola-3K test raises the real possibility of opening a significant new exploration play for us in Poland,” said David Pierce, President and CEO of FX Energy. “We intend to follow up the successful test with 3-D seismic acquisition covering approximately 100 square kilometers and drill one or two more wells this year in the Edge concession area in north-central Poland where the Tuchola-3K is located. The additional seismic and drilling will help us to determine the potential of this area and specifically the reserves in the structure where the Tuchola-3K well is being completed for production.”
FX Energy is the operator and owns 100% of the working interest in the Tuchola-3K well and the four Edge concession blocks, which cover 880,000 acres or 3,567 square kilometers.
About FX Energy
FX Energy is an independent oil and gas exploration and production company with production in the US and Poland. The Company’s main exploration and production activity is focused on Poland’s Permian Basin where the gas-bearing Rotliegend sandstone is a direct analog to the Southern Gas Basin offshore England. The Company trades on the NASDAQ Global Select Market under the symbol FXEN. Website www.fxenergy.com.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements are not guarantees. For example, exploration, drilling, development, construction or other projects or operations may be subject to the successful completion of technical work; environmental, governmental or partner approvals; equipment availability, or other things that are or may be beyond the control of the Company. Operations that are anticipated, planned or scheduled may be changed, delayed, take longer than expected, fail to accomplish intended results, or not take place at all. Actual production over time may be more or less than estimates of reserves, including proved and P50 or other reserve measures.
In carrying out exploration it is necessary to identify and evaluate risks and potential rewards. This identification and evaluation is informed by science but remains inherently uncertain. Subsurface features that appear to be possible traps may not exist at all, may be smaller than interpreted, may not contain hydrocarbons, may not contain the quantity or quality estimated, or may have reservoir conditions that do not allow adequate recovery to render a discovery commercial or profitable. Forward-looking statements about the size, potential or likelihood of discovery with respect to exploration targets are certainly not guarantees of discovery or of the actual presence or recoverability of hydrocarbons, or of the ability to produce in commercial or profitable quantities. Estimates of potential typically do not take into account all the risks of drilling and completion nor do they take into account the fact that hydrocarbon volumes are never 100% recoverable. Such estimates are part of the complex process of trying to measure and evaluate risk and reward in an uncertain industry.
Forward-looking statements are subject to risks and uncertainties outside FX Energy’s control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see FX Energy’s SEC reports or visit FX Energy’s website at www.fxenergy.com.
Pactera (PACT) Announces Receipt of “Going Private” Proposal at US$7.50 Per ADS
BEIJING, May 20, 2013 /PRNewswire/ — Pactera Technology International Ltd. (Nasdaq: PACT) (“Pactera” or the “Company”), a global consulting and technology services provider strategically headquartered in China, today announced that its board of directors has received a non-binding proposal letter dated May 20, 2013 from an affiliate of funds managed or advised by Blackstone, the Company’s non-executive Chairman, Chris Chen, its Chief Executive Officer, Tiak Koon Loh, and its Executive Committee members, David Chen, Sidney Huang and Jun Su (collectively, the “Buyer Consortium”) to acquire all of the outstanding shares of Pactera not currently owned by the Buyer Consortium in a going private transaction (the “Transaction”) for US$7.50 per American Depositary Share (“ADS”, each ADS representing one common share of the Company) in cash, subject to certain conditions.
(Logo: http://photos.prnewswire.com/prnh/20130118/CN37843LOGO)
According to the proposal letter, the Buyer Consortium intends to form an acquisition vehicle for the purpose of implementing the Transaction, and the Transaction is intended to be financed with a combination of equity capital funded by the Buyer Consortium and third-party debt. A copy of the proposal letter is attached hereto as Exhibit A.
The Company expects that its board of directors will form a special committee consisting of independent directors (the “Special Committee”) to consider this proposal. The Company also expects that the Special Committee will retain a financial advisor and legal counsel to assist it in its work. The Company cautions its shareholders and others considering trading in its securities that the Company has just received the non-binding proposal and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
Citigroup Global Markets Inc. is acting as financial advisor to the Consortium. Ropes & Gray LLP is acting as U.S. counsel to the Buyer Consortium, with Cleary Gottlieb Steen & Hamilton LLP acting as U.S. counsel to the senior management members in the Buyer Consortium mentioned above. Orrick, Herrington & Sutcliffe LLP is acting as the Company’s U.S. counsel.
About Pactera
Pactera Technology International Ltd. (NASDAQ: PACT), formed by a merger of equals between HiSoft Technology International Limited and VanceInfo Technologies Inc., is a global consulting and technology services provider strategically headquartered in China. Pactera provides world-class business / IT consulting, solutions, and outsourcing services to a wide range of leading multinational firms through a globally integrated network of onsite and offsite delivery locations in China, the United States, Europe, Australia, Japan, Singapore and Malaysia. Pactera’s comprehensive services include business and technology advisory, enterprise application services, business intelligence, application development & maintenance, mobility, cloud computing, infrastructure management, software product engineering & globalization, and business process outsourcing.
For more information about Pactera, please visit www.pactera.com.
Safe Harbor: Forward-Looking Statements
This news release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “going forward,” “outlook” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond Pactera’s control, which may cause Pactera’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, the Company’s dependence on a limited number of clients for a significant portion of its revenues, uncertainty relating to its clients’ forming or plan to form joint venture with the Company’s competitors, the economic slowdown in its principal geographic markets, the quality and portfolio of its service lines and industry expertise, and the availability of a large talent pool in China and inflation of qualified professionals’ wages, as well as the PRC government’s investment in infrastructure construction and adoption of various incentives in the IT service industry. Further information regarding these and other risks, uncertainties or factors is included in Pactera’s filings with the U.S. Securities and Exchange Commission. All information provided in this news release is as of the date of this news release, and Pactera does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
For further information, please contact:
Sheryl Zhang
Investor Relations
Pactera Technology International Ltd.
Tel: +86-10-8282-5330
E-mail: ir@pactera.com
Exhibit A
May 20, 2013
The Board of Directors
Pactera Technology International Ltd. (the “Company”)
3/F Building 8
Zhongguancun Software Park
Haidian District
Beijing 100193, China
Dear Sirs:
We, the Sponsor, as defined below, an affiliate of funds managed or advised by Blackstone Singapore Pte. Ltd. or its affiliates, the Company’s non-executive Chairman, Chris Chen, the Company’s Chief Executive Officer, Tiak Koon Loh, and the Company’s Executive Committee members, David Chen, Sidney Huang and Jun Su (collectively, the “Senior Management Members,” and together with the Sponsor, the “Consortium Members,” “we” or “us”) are pleased to submit this preliminary non-binding proposal to acquire all of the outstanding ordinary shares of the Company not already owned by us in a going private transaction (the “Acquisition”) described below.
We believe our proposal provides a very attractive opportunity to the Company’s shareholders to realize superior value. Our proposal represents a premium of 42.6% to the Company’s closing price on May 17, 2013, and a premium of 39.0% to the volume-weighted average closing price during the last 30 trading days. We are confident that the Acquisition can be closed on a highly expedited basis as outlined in this letter.
Set forth below are the key terms of our proposal.
1. Consortium. The Sponsor and the Senior Management Members have entered into a consortium agreement pursuant to which we will form an acquisition vehicle for the purpose of implementing the Acquisition, and have agreed to work exclusively with each other to pursue the Acquisition. The Acquisition will be in the form of a merger of the Company with the acquisition vehicle that the Sponsor and the Senior Management Members will form. You should be aware that the Consortium Members who own ordinary shares of the Company and/or American Depositary Shares (“ADSs,” each ADS representing one ordinary share of the Company) are interested only in pursuing this Acquisition and are not interested in selling their ordinary shares or ADSs in any other transaction involving the Company.
2. Purchase Price. Based on the information available to us, we anticipate that the consideration payable in the Acquisition will be US$7.50 in cash per ADS/ordinary share, in each case other than for certain ADSs or ordinary shares held by the Consortium Members that may be rolled over in connection with the Acquisition.
3. Closing Certainty and Funding. We believe that we offer a high degree of closing certainty and are well positioned to negotiate and complete the proposed Acquisition on an expedited basis. We intend to finance the proposed Acquisition with a combination of debt and equity capital and we expect definitive commitments for the required debt and equity funding, subject to terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed. We have been in discussions with Citigroup Global Markets Asia Limited on arranging debt financing for the Acquisition.
4. Due Diligence. We have engaged Citigroup Global Markets Inc. as financial advisor to the Consortium Members, Ropes & Gray LLP as international legal counsel to the Sponsor and to the Consortium Members, Cleary Gottlieb Steen & Hamilton LLP as international legal counsel to the Senior Management Members, and Deloitte & Touche as accounting and tax advisor. We have significant experience in structuring and consummating transactions of this nature and would expect to complete due diligence on a highly expedited basis. We and our advisors are prepared and ready to engage in the next stage of discussions.
5. Definitive Agreements. We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition and related transactions (the “Definitive Agreements”). The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type. We anticipate the Definitive Agreements will be completed in parallel with due diligence.
6. Process. We recognize that the Board will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of the Senior Management Members in the Acquisition, we would expect that the independent members of the Board will proceed to consider our proposal.
7. About Blackstone. The Blackstone Group L.P. and its affiliates (“Blackstone”) are one of the world’s leading investment and advisory firms, with 24 offices around the world. Through its different investment businesses, as of March 31, 2013, Blackstone had total assets under management of over US$218.2 billion, including US$52.5 billion in private equity funds. To date, Blackstone’s private equity funds have invested/committed over US$42 billion in 174 transactions in a variety of industries and geographies in pursuit of Blackstone’s investment objectives. Blackstone’s private equity funds currently manage a global portfolio of investments in 75 companies, which in aggregate combine to represent approximately US$109 billion of revenues and over 734,000 employees. Our current global investment fund, Blackstone Capital Partners VI, is one of the largest private equity funds in the world with committed capital of US$16.2 billion.
8. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to an Acquisition. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided therein.
9. Public Disclosure. To comply with United States securities laws requirements, the Senior Management Members will be required to disclose the nature of this proposal, as well as a copy of this bid letter, and their agreement with the Sponsor in filings with the Securities and Exchange Commission on Schedule 13D. However, we trust you will agree with us that it is in our mutual interests to ensure that except as otherwise required by law the parties proceed in a strictly confidential manner until the execution of the Definitive Agreements or termination of our discussions in connection with the proposed Acquisition.
We are very excited about the Acquisition and hope that you are interested in proceeding in a manner consistent with our proposal. We believe that we are uniquely positioned to provide a compelling opportunity for the shareholders of the Company on a highly expedited timeframe. Should you have any questions concerning this letter, please feel free to contact us at any time. We look forward to hearing from you.
| Tiak Koon Loh | Edward Huang |
| Chief Executive Officer | Senior Managing Director |
| Pactera Technology International Ltd. | The Blackstone Group |
Tiak Koon Loh
For and on behalf of the Senior Management Members
/s/ Tiak Koon Loh
Red Pebble Acquisition Co Pte. Ltd. (the “Sponsor”)
By: /s/ Kimmo Tammela
Name: Kimmo Tammela
Title: Director
JA Solar (JASO) Announces First Quarter 2013 Results
SHANGHAI, China, May 20, 2013 (GLOBE NEWSWIRE) — JA Solar Holdings Co., Ltd. (Nasdaq:JASO) (“JA Solar” or the “Company”), one of the world’s largest manufacturers of high-performance solar power products, today announced its unaudited financial results for its first quarter ended March 31, 2013.
First Quarter 2013 Highlights
- Shipments were 442.7 MW, consisting of 248.0 MW of modules, 189.5 MW of cells, and 5.2 MW of module and cell tolling, exceeding the high end of the Company’s previous guidance of 430 MW and representing a decrease of 11.5% from the fourth quarter of 2012
- Net revenue was RMB 1.7 billion ($270.0 million), compared to RMB 1.7 billion ($268.9 million) in the fourth quarter of 2012
- Gross margin was positive 6.0%, compared to gross margin of negative 4.6% in the fourth quarter of 2012
- Operating loss was RMB 85.2 million ($13.7 million), compared to operating loss of RMB 493.9 million ($79.5 million) in the fourth quarter of 2012
- Net loss was RMB 206.5 million ($33.3 million), of which net loss attributable to ordinary shareholders was RMB 204.3 million ($32.9 million)
- Loss per diluted ADS was RMB 5.29 ($0.85), compared to loss per diluted ADS of RMB 15.06 ($2.42) in the fourth quarter of 2012
- Cash and cash equivalents at the end of the quarter were RMB 2.8 billion ($454.9 million), compared to RMB 3.0 billion ($488.1 million) at the end of the fourth quarter of 2012
Mr. Baofang Jin, executive chairman and CEO of JA Solar, commented, “Shipments exceeded the high end of guidance in the first quarter thanks to solid sales across our key markets, particularly in regions with higher ASPs, resulting in improved gross margins and a significant reduction in net loss.”
Mr. Jin continued, “We performed especially well in Japan, a high-ASP market, which accounted for a record 38% of our module shipments in the quarter, while module sales to China declined from last quarter due to seasonality and our shift in focus to markets with more attractive margins. We also made further inroads into emerging markets, including in the Asia Pacific, the Middle East, and Africa.”
“While conditions remain challenging, we are confident that our strength across key markets will continue to drive solid performance, and our emphasis on stringent management of cash and our balance sheet should ensure the long-term success of our business,” Mr. Jin added. “Having successfully repaid $119 million of our convertible notes in May, we are continuously evaluating our financing options to ensure we have the cash needed to solidify our market-leading position, while maintaining a healthy balance sheet. Going forward, JA Solar’s combination of superior product offerings and prudent financial management will continue to help us further expand our global footprint and customer base.”
First Quarter 2013 Financial Results
Total shipments in the first quarter of 2013 were 442.7 MW, consisting of 248.0 MW of modules, 189.5 MW of cells, and 5.2 MW of module and cell tolling, above the Company’s previously provided guidance of 410 MW to 430 MW. This represents an 11.5% decrease from 500 MW in the fourth quarter of 2012 and an increase of 20.9% from 366 MW in the first quarter of 2012. The sequential decline in shipment volumes was primarily due to seasonality.
Net revenue in the first quarter of 2013 was RMB 1.7 billion ($270.0 million), an increase of 0.4% from RMB 1.7 billion ($268.9 million) in the fourth quarter of 2012 and an increase of 4.7% from RMB 1.6 billion ($258.0 million) in the first quarter of 2012. The slight sequential increase in net revenue despite the decline in shipment volumes was primarily the result of the Company’s shift in focus to markets with higher average selling price.
Gross profit in the first quarter of 2013 was RMB 99.9 million ($16.1 million), compared with a gross loss of RMB 77.1 million ($12.4 million) in the fourth quarter of 2012 and gross profit of RMB 33.2 million ($5.4 million) in the first quarter of 2012. Gross margin was positive 6.0% in the first quarter of 2013, compared with negative 4.6% in the fourth quarter of 2012 and positive 2.1% in the first quarter of 2012.
Total operating expenses in the first quarter of 2013 were RMB 185.2 million ($29.8 million), compared with RMB 416.8 million ($67.1 million) in the fourth quarter of 2012 and RMB 192.4 million ($31.0 million) in the first quarter of 2012. Total operating expenses in the first quarter of 2013 included an accounts receivable provision of RMB 12.3 million ($2.0 million). Total operating expenses in the fourth quarter of 2012 included an accounts receivable provision of RMB 134.1 million ($21.6 million), and a long-lived asset impairment of RMB 147.1 million ($23.7 million). Research and development expenses in the first quarter of 2013 were RMB 21.4 million ($3.4 million), an increase from RMB 9.4 million ($1.5 million) in the fourth quarter of 2012. The sequential increase in research and development expenses was primarily related to various initiatives implemented to further improve the efficiency and quality of the Company’s products.
Operating loss in the first quarter of 2013 was RMB 85.2 million ($13.7 million), compared with an operating loss of RMB 493.9 million ($79.5 million) in the fourth quarter of 2012 and an operating loss of RMB 159.1 million ($25.6 million) in the first quarter of 2012. Operating margin was negative 5.1% in the first quarter of 2013, compared with negative 29.6% in the fourth quarter of 2012 and negative 9.9% in the first quarter of 2012.
Other loss in the first quarter of 2013 was RMB 17.5 million ($2.8 million), compared with other income of RMB 20.5 million ($3.3 million) in the fourth quarter of 2012 and other income of RMB 32.1 million ($5.2 million) in the first quarter of 2012.
Loss per diluted ADS in the first quarter of 2013 was RMB 5.29 ($0.85), compared with loss per diluted ADS of RMB 15.06 ($2.42) in the fourth quarter of 2012 and earnings per diluted ADS of RMB 6.41 ($1.03) in the first quarter of 2012.
Liquidity
As of March 31, 2013, the Company had cash and cash equivalents of RMB 2.8 billion ($454.9 million), and total working capital of RMB 278.4 million ($44.8 million). Total short-term bank borrowings were RMB 946.6 million ($152.4 million). Total long-term bank borrowings were RMB 3.9 billion ($623.2 million), among which RMB 2.8 billion ($451.4 million) were due in one year. The total face value of the Company’s outstanding convertible bonds due 2013 was RMB 724.2 million ($116.6 million) at March 31, 2013. The Company repaid at maturity its convertible notes on May 15, 2013.
Business Outlook
For the second quarter of 2013, the Company expects total shipments to be between 410 MW and 430 MW. The Company’s full year guidance of 1.7 GW to 1.9 GW remains unchanged.
Investor Conference Call / Webcast Details
A conference call has been scheduled for today, Monday, May 20, 2013, at 8:00 a.m. U.S. Eastern Time (8:00 p.m. Beijing/Hong Kong Time). The call may be accessed by dialing +65-6723-9381 (international), +1-718-354-1231 (U.S.), or +852-2475-0994 (Hong Kong). The passcode is JA Solar. A live webcast of the conference call will be available on the Company’s website at www.jasolar.com. A replay of the call will be available beginning two hours after the live call and will be accessible by dialing +61-2-8199-0299 (international) or +1-646-254-3697 (U.S.). The passcode for the replay is 64802149.
Currency Convenience Translation
The conversion of Renminbi into U.S. dollars in this release, made solely for the convenience of the reader, is based on the noon buying rate in the city of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York as of March 29, 2013, which was RMB 6.2108 to $1.00. No representation is intended to imply that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on March 29, 2013, or at any other date. The percentages stated in this press release are calculated based on Renminbi.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words such as “may,” “expect,” “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “potential,” “continue,” and other similar statements. Statements other than statements of historical facts in this announcement are forward-looking statements, including but not limited to, our expectations regarding the expansion of our manufacturing capacities, our future business development, and our beliefs regarding our production output and production outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. Further information regarding these and other risks is included in Form 20-F and other documents filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
About JA Solar Holdings Co., Ltd.
JA Solar Holdings Co., Ltd. is a leading manufacturer of high-performance solar power products that convert sunlight into electricity for residential, commercial, and utility-scale power generation. The Company is one of the world’s largest producers of solar power products. Its standard and high-efficiency product offerings are among the most powerful and cost-effective in the industry. The Company distributes products under its own brand and also produces on behalf of its clients. The Company shipped 1.7 GW of solar power products in 2012. JA Solar is headquartered in Shanghai, China, and maintains production facilities in Shanghai, as well as Hebei, Jiangsu and Anhui provinces.
