Archive for June, 2013
Agilysys (AGYS) Q4 Revenue Increases 21% to $63.0 Million
Agilysys, Inc. (Nasdaq: AGYS), a leading developer and provider of innovative information technology, services and solutions for the hospitality industry, today reported operating results for its fiscal 2013 fourth quarter and full year ended March 31, 2013.
On June 3, 2013, the Company announced that it entered into a definitive agreement to divest its Retail Solutions Group (“RSG”) to an affiliate of Clearlake Capital Group, L.P., for total cash consideration of approximately $34.55 million, subject to customary closing conditions. All financial results presented below are inclusive of contributions from RSG, reflecting the timing of the proposed transaction, which is expected to close later this summer. Following the completion of the proposed transaction, and accounting for the acquisition of the assets of TimeManagement Corporation announced earlier this week, Agilysys will have approximately $108 million in cash and cash equivalents, representing approximately $4.80 per common share outstanding, and no debt. Going forward, Agilysys will focus exclusively on providing innovative software enabled solutions to the hospitality industry.
Summary of Fiscal 2013 Fourth Quarter Financial Results
- Total net revenue increased $11.0 million, or 21%, to $63.0 million from $52.0 million in the prior-year period. Revenues for the Company’s Hospitality segment increased $0.6 million, or 3%, year over year, while revenues for the Company’s Retail segment grew $10.4 million, or 36%, from the prior-year period.
- Recurring revenues (comprised of support, maintenance and subscription services) for the quarter were $20.5 million, an increase of 8% over the same period in fiscal 2012.
- Gross margin was 39% in the fiscal 2013 fourth quarter compared to gross margin of 40% in the prior-year period.
- Adjusted operating income (excluding stock-based compensation, amortization of intangibles and other one-time items) increased $6.9 million year over year to $3.3 million from an adjusted operating loss of $3.6 million in the year-ago period (see reconciliation below).
- Adjusted net income (non-GAAP) from continuing operations grew to $3.2 million, or $0.15 per diluted share, compared with an adjusted net loss of $3.4 million, or ($0.16) per share, last year (see reconciliation below).
- Net income for the period was $0.3 million, or $0.01 per diluted share, for the fiscal 2013 fourth quarter, compared to a net loss of $17.0 million, or ($0.78) per share, in the prior-year period. GAAP net loss for the fiscal 2012 fourth quarter includes a net loss of $9.7 million, or ($0.44) per share, related to a one-time asset impairment charge and net income of $1.1 million, or $0.05 per share, from discontinued operations.
Summary of Fiscal 2013 Full Year Financial Results
- Total net revenue for the period increased $27.3 million, or 13%, to $236.1 million, compared with $208.9 million in the comparable prior-year period. The Hospitality segment grew 14%, or approximately $11.9 million, and the Retail segment revenue increased 13%, or approximately $15.3 million.
- Recurring revenues (comprised of support, maintenance and subscription services) for the period were $77.1 million, an increase of 6% over fiscal 2012.
- Gross margin was 38% in both fiscal 2013 and fiscal 2012.
- Adjusted operating income (excluding stock-based compensation, amortization of intangibles and other one-time items) for fiscal 2013 increased $15.6 million year over year to $7.6 million from an adjusted operating loss of $7.9 million in fiscal 2012 (see reconciliation below).
- Adjusted net income (non-GAAP) from continuing operations grew to $7.0 million, or $0.32 per diluted share, compared with the adjusted net loss of $8.7 million, or ($0.39) per share, in fiscal 2012 (see reconciliation below).
- GAAP net loss was $1.3 million, or ($0.06) per share, in fiscal 2013 compared with a GAAP net loss of $22.8 million, or ($1.02) per share, in the year-ago period. GAAP net loss for fiscal 2012 includes a net loss of $9.7 million, or ($0.43) per share, related to a one-time asset impairment charge and net income of $11.5 million, or $0.51 per share, from discontinued operations.