For more information, please visit www.jasolar.com.
| JA Solar Holdings Co., Ltd. | ||||
| Condensed Consolidated Statements of Operations and Comprehensive Income | ||||
| (Unaudited) | ||||
| For three months ended | ||||
| Mar. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | |
| RMB’000 | RMB’000 | RMB’000 | USD’000 | |
| Net revenues | 1,602,219 | 1,670,241 | 1,677,074 | 270,025 |
| Cost of sales | (1,568,983) | (1,747,352) | (1,577,129) | (253,933) |
| Gross profit/(loss) | 33,236 | (77,111) | 99,945 | 16,092 |
| Selling, general and administrative expenses | (170,010) | (260,358) | (163,811) | (26,375) |
| Impairment loss for property, plant and equipment | 0 | (147,092) | 0 | 0 |
| Research and development expenses | (22,365) | (9,362) | (21,366) | (3,440) |
| Total operating expenses | (192,375) | (416,812) | (185,177) | (29,815) |
| Loss from operations | (159,139) | (493,923) | (85,232) | (13,723) |
| Interest expense | (123,091) | (103,427) | (98,310) | (15,829) |
| Other income/(loss), net | 32,116 | 20,544 | (17,540) | (2,824) |
| Loss before income taxes | (250,114) | (576,806) | (201,082) | (32,376) |
| Income tax (expenses)/benefit | (786) | (5,327) | (5,466) | (880) |
| Net loss | (250,900) | (582,133) | (206,548) | (33,256) |
| Less: Loss attributable to noncontrolling interest | 0 | 0 | (2,213) | (356) |
| Net income/(loss) available to ordinary shareholders | (250,900) | (582,133) | (204,335) | (32,900) |
| Net loss per share: | ||||
| Basic | (1.28) | (3.01) | (1.06) | (0.17) |
| Diluted | (1.28) | (3.01) | (1.06) | (0.17) |
| Weighted average number of shares outstanding: | ||||
| Basic | 195,706,103 | 193,300,847 | 193,300,847 | 193,300,847 |
| Diluted | 195,706,103 | 193,300,847 | 193,300,847 | 193,300,847 |
| Comprehensive loss | ||||
| Net loss | (250,900) | (582,133) | (206,548) | (33,256) |
| Foreign currency translation adjustments, net of tax | (284) | 859 | 1,403 | 226 |
| Cash flow hedging loss, net of tax | (11,755) | 0 | 0 | 0 |
| Other comprehensive (loss)/income | (12,039) | 859 | 1,403 | 226 |
| Comprehensive loss | (262,939) | (581,274) | (205,145) | (33,030) |
| Loss attributable to noncontrolling interest | 0 | 0 | (2,213) | (356) |
| Comprehensive loss attributable to ordinary shareholders | (262,939) | (581,274) | (202,932) | (32,674) |
| JA Solar Holdings Co., Ltd. | |||
| Condensed Consolidated Balance Sheets | |||
| (Unaudited) | |||
| Dec. 31, | Mar. 31, | ||
| 2012 | 2013 | 2013 | |
| RMB’000 | RMB’000 | USD’000 | |
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 3,031,462 | 2,825,133 | 454,874 |
| Restricted cash | 194,379 | 239,481 | 38,559 |
| Accounts receivable | 1,723,090 | 1,913,280 | 308,057 |
| Inventories | 930,137 | 1,067,896 | 171,942 |
| Advances to suppliers | 294,653 | 323,561 | 52,096 |
| Other current assets | 976,658 | 896,426 | 144,333 |
| Total current assets | 7,150,379 | 7,265,777 | 1,169,861 |
| Property and equipment, net | 4,447,469 | 4,432,018 | 713,599 |
| Advances to suppliers | 1,157,555 | 972,290 | 156,548 |
| Long-term investment | 50,910 | 50,910 | 8,197 |
| Deferred issuance cost | — | — | — |
| Other long term assets | 326,153 | 390,494 | 62,873 |
| Total assets | 13,132,466 | 13,111,489 | 2,111,078 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Short-term bank borrowings | 972,730 | 946,608 | 152,413 |
| Accounts payable | 1,313,535 | 1,593,562 | 256,579 |
| Advances from customers | 76,875 | 105,282 | 16,951 |
| Current portion of long term bank borrowings | 1,850,500 | 2,803,613 | 451,409 |
| Convertible Bond | 708,548 | 722,865 | 116,388 |
| Accrued and other liabilities | 966,351 | 815,471 | 131,299 |
| Total current liabilities | 5,888,539 | 6,987,401 | 1,125,039 |
| Convertible Bond | — | — | — |
| Long-term borrowings | 2,088,139 | 1,067,227 | 171,834 |
| Other long term liabilities | 262,964 | 283,309 | 45,616 |
| Total liabilities | 8,239,642 | 8,337,937 | 1,342,489 |
| Total JA Solar Holdings shareholders’ equity | 4,892,824 | 4,694,736 | 755,899 |
| Noncontrolling interest | — | 78,816 | 12,690 |
| Total shareholders’ equity | 4,892,824 | 4,773,552 | 768,589 |
| Total liabilities and shareholders’ equity | 13,132,466 | 13,111,489 | 2,111,078 |
CONTACT: In China
Nick Beswick
Brunswick Group
Tel: +86-10-5960-8600
E-mail:jasolar@brunswickgroup.com
In the U.S.
Cindy Zheng
Brunswick Group
Tel: +1-212-333-3810
E-mail:jasolar@brunswickgroup.com
PITOOEY! (PTOO) Sponsors “Los Tres Amigos” Three Chamber Networking Event
PHOENIX, May 20, 2013 /PRNewswire/ — PITOOEY!,(TM) Inc. (OTCBB: PTOO) , a complete digital marketing agency, was the Presenting Sponsor of “Los Tres Amigos,” the annual networking mixer for Scottsdale Area Chamber of Commerce, Greater Phoenix Chamber of Commerce, and Tempe Chamber of Commerce. This event, attended by a record crowd, was held on the Pepsi Patio, Salt River Fields at Talking Stick, the spring training facility of the Arizona Diamondbacks and the Colorado Rockies.
“Los Tres Amigos enjoys a history of being wildly successful, and it just gets better each year,” said Mike Binder, Director of Marketing for PITOOEY!, Inc. “We share a common goal with these Chambers – helping businesses grow – so this was the perfect showcase for our Choice One Mobile services, as well as the soon-to-be released PITOOEY! App.”
Attendance was well over 500 on a picture-perfect Scottsdale evening. An incredible variety of food was provided for attendees by local eateries, Buca Di Beppo, California Pizza Kitchen, Schlotzsky’s, Sogno Toscano, and Mijana Restaurant.
PITOOEY! hosted a booth, providing product information, marketing advice, and fun giveaways to interested attendees. “We really made some great connections and showed the value of using Choice One Mobile to companies looking to grow their businesses through increased awareness,” commented Allison Kieffer, Sr. Account Manager for Choice One Mobile.
“I was incredibly pleased with how this year’s Los Tres Amigos came together,” remarked Nikki Hoffman, Programs and Connectivity Manager for Scottsdale Area Chamber of Commerce, this year’s host Chamber. “The venue was amazing, as was the crowd. I particularly enjoyed the view of the McDowell Mountains as the sun set on an amazing day!”
Los Tres Amigos will return in May 2014, at which time the Chamber host will be Greater Phoenix Chamber of Commerce. The location has yet to be determined; but look for PITOOEY!, Inc. to be a major sponsor, once again, as the company continues to focus on the growth of local businesses.
To download the App on your iPhone, please go to http://itun.es/us/ilLxJ.i
For further information, please visit www.PITOOEY.com
About PITOOEY!(TM), Inc.
PITOOEY!, Inc. is a complete digital marketing agency offering businesses unique service packages based on the clients’ desires and the type of following or “reach” they would like to establish. PITOOEY! filters and analyzes the clients’ particular needs through three wholly-owned subsidiaries to provide the perfect fit: PITOOEY! Mobile Inc., Choice One Mobile Inc., and Rockstar Digital Inc.
For more information, please visit:
www.PITOOEY.com
www.choiceonemobile.com
www.rockstar-digital.com
To like our Facebook page or follow us on Twitter, visit: www.facebook.com/PITOOEYapp or www.twitter.com/PITOOEY
Safe Harbor
This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief, or current expectations of PITOOEY!, Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond PITOOEY!, Inc.’s ability to control and their actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in PITOOEY!, Inc.’s filings with the Securities and Exchange Commission.
For further information contact:
PITOOEY!, Inc.
Public Relations and Shareholder Information
Eddie Cruz
Phone: 949-390-0111
Email: InvestorRelations@PITOOEY.com
Digital Cinema Destinations (DCIN) To Present At Marcum LLP MicroCap Conference
WESTFIELD, N.J., May 20, 2013 /PRNewswire/ — Digital Cinema Destinations Corp. (NasdaqCM: DCIN) announced today that Chairman and CEO Bud Mayo and CFO Brian Pflug will present at the Second Annual Marcum LLP MicroCap Conference on Thursday, May 30, 2013 in New York City at the Grand Hyatt Hotel.
The Company’s presentation is scheduled to begin at 1:30 p.m. ET.
For more information and registration, please visit the conference website: http://www.marcumllp.com/microcap
About Digital Cinema Destinations Corporation (www.digiplexdest.com)
Digital Cinema Destinations Corp. is dedicated to transforming its movie theaters into interactive entertainment centers. The Company provides consumers with uniquely satisfying experiences, combining state-of-the-art digital technology with engaging, dynamic content that far transcends traditional cinematic fare. The Company’s customers enjoy live and pre-recorded alternative programming such as concerts, operas, ballets, sporting events, conferences, interactive videogames, auctions, fashion shows and, on an ongoing basis, the very best major motion pictures. As of April 30, 2013, Digiplex operates 18 cinemas and 178 screens in AZ, CA, CT, NJ, OH and PA. You can connect with Digiplex via Facebook, Twitter, YouTube and Blogger. Digiplex is also participating in DigiNext, a unique, specialty content joint venture (with Nehst Studios) featuring curated content from festivals around the world. DigiNext releases typically include innovative live Q&A sessions between the audience and cast members.
About Marcum LLP
Marcum LLP is one of the largest independent public accounting and advisory services firms in the nation. Ranked among the top 15, Marcum LLP offers the resources of 1,000 professionals, including over 125 partners, in more than 20 offices throughout New York, New Jersey, Massachusetts, Connecticut, Pennsylvania, California, Florida, Grand Cayman and China. Headquartered in New York City, the Firm’s presence runs deep with full-service offices strategically located in major business markets. Marcum is a member of the Marcum Group, an organization providing a comprehensive range of professional services spanning accounting and advisory, technology solutions, wealth management, and executive and professional recruiting. The Marcum Group companies include Marcum LLP; Marcum Technology LLC; Marcum Search LLC; Marcum Financial Services LLC; Marcum Bernstein & Pinchuk LLP; MarcumBuchanan Associates LLC; and Marcum Cronus Partners LLC.
Robert Rinderman or Jennifer Newman
JCIR – Investor Relations
212/835-8500
DCIN@jcir.com
GlobalWise (GWIV) Adds Toshiba Business Solutions AZ/CO as New Channel Sales Partner
COLUMBUS, OH — (Marketwired) — 05/20/13 — GlobalWise Investments, Inc. (OTCBB: GWIV) (OTCQB: GWIV) (www.GlobalWiseInvestments.com) and its wholly owned subsidiary Intellinetics, Inc., a leading-edge technology company focused on the design, implementation and management of cloud-based Enterprise Content Management (“ECM”) systems in both the public and private sectors, today announce the signing of a new channel sales partnership with Toshiba Business Solutions AZ/CO (www.tbs.toshiba.com).
“Toshiba Business Solutions AZ/CO represents another terrific channel partner to expand our growth in both the public and private sector focusing on the Managed Print Services (MPS) and Managed Services sector,” stated William “BJ” Santiago, CEO of GlobalWise. “Toshiba Business Solutions already has a well-established document management practice, and we are extremely pleased to earn their trust as partners. Their technological leadership and domain expertise in document management is expected to help expedite our path-to-market in MPS and Managed Services.”
About GlobalWise Investments, Inc.
GlobalWise Investments, Inc., via its wholly owned subsidiary Intellinetics, Inc., is a Columbus, Ohio based Enterprise Content Management (ECM) pioneer with industry-leading software that delivers cloud ECM based solutions on-demand. The Company’s flagship platform, Intellivue™, represents a new industry benchmark and game-changing solution by enabling clients to access and manage the content of every scanned document, file, spreadsheet, email, photo, audio file or video tape — virtually anything that can be digitized — in their enterprise from any PC, laptop, tablet or smartphone from anywhere in the world.
For additional information, please visit the Company’s corporate website: www.GlobalWiseInvestments.com
This press release may contain “forward-looking statements.” Expressions of future goals and similar expressions reflecting something other than historical facts are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements may include, without limitation, statements about our market opportunity, strategies, competition, expected activities and expenditures as we pursue our business plan. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot predict the effect that market conditions, customer acceptance of products, regulatory issues, competitive factors, or other business circumstances and factors described in our filings with the Securities and Exchange Commission may have on our results. The company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release.
GlobalWise Investments, Inc.
2190 Dividend Drive
Columbus, Ohio 43228
www.GlobalWiseInvestments.com
614-388-8909
Email Contact
Porter, LeVay & Rose, Inc.
Seven Penn Plaza, Suite 810
New York, New York 10001
Email Contact
ChipMOS (IMOS) To Present At Cowen And Company Conference
HSINCHU, Taiwan, May 17, 2013 /PRNewswire-FirstCall/ — ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS” or the “Company”) (Nasdaq: IMOS) today announced that it is scheduled to present at Cowen and Company’s 41st Annual Technology, Media & Telecom Conference on Thursday, May 30 at The New York Palace Hotel in New York City.
Mr. S.J. Cheng, Chairman and Chief Executive Officer, Mr. S.K. Chen, Chief Financial Officer and Mr. David Wang, Vice President, Strategy and Investor Relations, will be hosting meetings with investors to discuss the Company’s financial performance, business trends and growth opportunities.
At 2:45 p.m. Eastern Time on Thursday, May 30, a listen only webcast will be available on the investor relations section of the Company’s website at www.chipmos.com.
About ChipMOS TECHNOLOGIES (Bermuda) LTD.:
ChipMOS (http://www.chipmos.com) is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the U.S. With advanced facilities in Hsinchu and Southern Taiwan Science Parks in Taiwan and Shanghai, ChipMOS and its subsidiaries provide testing and assembly services to a broad range of customers, including leading fabless semiconductor companies, integrated device manufacturers and independent semiconductor foundries.
Forward-Looking Statements
Certain statements contained in this announcement may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC.
Contacts:
| In TaiwanDr. S.K. Chen
ChipMOS TECHNOLOGIES (Bermuda) LTD. +886-6-507-7712 s.k._chen@chipmos.com |
In the U.S.David Pasquale
Global IR Partners +1-914-337-8801 dpasquale@globalirpartners.com |
James River Coal (JRCC) Announces Exchange Transactions
RICHMOND, Va., May 17, 2013 /PRNewswire/ — James River Coal Company (NASDAQ: JRCC), today announced that the Company has entered into separate, privately negotiated exchange agreements, under which it will exchange a total of approximately $243.4 million of existing senior convertible notes for $123.3 million of new senior convertible notes.
The notes to be exchanged include $90.0 million of its 4.50% Senior Convertible Notes due 2015 (the “2015 Notes”) and $153.4 million of its 3.125% Senior Convertible Notes due 2018 (the “2018 Notes”). These notes will be exchanged for $123.3 million in aggregate principal of new 10.0% Senior Convertible Notes due 2018 (the “New Notes”).
A summary comparison of the New Notes to the 2015 Notes and the 2018 Notes appears below.
| Summary Description of Notes | ||
| Existing 4.5% Notes due 2015 | New Notes | |
| Principal Amount Involved in Transaction |
$90.0 million | $55.8 million |
| Interest Rate | 4.5% (1) | 10.0% |
| Ranking | Pari passu with other senior unsecured debt. Subordinate to secured debt. Subordinate to subsidiaries’ debt. |
Same, except that the New Notes will be guaranteed by certain subsidiaries of the Company |
| Conversion Price | $25.78 | $5.00 |
| Maturity Date | December 1, 2015 | June 1, 2018 |
| Issuer’s Conversion Option | None | JRCC may convert the New Notes into Equity, if the daily Volume Weighted Average Price of JRCC stock equals or exceeds $7.50 for at least 20 trading days in any 30 trading day period. |
| Summary Description of Notes | ||
| Existing 3.125% Notes due 2018 | New Notes | |
| Principal Amount Involved in Transaction |
$153.4 million | $67.5 million |
| Interest Rate | 3.125% (2)
|
10.0% |
| Ranking | Pari passu with other senior unsecured debt. Subordinate to secured debt. Subordinate to subsidiaries’ debt. |
Same, except that the New Notes will be guaranteed by certain subsidiaries of the Company |
| Conversion Price | $30.55 | $5.00 |
| Maturity Date | March 15, 2018 | June 1, 2018 |
| Issuer’s Conversion Option | None | JRCC may convert the New Notes into Equity, if the daily Volume Weighted Average Price of JRCC stock equals or exceeds $7.50 for at least 20 trading days in any 30 trading day period. |
| (1) The interest expense recorded by the Company under GAAP, including amortization of discount, is 10.2%. | ||
| (2) The interest expense recorded by the Company under GAAP, including amortization of discount, is 8.9%. | ||
Following these transactions, $51.2 million of the 2015 Notes and $51.6 million of the 2018 Notes will remain outstanding. Sufficient shares of the Company’s common stock into which the New Notes are convertible have been reserved for issuance by the Company.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
James River Coal Company is one of the leading coal producers in Central Appalachia and the Illinois Basin. The Company sells metallurgical, bituminous steam and industrial-grade coal to electric utility companies and industrial customers both domestically and internationally. The Company’s operations are managed through eight operating subsidiaries located throughout eastern Kentucky, southern West Virginia and southern Indiana. Additional information about James River Coal can be found at its web site www.jamesrivercoal.com
FORWARD-LOOKING STATEMENTS: Certain statements in this press release and other written or oral statements made by or on behalf of us are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Forward looking statements include, without limitation, statements regarding future sales and contracting activity, projected fuel escalators, and all guidance figures. These forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: our cash flows, results of operation or financial condition; the consummation of acquisition, disposition or financing transactions and the effect thereof on our business; governmental policies, regulatory actions and court decisions affecting the coal industry or our customers’ coal usage; legal and administrative proceedings, settlements, investigations and claims; our ability to obtain and renew permits necessary for our existing and planned operation in a timely manner; environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy; inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather-related damage; our production capabilities; availability of transportation; our ability to timely obtain necessary supplies and equipment; market demand for coal, electricity and steel; competition, including competition from alternative sources such as natural gas; our relationships with, and other conditions affecting, our customers; employee workforce factors; our assumptions concerning economically recoverable coal reserve estimates; future economic or capital market conditions; our plans and objectives for future operations and expansion or consolidation; and the other risks detailed in our reports filed with the Securities and Exchange Commission (SEC). Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.
| CONTACT: | James River Coal Company |
| Elizabeth M. Cook | |
| Director of Investor Relations | |
| (804) 780-3000 |
MicroVision (MVIS) Announces $5.85 Million Offering of Common Stock and Warrants
MicroVision, Inc. (Nasdaq: MVIS), a leader in innovative ultra-miniature laser display technology, today announced that it has completed the sale of 2,635,136 shares of common stock and warrants to acquire up to an aggregate of 1,976,352 shares of common stock to Crede CG III, Ltd. (“Crede”) and other investors for gross proceeds of $5.85 million in a registered direct offering.
The price per share was determined by the closing bid price on May 16, 2013 as reported on the Nasdaq stock exchange. The warrants are exercisable at a price of $2.886 per share. Under certain circumstances, in the event that MicroVision’s common stock trades at a price that is 25% or more above the exercise price of the warrants for a period of 20 consecutive days (with an average daily volume equal to or greater than $300,000), the Company may, subject to limitations in the warrants, require the holder of the warrants to exercise the warrants for cash. If the common stock is then trading at a price at or lower than the warrant exercise price, the warrants are also exchangeable for a number of shares of MicroVision’s common stock determined by a formula described in a Current Report on Form 8-K filed today with the Securities and Exchange Commission, but not more than the number of shares for which the warrant could be exercised for cash. As part of the sale, MicroVision paid an investment fee to Crede, which reduced its aggregate investment.
MicroVision intends to use the net proceeds of the offering to fund the continued development and commercialization of its PicoP® display technology under its ingredient brand licensing strategy.
More information regarding the terms of the sale and the terms of the warrants is included in a Current Report on Form 8-K filed today with the Securities and Exchange Commission.
About MicroVision
MicroVision is the creator of PicoP® display technology, an ultra-miniature laser projection solution for mobile consumer electronics, automotive head-up displays and other applications. MicroVision’s patented display technology helps OEMs break down display boundaries and offer enhanced visibility to mobile experiences. Nearly two decades of research has led MicroVision to become an independently recognized leader in the development of intellectual property. MicroVision’s IP portfolio has been recognized by the Patent Board as a top 50 IP portfolio among global industrial companies and is also included in the Ocean Tomo 300 Patent Index. The company is based in Redmond, Wash.
For more information, visit the company’s website at www.microvision.com, on Facebook at www.facebook.com/MicroVisionInc or follow MicroVision on Twitter at @MicroVision.
MicroVision and PicoP are trademarks of MicroVision Inc. in the United States and other countries. All other trademarks are the properties of their respective owners.
Forward-looking Statements
Certain statements contained in this release are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those projected in the company’s forward-looking statements include the following: we may be unable to successfully perform our obligations under the agreement, our contract party may not perform its obligations under the agreement, our ability to raise additional capital when needed; products incorporating our PicoP display engine may not achieve market acceptance, commercial partners may not perform under agreements as anticipated, we may be unsuccessful in identifying parties interested in paying any amounts or amounts we deem desirable for the license of IP assets, or our customers failure to perform under open purchase orders; our financial and technical resources relative to those of our competitors; our ability to keep up with rapid technological change; government regulation of our technologies; our ability to enforce our intellectual property rights and protect our proprietary technologies; the ability to obtain additional contract awards; the timing of commercial product launches and delays in product development; the ability to achieve key technical milestones in key products; dependence on third parties to develop, manufacture, sell and market our products; potential product liability claims; and other risk factors identified from time to time in the company’s SEC reports, including the company’s Annual Report on Form 10-K filed with the SEC. Except as expressly required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or any other reason
Additional Information
Additional information relating to MicroVision can be found on EDGAR at www.sec.gov.
EnteroMedics (ETRM) Completes VBLOC Therapy Pre-PMA Meeting With FDA
ST. PAUL, MN — (Marketwired) — 05/17/13 — EnteroMedics Inc. (NASDAQ: ETRM), the developer of medical devices using neuroblocking technology to treat obesity, metabolic diseases and other gastrointestinal disorders, today announced that the Company completed a pre-PMA (Premarket Approval) application meeting with the U.S. Food and Drug Administration (FDA) on May 15, 2013 regarding the Maestro® Rechargeable System’s VBLOC® vagal blocking therapy as a treatment for obesity. In the meeting, the FDA indicated that, subject to acceptance of the application and validation and detailed review of the submitted data by the FDA, the Company can anticipate presenting the PMA before a future FDA Advisory Committee panel. The Company expects to submit a PMA for the Maestro Rechargeable System, based on the ReCharge Pivotal Trial, in the second quarter of 2013.
“We had a very open and productive meeting with the FDA and look forward to submitting our PMA, as anticipated, this quarter,” said Mark B. Knudson, Ph.D., EnteroMedics’ President and Chief Executive Officer. “We are confident that the Maestro System holds the unique potential to fill a significant gap that currently exists in the treatment options for people with obesity.”