James Dennedy, President and CEO of Agilysys, commented, “Our operating results for the fiscal 2013 fourth quarter and full year outperformed our plan and highlight the Company’s successful execution of our strategy. This success is evident in the continued growth of our Hospitality segment where total revenue, recurring revenue and gross margin increased year over year, and where our growth continues to outpace the overall market rate of growth. In addition, we expect the solid growth in hospitality product sales achieved in fiscal 2013 to help drive additional growth in fiscal 2014. We expect this growth to be fueled by continued and substantial investment in our product development initiatives, supplemented by select acquisitions. Our strategy and investment activity remains focused on advancing our product roadmap, capturing new market opportunities, increasing the value proposition to our customers and promoting an innovative professional environment to recruit, grow and retain the brightest minds and most customer-focused professionals in our industry.
“Earlier this month, we announced an agreement to divest our RSG business in order to further focus on growing our market share and expanding our higher-margin recurring revenue opportunities in the hospitality industry. Over the last two years, Agilysys’ hospitality industry customer base has steadily increased. We have the financial strength, clear strategy, product development initiatives and team-wide commitment to drive consistent market share growth through further improvements in our solutions and industry-leading customer service. Our focus on delivering value-creating technology solutions and services that enable hospitality operators to improve their guests’ on-site experience, grow retention rates and increase wallet share continues to resonate with current and potential customers and will result in our ability to grow the business faster than the market rate of growth in our industry and deliver increased value for our shareholders.”
Robb Ellis, Chief Operating Officer and Chief Financial Officer, added, “Our fiscal 2013 fourth quarter and full year financial results reflect both the continued growth in our business as well as our ongoing investments in new product development that we expect will position Agilysys for consistent, long-term growth. Following the completion of the proposed transaction to divest Retail, and accounting for the acquisition of the assets of TimeManagement Corporation announced earlier this week, Agilysys will have approximately $108 million in cash, or approximately $4.80 per share, and no debt. With this healthy financial position and our disciplined focus on capital allocation, we are confident Agilysys can successfully execute on our goals of generating profitable revenue growth while strategically investing in the future of our business.”
Mr. Ellis continued, “For fiscal 2014, we expect to again achieve above market revenue growth and to generate positive adjusted operating income for the full year, while continuing our strategic initiatives in product and corporate development.”
2013 Fourth Quarter and Full Year Conference Call and Webcast
Agilysys is hosting a conference call and webcast today, June 12, 2013, beginning at 8:30 A.M. ET. Both the call and the webcast are open to the general public. The conference call number is 224-357-2393 (domestic or international). Please call five minutes prior to the presentation to ensure that you are connected. A slide deck, which will be the basis for the review, will accompany the conference call and can be accessed at http://agilysys.com/home/InvestorRelations/EventPresentation.htm.
Interested parties may also access the conference call live on the Internet at http://agilysys.com/home/InvestorRelations/EventPresentation.htm. Approximately two hours after the call has concluded, an archived version of the webcast will be available for replay at the same location at http://agilysys.com/home/InvestorRelations/EventPresentation.htm.
Forward-Looking Language
This press release and other publicly available documents, including the documents incorporated herein and therein by reference, contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions or beliefs and are subject to a number of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A of the company’s Annual Report for the fiscal year ended March 31, 2012. Copies are available from the SEC or the Agilysys website. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.
Use of Non-GAAP Financial Information
To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this press release, certain non-GAAP financial measures as defined by the SEC rules are used. These non-GAAP financial measures include adjusted operating income (loss) from continuing operations, adjusted net income (loss), adjusted net income (loss) per share and adjusted cash flow from operations. Management believes that such information can enhance investors’ understanding of the company’s ongoing operations. See the accompanying tables below for reconciliations of adjusted operating income (loss) from continuing operations and adjusted net income (loss), and adjusted cash flow from operations to the comparable GAAP measures.
Guidance
Guidance figures are based on the company’s current estimates and are subject to change by factors outside the company’s control. While this guidance is provided to give investors insight into expectations for the period, actual results may vary.
About Agilysys
Agilysys is a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality industry. The Company specializes in the development of market-leading point-of-sale, property management, inventory & procurement and mobile & wireless solutions that are designed to streamline operations, improve efficiency and enhance the guest experience. In addition, Agilysys provides support, maintenance, resold hardware products and software hosting or subscription services. Agilysys customers include casinos, resorts, hotels, foodservice venues, stadiums and cruise lines. Agilysys operates extensively throughout North America, Europe and Asia, with corporate services located in Atlanta, GA, EMEA headquarters in Cheshire, UK and APAC offices in both Singapore and Hong Kong. For more information, visit agilysys.com.