About Maestro Rechargeable (RC) System
The Maestro® RC System delivers VBLOC® vagal blocking therapy via two small electrodes that are laparoscopically implanted and placed in contact with the trunks of the vagus nerve just above the junction between the esophagus and the stomach. The Maestro RC System is powered by an internal, rechargeable battery. The battery is recharged via an external mobile charger and transmit coil that the patient uses for a short time each week. The Maestro RC System has received CE Mark and has been listed on the Australian Register of Therapeutic Goods.
About the ReCharge Pivotal Trial
The ReCharge Pivotal Trial is a randomized, double-blind, sham-controlled, multicenter pivotal clinical trial in 239 randomized patients (233 implanted) at 10 sites testing the effectiveness and safety of VBLOC® vagal blocking therapy utilizing EnteroMedics’ second generation Maestro® Rechargeable (RC) System. All patients in the trial received an implanted device and were randomized in a 2:1 allocation to treatment or control groups. The control group received a non-functional device during the trial period. In February, EnteroMedics announced that its ReCharge Trial demonstrated a statistically significant and clinically meaningful excess weight loss (EWL) outcome and excellent safety profile. This included an average EWL of approximately 25% for VBLOC Therapy-treated patients, with over 50% of those patients achieving at least a 20% EWL. While the results demonstrated an excellent safety profile that met the pre-specified trial measures, with both a positive benefit-to-risk equation and a medically meaningful and clinically significant effect over the control group, the results did not meet the study’s predefined efficacy measures.
About VBLOC® Therapy
EnteroMedics developed VBLOC® vagal blocking therapy to offer bariatric surgeons and their patients a less invasive alternative to existing surgical weight loss procedures that may present significant risks and alter digestive system anatomy, lifestyle and food choices. VBLOC Therapy is delivered via the Maestro® System through laparoscopically implanted leads to intermittently block the vagus nerves using high-frequency, low-energy electrical impulses. VBLOC Therapy is designed to target the multiple digestive functions under control of the vagus nerves and to affect the perception of hunger and fullness.
About EnteroMedics Inc.
EnteroMedics is a medical device company focused on the development and commercialization of its neuroscience based technology to treat obesity and metabolic diseases. EnteroMedics’ proprietary technology, VBLOC® vagal blocking therapy, delivered by a pacemaker-like device called the Maestro® Rechargeable System, is designed to intermittently block the vagus nerves using high-frequency, low-energy, electrical impulses. VBLOC allows people with obesity to take a positive path towards weight loss, addressing the lifelong challenge of obesity and its comorbidities without sacrificing wellbeing or comfort. EnteroMedics’ Maestro Rechargeable System has received CE Mark and is listed on the Australian Register of Therapeutic Goods.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements about EnteroMedics Inc. Our actual results could differ materially from those discussed due to known and unknown risks, uncertainties and other factors including our limited history of operations; our losses since inception and for the foreseeable future; our lack of commercial regulatory approval for our Maestro® System for the treatment of obesity in the United States or in any foreign market other than Australia and the European Community; our preliminary findings from our EMPOWER™ and ReCharge pivotal trials; our ability to comply with the Nasdaq continued listing requirements; our ability to commercialize our Maestro System; our dependence on third parties to initiate and perform our clinical trials; the need to obtain regulatory approval for any modifications to our Maestro System; physician adoption of our Maestro System and VBLOC® vagal blocking therapy; our ability to obtain third party coding, coverage or payment levels; ongoing regulatory compliance; our dependence on third party manufacturers and suppliers; the successful development of our sales and marketing capabilities; our ability to raise additional capital when needed; international commercialization and operation; our ability to attract and retain management and other personnel and to manage our growth effectively; potential product liability claims; potential healthcare fraud and abuse claims; healthcare legislative reform; and our ability to obtain and maintain intellectual property protection for our technology and products. These and additional risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission, particularly those factors identified as “risk factors” in the annual report on Form 10-K filed March 7, 2013. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
Caution – Investigational device. Limited by Federal (United States) law to investigational use.
The implantation procedure and usage of the Maestro® System carry some risks, such as the risks generally associated with laparoscopic procedures and those related to treatment as described in the ReCharge clinical trial informed consent.
Company Contact:
EnteroMedics Inc.
Greg S. Lea
(651) 789-2860
Email Contact
Media Contact:
Sam Brown Inc.
Mike Beyer
(312) 961-2502
Merus (MSL) to Present at Bloom Burton & Co. Healthcare Investor Conference
TORONTO, ONTARIO–(Marketwired – May 16, 2013) – Merus Labs International Inc. (“Merus” or the “Company“) (TSX:MSL)(NASDAQ:MSLI) today announced that Mr. Elie Farah, the President & CEO of Merus, will present at the upcoming Bloom Burton & Co. Healthcare Investor Conference. Mr. Farah’s presentation will take place on Wednesday, May 22nd, 2013 at 10:00 A.M. (Eastern Time) at the Toronto Board of Trade, 1 First Canadian Place, Toronto, Ontario.
About Merus Labs International Inc.
Merus is a specialty pharmaceutical company engaged in the acquisition and licensing of pharmaceutical products. The Company utilizes its expertise in pharmaceutical markets and its access to capital to acquire and license niche branded products. Merus further enhances the sale and distribution of these products by the introduction of a focused marketing and promotion plan.
Cautionary Statement
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of Section 21E (i) (1) of the United States Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Merus’ actual results to be materially different from any future results expressed or implied by these statements. Such factors include the following: general economic and business conditions, changes in demand for Merus’ products, changes in competition, the ability of Merus to integrate acquisitions or complete future acquisitions, interest rate fluctuations, currency exchange rate fluctuations, dependence upon and availability of qualified personnel and changes in government regulation. In light of these and other uncertainties, the forward-looking statements included in this press release should not be regarded as a representation by Merus that Merus’ plans and objectives will be achieved. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update or revise the statements.
Contact Information:
Merus Labs International Inc.
Elie Farah
President and CEO
(416) 593-3701
efarah@meruslabs.com
Digiplex (DCIN) Management to Present at Three Upcoming Investor Conferences
Digital Cinema Destinations Corp. (NasdaqCM: DCIN) (Digiplex), a fast-growing motion picture exhibitor dedicated to transforming movie theaters into digital entertainment centers, today announced that Chairman and CEO Bud Mayo and CFO Brian Pflug are scheduled to participate at three upcoming investor conferences taking place in New York and California. Specific details follow.
Wednesday, May 22
B. Riley & Co. 14th Annual Investor Conference (Santa Monica, CA)
Fireside Chat with Analyst Eric Wold at 2:30 pm ET
Investor 1×1 meetings
Thursday, May 30
Marcum 2nd Annual MicroCap Conference (New York, NY)
Presentation at 1:30 pm ET
Investor 1×1 meetings
Tuesday, June 11
Gabelli & Company’s 5th Annual Movie & Entertainment Conference (New York, NY)
Panel: Digital Opportunities (DCIN CEO Bud Mayo participating) at 12:20 pm ET
Investor 1×1 meetings
For investor-related questions about DCIN or to schedule a conference call or meeting with management, please contact JCIR (Robert or Jennifer) at 212/835-8500 or DCIN@jcir.com.
About Digital Cinema Destinations Corporation (www.digiplexdest.com)
Digital Cinema Destinations Corp. is dedicated to transforming its movie theaters into interactive entertainment centers. The Company provides consumers with uniquely satisfying experiences, combining state-of-the-art digital technology with engaging, dynamic content that far transcends traditional cinematic fare. The Company’s customers enjoy live and pre-recorded alternative programming such as concerts, operas, ballets, sporting events, conferences, interactive videogames, auctions, fashion shows and, on an ongoing basis, the very best major motion pictures. As of April 30, 2013, Digiplex operates 18 cinemas and 178 screens in AZ, CA, CT, NJ, OH and PA. You can connect with Digiplex via Facebook, Twitter, YouTube and Blogger. Digiplex is also participating in DigiNext, a unique, specialty content joint venture (with Nehst Studios) featuring curated content from festivals around the world. DigiNext releases typically include innovative live Q&A sessions between the audience and cast members.
Ever-Glory (EVK) Reports First Quarter 2013 Financial Results
NANJING, China, May 15, 2013 /PRNewswire/ — Ever-Glory International Group, Inc. (the “Company” or “Ever-Glory”) (NYSE MKT: EVK), a leading apparel supply chain manager and retailer based in China, today reported its financial results for the first quarter ended March 31, 2013.
Total sales for the quarter were $78.3 million, an increase of 47.1% compared to $53.2 million in the first quarter of last year. This increase was primarily attributable to increased sales in our retail business as well as our wholesale business.
Retail sales for the quarter from LA GO GO, the Company’s branded retail division, increased 106.7% to $46.7 million, compared to $22.6 million last year. This increase was primarily due to the increase in new stores opened and same store sales. Ever-Glory had 755 LA GO GO stores as of March 31, 2013, compared to 484 LA GO GO stores as of March 31, 2012. Currently, there are LA GO GO stores in more than 20 provinces in China.
Wholesale sales generated from the Company’s wholesale business for the quarter increased 3.3% to $31.7 million, compared to $30.7 million last year. This increase was primarily attributable to increased sales in the PRC and the United States partially offset for decreased sales in Germany, The United Kingdom, France and Japan.
Total gross profit for the quarter was $20.3 million, or 25.9% of total sales, compared to $11.6 million, or 21.8% of total sales last year.
Selling expenses for the quarter increased 103.1% to $11.9 million compared to $5.8 million last year. As a percentage of sales, selling expenses increased 400 basis points to 15.1% compared to 11.1% last year. The increase was attributable to the increased number of stores, leading to increased numbers of retail employees and increased average salaries, as well as the increased store decoration and marketing expenses associated with the promotion of the LA GO GO brand.
General and administrative expenses for the quarter increased 48.8% to $4.5 million compared to $3.0 million last year. As a percentage of sales, general, and administrative expenses increased 10 basis points to 5.7% compared to 5.6% last year. The increase was attributable to an increase in payroll for additional management and design and marketing staff as a result of our business expansion.
Income from operations for the quarter increased 43.6% to $4.0 million compared to $2.8 million last year. As a percentage of sales, income from operations accounted for 5.1% of our total sales for the quarter, a decrease of 0.1% compared to 5.2% last year.
For the first quarter, net income was $3.1 million, or $0.21 per diluted share, an increase of 45.5% from $2.1 million, or $0.14 per diluted share in the first quarter of 2012. Net income in the first quarter of 2013 includes approximately $0.3 million, or $0.02 per diluted share, of non-cash income related to the change in fair value of a derivative liability compared to approximately $0.1 million, or $0.01 per diluted share, of non-cash income related to the change in fair value of a derivative liability in the first quarter of 2012. Excluding this non-cash item for the first quarter 2013 and 2012, non-GAAP diluted earnings per share were $0.19 in the first quarter of 2013 compared to $0.13 in the first quarter of 2012. See “About Non-GAAP Financial Measures” below.
Balance Sheet and Cash Flow
As of March 31, 2013, Ever-Glory had approximately $16.6 million of cash and cash equivalents, compared to approximately $9.4 million as of December 31, 2012. Ever-Glory had working capital of approximately $25.0 million as of March 31, 2013, and outstanding bank loans of approximately $41.9 million as of March 31, 2013.
Business Outlook
For the second quarter of 2013, Every-Glory anticipates total net sales in the range of $50 to $60 million and net income in the range of $1.5 to $2 million. For full year 2013, Every-Glory anticipates total net sales in the range of $300 to $360 million and net income in the range of $11 to $17 million. The full year revenue forecast is comprised of $150 to $180 million in anticipated wholesale revenue and $150 to $180 million in anticipated revenue from retail operations.
About Ever-Glory International Group, Inc.
Based in Nanjing, China, Ever-Glory International Group, Inc. is a leading apparel supply chain manager and retailer in China. Ever-Glory is the first Chinese apparel Company listed on the American Stock Exchange (now called NYSE MKT), and has a focus on middle-to-high grade casual wear, outerwear, and sportswear brands. Ever-Glory maintains global strategic partnerships in Europe, the United States, Japan and China, conducting business with several well-known brands and retail chain stores. In addition, Ever-Glory operates its own domestic chain of retail stores known as “LA GO GO.”
About Non-GAAP Financial Measures
This press release and presentations of management related to the subject matter of this press release contains financial measures for earnings that are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) in that they exclude the items arising from the change in fair value of a derivative liability. Ever-Glory believes that these non-GAAP financial measures are useful to investors because they reflect the essential operating activities of Ever-Glory. Readers are cautioned, however, that non-GAAP measures are subject to inherent limitations because they involve the exercise of judgment about which items are excluded in the determination of the non-GAAP financial measure.
The following table provides the non-GAAP financial measure and the related GAAP measure and provides a reconciliation of the non-GAAP measure to the equivalent GAAP measure for the three months ended March 31, 2013 and 2012:
| Adjusted Net Income | |||||
| Three Months Ended March 31, | |||||
| 2013 | 2012 | ||||
| GAAP Net Income | $3,087,079 | $2,121,210 | |||
| GAAP Diluted EPS | $0.21 | $0.14 | |||
| Addition: | |||||
| Non-Cash Income for | |||||
| Change in fair value of derivative liability: | $292,000 | $110,800 | |||
| Non GAAP Net Income: | $2,795,079 | $2,010,410 | |||
| Non GAAP Diluted EPS: | $0.19 | $0.13 | |||
| Diluted Shares used in computation | 14,774,109 | 14,761,687 | |||
Conference Call
The Company will hold a conference call today at 8:00 a.m. Eastern Time which will be hosted by Jason Jiansong Wang, Chief Financial Officer. Listeners can access the conference call by dialing # 1-913-312-0941 and referring to the confirmation code 8188817. The conference call will also be broadcast live over the Internet and can be accessed at the Company’s web site at the following URL: http://www.everglorygroup.com
A replay of the call will be available from 11:00 a.m. May 15, 2013 through May 22, 2013 Eastern Time by calling # 1-858-384-5517; pin number: 8188817.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this release and other written or oral statements made by or on behalf of Ever-Glory International Group, Inc. (the “Company”) are “forward looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and the Company’s future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The forward looking statements are subject to a number of risks and uncertainties including, without limitation, market acceptance of the Company’s products and offerings, development and expansion of the Company’s wholesale and retail operations, the Company’s continued access to capital, currency exchange rate fluctuation and other risks and uncertainties. The actual results the Company achieves (including, without limitation, the results stemming from the future implementation of the Company’s strategies and the revenue, net income and new retail store projections set forth herein) may differ materially from those contemplated by any forward-looking statements due to such risks and uncertainties (many of which are beyond the Company’s control). These statements are based on management’s current expectations and speak only as of the date of such statements. Readers should carefully review the risks and uncertainties described in the Company’s latest Annual Report on Form 10-K and other documents that the Company files from time to time with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Contact Information
Company Contact
Yanhua Huang
Tel: +86-25-5209-6875
| EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES | ||||||
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 (UNAUDITED) | ||||||
| 2013 | 2012 | |||||
| NET SALES | $ | 78,311,490 | $ | 53,226,173 | ||
| COST OF SALES | 58,018,567 | 41,623,185 | ||||
| GROSS PROFIT | 20,292,923 | 11,602,988 | ||||
| OPERATING EXPENSES | ||||||
| Selling expenses | 11,851,296 | 5,834,192 | ||||
| General and administrative expenses | 4,472,447 | 3,005,276 | ||||
| Total Operating Expenses | 16,323,743 | 8,839,468 | ||||
| INCOME FROM OPERATIONS | 3,969,180 | 2,763,520 | ||||
| OTHER (EXPENSES) INCOME | ||||||
| Interest income | 295,602 | 281,484 | ||||
| Interest expense | (791,529) | (546,041) | ||||
| Change in fair value of derivative liability | 292,000 | 110,800 | ||||
| Other income | 31,457 | 36,303 | ||||
| Total Other Expenses | (172,470) | (117,454) | ||||
| INCOME BEFORE INCOME TAX EXPENSE | 3,796,710 | 2,646,066 | ||||
| INCOME TAX EXPENSE | (709,631) | (524,856) | ||||
| NET INCOME | 3,087,079 | 2,121,210 | ||||
| OTHER COMPREHENSIVE INCOME: | ||||||
| Foreign currency translation gain | 307,842 | 396,366 | ||||
| COMPREHENSIVE INCOME | $ | 3,394,921 | $ | 2,517,576 | ||
| NET INCOME PER SHARE | ||||||
| Basic and diluted | $ | 0.21 | $ | 0.14 | ||
| Weighted average number of shares outstanding | ||||||
| Basic and diluted | 14,774,109 | 14,761,687 | ||||
Cardium (CXM) Presents First Quarter 2013 Financial Results and Update
SAN DIEGO, May 15, 2013 /PRNewswire/ — Cardium Therapeutics (NYSE MKT: CXM) today presented its financial results for the first quarter ended March 31, 2013, and reported on highlights and other recent developments including:
- Awarded ISO 13485 Certification for Excellagen, State of California manufacturing license and state clearances to market and sell Excellagen in the U.S., and advanced other international registrations for Excellagen, including CE Mark registration, which the Company expects to receive approval on or around the end of the second quarter 2013.
- Announced sales and distribution agreement with Academy Medical, LLC to market, sell and distribute Excellagen to U.S. government medical providers. Academy Medical has a growing customer base of over 35 Veterans Administration and military hospitals within the U.S. Cardium also entered agreements with independent regional distributor groups with sales representatives focused on podiatry, orthopedic physicians, plastic surgeons, hospitals and surgical centers. Including Academy Medical, there are currently over 60 sales representatives selling Excellagen.
- Excellagen awarded the American Podiatric Medical Association’s Seal of Approval for its contributions to better foot health and mobility.
- Presentation at the Symposium on Advanced Wound Care Spring 2013 Meeting highlighting Excellagen’s capability of promoting rapid granulation and complete healing in three difficult and complex post-surgical wounds, including Mohs surgery and wound dehiscence.
- Presentation at the 2013 Phacilitate Annual Cell & Gene Therapy Forum in Washington, DC, “Optimizing Phase III Trial Design for Generx® (Ad5FGF-4)” reporting on adaptive coronary collateral growth, the biological processes to be targeted by therapeutic angiogenesis, and discussed the lessons learned during the past decade of the Company’s Generx clinical development program.
- Publication of the paper, “Mechanistic, Technical, and Clinical Perspectives in Therapeutic Stimulation of Coronary Collateral Development by Angiogenic Growth Factors,” authored by Gabor M. Rubanyi, M.D., Ph.D., Cardium’s Chief Scientific Officer, in the April issue of Molecular Therapy publication. The publication outlines current scientific knowledge about the mechanistic basis of adaptive coronary collateral growth, the biological processes to be targeted by therapeutic angiogenesis, and the optimization of clinical trial designs, including the Generx ASPIRE Phase 3 / registration study.
- Expanded To Go Brands® VitaRocks® kids vitamin product line and broadened retail distribution of the newly-designed products into select nationwide Target stores. Because of the unique manufacturing process of To Go Brands’ VitaRocks platform, the Company now has the flexibility to expand the product line into formulas that could include enzymes, electrolytes, amino acids, vitamins and minerals, as well as nutrients, and into other applications including Over-the-Counter (OTC) drugs.
(Logo: http://photos.prnewswire.com/prnh/20051018/CARDIUMLOGO)
Financial Report
Product sales for the three months ended March 31, 2013 totaled $599,000, compared to $20,000 for the same period in 2012. The increase in sales during the first quarter 2013 reflects sales from Cardium’s To Go Brands health science-based operating unit (representing approximately 92% of total product sales) and sales of Cardium’s Excellagen advanced wound care product (8% of total product sales).
Cardium’s research and development costs for the first three months ended March 31, 2013 totaled $762,000, compared to $1.2 million for the three months ended March 31, 2012. The decrease was the result of decreased expenses related to the development of Excellagen, partially offset by increased costs associated with the Company’s ongoing Generx ASPIRE study. After taking into account a one-time expense totaling $100,000 of product and testing in association with Excellagen, to validate higher level production volumes, and related cost efficiency improvements, research and development expenses in the first quarter 2103 were overall reduced by 46% when compared to the first quarter 2012. Selling, general and administrative expenses for the three-month period ended March 31, 2013 were $1.7 million, compared to $1.5 million for the same period in 2012. The increase was primarily due to costs associated with To Go Brands operations.
For the three months ended March 31, 2013, the Company reported a lower net loss of $2.2 million, or $(0.02) per share, when compared to a net loss of $2.6 million, or $(0.02) per share for the three months ended March 31, 2012. The decrease in net loss was due to cost reductions and increased sales revenue.
As of March 31, 2013, the Company had $0.4 million in cash and cash equivalents and working capital was $0.8 million. Net cash used in operating activities was $2.1 million for the three months ended March 31, 2013, compared to $2.2 million for the three months ended March 31, 2012. The decrease in net cash used in operating activities was due primarily to an increase in product sales, and decreases in testing and process validation costs for the initial inventory of Cardium’s Excellagen wound care product.
As reported on April 5, 2013, subsequent to the end of the quarter, the Company raised an additional $2.2 million in net proceeds in a preferred stock financing. In April 2013, Cardium entered into a securities purchase agreement with one of its institutional investors pursuant to which it agreed to sell to the investor an aggregate of 4,012 shares of newly authorized Series A Convertible Preferred Stock, for a total purchase price of $4.0 million. No warrants are being issued in connection with the offering, other than placement agent warrants. The securities purchase agreement provides for the sale of Series A Convertible Preferred Stock in two closings. Upon consummation of the financing, which was subject to the Company’s stock exchange and other approvals, the initial closing under the securities purchase agreement took place in April 2013. At that closing the Company sold 2,356 shares of Series A Convertible Preferred Stock for net proceeds of $2,160,300. A second closing for the remaining $1,839,700 is scheduled to take place promptly following shareholder approval of the offering of the Series A Convertible Preferred Stock and a reverse stock split. Additional information regarding the offering and the reverse stock split is further described in the Company’s proxy statement filed on April 29, 2013, which is publicly available through the Company’s website and in its filings with the Securities and Exchange Commission at www.sec.gov/edgar.