AGILYSYS, INC. | ||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||
(UNAUDITED) | ||||||||||||||||||
(In thousands, except per share data) | Three Months Ended | Twelve Months Ended | ||||||||||||||||
March 31, | March 31, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Net revenue: | ||||||||||||||||||
Products | $ | 33,866 | $ | 25,214 | $ | 123,798 | $ | 105,601 | ||||||||||
Support, maintenance and subscription services | 20,468 | 19,007 | 77,145 | 72,711 | ||||||||||||||
Professional services | 8,703 | 7,810 | 35,197 | 30,577 | ||||||||||||||
Total net revenue | 63,037 | 52,031 | 236,140 | 208,889 | ||||||||||||||
Cost of goods sold: | ||||||||||||||||||
Products | 26,510 | 19,817 | 96,618 | 83,550 | ||||||||||||||
Support, maintenance and subscription services | 6,981 | 6,435 | 27,760 | 25,706 | ||||||||||||||
Professional services | 5,284 | 4,962 | 21,592 | 19,797 | ||||||||||||||
Total cost of goods sold | 38,775 | 31,214 | 145,970 | 129,053 | ||||||||||||||
Gross profit | 24,262 | 20,817 | 90,170 | 79,836 | ||||||||||||||
Operating expenses: | ||||||||||||||||||
Product development | 8,439 | 6,931 | 32,680 | 30,309 | ||||||||||||||
Sales and marketing | 5,625 | 7,138 | 21,664 | 24,006 | ||||||||||||||
General and administrative | 7,005 | 9,424 | 27,601 | 32,889 | ||||||||||||||
Depreciation of fixed assets | 650 | 1,426 | 2,674 | 4,602 | ||||||||||||||
Amortization of intangibles | 828 | 904 | 3,382 | 3,686 | ||||||||||||||
Asset impairment and related charges | (88 | ) | 9,681 | 120 | 9,681 | |||||||||||||
Legal settlements | 1,664 | – | 1,664 | – | ||||||||||||||
Restructuring, severance and other charges | (28 | ) | 5,262 | 1,496 | 15,853 | |||||||||||||
Operating income (loss) | 167 | (19,949 | ) | (1,111 | ) | (41,190 | ) | |||||||||||
Other (income) expenses : | ||||||||||||||||||
Interest income | (6 | ) | (50 | ) | (14 | ) | (103 | ) | ||||||||||
Interest expense | 121 | 41 | 346 | 978 | ||||||||||||||
Other (income) expenses, net | (63 | ) | (112 | ) | 139 | 181 | ||||||||||||
Income (loss) before income taxes | 115 | (19,828 | ) | (1,582 | ) | (42,246 | ) | |||||||||||
Income tax benefit | (215 | ) | (1,797 | ) | (284 | ) | (8,007 | ) | ||||||||||
Income (loss) from continuing operations | 330 | (18,031 | ) | (1,298 | ) | (34,239 | ) | |||||||||||
Income from discontinued operations, net of taxes | – | 1,053 | – | 11,456 | ||||||||||||||
Net income (loss) | $ | 330 | $ | (16,978 | ) | $ | (1,298 | ) | $ | (22,783 | ) | |||||||
Basic weighted average shares outstanding | 21,901 | 21,773 | 21,880 | 22,432 | ||||||||||||||
Net income (loss) per share – basic: | ||||||||||||||||||
Income (loss) from continuing operations | $ | 0.02 | $ | (0.83 | ) | $ | (0.06 | ) | $ | (1.53 | ) | |||||||
Income from discontinued operations | – | 0.05 | – | 0.51 | ||||||||||||||
Net income (loss) per share | $ | 0.02 | $ | (0.78 | ) | $ | (0.06 | ) | $ | (1.02 | ) | |||||||
Diluted weighted average shares outstanding | 22,160 | 21,773 | 21,880 | 22,432 | ||||||||||||||
Net income (loss) per share – diluted: | ||||||||||||||||||
Income (loss) from continuing operations | $ | 0.01 | $ | (0.83 | ) | $ | (0.06 | ) | $ | (1.53 | ) | |||||||
Income from discontinued operations | – | 0.05 | – | 0.51 | ||||||||||||||
Net income (loss) per share | $ | 0.01 | $ | (0.78 | ) | $ | (0.06 | ) | $ | (1.02 | ) | |||||||
AGILYSYS, INC. | |||||||||||||||||||||||||||||||||||
BUSINESS SEGMENT INFORMATION | |||||||||||||||||||||||||||||||||||
(UNAUDITED) | |||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2013 | Three Months Ended March 31, 2012 | ||||||||||||||||||||||||||||||||||