In first quarter 2013, the Company reported that its exchange listing compliance plan submitted on December 6, 2012 had been accepted by the NYSE MKT. As previously reported, a communication from the staff of the Company’s current stock exchange indicated that the Company was considered to be noncompliant with certain listing requirements based on its quarterly report for the period ended September 30, 2012, and provided that the Company should submit a plan to staff of the exchange that would re-establish compliance with the NYSE MKT listing requirement by March 31, 2013. On December 6, 2012, the Company reported that it had submitted a plan designed to reestablish compliance with the exchange’s requirement, and reported on January 16, 2013 that the plan had been accepted by the stock exchange. The Company reports that in view of the proposed Series A Convertible Preferred Stock financing, the NYSE MKT granted an additional quarterly extension of the listing compliance plan from March 31 to June 30, 2013, although as is normal course, the Company’s listing compliance would continue to be evaluated on an ongoing basis.
The Company is seeking stockholder approval of the Series A Convertible Preferred Stock offering and a reverse stock split at its upcoming annual meeting of stockholders. If the Company obtains stockholder approval, it intends to complete the second closing under the Series A Convertible Preferred Stock financing. The net proceeds from that closing are expected to support the Company’s operations at least through September 2013, providing additional time to commercialize its product portfolio and evaluate options for financing its continued operations. The Company’s principal business objective is to complete an additional strategic licensing agreement to advance sales of the Excellagen product family, enter into a distribution arrangement to advance sales of the To Go Brands nutraceutical business, or another corporate transaction. If the Company is unsuccessful in obtaining stockholder approval, it may be compelled to substantially curtail or to terminate operations, and would likely need to dispose of key assets in an effort to maintain liquidity.
About Excellagen
Excellagen is a novel syringe-based, professional-use, pharmaceutically-formulated 2.6% fibrillar Type I bovine collagen gel that functions as an acellular biological modulator to activate the wound healing process and significantly accelerate the growth of granulation tissue. Excellagen’s FDA-clearance provides for very broad labeling including partial and full-thickness wounds, pressure ulcers, venous ulcers, diabetic ulcers, chronic vascular ulcers, tunneled/undermined wounds, surgical wounds (donor sites/graft, post-Mohs surgery, post-laser surgery, podiatric, wound dehiscence), trauma wounds (abrasions, lacerations, second-degree burns and skin tears) and draining wounds. Excellagen is intended for professional use following standard debridement procedures in the presence of blood cells and platelets, which are involved with the release of endogenous growth factors. Excellagen’s unique fibrillar Type I bovine collagen gel formulation is topically applied through easy-to-control, pre-filled, single-use syringes and is designed for application at only one-week intervals. In addition, Excellagen has been engineered to serve as a delivery platform enabling multiple device and therapeutic product extensions to include antimicrobials, small molecule drugs, peptides, conditioned cell media, stem cells and DNA-based biologic products. Additional information about Excellagen can be viewed at www.excellagen.com.
Consistent with the Company’s long-term business strategy, Cardium is focused on establishing strategic partnerships that would cover the marketing and sale of Excellagen into U.S. vertical wound healing market channels, including: (1) podiatry, (2) wound care centers, hospitals, and long-term care facilities, (3) government agency providers (such as the U.S. Department of Veterans Affairs, Bureau of Indian Affairs and military hospitals), (4) dermatology and plastic surgery, and (5) orthopedic surgery. The Company’s commercialization strategy is similar to other companies in the advanced wound care space. For example, GraftJacket® products developed by Wright Medical are now being marketed and sold by Kinetic Concepts Inc.; TEI Biosciences’ products are being sold by Boston Scientific, Medtronic and Stryker; and Cook Medical’s Oasis® products are currently being marketed and sold by Healthpoint Biotherapeutics.
Cardium is also advancing forward with the reimbursement process for Excellagen with Centers for Medicare & Medicaid Services (CMS) and private insurance providers. Already-established standard CPT® procedure reimbursement codes may apply when Excellagen is used with surgical debridement procedures and through the DRG reimbursement system for in-hospital surgical procedures, as well as in long-term care facilities and through their service providers.
About Generx
Generx (Ad5FGF-4) is a disease-modifying regenerative medicine biologic that is being developed to offer a one-time, non-surgical option for the treatment of myocardial ischemia in patients with stable angina due to coronary artery disease, who might otherwise require surgical and mechanical interventions, such as coronary artery by-pass surgery or balloon angioplasty and stents. Similar to surgical/mechanical revascularization approaches, the goal of Cardium’s Generx product candidate is to improve blood flow to the heart muscle – but to do so non-surgically, following a single administration from a standard balloon angioplasty catheter.
In March 2012, Cardium announced the initiation of the Generx ASPIRE Phase 3 registration study to evaluate the therapeutic effects of its lead product candidate Generx in patients with myocardial ischemia due to coronary artery disease. The ASPIRE study, a 100-patient, randomized and controlled multi-center study is being conducted at up to nine leading cardiology centers in the Russian Federation. The study is designed to further evaluate the safety and effectiveness of Cardium’s Generx DNA-based angiogenic product candidate, which has already been tested in clinical studies involving 650 patients at more than one hundred medical centers in the U.S., Europe and elsewhere. For additional information about Generx and the ASPIRE clinical study, please visit http://www.cardiumthx.com/generx.html.
About To Go Brands®
Since 2007, To Go Brands has been making healthy, great tasting and anti-oxidant-rich phytonutrients and nutraceutical supplements in an array of easy use formats, including drink mixes, chews, powders and capsules, to empower busy lifestyles in today’s fast-paced, tech-driven world. The Go Active! product line includes High Octane®, Green Tea Energy Fusion™, Acai Natural Energy Boost™, and Neo-Energy®. The Go Healthy! product line includes Greens to Go®, Extreme Berries to Go®, Healthy Belly®, VitaRocks®, and Neo-Chill™. Go Trim! products include Smoothie Complete®, Trim Energy Green Coffee Bean™, Trim Energy®, and Neo-Carb Bloc®. To Go Brands products are sold through mass, food and drug channels at retailers including Target, Whole Foods, Sprouts, Kroger, GNC, RiteAid, Jewel-Osco, Ralph’s Supermarkets, Vitamin World, Meijer, Fred Meyer, King Soopers, and the Vitamin Shoppe as well as directly from the company’s web-based store. To learn more about To Go Brands, visit togobrands.com.
The Company recently announced the expansion of its To Go Brands VitaRocks® Kids vitamin product line and the broadened retail distribution of the newly-designed products into select Target stores nationwide. VitaRocks are inspired by a popping pellet candy that is popular with kids and represents a next-generation, easy-use delivery platform for multivitamins and nutrients, dietary supplements, and potentially over-the-counter (OTC) medicines for children, as well as adults.
The Company’s 2013 plans for To Go Brands include (1) completing new packaging and message re-design to update the look of current products; (2) increasing online customer acquisition and retention by introducing super affiliate programs and social media-based coupon offerings (e.g. LivingSocial); (3) expanding and leveraging the VitaRocks children’s vitamin product line; and (4) expanding U.S. retail distribution and establishing international distributors to leverage on the success of To Go Brands’ lead product, Trim Green Coffee Bean™ dietary supplement.
Cardium’s In-House Initiatives
The Company recently announced its partner-enabled internal product development, LifeAgain™, a medical analytics and e-commerce platform that is focused on the development, marketing and direct sales of new and innovative survivable risk, multi-year, non-convertible level term life insurance programs and other insurance products, that are currently non-accessible and unaffordable for certain sub-groups of highly motivated buyers considered “uninsurable” based on traditional underwriting standards by U.S. life insurance companies.
In addition, the Company announced the potential for a partner-enabled pilot Phase 2b/3 clinical study for Genedexa™ (Ad5PDGF-B), formerly referred to as the Company’s Excellarate product candidate. Genedexa’s initial clinical development focus will be for the treatment of chronic, non-healing diabetic foot ulcers. The Company may use alternative independent private financings and strategic partners to finance the clinical development of Genedexa and commercialize its LifeAgain platform.
About Cardium
Cardium is an asset-based health sciences and regenerative medicine company focused on the acquisition and strategic development of innovative products and businesses with the potential to address significant unmet medical needs and having definable pathways to commercialization, partnering or other economic monetizations. Cardium’s current portfolio includes the Tissue Repair Company, Cardium Biologics, and the Company’s newly-acquired To Go Brands® nutraceutical business. The Company’s lead commercial product, Excellagen® topical gel for wound care management, has received FDA clearance for marketing and sale in the United States. Cardium’s lead clinical development product candidate Generx® is a DNA-based angiogenic biologic intended for the treatment of patients with myocardial ischemia due to coronary artery disease. To Go Brands® develops, markets and sells dietary supplements through established regional and national retailers. In addition, consistent with its capital-efficient business model, Cardium continues to actively evaluate new technologies and business opportunities. For more information, visit www.cardiumthx.com.
Forward-Looking Statements
Except for statements of historical fact, the matters discussed in this press release are forward looking and reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond our control and may cause actual results to differ materially from expectations. For example, there is no assurance that planned product development efforts and clinical studies can be performed in an efficient and effective manner; that results or trends observed in one clinical study or procedure will be reproduced in subsequent studies or in actual use; that new clinical studies will be successful or will lead to approvals or clearances from health regulatory authorities, or that approvals in one jurisdiction will help to support studies or approvals elsewhere; that certain elements of the preferred stock financing will be approved by stockholders; that the Company will satisfy the requirements of its compliance plan and will otherwise continue to satisfy the listing requirements of its exchange or that its shares can continue to be listed on a national exchange; that we can raise sufficient capital from partnering, monetization or other fundraising transactions to maintain our stock exchange listing or adequately fund ongoing operations; that the Company can attract suitable commercialization partners for our products or that we or partners can successfully commercialize them; that our product or product candidates will not be unfavorably compared to competitive products that may be regarded as safer, more effective, easier to use or less expensive or blocked by third party proprietary rights or other means; that the products and product candidates referred to in this report or in our other reports will be successfully commercialized and their use reimbursed, or will enhance our market value; that our To Go Brands business can be successfully integrated and expanded; that new product opportunities or commercialization efforts will be successfully established; that third parties on whom we depend will perform as anticipated; that the preferred stock offering can be completed as proposed or that the Company will not be adversely affected by risks and uncertainties that could impact our operations, business or other matters, as described in more detail in our filings with the Securities and Exchange Commission. We undertake no obligation to release publicly the results of any revisions to these forward-looking statements to reflect events or circumstances arising after the date hereof.
Copyright 2013 Cardium Therapeutics, Inc. All rights reserved.
For Terms of Use Privacy Policy, please visit www.cardiumthx.com.
Cardium Therapeutics®, Generx®,Cardionovo®, Tissue Repair™, Excellagen®, Excellarate™, LifeAgain™, Genedexa™, Neo-Apps®, MedPodium®, Neo-Energy®, Neo-Chill™ and Neo-Carb Bloc® are trademarks of Cardium Therapeutics, Inc. or Tissue Repair Company. To Go Brands®, High Octane®, Green Tea Energy Fusion™, Acai Natural Energy Boost™, Greens to Go®, Extreme Berries to Go®, Healthy Belly®, VitaRocks®, Smoothie Complete®, Trim Green Coffee Bean™, and Trim Energy®, are trademarks of To Go Brands, Inc. Other trademarks belong to their respective owners.
– Continued –
| Cardium Therapeutics, Inc.
Selected Condensed Consolidated Results of Operations |
|||||||
| Three months ended March 31, | |||||||
| 2013 | 2012 | ||||||
| Product sales | $ 599,205 | $ 20,478 | |||||
| Cost of goods sold | (350,241) | (5,455) | |||||
| Gross profit | 248,964 | 15,023 | |||||
| Operating expenses | |||||||
| Research and development | (762,442) | (1,164,599) | |||||
| Selling, general and administrative | (1,748,184) | (1,509,761) | |||||
| Loss from operations | (2,261,662) | (2,659,337) | |||||
| Interest income (expense), net | (693) | 1,144 | |||||
| Change in fair value of derivative liabilities | – | 64,157 | |||||
| Net loss | $ (2,262,355) | $ (2,594,036) | |||||
| Net loss per common share – basic and diluted | $ (0.02) | $ (0.02) | |||||
| Weighted average common shares outstanding – basic and diluted | 127,550,773 | 109,279,152 | |||||
| Selected Condensed Consolidated Balance Sheet Data | |||||||
| March 31,
2013 |
December 31, 2012 |
||||||
| Cash and cash equivalents | $ 365,023 | $ 2,328,074 | |||||
| Restricted cash | – | 50,000 | |||||
| Accounts receivable | 194,740 | 328,953 | |||||
| Inventory | 1,091,157 | 1,174,323 | |||||
| Prepaid expenses and other currentassets | 376,639 | 407,389 | |||||
| Property and equipment, net | 81,587 | 97,582 | |||||
| Intangible assets | 2,581,100 | 2,653,010 | |||||
| Other long-term assets | 771,400 | 769,547 | |||||
| Total assets | $ 5,461,646 | $ 7,808,878 | |||||
| Accounts payable and accrued liabilities | $ 1,219,675 | $ 1,392,718 | |||||
| Long-term liabilities | 32,042 | 50,370 | |||||
| Total liabilities | 1,251,717 | 1,443,088 | |||||
| Stockholder’s equity | 4,209,929 | 6,365,790 | |||||
| Total liabilities and stockholder’s equity | $ 5,461,646 | $ 7,808,878 | |||||
Digiplex (DCIN) Fiscal 2013 Q3 Revenue Rises Ninefold
Digital Cinema Destinations Corp. (NasdaqCM: DCIN) (Digiplex), a fast-growing motion picture exhibitor dedicated to transforming movie theaters into digital entertainment centers, today reported its fiscal 2013 third quarter financial results for the three-month period ended March 31, 2013.
DATE/TIME: Today, 5/14/13 at 4:30 p.m. ET
TELEPHONE: 800/707-8454. Please call at least five minutes in advance to be connected.
WEBCAST: live webcast is available through the Investor Relations section of Digiplex’s website at www.digiplexdest.com. A webcast replay will be available and accessible for at least 30 days following the live event.
| SUMMARY AND SUPPLEMENTARY FINANCIAL DATA | ||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||
| (in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
| Total revenue | $ | 8,765 | $ | 976 | $ | 19,982 | $ | 2,875 | ||||||||||||||
| Net loss | (2,151 | ) | (315 | ) | (4,047 | ) | (903 | ) | ||||||||||||||
| Theater level cash flow (1) | 1,123 | 217 | 3,426 | 585 | ||||||||||||||||||
| Adjusted EBITDA (1) | 398 | (165 | ) | 1,252 | (421 | ) | ||||||||||||||||
| Theaters | 18 | 3 | 18 | 3 | ||||||||||||||||||
| Average screens | 172 | 19 | 113 | 19 | ||||||||||||||||||
| Average attendance per screen | 4,429 | 4,155 | 15,532 | 12,167 | ||||||||||||||||||
| Average admission per patron | $ | 7.84 | $ | 8.81 | $ | 7.80 | $ | 9.03 | ||||||||||||||
| Average concessions sales per patron | $ | 3.22 | $ | 2.69 | $ | 3.17 | $ | 2.65 | ||||||||||||||
| Total attendance (in thousands) | 764 | 79 | 1,762 | 231 | ||||||||||||||||||
| (1) | Theater level cash flow and Adjusted EBITDA are supplemental non-GAAP financial measures. Reconciliations of these metrics to the net loss for the three and nine months ended March 31, 2013 and 2012 are included in the supplementary tables accompanying this news announcement. These metrics as shown above are net of Start Media’s share of these items. |
Digiplex Chairman and CEO Bud Mayo stated, “Our organization’s top priority continues to be achieving disciplined screen growth as we focus on ultimately expanding Digiplex’s footprint to the 100 location/1000 screen goal we set as a corporate milestone. In fiscal Q3 we added two additional theaters with an aggregate of 19 screens in Solon, OH and Sparta, NJ, raising screen count 12% sequentially. It often takes a few quarters to get new locations up-and-running on Digiplex’s comprehensive digital platform.
“Once fully integrated, we focus on further enhancing attendance and theater level cash flow through a disciplined strategy that encompasses offering a wide array of alternative content, including our own curated DigiNext titles. We also deploy a full complement of social media and targeted marketing in order to generate a two-way dialog with both existing and new patrons, driving additional traffic to our theaters.
“In early April, we hosted a ribbon-cutting for the Solon location, highlighting completion of the digital conversion and some additional cosmetic enhancements. Within the 16-plex, we rebranded four of the auditoriums as the Arts Center 4, which is a ‘theater within the theater.’ These auditoriums offer a unique blend of alternative programming, one of our key differentiators, as we stay on the cutting-edge of digital cinema presentation, offering our valued patrons a true ‘peek at the future of theatrical exhibition.’
“Looking ahead, we maintain a robust and active pipeline of potential theater acquisition candidates, and we have the capacity and liquidity to grow utilizing additional capital from our Start Media JV as well as the new shelf offering, which was filed subsequent to quarter-end,” concluded Mr. Mayo.