Reportable Segments | Corporate/ | Reportable Segments | Corporate/ | ||||||||||||||||||||||||||||||||
(In thousands) | HSG | RSG | Other | Consolidated | HSG | RSG | Other | Consolidated | |||||||||||||||||||||||||||
Net revenue: | |||||||||||||||||||||||||||||||||||
Products | $ | 6,760 | $ | 27,106 | $ | – | $ | 33,866 | $ | 7,210 | $ | 18,004 | $ | – | $ | 25,214 | |||||||||||||||||||
Support, maintenance and subscription services | 13,064 | 7,404 | – | 20,468 | 12,320 | 6,687 | – | 19,007 | |||||||||||||||||||||||||||
Professional services | 3,703 | 5,000 | – | 8,703 | 3,355 | 4,455 | – | 7,810 | |||||||||||||||||||||||||||
Total net revenue | $ | 23,527 | $ | 39,510 | $ | – | $ | 63,037 | $ | 22,885 | $ | 29,146 | $ | – | $ | 52,031 | |||||||||||||||||||
Gross profit | $ | 16,570 | $ | 7,692 | $ | – | $ | 24,262 | $ | 15,167 | $ | 5,650 | $ | – | $ | 20,817 | |||||||||||||||||||
Gross profit margin | 70.4 | % | 19.5 | % | 38.5 | % | 66.3 | % | 19.4 | % | 40.0 | % | |||||||||||||||||||||||
Operating income (loss) | $ | 4,174 | $ | 3,978 | $ | (7,985 | ) | $ | 167 | $ | (8,628 | ) | $ | 312 | $ | (11,633 | ) | $ | (19,949 | ) | |||||||||||||||
Interest expense, net | – | – | 115 | 115 | – | – | (9 | ) | (9 | ) | |||||||||||||||||||||||||
Other income, net | – | – | (63 | ) | (63 | ) | – | – | (112 | ) | (112 | ) | |||||||||||||||||||||||
Income (loss) from continuing operations before | |||||||||||||||||||||||||||||||||||
income taxes | $ | 4,174 | $ | 3,978 | $ | (8,037 | ) | $ | 115 | $ | (8,628 | ) | $ | 312 | $ | (11,512 | ) | $ | (19,828 | ) | |||||||||||||||
Twelve Months Ended March 31, 2013 | Twelve Months Ended March 31, 2012 | ||||||||||||||||||||||||||||||||||
Reportable Segments | Corporate/ | Reportable Segments | Corporate/ | ||||||||||||||||||||||||||||||||
HSG | RSG | Other | Consolidated | HSG | RSG | Other | Consolidated | ||||||||||||||||||||||||||||
Net revenue: | |||||||||||||||||||||||||||||||||||
Products | $ | 33,517 | $ | 90,281 | $ | – | $ | 123,798 | $ | 25,608 | $ | 79,993 | $ | – | $ | 105,601 | |||||||||||||||||||
Support, maintenance and subscription services | 50,206 | 26,939 | – | 77,145 | 47,612 | 25,099 | – | 72,711 | |||||||||||||||||||||||||||
Professional services | 14,585 | 20,612 | – | 35,197 | 13,155 | 17,422 | – | 30,577 | |||||||||||||||||||||||||||
Total net revenue | $ | 98,308 | $ | 137,832 | $ | – | $ | 236,140 | $ | 86,375 | $ | 122,514 | $ | – | $ | 208,889 | |||||||||||||||||||
Gross profit | $ | 63,260 | $ | 26,910 | $ | – | $ | 90,170 | $ | 55,354 | $ | 24,482 | $ | – | $ | 79,836 | |||||||||||||||||||
Gross profit margin | 64.3 | % | 19.5 | % | 38.2 | % | 64.1 | % | 20.0 | % | 38.2 | % | |||||||||||||||||||||||
Operating income (loss) | $ | 14,428 | $ | 10,840 | $ | (26,379 | ) | $ | (1,111 | ) | $ | (6,552 | ) | $ | 5,481 | $ | (40,119 | ) | $ | (41,190 | ) | ||||||||||||||
Interest expense, net | – | – | 332 | 332 | – | – | 875 | 875 | |||||||||||||||||||||||||||
Other expenses, net | – | – | 139 | 139 | – | – | 181 | 181 | |||||||||||||||||||||||||||
Income (loss) from continuing operations before | |||||||||||||||||||||||||||||||||||
income taxes | $ | 14,428 | $ | 10,840 | $ | (26,850 | ) | $ | (1,582 | ) | $ | (6,552 | ) | $ | 5,481 | $ | (41,175 | ) | $ | (42,246 | ) | ||||||||||||||
AGILYSYS, INC. | ||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
(UNAUDITED) | ||||||||||
(In thousands, except share data) | As of March 31, | |||||||||
2013 | 2012 | |||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | $ | 82,931 | $ | 97,587 | ||||||
Accounts receivable, net of allowance of $887 and $632, respectively | 45,626 | 32,531 | ||||||||
Inventories | 12,239 | 15,710 | ||||||||
Prepaid expenses | 4,081 | 2,975 | ||||||||
Other current assets | 884 | 5,492 | ||||||||
Total current assets | 145,761 | 154,295 | ||||||||
Property and equipment, net | 15,543 | 16,504 | ||||||||
Goodwill | 14,128 | 15,198 | ||||||||
Intangible assets, net | 17,288 | 14,135 | ||||||||
Other non-current assets | 4,244 | 4,007 | ||||||||
Total assets | $ | 196,964 | $ | 204,139 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
Current liabilities: | ||||||||||
Accounts payable | $ | 30,177 | $ | 24,938 | ||||||
Deferred revenue | 25,676 | 28,441 | ||||||||
Accrued and other current liabilities | 17,481 | 23,983 | ||||||||
Capital lease obligations – current | 306 | 647 | ||||||||
Total current liabilities | 73,640 | 78,009 | ||||||||
Deferred income taxes – non-current | 4,002 | 5,135 | ||||||||
Capital lease obligations – non-current | 381 | 347 | ||||||||
Other non-current liabilities | 5,085 | 6,210 | ||||||||
Shareholders’ equity: | ||||||||||
Common shares, without par value, at $0.30 stated value; authorized 80,000,000 shares; 31,606,831 issued; and 22,145,915 and 21,875,850 shares outstanding at March 31, 2013 and 2012, respectively |
9,482 | 9,482 | ||||||||
Treasury shares (9,460,916 and 9,730,981 shares at March 31, 2013 and 2012, respectively) | (2,838 | ) | (2,919 | ) | ||||||
Capital in excess of stated value | (14,267 | ) | (16,032 | ) | ||||||
Retained earnings | 122,578 | 123,876 | ||||||||
Accumulated other comprehensive (loss) income | (1,099 | ) | 31 | |||||||
Total shareholders’ equity | 113,856 | 114,438 | ||||||||
Total liabilities and shareholders’ equity | $ | 196,964 | $ | 204,139 | ||||||
AGILYSYS, INC. | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
(UNAUDITED) | ||||||||||
Twelve Months Ended | ||||||||||
(In thousands) | March 31, | |||||||||
2013 | 2012 | |||||||||
Operating activities: | ||||||||||
Net loss | $ | (1,298 | ) | $ | (22,783 | ) | ||||
Income from discontinued operations | – | 11,456 | ||||||||
Loss from continuing operations | (1,298 | ) | (34,239 | ) | ||||||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||||||
Restructuring, severance and other charges | 1,496 | 15,853 | ||||||||
Payments for restructuring charges | (6,924 | ) | (5,896 | ) | ||||||
Legal settlements | 1,664 | – | ||||||||
Asset impairments and related charges | 120 | 9,681 | ||||||||
Depreciation | 2,674 | 4,602 | ||||||||
Amortization | 4,207 | 5,910 | ||||||||
Share-based compensation | 2,057 | 2,896 | ||||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivable | (13,252 | ) | (621 | ) | ||||||
Inventories | 3,462 | (4,789 | ) | |||||||
Prepaids | (1,175 | ) | (121 | ) | ||||||
Accounts payable | 4,333 | 5,994 | ||||||||
Deferred revenue | (2,617 | ) | 4,418 | |||||||
Accrued and other liabilities | (4,019 | ) | (24 | ) | ||||||
Income taxes payable | (303 | ) | 1,464 | |||||||
Other changes, net | (1,130 | ) | 173 | |||||||
Net cash (used in) provided by operating activities from continuing operations | (10,705 | ) | 5,301 | |||||||
Net cash used in operating activities from discontinued operations | – | (26,999 | ) | |||||||
Net cash used in operating activities | (10,705 | ) | (21,698 | ) | ||||||
Investing activities: | ||||||||||
Proceeds from marketable securities and company owned life insurance policies | 4,239 | 9,419 | ||||||||
Proceeds from the sale of TSG | – | 55,840 | ||||||||