| DIGITAL CINEMA DESTINATIONS CORP. AND SUBSIDIARIES | ||||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
| (in thousands, except share data) | ||||||||||
| March 31, | June 30, | |||||||||
| 2013 | 2012 | |||||||||
| (Unaudited) | ||||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | $ | 3,134 | $ | 2,037 | ||||||
| Accounts receivable | 739 | 238 | ||||||||
| Inventories | 159 | 78 | ||||||||
| Deferred financing costs, current portion | 267 | – | ||||||||
| Prepaid expenses and other current assets | 1,217 | 381 | ||||||||
| Total current assets | 5,516 | 2,734 | ||||||||
| Property and equipment, net | 28,084 | 15,432 | ||||||||
| Goodwill | 4,576 | 980 | ||||||||
| Intangible assets, net | 5,268 | 4,114 | ||||||||
| Security deposit | 168 | 3 | ||||||||
| Deferred financing costs, long term portion, net | 977 | – | ||||||||
| Other assets | 290 | 14 | ||||||||
| TOTAL ASSETS | $ | 44,879 | $ | 23,277 | ||||||
| LIABILITIES AND EQUITY | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Accounts payable | $ | 2,051 | $ | 1,939 | ||||||
| Accrued expenses | 3,016 | 3,334 | ||||||||
| Payable to vendor for digital systems | – | 3,334 | ||||||||
| Notes payable, current portion | 1,045 | 1,000 | ||||||||
| Capital lease, current portion | 94 | – | ||||||||
| Earn out from theater acquisitions, current portion | 550 | 79 | ||||||||
| Deferred revenue | 378 | 31 | ||||||||
| Total current liabilities | 7,134 | 6,383 | ||||||||
| NONCURRENT LIABILITIES | ||||||||||
| Notes payable, long term portion | 8,957 | – | ||||||||
| Capital lease, net of current position | 289 | – | ||||||||
| Unfavorable leasehold liability, long term portion | 167 | 190 | ||||||||
| Deferred rent expense | 275 | 83 | ||||||||
| Deferred tax liability | 61 | 39 | ||||||||
| TOTAL LIABILITIES | 16,906 | 6,695 | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||
| Preferred Stock, $0.1 par value, 10,000,000 shares authorized as of March 31, 2013 and | ||||||||||
| June 30, 2012, 6 and 0 shares of Series B Preferred Stock issued and outstanding as of | ||||||||||
| March 31, 2013 and June 30, 2012, respectively | – | – | ||||||||
| Class A Common stock, $.01 par value: 20,000,000 shares authorized and 5,442,880 and | ||||||||||
| 4,519,452 shares issued and outstanding as of March 31, 2013 and June 30, 2012, respectively | 54 | 45 | ||||||||
| Class B Common stock, $.01 par value, 900,000 shares authorized; 865,000 shares and | ||||||||||
| 900,000 shares issued and outstanding as of March 31, 2013 and June 30, 2012, respectively | 9 | 9 | ||||||||
| Additional paid-in capital | 25,431 | 19,285 | ||||||||
| Accumulated deficit | (6,091 | ) | (2,757 | ) | ||||||
| TOTAL STOCKHOLDERS’ EQUITY OF DIGITAL CINEMA DESTINATIONS CORP. | 19,403 | 16,582 | ||||||||
| Noncontrolling interest | 8,593 | – | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 44,879 | $ | 23,277 | ||||||
| DIGITAL CINEMA DESTINATIONS CORP. AND SUBSIDIARIES | ||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||||
| (UNAUDITED) | ||||||||||||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||
| 2013 | 2012 | |||||||||||||||||||||
| 2013 | 2012 | |||||||||||||||||||||
| REVENUES | ||||||||||||||||||||||
| Admissions | $ | 5,985 | $ | 695 | $ | 13,746 | $ | 2,087 | ||||||||||||||
| Concessions | 2,461 | 213 | 5,589 | 614 | ||||||||||||||||||
| Other | 319 | 68 | 647 | 174 | ||||||||||||||||||
| Total revenues | 8,765 | 976 | 19,982 | 2,875 | ||||||||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||||||||
| Cost of operations: | ||||||||||||||||||||||
| Film rent expense | 2,844 | 304 | 6,698 | 902 | ||||||||||||||||||
| Cost of concessions | 413 | 40 | 895 | 107 | ||||||||||||||||||
| Salaries and wages | 1,155 | 109 | 2,378 | 397 | ||||||||||||||||||
| Facility lease expense | 1,514 | 122 | 2,847 | 370 | ||||||||||||||||||
| Utilities and other | 1,848 | 203 | 3,733 | 532 | ||||||||||||||||||
| General and administrative | 1,365 | 409 | 3,311 | 1,083 | ||||||||||||||||||
| Change in fair value of earn out | (79 | ) | (20 | ) | (79 | ) | (20 | ) | ||||||||||||||
| Depreciation and amortization | 1,439 | 125 | 3,385 | 387 | ||||||||||||||||||
| Total costs and expenses | 10,499 | 1,292 | 23,168 | 3,758 | ||||||||||||||||||
| OPERATING LOSS | (1,734 | ) | (316 | ) | (3,186 | ) | (883 | ) | ||||||||||||||
| OTHER EXPENSE | ||||||||||||||||||||||
| Interest expense | (326 | ) | – | (620 | ) | – | ||||||||||||||||
| Non-cash interest expense | (75 | ) | – | (153 | ) | – | ||||||||||||||||
| Other expense | (38 | ) | (1 | ) | (46 | ) | (2 | ) | ||||||||||||||
| LOSS BEFORE INCOME TAXES | (2,173 | ) | (317 | ) | (4,005 | ) | (885 | ) | ||||||||||||||
| Income tax expense | (22 | ) | (2 | ) | 42 | 18 | ||||||||||||||||
| NET LOSS | $ | (2,151 | ) | $ | (315 | ) | $ | (4,047 | ) | $ | (903 | ) | ||||||||||
| Net loss attributable to non-controlling interest | 620 | – | 713 | – | ||||||||||||||||||
| Net loss attributable to Digital Cinema Destinations Corp. | $ | (1,531 | ) | $ | (315 | ) | $ | (3,334 | ) | $ | (903 | ) | ||||||||||
| Preferred stock dividends | (5 | ) | (84 | ) | (11 | ) | (236 | ) | ||||||||||||||
| Net loss attributable to common stockholders | $ | (1,536 | ) | $ | (399 | ) | $ | (3,345 | ) | $ | (1,139 | ) | ||||||||||
| Net loss per Class A and Class B common share – basic and dilutedattributable to common stockholders | $ | (0.25 | ) | $ | (0.27 | ) | $ | (0.59 | ) | $ | (0.78 | ) | ||||||||||
| Weighted average common shares outstanding | 6,065,265 | 1,469,166 | 5,663,016 | 1,469,166 | ||||||||||||||||||
| SUPPLEMENTARY NON-GAAP RECONCILIATION | |||||||||||||||||||||||
| OF ADJUSTED EBITDA | |||||||||||||||||||||||
| (Unaudited) ($ in thousands) | |||||||||||||||||||||||
| Three months ended | Nine months ended | ||||||||||||||||||||||
| March 31, | March 31, | ||||||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
| Net loss | $ | (2,151 | ) | $ | (315 | ) | $ | (4,047 | ) | $ | (903 | ) | |||||||||||
| Add back: | |||||||||||||||||||||||
| Depreciation and amortization | 1,439 | 125 | 3,385 | 387 | |||||||||||||||||||
| Interest expense | 401 | – | 773 | – | |||||||||||||||||||
| Income tax expense | (22 | ) | (2 | ) | 42 | 18 | |||||||||||||||||
| EBITDA | (333 | ) | (192 | ) | 153 | (498 | ) | ||||||||||||||||
| Addback: | |||||||||||||||||||||||
| Stock-based compensation (2) | 79 | 16 | 148 | 49 | |||||||||||||||||||
| Non-recurring organizational and M&A-related professional fees (3) | 212 | 11 | 552 | 28 | |||||||||||||||||||
| Consolidated Adjusted EBITDA | $ | (42 | ) | $ | (165 | ) | $ | 853 | $ | (421 | ) | ||||||||||||
| Addback: | |||||||||||||||||||||||
| Management fees (4) | 203 | – | 255 | – | |||||||||||||||||||
| Deduct: | |||||||||||||||||||||||
| Start Media’s share of Adjusted EBITDA | 237 | – | 144 | – | |||||||||||||||||||
| Adjusted EBITDA of Digital Cinema Destinations Corp. | $ | 398 | $ | (165 | ) | $ | 1,252 | $ | (421 | ) | |||||||||||||
| SUPPLEMENTARY NON-GAAP RECONCILIATION | |||||||||||||||||||||||
| OF THEATER LEVEL CASH FLOW | |||||||||||||||||||||||
| (Unaudited) ($ in thousands) | |||||||||||||||||||||||
| Three months ended | Nine months ended | ||||||||||||||||||||||
| March 31, | March 31, | ||||||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
| Net loss | $ | (2,151 | ) | $ | (315 | ) | $ | (4,047 | ) | $ | (903 | ) | |||||||||||
| Addback: | |||||||||||||||||||||||
| General and administrative (1) | 1,365 | 409 | 3,311 | 1,083 | |||||||||||||||||||
| Depreciation and amortization | 1,439 | 125 | 3,385 | 387 | |||||||||||||||||||
| Income tax expense | (22 | ) | (2 | ) | 42 | 18 | |||||||||||||||||
| Interest expense | 401 | – | 773 | – | |||||||||||||||||||
| Consolidated TLCF | $ | 1,032 | $ | 217 | $ | 3,464 | $ | 585 | |||||||||||||||
| Deduct: | |||||||||||||||||||||||
| Start Media’s share of TLCF | 91 | – | (39 | ) | – | ||||||||||||||||||
| TLCF of Digital Cinema Destinations Corp. | $ | 1,123 | $ | 217 | $ | 3,426 | $ | 585 | |||||||||||||||
| (1) TLCF is intended to be a measure of theater profitability. Therefore, our corporate general and administrative expenses have been excluded. |
| (2) Represents the fair value of shares of Class A common stock and restricted stock awards issued to employees and non-employees for services rendered. As these are non-cash charges, we believe that it is appropriate to show Adjusted EBITDA excluding this item. The increase from the prior year is due to the magnitude of the Lisbon and UltraStar acquisitions. |
| (3) Primarily represents professional fees incurred in connection with start-up activities, the creation of acquisition template documents that will be used by us for future transactions, and certain other costs related to our acquisition strategy. While we intend to acquire additional theaters, we have laid the groundwork for our acquisition program and we expect to incur reduced legal fees in connection with future acquisitions. We therefore believe that it is appropriate to exclude these items from Adjusted EBITDA. |
| (4) To add back management fees to Digiplex from JV. |
About Digital Cinema Destinations Corporation (www.digiplexdest.com)
Digital Cinema Destinations Corp. is dedicated to transforming its movie theaters into interactive entertainment centers. The Company provides consumers with uniquely satisfying experiences, combining state-of-the-art digital technology with engaging, dynamic content that far transcends traditional cinematic fare. The Company’s customers enjoy live and pre-recorded alternative programming such as concerts, operas, ballets, sporting events, conferences, interactive videogames, auctions, fashion shows and, on an ongoing basis, the very best major motion pictures. As of April 30, 2013, Digiplex operates 18 cinemas and 178 screens in AZ, CA, CT, NJ, OH and PA. You can connect with Digiplex via Facebook, Twitter, YouTube and Blogger. Digiplex is also participating in DigiNext, a unique, specialty content joint venture (with Nehst Studios) featuring curated content from festivals around the world. DigiNext releases typically include innovative live Q&A sessions between the audience and cast members.
Disclosure Regarding Forward-Looking Statements
This press release and other written or oral statements made by or on behalf of Digital Cinemas Destination Corp. may contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Risk factors are disclosed in our Form 10-K for the year ended June 30, 2012 under the caption “Risk Factors.” We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
PITOOEY! (PTOO) Penguin Completes Its Launch of 50 Cities in 50 Days!
PHOENIX, May 15, 2013 /PRNewswire/ — PITOOEY!,(TM) Inc. (OTCBB: PTOO), a complete digital marketing agency, announces that the PITOOEY! Penguin has completed its 50th destination in 50 days! Originally launching March 25 in Washington, D.C., the PITOOEY! Penguin began its beta testing journey across the United States to raise awareness of this innovative, revolutionary app in 50 cities. Tuesday, May 14, marked the Penguin’s ceremonial return to the city of its creation, Phoenix.
David Sonkin, President of PITOOEY!, Inc., stated, “The business community and the consumers have responded to the Penguin in a very personal, interactive way. The PITOOEY! App going live in 50 cities, from Seattle to Boston, has been just the start in a new era in communication between consumers and the businesses they love.”
Each morning, a new launch city was announced through PITOOEY!’s Twitter, Facebook, and Instagram social media channels. The basic concept of the campaign, “#BuildYourList™,” provided an interactive Facebook timeline, along with daily digital postcards, thus creating a “buzz” about each city as the PITOOEY! Penguin launched.
For the 24 hours after going live, the Company focused heavy social media on that particular city, encouraging users to building their list in advance of the upcoming full launch. Once users logged-on to the PITOOEY! App, they were able to use the “search and subscribe system,” to build a customized list of their favorite businesses. This system allows users to receive deals and updates specifically from the businesses in their “List.”
Jacob DiMartino, CEO of PITOOEY!, Inc., concluded, “The expansion of PITOOEY! into these 50 markets establishes the personal connection between consumer-to-business in a unique, revolutionary way. It allows users to customize their lists with the businesses they want to hear from and provides merchants a cost-effective manner in which to market directly to their target consumers. This differs greatly from the current ‘daily deals’ service models, which targets its customers through the optimization of mobile and digital marketing.”
To download the PITOOEY! App, go to http://itun.es/us/ilLxJ.i
For further information, please visit www.PITOOEY.com
About PITOOEY!(TM), Inc.
PITOOEY!, Inc. is a complete digital marketing agency offering businesses unique service packages based on the clients’ desires and the type of following or “reach” they would like to establish. PITOOEY! filters and analyzes the clients’ particular needs through three wholly-owned subsidiaries to provide the perfect fit: PITOOEY! Mobile Inc., Choice One Mobile Inc., and Rockstar Digital Inc.
For more information, please visit:
www.pitooeyinc.com
www.choiceonemobile.com
www.rockstar-digital.com
To like our Facebook page or follow us on Twitter, visit: www.facebook.com/pitooeyapp or www.twitter.com/pitooey
Safe Harbor
This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief, or current expectations of PITOOEY!, Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond PITOOEY!, Inc.’s ability to control and their actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in PITOOEY!, Inc.’s filings with the Securities & Exchange Commission.
For further information contact:
PITOOEY!, Inc.
Public Relations and Shareholder Information
Eddie Cruz
Phone: (949) 390-0111
Email: InvestorRelations@PITOOEY.com
Inuvo (INUV) to Present at B. Riley & Co. Investor Conference on May 20th
CONWAY, Ark., May 14, 2013 (GLOBE NEWSWIRE) — Inuvo, Inc. (NYSE MKT:INUV) (the “Company” or “Inuvo”), an Internet marketing and technology company that develops consumer applications and delivers targeted advertisements onto websites reaching desktop and mobile, today announced it will be presenting at the 14th Annual B. Riley & Co. Investor Conference at the Loews in Santa Monica, California. Mr. Rich Howe, Chairman and Chief Executive Officer, is scheduled to present at 4:30 PM Pacific Time on Monday, May 20th.
Inuvo Inc.’s management will be available for one-on-one meetings during the conference. Investors interested in scheduling a one-on-one meeting with the Company may send meeting requests to ccamarra@allianceadvisors.net.
This prestigious three-day, invitation-only annual event, brings together a targeted audience of leading institutional investors, financial services professionals and other qualified investors.
About Inuvo, Inc.
Inuvo(R), Inc. (NYSE MKT:INUV), an internet marketing and technology company that develops consumer applications that make using the Internet easier and delivers targeted advertisements onto websites owned by partners and the company. To learn more about Inuvo, please visit www.inuvo.com.
Forward-looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “anticipate,” “plan,” “will,” “intend,” “believe” or “expect'” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations with respect to our lack of profitable operating history, changes in our business, potential need for additional capital, fluctuations in demand; changes to economic growth in the U.S. economy; and government policies and regulations, including, but not limited to those affecting the Internet, all as set forth in our Annual Report on Form 10-K for the year ended December 31, 2012. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Inuvo and are difficult to predict. Inuvo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: Inuvo, Inc.
Wally Ruiz, Chief Financial Officer
501-205-8397
wallace.ruiz@inuvo.com
Investor Relations
Alliance Advisors, LLC.
Chris Camarra, 212-398-3487
ccamarra@allianceadvisors.net
GigOptix (GIG) to Present at B. Riley & Co. Annual Investor Conference
GigOptix, Inc. (NYSE MKT: GIG), a leading supplier of advanced semiconductor and optical communications components, today announced that GigOptix Chairman and CEO Dr. Avi Katz is scheduled to present at the B. Riley & Co. 2013 Annual Investor Conference on May 21, 2013.
| Event: | B. Riley & Co. 2013 Annual Investor Conference | |
| Date: | Tuesday, May 21, 2013 | |
| Time: | 1:30 p.m. Pacific Time | |
| Location: | Loews Santa Monica Beach Hotel – Santa Monica, Calif. | |
A webcast of the conference presentation will be available in the investor relations section of the Company’s website at www.gigoptix.com.
About GigOptix, Inc.
GigOptix is a leading fabless supplier of semiconductor and optical components that enable high speed information streaming that address emerging high growth opportunities in the communications, industrial, defense and avionics industries. The Company offers a broad portfolio of high performance MMIC solutions that enable next generation wireless microwave systems up to 90GHz and drivers, TIAs and TFPSTM optical modulators for 40Gbps and 100Gbps fiber-optic telecommunications and data-communications networks. GigOptix also offers a wide range of digital and mixed-signal ASIC solutions and enables product lifetime extension through its GigOptix Sunset Rescue Program.
Chanticleer (HOTR) Reports 18.4% Jump in Q1 Restaurant Revenue, Strong Gross Profit Margins
CHARLOTTE, NC–(Marketwired – May 14, 2013) – Chanticleer Holdings, Inc. (NASDAQ: HOTR) (“Chanticleer” or “the Company”), a franchisee of international Hooters® restaurants and a minority owner in the privately held parent company of the Hooters® brand, Hooters of America, (“HOA”), announced its financial results for the first quarter ended March 31, 2013.
Highlights Include:
- Restaurant revenue for the first quarter 2013 increased 18.4% to $1.7 million, compared with $1.4 million in the first quarter 2012. As of March 31, 2013, the Company had six restaurants (five consolidated and one joint venture) compared with five restaurants (four consolidated and one joint venture) as of March 31, 2012.
- Gross profit margins for the first quarter 2013 improved 3.0% to 61.1% compared with 58.1% in the first quarter 2012.
- Same-store gross sales for restaurants opened more than a year increased 10.1% in local currency (Rands) and decreased 5.4% in U.S. dollars for the 2012 first quarter compared with last year, due to fluctuations in the exchange rate.
- Restaurant operating expenses for the first quarter 2013 were $980,000 or 59.7% of restaurant revenue, compared with $769,000 or 55.4% of restaurant revenue for the year-ago quarter. Operating expenses for the 2013 quarter included our Budapest, Hungary location (opened in August 2012) whose operating expenses were a higher percentage of revenue compared with our South African stores.
- Net loss from continuing operations for the first quarter 2013 was $747,000 or $0.20 per share, compared with $642,000 or $0.26 per share for the year-ago first quarter. Net loss for the 2013 first quarter was $738,000 or $0.20 per share, compared with $704,000 or $0.28 per share.
- In March 2013, the company announced its exiting of the operation of its investment management business. During the second quarter 2013 the company is expected to receive two months of cost-saving benefits, and beginning in the third quarter 2013, the savings are estimated to be $50,000 per quarter. The revenues and expenses are presented as discontinued operations in our statement of operations.
- Restaurant EBITDA for the first quarter 2013 was approximately $61,000 compared with $97,000 in the first quarter 2012. Our improved gross margins were offset by an increase in operating expenses, including professional fees and higher payroll costs.
- General and administrative expenses for the first quarter 2013 were $730,000 or 44.0% of revenue, compared with $450,000 or 32.4% of total revenue in the year-ago quarter. These costs increased primarily because of increases in audit and legal fees, additional costs related to NASDAQ fees and SEC filings, as well as an increase in corporate personnel.
- Subsequent to the end of the quarter the company announced it had selected a site in Townsville, Australia for its seventh Hooters restaurant, and the approval of a site by HOA in Surfers Paradise, Australia, which will mark its eighth location.
- The company settled outstanding liabilities from a South African bank, with a payment of approximately $99,000 and a release of all other liabilities, resulting in a gain on extinguishment of debt of approximately $71,000, which appears as “other income” in the current income statement. In April 2013 the company entered into a credit agreement with Paragon Commercial Bank for an additional $500,000 revolving-credit facility to finance new business ventures and general corporate working capital requirements.
Mike Pruitt, President and CEO of Chanticleer, commented, “With continued improvements in revenue, gross margins and same-store sales, we are well on our way toward meeting our 2013 goal of having 10 restaurants opened by year-end 2013. We are excited about the pending opening of our two new Hooters restaurants in Australia, which are both located in vibrant and growing markets. Construction has commenced in Townsville, and we expect to open that restaurant in the third quarter of 2013. Following that opening, we plan to begin construction on Surfers Paradise.
“We believe our strong increase in same-store sales is attributable to several factors, including restaurant remodeling, improvements to our menu and the growing excitement of the iconic Hooters brand. Hooters continues to be a destination stop for sports enthusiasts, and our new menu offerings attract more health-conscious patrons to our restaurants as well as women.
“Our Budapest restaurant has been a successful launch into the Eastern European market; we increased our seating space by over 50% with the opening of the new patio area, which has been extremely well-received by our customers. We are looking forward with great anticipation to our next Eastern European location, and to replicating the success of Hungary. We also continue to explore the Brazilian market, and we are seeking a location that will fit well with our successful business model.
“We are also pleased with our financial results this quarter. Despite a seasonally slow quarter, we produced strong improvements in restaurant sales growth, same-store sales growth and gross profits. We look forward to a successful year ahead as we continue to expand our footprint and launch our new Hooters restaurants.”
Use of Non-GAAP Measures
Chanticleer Holdings, Inc. prepares its consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, the company discloses information regarding EBITDA, which differs from the term EBITDA as it is commonly used. In addition to adjusting net income (loss) from continuing operations to exclude taxes, interest, and depreciation and amortization, EBITDA also excludes pre-opening costs for our restaurants and gain on extinguishment of debt. EBITDA is not a measure of performance defined in accordance with GAAP. However, EBITDA is used internally in planning and evaluating the company’s operating performance. Accordingly, management believes that disclosure of this metric offers investors, bankers and other stakeholders an additional view of the company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the company’s financial results.
EBITDA should not be considered as an alternative to net loss or to net cash used in operating activities as a measure of operating results or of liquidity. It may not be comparable to similarly titled measures used by other companies, and it excludes financial information that some may consider important in evaluating the company’s performance. A reconciliation of GAAP net income (loss) to EBITDA is included in the accompanying financial schedules.
About Chanticleer Holdings, Inc.
Chanticleer Holdings (HOTR) is a franchisee of international Hooters® restaurants is focused on expanding the Hooters® casual dining restaurant brand in international emerging markets. Chanticleer currently owns in whole or part of the exclusive franchise rights to develop and operate Hooters restaurants in South Africa, Hungary and parts of Brazil, and has joint ventured with the current Hooters franchisee in Australia, while evaluating several additional international opportunities. The Company currently owns and operates in whole or part of six Hooters restaurants in its international franchise territories: Durban, Johannesburg, Cape Town and Emperor’s Palace in South Africa; Campbelltown in Australia; and Budapest in Hungary. Chanticleer maintains a minority ownership stake in Hooters of America and its CEO, Mike Pruitt, is also a member of Hooters’ Board of Directors. Hooters of America is an operator and the franchisor of over 430 Hooters® restaurants in 28 countries.
For further information, please visit www.chanticleerholdings.com
Facebook: www.Facebook.com/ChanticleerHOTR
Twitter: http://Twitter.com/ChanticleerHOTR
For further information on Hooters of America, visit www.Hooters.com
Facebook: www.Facebook.com/Hooters
Twitter: http://Twitter.com/Hooters
Safe Harbor/Risk Factors
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by our management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those stated, including, without limitation:
- Operating losses continuing for the foreseeable future; we may never be profitable;
- Our business strategy includes operating a new line of business that is distinct and separate from our primary existing operations, which could be subject to additional business and operating risks;
- Inherent risks in expansion of operations, including our ability to acquire additional territories, generate profits from new restaurants, find suitable sites and develop and construct locations in a timely and cost-effective way;
- General risk factors affecting the restaurant industry, including current economic climate, costs of labor and food prices;
- Intensive competition in our industry and competition with national, regional chains and independent restaurant operators;
- Our rights to operate and franchise Hooters-branded restaurants are dependent on the Hooters’ franchise agreements;
- Our business depends on our relationship with Hooters;
- We do not have full operational control over the businesses of our franchise partners;
- Failure by Hooters to protect its intellectual property rights, including its brand image;
- Our business has been adversely affected by declines in discretionary spending and may be affected by changes in consumer preferences;
- Increases in costs, including food, labor and energy prices;
- Our business and the growth of our Company is dependent on the skills and expertise of management and key personnel;
- Constraints could effect our ability to maintain competitive cost structure, including, but not limited to labor constraints;
- Work stoppages at our restaurants or supplier facilities or other interruptions of production;
- Our food service business and the restaurant industry are subject to extensive government regulation;
- We may be subject to significant foreign currency exchange controls in certain countries in which we operate;
- Inherent risk in foreign operation;
- We may not attain our target development goals and aggressive development could cannibalize existing sales;
- Current conditions in the global financial markets and the distressed economy;
- A decline in market share or failure to achieve growth;
- Unusual or significant litigation, governmental investigations or adverse publicity, or otherwise;
- Adverse effects on our operations resulting from the current class action litigation in which the Company is one of several defendants;
- Adverse effects on our results from a decrease in or cessation or clawback of government incentives related to investments;
- Adverse effects on our operations resulting from certain geo-political or other events.
Chanticleer cannot be certain that any expectation, forecast, or assumption made in preparing any forward-looking statements will prove accurate, or that any projection will be realized. It is to be expected that there may be differences between projected and actual results. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its Web site or otherwise. We undertake no obligation to update the forward-looking statements provided to reflect events or circumstances that occur after the date on which they were made. Further information on our business, including important factors which could affect actual results are discussed in the Company’s filings with the SEC, including its Annual Report on Form 10-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Chanticleer Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
2013 2012
------------- -------------
ASSETS
Current assets:
Cash $ 389,348 $ 1,223,803
Accounts receivable 72,128 161,073
Other receivable 78,469 85,473
Inventory 178,886 227,023
Due from related parties 113,748 117,899
Prepaid expenses 216,884 170,769
Assets of discontinued operations 89,758 44,335
------------- -------------
TOTAL CURRENT ASSETS 1,139,221 2,030,375
Property and equipment, net 2,226,937 2,316,146
Goodwill 396,487 396,487
Intangible assets, net 629,699 559,832
Investments at fair value 33,185 56,949
Other investments 2,102,668 2,116,915
Deposits and other assets 165,613 169,727
------------- -------------
TOTAL ASSETS $ 6,693,810 $ 7,646,431
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and
notes payable $ 234,121 $ 236,110
Accounts payable and accrued expenses 1,069,821 1,108,305
Other current liabilities 235,902 361,586
Current maturities of capital leases payable 32,815 27,965
Deferred rent 15,437 10,825
Due to related parties 13,733 13,733
Liabilities of discontinued operations 21,234 14,328
------------- -------------
TOTAL CURRENT LIABILITIES 1,623,063 1,772,852
Capital leases payable, less current
maturities 44,268 60,518
Deferred rent 99,275 98,448
Other liabilities 121,857 186,060
------------- -------------
TOTAL LIABILITIES 1,888,463 2,117,878
------------- -------------
Commitments and contingencies
Stockholders' equity:
Common stock: $0.0001 par value; authorized
20,000,000 shares; issued and outstanding
3,698,896 shares at March 31, 2013 and
December 31, 2012 370 370
Additional paid in capital 14,947,639 14,898,423
Other comprehensive loss (191,989) (181,741)
Accumulated deficit (9,996,540) (9,258,697)
Non-controlling interest 45,867 70,198
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 4,805,347 5,528,553
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,693,810 $ 7,646,431
============= =============
Chanticleer Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
For the Three Months
Ended
March 31,
2013 2012
---------- ----------
Revenue:
Restaurant sales, net $1,642,122 $1,387,495
Management fee income - non-affiliates 25,000 25,000
---------- ----------
Total revenue 1,667,122 1,412,495
Expenses:
Restaurant cost of sales 627,888 581,551
Restaurant operating expenses 980,155 769,332
Restaurant pre-opening expenses - 40,721
General and administrative expenses 729,678 449,659
Depreciation and amortization 114,224 80,024
---------- ----------
Total expenses 2,451,945 1,921,287
---------- ----------
Loss from operations (784,823) (508,792)
Other income (expense)
Equity in earnings (losses) of investments (14,247) (10,538)
Gain on extinguishment of debt 70,900 -
Miscellaneous income 2,562 -
Interest expense (36,943) (185,110)
---------- ----------
Total other income (expense) 22,272 (195,648)
---------- ----------
Loss from continuing operations before income taxes (762,551) (704,440)
Provision for income taxes 9,091 -
---------- ----------
Loss from continuing operations (771,642) (704,440)
Income (loss) from discontinued operations, net
of taxes 9,468 (61,863)
---------- ----------
Consolidated net loss (762,174) (766,303)
Less: Net loss attributable to non-controlling
interest 24,331 62,518
---------- ----------
Net loss attributable to Chanticleer Holdings, Inc. $ (737,843) $ (703,785)
========== ==========
Net loss attributable to Chanticleer Holdings, Inc.:
Loss from continuing operations $ (747,311) $ (641,922)
Income (loss) from discontinued operations 9,468 (61,863)
---------- ----------
$ (737,843) $ (703,785)
========== ==========
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities
(none applies to
non-controlling interest) $ (23,764) $ (105,618)
Foreign translation income (loss) 13,516 (8,714)
---------- ----------
Other comprehensive loss $ (748,091) $ (818,117)
========== ==========
Net loss per attributable to Chanticleer Holdings,
Inc. per common share, basic and diluted:
Continuing operations attributable to common
shareholders, basic and diluted $ (0.20) $ (0.26)
Discontinued operations attributable to common
shareholders, basic and diluted 0.00 (0.02)
---------- ----------
$ (0.20) $ (0.28)
========== ==========
Weighted average shares outstanding, basic and
diluted 3,698,896 2,498,891
========== ==========
Chanticleer Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
2013 2012
---------- ----------
Cash flows from operating activities:
Net loss $ (771,642) $ (704,440)
Less: net income (loss) from discontinued operations 9,468 (61,863)
---------- ----------
Net loss from continuing operations (762,174) (766,303)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 114,224 80,024
Equity in losses of investments 14,247 10,538
Amortization of warrants 48,569 23,495
Gain on debt extinguishment (70,900) -
(Increase) decrease in accounts and other
receivables 95,949 37,556
(Increase) decrease in prepaid expenses and other
assets (42,002) (63,314)
(Increase) decrease inventory 48,137 (40,302)
Increase (decrease) in accounts payable and
accrued expenses (30,933) 257,143
Increase (decrease) in deferred rent 5,439 14,966
Advance from related parties for working capital (37,804) (1,179)
---------- ----------
Net cash used in operating activities from
continuing operations (617,248) (447,376)
Net cash (used in) provided by operating
activities from discontinued operations (3,467) 8,162
---------- ----------
Net cash used in operating activities (620,715) (439,214)
Cash flows from investing activities:
Proceeds from non-controlling interests - 90,000
Purchase of investments - (129,796)
Franchise costs (75,000) (240,000)
Purchase of property and equipment (23,839) (316,683)
---------- ----------
Net cash used in investing activities from
continuing operations (98,839) (596,479)
Net cash used in investing activities from
discontinued operations - -
---------- ----------
Net cash used in investing activities (98,839) (596,479)
Cash flows from financing activities:
Loan proceeds, net - 1,113,000
(Decrease) increase in other liabilities (118,987) 10,519
Loan and capital lease repayments (13,388) (6,633)
---------- ----------
Net cash (used in) provided by financing
activities from continuing operations (132,375) 1,116,886
Net cash (used in) provided by financing
activities from discontinued operations - -
---------- ----------
Net cash (used in) provided by financing
activities (132,375) 1,116,886
---------- ----------
Effect of exchange rate changes on cash 17,474 (8,714)
---------- ----------
Net change in cash (834,455) 72,479
Cash, beginning of period 1,223,803 144,189
---------- ----------
Cash, end of period $ 389,348 $ 216,668
========== ==========
Reconciliation of net loss from continuing
operations to EBITDA
Unaudited
Three months ended March 31,
2013: Restaurants only
South
Africa Hungary Management Totals
---------- ---------- ---------- ----------
Net income (loss) from
continuing operations $ 23,133 $ (23,381) $ (747,063) $ (747,311)
Interest expense 10,721 - 26,222 36,943
Gain on extinguishment of
debt (70,900) - - (70,900)
Depreciation and
amortization 87,872 24,162 2,190 114,224
Income taxes 9,091 - - 9,091
---------- ---------- ---------- ----------
EBITDA $ 59,917 $ 781 $ (718,651) $ (657,953)
========== ---------- ========== ==========
Total Restaurants EBITDA $ 60,698
==========
Three months ended March 31,
2012:
South
Africa Hungary Management Totals
---------- ---------- ---------- ----------
Net loss from continuing
operations $ (35,316) $ - $ (668,469) $ (703,785)
Interest expense 13,758 - 171,352 185,110
Pre-opening costs 40,721 - - 40,721
Depreciation and
amortization 77,834 - 2,190 80,024
---------- ---------- ---------- ----------
EBITDA $ 96,997 $ - $ (494,927) $ (397,930)
========== ========== ========== ==========
Total Restaurants EBITDA $ 96,997
==========
Contact:
Chanticleer Holdings, Inc.
Mike Pruitt
Chairman/CEO
Phone: 704.366.5122 x 1
mp@chanticleerholdings.com
Dian Griesel Inc.
Investor Relations:
Cheryl Schneider
cschneider@dgicomm.com
Public Relations:
Enrique Briz
ebriz@dgicomm.com
212.825.3210
Sky-mobi (MOBI) Unaudited Q4 and Full-Year FY13 Financial Results
HANGZHOU, China, May 13, 2013 (GLOBE NEWSWIRE) — Sky-mobi Limited (“Sky-mobi” or the “Company”) (Nasdaq:MOBI), a leading mobile application store and mobile social network community operator in China, today announced unaudited financial results for the fourth quarter (“fourth quarter 2013”) and fiscal year ended March 31, 2013.
Fourth Quarter 2013 Highlights
- Total revenues decreased 10.1% to RMB161.0 million (US$25.9 million) compared to RMB179.0 million in the fiscal fourth quarter ended March 31, 2012 (“fourth quarter 2012”). Revenues collected from third party channels (i.e., revenues not collected through mobile network operators) represented 21.4% of total revenues
- Gross margin increased to 37.5%, up from 31.6% in fourth quarter 2012
- Non-IFRS1 gross margin increased to 37.6%, up from 31.8% in fourth quarter 2012
- Profit from operations increased 230.6% to RMB29.7 million (US$4.8 million), up from RMB9.0 million in fourth quarter 2012
- Non-IFRS profit from operations increased 96.4% to RMB33.4 million (US$5.4 million), up from RMB17.0 million in fourth quarter 2012
- Net profit increased 151.7% to RMB30.2 million (US$4.9 million), up from RMB12.0 million in fourth quarter 2012
- Non-IFRS net profit increased 69.3% to RMB33.9 million (US$5.5 million), up from RMB20.0 million in fourth quarter 2012
- Basic and diluted earnings per common share (“EPS”) were RMB0.12 (US$0.02), which represents the equivalent of RMB0.95 (US$0.15) per ADS2
- Non-IFRS basic and diluted EPS were RMB0.13 (US$0.02), which represents the equivalent of RMB1.06 (US$0.17) per ADS
Fiscal Year 2013 Highlights
- Total revenues decreased 12.3% to RMB601.1 million (US$96.8 million) compared to RMB685.6 million in fiscal year 2012. Revenues collected from third party channels represented 23.4% of total revenues
- Gross margin was 30.3%, down from 31.3% in fiscal year 2012
- Non-IFRS gross margin was 30.7%, down from 31.7% in fiscal year 2012
- Profit from operations was RMB6.8 million (US$1.1 million), compared with RMB25.8 million in fiscal year 2012
- Non-IFRS profit from operations was RMB31.2 million (US$5.0 million), compared with RMB71.5 million in fiscal year 2012
- Net profit was RMB17.3 million (US$2.8 million), compared with RMB32.9 million in fiscal year 2012
- Non-IFRS net profit was RMB41.7 million (US$6.7 million), compared with RMB78.6 million in fiscal year 2012
- Basic and diluted earnings per common share (“EPS”) were RMB0.07 (US$0.01), which represents the equivalent of RMB0.53 (US$0.08) per ADS
- Non-IFRS basic and diluted EPS were RMB0.16 (US$0.03), which represents the equivalent of RMB1.28 (US$0.21) per ADS
Michael Tao Song, Chairman and Chief Executive Officer of Sky-mobi, stated, “We were pleased that our fiscal fourth quarter 2013 revenues exceeded the high end of our prior guidance by approximately 28.8% and achieved 9.6% sequential growth. Even though we revised up our full fiscal year guidance last quarter we still managed to beat the high end of the guidance by 6.4%. These results are a testament to our proactive strategy to address the declining feature phone market by focusing on expanding our Maopao Community, which delivered over 13% year-over-year growth through game monetization.
“Our focus remains on the tremendous opportunities associated with China’s fast growing smartphone market, especially the dramatic increase in the adoption of low-end smartphones. This strategy resulted in accelerated growth in the number of smartphone users which more than doubled quarter-over-quarter to over 20 million users. This strength continues to demonstrate the success of our multi-pronged approach for growing our smartphone business. More specifically, our partnerships with over 160 smartphone handset partners continues to provide immediate access to new users through direct pre-installations on smartphones. Also, our established offline presence through physical stores for application installation in partnership with Suning, one of China’s largest consumer electronics and appliance retailers, as well as provincial carrier stores has become an increasingly important growth avenue which has resulted in over 140,000 daily smartphone user additions. Looking ahead, as China’s smartphone market is increasingly driven by the adoption of low-end smartphones, we remain focused on the monetization opportunities available in this segment and are confident in our strategy to service these users, staying in front of China’s evolving marketplace.”
Carl Yeung, Chief Financial Officer of Sky-mobi, commented, “We were encouraged by our better-than-expected top line performance and the substantial improvement in operating profit and margins we experienced in the past quarter. In addition, through strategic analysis and disciplined investments, we continue to actively roll out our innovative growth initiatives that led to our improved quarter. As a result, we managed to maintain positive cashflow with our cash and deposits position growing to RMB608 million as of March 31, 2013. Given our recent success in navigating the macro shift to smartphones in China, we remain cautiously optimistic as we continue to adjust our model to better target these new emerging opportunities and improve shareholder value over the long term.”
“In addition, beginning this quarter we have started to disclose additional operating metrics for our smartphone operation. We believe this additional disclosure will help investors to better understand our progress in expanding our reach and audience footprint in the increasingly important smartphone business. Combined with our ongoing share repurchase program, we believe that these efforts demonstrate our commitment to generating shareholder value as well as confidence in achieving long-term growth.”
Financial Results for Fourth Quarter 2013
Total Revenues
Sky-mobi provides a revenue breakdown in two forms: by business unit and by source. Revenues by business unit are broken down into: “Application store revenues”, “Maopao Community revenues” and “Other revenues”.
Revenues by source are broken down into three categories: “Revenues collected from carrier channels”, “Revenues collected from third party channels”, and “Other revenues”.
| For the three months ended | |||
| March 31, | |||
| 2012 | 2013 | 2013 | |
| In thousands | (RMB) | (RMB) | (US$) |
| Revenues by source: | |||
| Revenues collected from carrier channels | 137,814 | 114,736 | 18,473 |
| Revenues collected from third party channels | 30,546 | 34,467 | 5,550 |
| Other revenues | 10,676 | 11,802 | 1,901 |
| Total revenues | 179,036 | 161,005 | 25,924 |
| For the three months ended | |||
| March 31, | |||
| 2012 | 2013 | 2013 | |
| In thousands | (RMB) | (RMB) | (US$) |
| Revenues by business unit: | |||
| Application store revenues | 129,675 | 105,395 | 16,969 |
| Maopao Community revenues | 38,685 | 43,808 | 7,054 |
| Other revenues | 10,676 | 11,802 | 1,901 |
| Total revenues | 179,036 | 161,005 | 25,924 |
The discussion and analysis below focuses on revenues by source, as the Company believes this metric is more useful to investors in analyzing and understanding its business model.
Total revenues for fourth quarter 2013 decreased 10.1% to RMB161.0 million (US$25.9 million) from RMB179.0 million in fourth quarter 2012. The Company currently derives all revenues from its feature phone business.
Revenues collected from carrier channels were RMB114.7 million (US$18.5 million) in fourth quarter 2013, representing 71.3% of total revenues, decreased 16.7% from RMB137.8 million in fourth quarter 2012. Sky-mobi had 1.7 billion user visits and 443.0 million downloads of applications and content from the feature phone Maopao application store in fourth quarter 2013, which decreased from 3.8 billion user visits and 924.7 million downloads in fourth quarter 2012. The decrease in revenues collected from carrier channels was primarily due to fewer user visits and downloads as a result of the anticipated on-going decline in the feature phone market, which was partially offset by higher user activity monetization rate as a result of direct cooperation with wireless carriers and improved content installations.
Revenues collected from third party channels were RMB34.5 million (US$ 5.6 million), up 12.8% from fourth quarter 2012 and contributing 21.4% of total revenues in fourth quarter 2013. The Company collected most of its Maopao Community revenues through this channel. Sky-mobi’s Maopao Community had 10.6 million active members and 608.2 million member log-ins during the fourth quarter 2013, representing a decrease from 17.3 million active members and 775.1 million member log-ins in the fourth quarter 2012. Revenues from the Maopao Community increased due to higher ARPU3 on the Company’s two most popular mobile social games, “Fantasy of Three Kingdoms” and “Fairy Magic World”, despite a decrease in the number of active members and log-ins. The Company expects the revenue contribution collected from third party channels to steadily increase in future quarters.
Other revenues consist of commissions from companies for using Maopao Platform to promote and sell applications (“promotion income”) as well as overseas revenues generated by the Company’s international mobile service providers. Other revenues were RMB11.8 million (US$1.9 million) in fourth quarter 2013, up from RMB10.7 million in fourth quarter 2012, primarily due to the Company’s strengthened efforts in developing its promotional services on the Maopao Platform as well as growth of its application store and related services outside of China.
Cost of Revenues and Gross Profit
Total cost of revenues for fourth quarter 2013 decreased 17.8% to RMB100.6 million (US$16.2 million) compared to RMB122.5 million in fourth quarter 2012.
Total non-IFRS cost of revenues for fourth quarter 2013 decreased 17.7% to RMB100.4 million (US$16.2 million) compared to RMB122.0 million in fourth quarter 2012.
| For the three months ended | |||
| March 31, | |||
| 2012 | 2013 | 2013 | |
| In thousands | (RMB) | (RMB) | (US$) |
| Cost of revenues: | |||
| Costs associated with payments to industry participants | 112,013 | 93,384 | 15,036 |
| Direct costs | 10,461 | 7,234 | 1,165 |
| Total cost of revenues: | 122,474 | 100,618 | 16,201 |
| Gross Margin | 31.6% | 37.5% | |
| Non-IFRS cost of revenues: | |||
| Costs associated with payments to industry participants | 112,013 | 93,384 | 15,036 |
| Direct costs | 10,032 | 7,022 | 1,131 |
| Total non-IFRS cost of revenues: | 122,045 | 100,406 | 16,167 |
| Non-IFRS Gross Margin | 31.8% | 37.6% | |
Non-IFRS cost of revenues is defined as cost of revenues excluding share-based compensation expenses. The discussion and analysis below focuses on non-IFRS cost of revenues, which the Company believes more accurately reflects the Company’s operating performance than IFRS cost of revenues.
Sky-mobi strengthened the cooperative relationship with China Mobile in fiscal year 2013 and was granted access to fee-collection codes from China Mobile, which enabled the Company to collect proceeds without having to use service providers as intermediaries. The Company will try to maximize its cooperation with China Mobile directly, as long as the data volume resources granted by China Mobile are not exceeded, to benefit from lower channel costs and faster collection of the proceeds.
Non-IFRS costs associated with payments to industry participants decreased 16.6% to RMB93.4 million (US$15.0 million) in fourth quarter 2013 compared to RMB112.0 million in fourth quarter 2012. This decrease was primarily due to reduced channel costs, which were in-line with the decline in revenues collected from those channels, costs savings from dealing directly with the mobile operators as well as improved cost controls on purchasing mobile content for feature phones. Approximately RMB2.0 million of accrued costs payable were reversed into cost of sales in fourth quarter 2012 while no such reversal occurred in fourth quarter 2013. Such accrued costs are not expected to recur in the current fiscal year.
Non-IFRS direct costs including salaries and benefits, depreciation, office expenses and utilities directly related to the operation of the Maopao application store and the Maopao Community decreased 30.0% to RMB7.0 million (US$1.1 million) in fourth quarter 2013 compared to RMB10.0 million in fourth quarter 2012. The decrease was primarily due to a reduction in overall headcount in the Company’s feature phone market business, which was in line with the Company’s strategy to focus on the smartphone market.
Non-IFRS gross profit for fourth quarter 2013 increased 6.3% to RMB60.6 million (US$9.8 million) compared to RMB57.0 million in fourth quarter 2012. Non-IFRS gross margin in fourth quarter 2013 was 37.6%, up from 31.8% in fourth quarter 2012, mainly due to the higher contribution of promotional income, which has a higher profit margin, as well as lower billing and transmission failure rates and cost savings from direct cooperation with China Mobile on the game platform.
Operating Expenses
Total operating expenses, primarily consisting of employee salaries and benefits, training expenses, travelling, entertainment and office related expenses, decreased 35.5% in fourth quarter 2013 to RMB30.7 million (US$4.9 million) from RMB47.6 million in fourth quarter 2012, primarily due to the decrease in headcount.