Capital expenditures | (2,940 | ) | (2,335 | ) | ||||||
Capitalized software development costs | (4,352 | ) | (2,585 | ) | ||||||
Net cash (used in) provided by investing activities from continuing operations | (3,053 | ) | 60,339 | |||||||
Net cash used in investing activities from discontinued operations | – | – | ||||||||
Net cash (used in) provided by investing activities | (3,053 | ) | 60,339 | |||||||
Financing activities: | ||||||||||
Exercise of employee stock options | 67 | 210 | ||||||||
Repurchases of shares to satisfy employee tax withholding and option price | (278 | ) | (1,449 | ) | ||||||
Principal payment under long-term obligations | (666 | ) | (1,001 | ) | ||||||
Repurchase of common stock | – | (13,173 | ) | |||||||
Net cash used in financing activities from continuing operations | (877 | ) | (15,413 | ) | ||||||
Net cash used in financing activities from discontinued operations | – | – | ||||||||
Net cash used in financing activities | (877 | ) | (15,413 | ) | ||||||
Effect of exchange rate changes on cash | (21 | ) | 5 | |||||||
Cash flows (used in) provided by continuing operations | (14,656 | ) | 50,232 | |||||||
Cash flows used in discontinued operations: | – | (26,999 | ) | |||||||
Net (decrease) increase in cash | (14,656 | ) | 23,233 | |||||||
Cash and cash equivalents at beginning of period | 97,587 | 74,354 | ||||||||
Cash and cash equivalents at end of period | $ | 82,931 | $ | 97,587 | ||||||
AGILYSYS, INC. | ||||||||||||||||||
RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS) | ||||||||||||||||||
(UNAUDITED) | ||||||||||||||||||
(In thousands, except per share data) | Three Months Ended | Twelve Months Ended | ||||||||||||||||
March 31 | March 31 | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Operating income (loss) | $ | 167 | $ | (19,949 | ) | $ | (1,111 | ) | $ | (41,190 | ) | |||||||
Share-based compensation expense | 783 | 546 | 2,057 | 2,896 | ||||||||||||||
Amortization of intangibles | 828 | 904 | 3,382 | 3,686 | ||||||||||||||
Asset impairments and related charges | (88 | ) | 9,681 | 120 | 9,681 | |||||||||||||
Impact from revision to prior period financial statements | – | – | – | 1,127 | ||||||||||||||
Legal settlements | 1,664 | – | 1,664 | – | ||||||||||||||
Restructuring, severance and other charges | (28 | ) | 5,262 | 1,496 | 15,853 | |||||||||||||
Adjusted operating income (loss) from continuing operations (a) | 3,326 | (3,556 | ) | 7,608 | (7,947 | ) | ||||||||||||
Other expenses (income), net | 52 | (121 | ) | 471 | 1,056 | |||||||||||||
Cash income tax expense (benefit) (b) | 35 | (23 | ) | 148 | (264 | ) | ||||||||||||
Adjusted net income (loss) (a) | $ | 3,239 | $ | (3,412 | ) | $ | 6,989 | $ | (8,739 | ) | ||||||||
Weighted average shares outstanding: | ||||||||||||||||||
Basic | 21,901 | 21,773 | 21,880 | 22,432 | ||||||||||||||
Diluted | 22,160 | 21,773 | 21,880 | 22,432 | ||||||||||||||
Adjusted net income (loss) per share (a): | ||||||||||||||||||
Basic | $ | 0.15 | $ | (0.16 | ) | $ | 0.32 | $ | (0.39 | ) | ||||||||
Diluted | $ | 0.15 | $ | (0.16 | ) | $ | 0.32 | $ | (0.39 | ) | ||||||||
(a) | Non-GAAP financial measure | |
(b) | Taxes calculated based upon our cash tax rate for the three and twelve months ended March 31, 2013 and 2012. |
AGILYSYS, INC. | |||||||||
RECONCILIATION OF OPERATING CASH FLOWS FROM CONTINUING OPERATIONS TO ADJUSTED CASH FLOWS | |||||||||
FROM CONTINUING OPERATIONS | |||||||||
(UNAUDITED) | |||||||||
Twelve Months Ended | |||||||||
(In thousands) | March 31 | ||||||||
2013 | 2012 | ||||||||
Operating activities: | |||||||||