Total non-IFRS operating expenses were RMB27.2 million (US$4.4 million) in fourth quarter 2013, a decrease of 32.0% from RMB40.0 million in fourth quarter 2012.
| For the three months ended | |||
| March 31, | |||
| 2012 | 2013 | 2013 | |
| In thousands | (RMB) | (RMB) | (US$) |
| Operating expenses: | |||
| Research and development expenses | 20,203 | 6,049 | 974 |
| Sales and marketing expenses | 7,915 | 9,184 | 1,479 |
| General and administrative expenses | 19,277 | 17,267 | 2,781 |
| Other income and expense | 179 | (1,823) | (294) |
| Total operating expenses | 47,574 | 30,677 | 4,940 |
| Non-IFRS operating expenses: | |||
| Research and development expenses | 19,257 | 5,532 | 891 |
| Sales and marketing expenses | 7,507 | 9,038 | 1,456 |
| General and administrative expenses | 13,039 | 14,449 | 2,327 |
| Other income and expense | 179 | (1,823) | (294) |
| Total non-IFRS operating expenses | 39,982 | 27,196 | 4,380 |
Non-IFRS operating expenses are defined as operating expenses excluding share-based compensation expense. The discussion and analysis below focuses on non-IFRS operating expenses, which the Company believes are more useful to investors to understand the Company’s operating activities than IFRS operating expenses.
The Company’s employee headcount decreased 16.3% to 489 as of March 31, 2013 from 584 as of March 31, 2012 as described in the table below. The decrease in headcount was a result of the Company’s reorganization, which rebalanced the Company’s overall headcount to focus on smartphone application development and reducing resources allocated to the feature phone group.
The sharp decrease in research and development expenses was primarily due to RMB6 million reversal of accrued annual bonus in this quarter as a result of the performance review and office cost control measures in addition to the decrease in headcount.
| As of March 31, |
As of December 31, |
As of March 31, |
||
| 2012 | 2012 | 2013 | ||
| Headcount | ||||
| Operations | 115 | 97 | 78 | |
| Research and development | 293 | 248 | 218 | |
| Sales and marketing | 80 | 85 | 111 | |
| General and administrative | 96 | 91 | 82 | |
| Total Headcount | 584 | 521 | 489 | |
Net profit and EPS
Net profit in fourth quarter 2013 increased 151.7% to RMB30.2 million (US$4.9 million) from RMB12.0 million in fourth quarter 2012.
Non-IFRS net profit in fourth quarter 2013 increased 69.3% to RMB33.9 million (US$5.5 million) from RMB20.0 million in fourth quarter 2012.
Basic and diluted EPS in fourth quarter 2013 were RMB0.12 (US$0.02), which represent the equivalent of RMB0.95 (US$0.15) per ADS.
Non-IFRS basic and diluted EPS in fourth quarter 2013 were RMB0.13 (US$0.02), which represent the equivalent of RMB1.06 (US$0.17) per ADS.
The weighted average number of ADSs used to calculate basic and diluted earnings per ADS for fourth quarter 2013 were 31,529,139.
Common Shares
Sky-mobi had 250.4 million common shares outstanding as of March 31, 2013, or the equivalent of 31.3 million ADSs outstanding.
Other Operating Data
The following table sets forth total feature phone application store downloads and smart phone application store downloads for the periods indicated:
| For the three months ended | |||
| March 31, | |||
| In millions | 2012 | 2013 | % change |
| Feature Phone Application Store | |||
| User visits | 3,754.7 | 1,699.6 | -54.7% |
| Single-user application and content downloads | |||
| Single-player games | 366.8 | 166.6 | -54.6% |
| Other Single-user applications and content titles | 505.1 | 244.5 | -51.6% |
| Total Single-user application and content downloads | 871.9 | 411.1 | -52.9% |
| Multiplayer games downloads | 52.8 | 31.9 | -39.6% |
| Total Feature Phone application store downloads | 924.7 | 443.0 | -52.1% |
| For the three months ended |
||
| March 31, | ||
| In millions | 2013 | |
| Smart Phone Application Store | ||
| User visits | 251.8 | |
| Single-user application and content downloads | ||
| Single-player games | 32.6 | |
| Other Single-user applications and content titles | 52.4 | |
| Total Single-user application and content downloads | 85.0 | |
| Multiplayer games downloads | 0.4 | |
| Total Smart Phone application store downloads | 85.4 | |
The following table sets forth the number of registered, active members and member log-ins in our Maopao Community as of the dates indicated:
| As of March 31, | |||
| In millions | 2012 | 2013 | % change |
| Number of registered members | 170.6 | 248.3 | 45.5% |
| For the three months ended | |||
| March 31, | |||
| In millions | 2012 | 2013 | % change |
| Maopao Community | |||
| Number of active members | 17.3 | 10.6 | -38.7% |
| Number of member log-ins | 775.1 | 608.2 | -21.5% |
Business Outlook
For the fiscal first quarter 2014 ending June 30, 2013, Sky-mobi expects total revenues to be in the range of RMB 100 million to RMB 115 million.
These are Sky-mobi’s current projections, which are subject to change.
Recent Developments
In April, 2013, the Company announced that its board of directors has appointed Mr. Jimmy Lai, CPA, as the Company’s independent director and a member of the audit committee. Mr. Lai succeeds Mr. Fan Bao, who has resigned from his position as an independent director and a member of the audit committee due to personal reasons.
Mr. Jimmy Lai has more than twenty years of finance and leadership experience with leading gaming, mobile and technology companies in the United States and China. Mr. Lai recently served as the CFO of Gamewave Group Ltd, the largest web game provider and the leading provider of interactive entertainment services in China. Previously, he served as the CFO for several US-listed and private companies, including Daqo New Energy Corp, a leading polysilicon manufacturer based in China, and Linktone Ltd, a leading provider of interactive entertainment products and services in China. Earlier in his career, he worked in various financial roles at Semiconductor Manufacturing International Corp, one of the leading semiconductor foundries in the world, and AMX Corp, a leading global system control company. Mr. Lai received a MBA degree from the University of Texas at Dallas, and a bachelor’s degree in statistics from the National Cheng Kung University in Taiwan.
Conference Call and Webcast
Sky-mobi’s management team will host a conference call today May 13, 2013 at 8:00 AM EDT, (or 5:00 AM U.S. Pacific Standard Time and 8:00 PM, Beijing/Hong Kong time) to discuss the Company’s results. Listeners may access the call by dialing the following numbers:
| United States: | +1-646-254-3515 |
| International Toll Free: | +1-855-500-8701 |
| China Domestic: | 400-1200654 |
| Hong Kong: | +852-3051-2745 |
| Conference ID: | #59022897 |
The replay will be accessible through May 20, 2013 by dialing the following numbers:
| United States Toll Free: | +1- 855-452-5696 |
| International: | +61-2-8199-0299 |
| Conference ID: | #59022897 |
A webcast of the conference call will be available on the Company’s investor relations website at http://ir.sky-mobi.com
About Non-IFRS Financial Measures
To supplement its consolidated financial statements prepared in accordance with International Financial Reporting Standards, or IFRS, Sky-mobi uses several non-IFRS financial measures defined below. The Company believes management and investors benefit from non-IFRS financial measures in assessing the Company’s performance and prospects. Specifically, the Company believes that non-IFRS financial measures provide meaningful supplemental information regarding its performance by excluding certain items that may not be indicative of the Company’s operating performance.
The presentation of this additional information is not meant to be considered superior to, in isolation from or as a substitute for results prepared in accordance with IFRS. A limitation of using non-IFRS cost of revenues, gross profit, operating expenses, profit from operations, net profit and net profit per share is that these non-IFRS measures exclude share-based compensation expenses that have been and will continue to be for the foreseeable future a significant recurring expense. Management provides specific information regarding the IFRS amounts excluded from each non-IFRS measure. For more information on these non-IFRS financial measures, please see the tables containing reconciliations of non-IFRS financial measures to comparable IFRS measures in this release.
Definitions of Non-IFRS Measures
Non-IFRS cost of revenues is defined as cost of revenues excluding share-based compensation expenses.
Non-IFRS gross profit is defined as revenues less non-IFRS cost of revenues.
Non-IFRS operating expenses are defined as operating expenses excluding share-based compensation expenses.
Non-IFRS profit from operations is defined as Non-IFRS gross profit less non-IFRS operating expenses.
Non-IFRS net profit is defined as non-IFRS profit from operations plus/minus other gains or losses and share of results of associates, less impairment of investments in associates and income tax.
Non-IFRS basic and diluted earnings per common share/ADS are defined as non-IFRS net profit attributable to owners of the Company divided by weighted average outstanding shares/ADSs during the period.
Explanatory Notes
This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.2108 to US$1.00, the exchange rate at March 29, 2013 as set forth in the H.10 statistical release of the Federal Reserve Board.
When calculating the number of Maopao users, Sky-mobi counts an individual who uses a particular handset with a particular SIM card to access Maopao as one user. Therefore, an individual who accesses Maopao through one handset with two SIM cards separately will be counted as two users, while an individual who accesses Maopao through two handsets using the same SIM card will also be counted as two users.
The number of downloads of application and content titles on Maopao refers to the number of requests made by mobile users for downloading a particular application or a content title, or for authorization to access to a specified feature of a particular application or a content title from Maopao. A user may make multiple download requests for an application depending on the complexity of the application and whether interruptions occurred during the downloading process.
The number of active members of the Maopao Community refers to the number of registered members who logged on to the Maopao Community at least twice during a month for the relevant quarter.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by such terms as “may,” “will,” ”believes,” ”expects,” ”anticipates,” ”intends,” ”estimates,” “plans,” “continues” or other similar expressions, the negative of these terms, or other comparable terminology. Such statements, including the statements relating to the Company’s business outlook, are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Potential risks and uncertainties include the effectiveness, profitability, and marketability of the Company’s solutions; the Company’s limited operating history; measures introduced by the PRC government and mobile network operators aimed at mobile applications-related services; the Company’s revenue projections for future periods; the Company’s ability to maintain relationships with handset companies, content providers and payment service providers; its dependence on mobile service providers and mobile network operators for the collection of a substantial majority of its revenues; billing and transmission failures, which are often beyond the Company’s control; its ability to compete effectively; its ability to capture opportunities in the growing smart phone market; its ability to obtain and maintain applicable permits and approvals; general economic and business conditions; the volatility of the Company’s operating results and financial condition; the Company’s ability to attract or retain qualified senior management personnel and research and development staff; and other risks described in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 20-F filed on June 29, 2012.These forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company and its industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
About Sky-mobi Limited
Sky-mobi Limited operates the leading mobile application store in China in terms of the user visits to the Company’s Maopao application store. The Company works with handset companies to pre-install its Maopao mobile application store on handsets and with content providers to provide users with applications and content titles. Users of its Maopao store can browse, download, and enjoy a range of applications and content, such as single-player games, mobile music, and books. The Company’s Maopao store enables mobile applications and content to be downloaded and run on various mobile handsets with different hardware and operating system configurations. The Company also operates a mobile social network community in China, the Maopao Community, where it offers mobile social games, as well as applications and content with social network functions to its registered members. The Company is based in Hangzhou, the People’s Republic of China. For more information, please visit: www.sky-mobi.com.
1Non-IFRS figures exclude share-based compensation expenses. Please see “About Non-IFRS Financial Measures” in this release for more information.
2American Depositary Shares (“ADSs”) are traded on the NASDAQ Global Market, each of which represents eight common shares of the Company.
3ARPU represents average revenue per user.
FINANCIAL TABLES FOLLOW
| Sky-mobi Limited | ||||||
| Unaudited Consolidated Statements of Comprehensive Income (IFRS) | ||||||
| For the three months ended | For the year ended | |||||
| March 31, | March 31, | |||||
| 2012 | 2013 | 2013 | 2012 | 2013 | 2013 | |
| In thousands | (RMB) | (RMB) | (US$) | (RMB) | (RMB) | (US$) |
| (Except for share and per share data) | ||||||
| Revenues | 179,036 | 161,005 | 25,924 | 685,563 | 601,107 | 96,784 |
| Cost of revenues | (122,474) | (100,618) | (16,201) | (471,025) | (418,780) | (67,428) |
| Gross profit | 56,562 | 60,387 | 9,723 | 214,538 | 182,327 | 29,356 |
| Research and development expenses | (20,203) | (6,049) | (974) | (71,088) | (73,027) | (11,758) |
| Sales and marketing expenses | (7,915) | (9,184) | (1,479) | (37,361) | (35,369) | (5,695) |
| General and administrative expenses | (19,277) | (17,267) | (2,781) | (83,996) | (69,491) | (11,189) |
| Other income and expense | (179) | 1,823 | 294 | 3,675 | 2,320 | 374 |
| Total operating expenses | (47,574) | (30,677) | (4,940) | (188,770) | (175,567) | (28,268) |
| Profit from operations | 8,988 | 29,710 | 4,783 | 25,768 | 6,760 | 1,088 |
| Other gains and losses | 3,983 | 3,696 | 596 | 11,649 | 15,531 | 2,502 |
| Impairment of investments in associates | — | (1,367) | (221) | — | (1,367) | (221) |
| Share of results of associates | (151) | 494 | 80 | (886) | (935) | (151) |
| Profit before tax | 12,820 | 32,533 | 5,238 | 36,531 | 19,989 | 3,218 |
| Income tax expenses | (827) | (2,342) | (377) | (3,602) | (2,733) | (440) |
| Profit for the period | 11,993 | 30,191 | 4,861 | 32,929 | 17,256 | 2,778 |
| Total comprehensive profit for the period | 11,993 | 30,191 | 4,861 | 32,929 | 17,256 | 2,778 |
| Profit and total comprehensive income attributable to: | 12,003 | 30,232 | 4,868 | 32,969 | 17,112 | 2,755 |
| – Owners of the Company | ||||||
| – Non-controlling interests | (10) | (41) | (7) | (40) | 144 | 23 |
| 11,993 | 30,191 | 4,861 | 32,929 | 17,256 | 2,778 | |
| Earnings per common share | ||||||
| Basic | 0.13 | 0.12 | 0.02 | 0.13 | 0.07 | 0.01 |
| Diluted | 0.13 | 0.12 | 0.02 | 0.13 | 0.07 | 0.01 |
| Weight average number of ADS | ||||||
| Basic | 32,193,345 | 31,552,403 | 32,178,563 | 32,095,966 | ||
| Diluted | 32,193,345 | 31,552,403 | 32,283,795 | 32,095,966 | ||
| Weight average number of shares | ||||||
| Basic | 257,546,760 | 252,419,221 | 257,428,502 | 256,767,732 | ||
| Diluted | 257,546,760 | 252,419,221 | 258,270,359 | 256,767,732 | ||
| Unaudited Reconciliations of non-IFRS financial measures | ||||||
| to comparable IFRS financial measures | ||||||
| For the three months ended | For the year ended | |||||
| March 31, | March 31, | |||||
| 2012 | 2013 | 2013 | 2012 | 2013 | 2013 | |
| In thousands | (RMB) | (RMB) | (US$) | (RMB) | (RMB) | (US$) |
| (Except for share and per share data) | ||||||
| IFRS cost of revenues | (122,474) | (100,618) | (16,201) | (471,025) | (418,780) | (67,428) |
| Less: share-based compensation expenses | 429 | 212 | 34 | 2,939 | 2,473 | 398 |
| Non-IFRS cost of revenues | (122,045) | (100,406) | (16,167) | (468,086) | (416,307) | (67,030) |
| IFRS gross profit | 56,562 | 60,387 | 9,723 | 214,538 | 182,327 | 29,356 |
| Add: share-based compensation expenses | 429 | 212 | 34 | 2,939 | 2,473 | 398 |
| Non-IFRS gross profit | 56,991 | 60,599 | 9,757 | 217,477 | 184,800 | 29,754 |
| Total IFRS operating expenses | (47,574) | (30,677) | (4,940) | (188,770) | (175,567) | (28,268) |
| Less: share-based compensation expenses | 7,592 | 3,481 | 560 | 42,744 | 21,984 | 3,540 |
| Total non-IFRS operating expenses | (39,982) | (27,196) | (4,380) | (146,026) | (153,583) | (24,728) |
| IFRS profit from operations | 8,988 | 29,710 | 4,783 | 25,768 | 6,760 | 1,088 |
| Add: share-based compensation expenses | 8,021 | 3,693 | 594 | 45,683 | 24,457 | 3,938 |
| Non-IFRS profit from operations | 17,009 | 33,403 | 5,377 | 71,451 | 31,217 | 5,026 |
| IFRS net profit for the period | 11,993 | 30,191 | 4,861 | 32,929 | 17,256 | 2,778 |
| Add: share-based compensation expenses | 8,021 | 3,693 | 594 | 45,683 | 24,457 | 3,938 |
| Non-IFRS net profit for the period | 20,014 | 33,884 | 5,455 | 78,612 | 41,713 | 6,716 |
| Non-IFRS earnings per common share | ||||||
| Basic | 0.30 | 0.13 | 0.02 | 0.31 | 0.16 | 0.03 |
| Diluted | 0.30 | 0.13 | 0.02 | 0.30 | 0.16 | 0.03 |
| Weight average number of shares | ||||||
| Basic | 257,546,760 | 252,419,221 | 257,428,502 | 256,767,732 | ||
| Diluted | 257,546,760 | 252,419,221 | 258,270,359 | 256,767,732 | ||
| Sky-mobi Limited | |||
| Unaudited Consolidated Statements of Financial Position (IFRS) | |||
| As of | As of | ||
| December 31, | March 31, | March 31, | |
| 2012 | 2013 | ||
| In thousands | (RMB) | (RMB) | (US$) |
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 40,952 | 135,025 | 21,740 |
| Term deposits | 563,482 | 473,277 | 76,202 |
| Trade and other receivables | 75,929 | 81,009 | 13,043 |
| Amounts due from related parties | 1,126 | 523 | 84 |
| Total current assets | 681,489 | 689,834 | 111,069 |
| Non-current assets | |||
| Property and equipment | 20,116 | 15,170 | 2,443 |
| Investments in associates | 13,609 | 22,371 | 3,602 |
| Available-for-sale investments | 7,195 | 7,167 | 1,154 |
| Prepayment for investment | — | 3,000 | 483 |
| Other non-current assets | 3,490 | 3,303 | 532 |
| Deferred tax assets | 2,210 | 1,765 | 284 |
| Total non-current assets | 46,620 | 52,776 | 8,498 |
| Total assets | 728,109 | 742,610 | 119,567 |
| EQUITY AND LIABILITIES | |||
| Current liabilities | |||
| Trade and other payables | 137,431 | 122,119 | 19,662 |
| Income tax liabilities | 2,889 | 4,787 | 771 |
| Amounts due to related parties | 956 | 4,054 | 653 |
| Deferred revenue | 10,127 | 9,062 | 1,459 |
| Total current liabilities | 151,403 | 140,022 | 22,545 |
| Total liabilities | 151,403 | 140,022 | 22,545 |
| Equity | |||
| Share capital | 92 | 89 | 14 |
| Share premium | 626,498 | 625,651 | 100,736 |
| Reserves | 176,178 | 172,718 | 27,809 |
| Treasury stock | (3) | (2) | (0) |
| Deficit | (228,058) | (197,826) | (31,852) |
| Equity attributable to owners of the Company | 574,707 | 600,630 | 96,707 |
| Non-controlling interests | 1,999 | 1,958 | 315 |
| Total equity | 576,706 | 602,588 | 97,022 |
| Total equity and liabilities | 728,109 | 742,610 | 119,567 |
CONTACT: Sky-mobi Limited
Mr. Carl Yeung, CFO
Phone: + (86) 571-87770978 (China)
Email: investor.relations@sky-mobi.com
ICR Inc
Jeremy Peruski, Senior Vice President
Phone: + (1) (646) -915-1615 (US)
Email: investor.relations@sky-mobi.com
Pointer (PNTR) Reports Q1 2013 Financial Results
– Revenues of $22.1 million – Adjusted EBITDA – $2.8 million in Q1 2013 – Non-GAAP net income of $1.8 million in Q1 2013
ROSH HAAYIN, Israel, May 13, 2013 /PRNewswire/ — Pointer Telocation Ltd. (Nasdaq CM: PNTR) – a leading developer, manufacturer and operator of Mobile Resource Management (MRM) and roadside assistance services for the automotive industry, announced today its financial results for the first quarter of 2013.
Financial Highlights
Revenues: Pointer’s revenues for the first quarter of 2013 increased 2% to $22.1 million as compared to $21.6 million in the first quarter of 2012.
International activities for the first quarter of 2013 were 27% of total revenues same as in the comparable period of 2012.
Revenues from products in the first quarter of 2013 decreased 5% to $7.4 million (34% of revenues) compared to $7.8 million (36% of revenues) in the same period in 2012.
Pointer’s revenues from services in the first quarter of 2013 increased 7% to $14.7 million (66% of revenues) compared to $13.8 million (64% of revenues), in the comparable period of 2012.
Gross Profit: In the first quarter of 2013, gross profit was $7.2 million (33% of revenues) compared to $7.5 million (35% of revenues) in the first quarter of 2012.
Operating Income: Operating income increased 7% to $1.5 million in the first quarter of 2013 compared to $1.4 million in the first quarter of 2012.
Net Income: Pointer recorded net income of $0.8 million or $0.14 per share in the first quarter of 2013 compared to $0.2 million, or $0.03 per share, in the first quarter of 2012.
Non GAAP net income: Pointer recorded non-GAAP net income of $1.8 million in the first quarter of 2013, increase of 20% as compared to non-GAAP net income of $1.5 million in the first quarter of 2012.
Adjusted EBITDA: Pointer’s adjusted EBITDA for the first quarter of 2013 was $2.8 million same as in the first quarter of 2012.
David Mahlab, Pointer’s Chief Executive Officer, commented on the results: “We have continued to improve our performance with emphasis on profitability, which has improved while maintaining stability in our top line. We continue to face tough economic conditions worldwide, mainly in Europe. As a result, we have experienced recent prices and margins erosion as reflected in our gross margin performance although the overall company performance continues to improve. We are working intensively toward additional product releases later this year, both in technology and in services, which should enable us to maintain our market position and continue improving. While we are currently focusing our marketing efforts in Latin America on both the services and technology sides of our business, we keep exploring for growth opportunities in additional markets.”
Conference Call Information:
Pointer Telocation’s management will host today, Monday, May 13th, 2013 a conference call with the investment community to review and discuss the financial results, and will also be available to answer questions.
The conference call will commence at 9:30 AM EDT, 16:30 PM Israel time.
To participate in the call, please dial in to one of the teleconferencing numbers below. Please begin placing your call at least 5 minutes before the time set for the commencement of the conference call.
From USA: + 1-800-896-9108, From Israel: 03-918-0688
A replay will be available from May 14th, 2013 at the company website: www.pointer.com
Reconciliation between results on a GAAP and Non-GAAP basis.
Reconciliation between results on a GAAP and Non-GAAP basis is provided in a table immediately following the Condensed Interim Consolidated Statements of Cash Flows.
Pointer uses adjusted EBITDA and non-GAAP net income as a non-GAAP financial performance measurement.
We calculate adjusted EBITDA by adding back to net income, net loss from discontinued operations, financial expenses, taxes, depreciation, the effects of non-cash stock-based compensation expense, amortization and non-cash impairment of goodwill and intangible assets.
We calculate non-GAAP net income by adding back to net income, net loss from discontinued operations, the effects of non-cash stock based compensation expenses, amortization of intangibles related to acquisitions and non-cash tax expenses resulting from timing differences relating to the amortization of acquisition-related intangible assets and goodwill.
The purpose of such adjustments is to give an indication of our performance exclusive of non-GAAP charges that are considered by management to be outside of our core operating results.
Adjusted EBITDA and non-GAAP net income are provided to investors to complement results provided in accordance with GAAP, as management believes the measure helps illustrate underlying operating trends in the Company’s business and uses the measure to establish internal budgets and goals, manage the business and evaluate performance. We believe that these non-GAAP measures help investors to understand our current and future operating cash flow and performance, especially as our acquisitions have resulted in amortization and non-cash items that have had a material impact on our GAAP profits. Adjusted EBITDA and non GAAP net income should not be considered in isolation or as a substitute for comparable measures calculated and should be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies.
About Pointer Telocation:
Pointer Telocation is a leading provider of technology and services to the automotive and insurance industries, offering a set of services including Road Side Assistance, Stolen Vehicle Recovery and Fleet Management. Pointer has a growing list of customers and products installed in more than 45 countries. Cellocator, a Pointer Products Division, is a leading AVL (Automatic Vehicle Location) solutions provider for stolen vehicle retrieval, fleet management, car & driver safety, public safety, vehicle security and more. The Company’s top management and the development center are located in the Afek Industrial Area of Rosh Ha’ayin, Israel.
For more information: http://www.pointer.com
Forward Looking Statements
This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of the Company. The words “believe,” “expect,” “anticipate,” “intend,” “seems,” “plan,” “aim,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of the Company with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in the markets in which the Company operates and in general economic and business conditions, loss or gain of key customers and unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, both referenced and not referenced in this press release. Various risks and uncertainties may affect the Company and its results of operations, as described in reports filed by the Company with the Securities and Exchange Commission from time to time. The Company does not assume any obligation to update these forward-looking statements.
| Contact: | |
| Zvi Fried, V.P. and Chief Financial Officer | Chen Livne, Gelbart-Kahana Investor Relations |
| Tel: 972-3-572 3111 | Tel: 972-3-607 4717, +972-54-302 2983 |
| E-mail: zvif@pointer.com | E-mail: chen@gk-biz.com |
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||
| INTERIM CONSOLIDATED BALANCE SHEETS | ||||
| U.S. dollars in thousands | ||||
| March 31, 2013 | December 31, 2012 | |||
| Unaudited | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ 2,330 | $ 3,685 | ||
| Restricted cash | 103 | 108 | ||
| Trade receivables | 18,548 | 16,215 | ||
| Other accounts receivable and prepaid expenses | 2,477 | 2,069 | ||
| Inventories | 4,144 | 3,982 | ||
| Total current assets | 27,602 | 26,059 | ||
| LONG-TERM ASSETS: | ||||
| Long-term accounts receivable | 552 | 582 | ||
| Severance pay fund | 9,458 | 9,034 | ||
| Property and equipment, net | 10,093 | 10,364 | ||
| Investment and long term loans to affiliate | 921 | 814 | ||
| Other intangible assets, net | 1,887 | 2,242 | ||
| Goodwill | 48,231 | 47,190 | ||
| Total long-term assets | 71,142 | 70,226 | ||
| Total assets | $ 98,744 | $ 96,285 | ||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||
| INTERIM CONSOLIDATED BALANCE SHEETS | ||||
| U.S. dollars in thousands (except share and per share data) | ||||
| March 31, | December 31, | |||
| 2013 | 2012 | |||
| Unaudited | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Short-term bank credit and current maturities of long-term loans | $ 9,622 | $ 11,129 | ||
| Trade payables | 11,338 | 11,248 | ||
| Deferred revenues and customer advances | 9,605 | 6,954 | ||
| Other accounts payable and accrued expenses | 6,291 | 7,251 | ||
| Total current liabilities | 36,856 | 36,582 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans from banks | 9,003 | 9,339 | ||
| Long-term loans from shareholders and others | 927 | 925 | ||
| Deferred tax and other long-term liabilities | 4,008 | 3,765 | ||
| Accrued severance pay | 10,739 | 10,328 | ||
| 24,677 | 24,357 | |||
| COMMITMENTS AND CONTINGENT LIABILITIES | ||||
| EQUITY: | ||||
| Pointer Telocation Ltd’s shareholders’ equity: | ||||
| Share capital | 3,871 | 3,871 | ||
| Additional paid-in capital | 120,655 | 120,290 | ||
| Accumulated other comprehensive income | 1,514 | 1,127 | ||
| Accumulated deficit | (94,733) | (95,540) | ||
| Total Pointer Telocation Ltd’s shareholders’ equity | 31,307 | 29,748 | ||
| Non-controlling interest | 5,904 | 5,598 | ||
| Total equity | 37,211 | 35,346 | ||
| Total liabilities and equity | $ 98,744 | $ 96,285 | ||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||||
| INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| U.S. dollars in thousands | ||||||
| Three months endedMarch 31, | Year ended December 31, | |||||
| 2013 | 2012 | 2012 | ||||
| Unaudited | ||||||
| Revenues: | ||||||
| Products | $ 7,422 | $ 7,825 | $ 30,402 | |||
| Services | 14,723 | 13,783 | 54,430 | |||
| Total revenues | 22,145 | 21,608 | 84,832 | |||
| Cost of revenues: | ||||||
| Products | 4,381 | 4,625 | 17,988 | |||
| Services | 10,560 | 9,427 | 38,573 | |||
| Amortization and impairment of intangible assets | – | 60 | 181 | |||
| Total cost of revenues | 14,941 | 14,112 | 56,742 | |||
| Gross profit | 7,204 | 7,496 | 28,090 | |||
| Operating expenses: | ||||||
| Research and development | 670 | 716 | 2,716 | |||
| Selling and marketing | 2,325 | 2,259 | 9,067 | |||
| General and administrative | 2,283 | 2,588 | 9,232 | |||
| Amortization of intangible assets | 381 | 504 | 1,987 | |||
| Total operating expenses | 5,659 | 6,067 | 23,002 | |||
| Operating income | 1,545 | 1,429 | 5,088 | |||
| Financial expenses, net | 338 | 465 | 1,628 | |||
| Other income (expenses), net | 6 | (7) | (5) | |||
| Income before taxes on income | 1,213 | 957 | 3,455 | |||
| Taxes on income | 164 | 289 | 861 | |||
| Income after taxes on income | 1,049 | 668 | 2,594 | |||
| Equity in gains (losses) of affiliate | 112 | (48) | 38 | |||
| Income from continuing operations | 1,161 | 620 | 2,632 | |||
| Loss from discontinued operations, net | – | 182 | 995 | |||
| Net income | $ 1,161 | $ 438 | $ 1,637 | |||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||||
| INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| U.S. dollars in thousands | ||||||
| Three months endedMarch 31, | Year ended December 31, | |||||
| 2013 | 2012 | 2012 | ||||
| Unaudited | ||||||
| Other comprehensive income (loss): | ||||||
| Currency translation adjustments of foreign operations | $ 695 | $ 655 | $ 299 | |||
| Realized losses (gains) on derivatives designated as cash flowhedges | (24) | (79) | 224 | |||
| Unrealized losses on derivatives designated as cash flowhedges | – | 263 | 14 | |||
| Total comprehensive income | 1,832 | 1,277 | 2,174 | |||
| Profit from continuing operations attributable to: | ||||||
| Equity holders of the parent | 807 | 301 | 1,833 | |||
| Non-controlling interests | 354 | 319 | 799 | |||
| 1,161 | 620 | 2,632 | ||||
| Loss from discontinued operations attributable to: | ||||||
| Equity holders of the parent | – | 138 | 630 | |||
| Non-controlling interests | – | 44 | 365 | |||
| – | $ 182 | $ 995 | ||||
| Total comprehensive income attributable to: | ||||||
| Equity holders of the parent | $ 1,194 | $ 746 | $ 1,493 | |||
| Non-controlling interests | 638 | 531 | 681 | |||
| $ 1,832 | $ 1,277 | $ 2,174 | ||||
| Earnings per share attributable to Pointer Telocation Ltd’sshareholders: | ||||||
| Basic net earnings per share | $ 0.14 | $ 0.03 | $ 0.23 | |||
| Diluted net earnings per share | $ 0.14 | $ 0.03 | $ 0.23 | |||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||||
| INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| U.S. dollars in thousands | ||||||
| Three months endedMarch 31, | Year ended December 31, | |||||
| 2013 | 2012 | 2012 | ||||
| Unaudited | ||||||
| Cash flows from operating activities: | ||||||
| Net income | $ 1,161 | $ 438 | $ 1,637 | |||
| Adjustments required to reconcile net income to net cashprovided by operating activities: | ||||||
| Depreciation, amortization and impairment | 1,083 | 1,350 | 5,546 | |||
| Accrued interest and exchange rate changes of debentureand long-term loans | (24) | 14 | 118 | |||
| Accrued severance pay, net | (40) | (37) | 91 | |||
| Gain from sale of property and equipment, net | (68) | (38) | (271) | |||
| Equity in losses (gains) of affiliate | (112) | 48 | (38) | |||
| Amortization of stock-based compensation | 33 | 101 | 265 | |||
| Decrease in restricted cash | 5 | 2 | 15 | |||
| Increase in trade receivables, net | (2,013) | (3,038) | (1,572) | |||
| Decrease (increase) in other accounts receivable andprepaid expenses | (393) | (259) | 46 | |||
| Decrease (increase) in inventories | (53) | 802 | 395 | |||
| Write-off of inventories | 18 | – | 337 | |||
| Deferred income taxes | 161 | – | 847 | |||
| Decrease in long-term accounts receivable | 23 | 156 | 234 | |||
| Increase (decrease) in trade payables | (178) | 165 | 965 | |||
| Increase (decrease) in other accounts payable and accruedexpenses | 1,416 | 1,832 | (274) | |||
| Net cash provided by operating activities | 1,019 | 1,536 | 8,341 | |||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (1,027) | (1,307) | (4,033) | |||
| Proceeds from sale of property and equipment | 670 | 432 | 1,733 | |||
| Investment and loans/Repayments in affiliate | 32 | (729) | (669) | |||
| Acquisition of subsidiary (a) | – | (251) | (251) | |||
| Purchase of business activity (b) | – | (3,125) | (3,125) | |||
| Net cash used in investing activities | (325) | (4,980) | (6,345) | |||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||||
| INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| U.S. dollars in thousands | ||||||
| Three months endedMarch 31, | Year ended December 31, | |||||
| 2013 | 2012 | 2012 | ||||
| Unaudited | ||||||
| Cash flows from financing activities: | ||||||
| Repayment of long-term loans from banks | (3,175) | (2,607) | (12,253) | |||
| Repayment of long-term loans from others | (3) | – | – | |||
| Receipt of long-term loans from banks | 1,348 | 3,181 | 11,670 | |||
| Dividend paid to the non-controlling interest | – | – | (1,215) | |||
| Proceeds from issuance of shares and exercise of warrants | – | 5 | 1,945 | |||
| Short-term bank credit, net | (376) | 2,130 | (345) | |||
| Net cash provided by (used in) financing activities | (2,206) | 2,709 | (198) | |||
| Effect of exchange rate changes on cash and cash equivalents | 157 | 31 | 419 | |||
| Decrease in cash and cash equivalents | (1,355) | (704) | 2,217 | |||
| Cash and cash equivalents at the beginning of the period | 3,685 | 1,468 | 1,468 | |||
| Cash and cash equivalents at the end of the period | $ 2,330 | $ 764 | $ 3,685 | |||
| Three months endedMarch 31, | Year ended December 31, | |||||||
| 2013 | 2012 | 2012 | ||||||
| (a) | Acquisition of subsidiary: | |||||||
| Property and equipment | $ – | $ 22 | $ 22 | |||||
| Technology | – | 58 | 58 | |||||
| Goodwill | – | 304 | 304 | |||||
| Minority Interest | – | (133) | (133) | |||||
| $ – | $ 251 | $ 251 | ||||||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||||||
| INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| U.S. dollars in thousands | ||||||||
| Three months endedMarch 31, | Year ended December 31, | |||||||
| 2013 | 2012 | 2012 | ||||||
| (b) | Purchase of activity: | |||||||
| Working capital | $ – | $ 27 | $ 27 | |||||
| Property and equipment | – | 112 | 112 | |||||
| Customer list | – | 1,364 | 1,364 | |||||
| Goodwill | – | 1,669 | 1,669 | |||||
| Accrued severance pay, net | – | (23) | (23) | |||||
| Minority InterestEmployees accruals | – | (24) | (24) | |||||
| $ – | $ 3,125 | $ 3,125 | ||||||
| POINTER TELOCATION LTD. AND ITS SUBSIDIARIES | ||||||||
| ADDITIONAL INFORMATION | ||||||||
| U.S. dollars in thousands | ||||||||
| The following table reconciles the GAAP to non-GAAP operating results: | ||||||||
| Adjusted EBITDA | ||||||||
| Three months endedMarch 31, | Year ended December 31, | |||||||
| 2013 | 2012 | 2012 | ||||||
| GAAP Net income as reported: | $ 1,161 | $ 438 | $ 1,637 | |||||
| Financial expenses, net | 338 | 470 | 1,628 | |||||
| Tax on income | 164 | 289 | 861 | |||||
| Loss from discontinued operations, net | – | 182 | 995 | |||||
| Stock based compensation expenses | 33 | 101 | 265 | |||||
| Depreciation, amortization and impairment | 1,083 | 1,338 | 5,198 | |||||
| $ 2,779 | $ 2,818 | $ 10,584 | ||||||
| Non GAAP Net income | ||||||||
| Three months endedMarch 31, | Year ended December 31, | |||||||
| 2013 | 2012 | 2012 | ||||||
| GAAP Net income as reported: | $ 1,161 | $ 438 | $ 1,637 | |||||
| amortization and impairment of intangible assets | 381 | 564 | 2,168 | |||||
| Loss from discontinued operations, net | – | 182 | 995 | |||||
| Stock based compensationexpenses | 33 | 101 | 265 | |||||
| non-cash tax expenses (income) resulting from timingdifferences relating to the amortization of acquisition-
related intangible assets and goodwill |
248 | 218 | 819 | |||||
| $ 1,823 | $ 1,503 | $ 5,884 | ||||||
PITOOEY! (PTOO) Sponsors Scottsdale Area Chamber Of Commerce Golf Tournament
PHOENIX, May 13, 2013 /PRNewswire/ — PITOOEY!,(TM) Inc. (OTCBB: PTOO), a complete digital marketing agency, was a proud sponsor of the Scottsdale Area Chamber of Commerce’s Annual Golf Tournament on Friday, May 3rd at the McCormick Ranch Golf Club.
“The tournament was a huge success! Besides being a picture-perfect ‘Chamber of Commerce day’ for golf, we had great sponsorships and sold-out the event,” said Anna Mineer, the Chamber’s Signature Events Manager.
“PITOOEY! used this event to grow awareness of the PITOOEY! App, as well as services available from Choice One Mobile, a wholly-owned subsidiary of PITOOEY!, Inc.,” remarked David Sonkin, President of PITOOEY!, Inc. “The tournament is a great way for PITOOEY! to support our community by helping like-minded organizations, such as the Chamber. We share a common mission with Chambers of Commerce in that we all want to help businesses grow and succeed. That’s the most important feature of the PITOOEY! App.”
The winning corporate challenge team was from the Scottsdale offices of Colorado-based FirstBank. The charity cup winnings were divided equally between the Scottsdale Chamber Foundation and the Scottsdale Boys & Girls Club of America at the direction of Bryce Lloyd, FirstBank president. The scramble tournament winners were the team from the Scottsdale branch of Two Men and A Truck, with a score of 55.
“The beauty of these events is that 100 percent of the proceeds are returned to the community,” according to Scottsdale Chamber President & CEO, Rick Kidder. “This year’s corporate Challenge team decided that the funds would benefit the Scottsdale Boys & Girls Clubs, with the balance going to the Chamber Foundation in support of the many projects that we sponsor and support throughout the year.”
With the help of over 20 volunteers, this sold-out tournament raised record funds for this long-standing event. Already scheduled and anticipated is next year’s event, Friday, May 2, 2014.
To download the PITOOEY! App on your iPhone, go to http://itun.es/us/ilLxJ.i
For further information, please visit www.PITOOEY.com
About PITOOEY!(TM), Inc.
PITOOEY!, Inc. is a complete digital marketing agency offering businesses unique service packages based on the clients’ desires and the type of following or “reach” they would like to establish. PITOOEY! filters and analyzes the clients’ particular needs through three wholly-owned subsidiaries to provide the perfect fit: PITOOEY! Mobile Inc., Choice One Mobile Inc., and Rockstar Digital Inc.
For more information, please visit:
www.pitooey.com
www.choiceonemobile.com
www.rockstar-digital.com
To like our Facebook page or follow us on Twitter, visit: www.facebook.com/pitooeyapp or www.twitter.com/pitooey
About the Scottsdale Area Chamber of Commerce
The Scottsdale Area Chamber of Commerce is the largest business organization in Scottsdale providing advocacy, education, networking, leadership and exposure opportunities to their member businesses. The Chamber actively works to maintain Scottsdale’s high quality of life and create an environment where business innovation, excellence and entrepreneurship can thrive. The Chamber is a non-profit, membership-driven organization representing a diverse mix of businesses and individuals. We are the 2nd largest chamber in the state and committed to our community, committed to serving our members and committed to business success. Learn more at www.scottsdalechamber.com
Safe Harbor
This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief, or current expectations of PITOOEY!, Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond PITOOEY!, Inc.’s ability to control and their actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in PITOOEY!, Inc.’s filings with the Securities and Exchange Commission.
For further information contact:
PITOOEY!, Inc.
Public Relations and Shareholder Information
Eddie Cruz
Phone: (800) 268-4557
Email: InvestorRelations@PITOOEY.com
Chanticleer (HOTR) to Participate in the B. Riley & Co. 14th Annual Investor Conference
CHARLOTTE, NC –(Marketwired – May 13, 2013) – Chanticleer Holdings, Inc. (NASDAQ: HOTR) (“Chanticleer Holdings” or “the Company”), a franchisee of international Hooters restaurants and a minority owner in the privately held parent company of the Hooters® brand, Hooters of America, will be participating in the B. Riley & Co. 14th Annual Investor Conference in Santa Monica, California, on May 20, 2013 at 1:30 p.m. Pacific Time.
Mike Pruitt, CEO of Chanticleer, will be delivering a presentation and updating investors on the company’s operations. The presentation will be webcast live, available for replay 24 hours after the presentation, and archived for 90 days. To access the presentation, please go to the following link:
http://www.brileyconference.com/2013/register/profile.php?ticker=HOTR
About Chanticleer Holdings, Inc.
Chanticleer Holdings (HOTR) is a franchisee of international Hooters® restaurants is focused on expanding the Hooters® casual dining restaurant brand in international emerging markets. Chanticleer currently owns in whole or part of the exclusive franchise rights to develop and operate Hooters restaurants in South Africa, Hungary and parts of Brazil, and has joint ventured with the current Hooters franchisee in Australia, while evaluating several additional international opportunities. The Company currently owns and operates in whole or part of six Hooters restaurants in its international franchise territories: Durban, Johannesburg, Cape Town and Emperor’s Palace in South Africa; Campbelltown in Australia; and Budapest in Hungary. Chanticleer maintains a minority ownership stake in Hooters of America and its CEO, Mike Pruitt, is also a member of Hooters’ Board of Directors. Hooters of America is an operator and the franchisor of over 430 Hooters® restaurants in 28 countries.
For further information, please visit www.chanticleerholdings.com
Facebook: www.Facebook.com/ChanticleerHOTR
Twitter: http://Twitter.com/ChanticleerHOTR
For further information on Hooters of America, visit www.Hooters.com
Facebook: www.Facebook.com/Hooters
Twitter: http://Twitter.com/Hooters
Forward-Looking Statements:
Any statements that are not historical facts contained in this release are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date the statements were made, and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
Contact:
Chanticleer Holdings, Inc.
Mike Pruitt
Chairman/CEO
Phone: 704.366.5122 x 1
mp@chanticleerholdings.com
Dian Griesel Inc.
Investor Relations:
Cheryl Schneider
cschneider@dgicomm.com
Public Relations:
Enrique Briz
ebriz@dgicomm.com
212.825.3210
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