Net cash (used in) provided by continuing operations | $ | (10,705 | ) | $ | 5,301 | ||||
Non-recurring cash items: | |||||||||
Restructuring, severance and other payments | 6,924 | 5,896 | |||||||
BEP/SERP payments | 6,271 | 5,017 | |||||||
Adjusted cash provided by continuing operations | $ | 2,490 | $ | 16,214 |
Royale Energy (ROYL) Expands Its Natural Gas Production
SAN DIEGO, June 12, 2013 (GLOBE NEWSWIRE) — Royale Energy, Inc. (Nasdaq:ROYL) today announced a gas discovery at its Zodiac well. The new natural gas well was drilled on the company’s proprietary 3-D seismic data and encountered up to three productive formations. The first zone has been completed and tested with a flow rate of over 1,000,000 cubic ft. per day and the company plans to begin production at 700,000 cubic ft. per day.
The company continues to build its natural gas production and reserves as prices recover, and will drill three more wells by this fall. In addition to prices doubling from a year ago, Royale has acquired a hedge that would limit its downside through the summer months and end in October, just prior to higher winter demand.
The Zodiac well will be connected to the same pipeline system as the Dorset well that was announced in March with reserves of 2.2 billion cubic ft. Both the Dorset and Zodiac will begin production by the end of June.
Forward-Looking Statements
In addition to historical information contained herein, this news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, subject to various risks and uncertainties that could cause the company’s actual results to differ materially from those in the “forward-looking” statements. While the company believes its forward-looking statements are based upon reasonable assumptions, there are factors that are difficult to predict and that are influenced by economic and other conditions beyond the company’s control. Investors are directed to consider such risks and other uncertainties discussed in documents filed by the company with the Securities and Exchange Commission.
CONTACT: Royale Energy, Inc. Chanda Idano, Director of Marketing & PR 619-881-2800 chanda@royl.com http://www.royl.com
(LRAD) Corp. Awarded $12.2M LRAD® Systems Contract from United States Navy
New Multi-Year Contract Continues LRAD’s Support of United States Navy Anti-Terrorism/Force Protection Missions
SAN DIEGO, Calif., June 11, 2013 (GLOBE NEWSWIRE) — LRAD Corporation (Nasdaq:LRAD), the world’s leading provider of long range acoustic hailing devices (AHDs), announced today it has been awarded a multi-year $12.2 million firm-fixed-price, indefinite-delivery/indefinite-quantity contract for small, medium and large LRAD AHDs from the United States Navy’s Naval Surface Warfare Center located in Crane, Indiana. The contract was competitively bid with LRAD Corporation being awarded the contract over two other companies. United States Navy contract funds in the amount of $1,988,785 will be obligated at time of award.
“We are pleased to be awarded this contract and to continue our working relationship with the United States Navy,” remarked Tom Brown, president and CEO of LRAD Corporation. “LRAD systems and support equipment will be used to support large and small deck naval surface ships, submarines, security boats and shore security operations in anti-terrorism/force protection missions. Having received competitively bid multi-year contracts from the United States Navy in 2007 and 2010, this new award continues to demonstrate that LRAD Corporation is the world’s leading manufacturer of acoustic hailing devices.”
The Company’s proprietary LRAD systems were developed in response to the deadly attack on the USS Cole over twelve years ago. Today, LRAD systems are deployed in more than 60 nations around the world including by U.S. and international naval forces and other military organizations.
At distances up to 3,500 meters, LRAD systems have proven highly effective in anti-terrorism/force protection missions by broadcasting powerful deterrent tones and live or pre-recorded multi-language warnings, commands and instructions with unprecedented clarity and range. By communicating clearly over distance, LRAD systems create large standoff zones, unequivocally determine intent, resolve uncertain situations peacefully and save lives on both sides of the Long Range Acoustic Device®.”
About LRAD Corporation
LRAD Corporation is using long range communication to resolve uncertain situations peacefully and save lives on both sides of its proprietary Long Range Acoustic Device®. LRAD® systems are in service around the world in diverse applications including fixed and mobile military deployments, maritime security, critical infrastructure and perimeter security, commercial security, border and port security, law enforcement and emergency responder communications, emergency warning and mass notification, asset protection, and wildlife preservation and control. For more information about the Company and its LRAD systems, please visit www.lradx.com.
Forward-looking Statements: Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These risks and uncertainties are identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2012. LRAD Corporation disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.
COMPANY CONTACT:
Robert Putnam
+1 858.676.0519
robert@lradx.com
CONTACT: Robert Putnam (858) 676-0519 robert@lradx.com
Questcor Pharmaceuticals (QCOR) Acquires Rights to Synacthen®
– Expands Questcor’s Presence in Inflammatory and Autoimmune Disorders – – Provides Foundation for Next Generation Melanocortin Receptor Agonist Therapeutics – – Initiates Global Footprint, Diversifies Business, Enhances Long-term Growth Prospects –
ANAHEIM, Calif., June 11, 2013 /PRNewswire/ — Questcor Pharmaceuticals, Inc. (NASDAQ: QCOR) today announced it has acquired rights to develop Synacthen® and Synacthen Depot in the U.S. from Novartis Pharma AG and Novartis AG. Subject to certain closing conditions, Questcor has also acquired rights to Synacthen® and Synacthen Depot® in certain countries outside the U.S. Available in more than forty countries for multiple indications, Synacthen (tetracosactide) is a synthetic 24 amino acid melanocortin receptor agonist. Synacthen Depot is a depot formulation of Synacthen. The products are approved outside the U.S. for certain autoimmune and inflammatory conditions, but have never been developed or approved for patients in the U.S.
“As an emerging leader in melanocortin research, we now have the opportunity with Synacthen to expand and accelerate our product development activities. We believe such efforts will enhance our expanding R&D program,” said Don M. Bailey, President and CEO of Questcor. “In addition, this key acquisition provides an opportunity to initiate our presence in more than three dozen international markets, giving us an opportunity to reinvigorate Synacthen in these markets and providing us a platform for potential international growth.”
“This transaction leverages our rapidly growing understanding of the different characteristics and biological activity of melanocortin receptor agonists such as Synacthen, a synthetic ACTH-related agonist, and naturally derived Acthar, as well as the potential use of melanocortin receptor agonists in the treatment of serious and difficult-to-treat autoimmune and inflammatory disorders,” said David Young, Pharm.D., Ph.D, Chief Scientific Officer of Questcor. “We intend to develop and seek FDA approval for Synacthen and are committed to developing this product not only in conditions different than Acthar but also in conditions where Synacthen would potentially provide a clinical benefit over Acthar.”
Under the terms of the transaction agreements, Questcor has paid Novartis an upfront consideration of $60.0 million. Questcor will make additional payments of at least $75.0 million in the aggregate over the next several years, as well as potential milestone payments prior to FDA approval. Upon FDA approval of Synacthen in the U.S., Questcor will pay Novartis another milestone and royalties based on net sales in the U.S. As is common in the acquisition of development programs, the transaction agreements include mechanisms to ensure that Questcor pursues FDA approval and commercializes Synacthen in the U.S. upon approval. Questcor will immediately take over the rights in the U.S. Subject to certain closing conditions that must be satisfied within the next two years, Questcor will also take over rights in over three dozen countries outside the U.S. “Together with our previous acquisition of BioVectra, this transaction provides Questcor with an opportunity for both an international presence and a more robust business model,” said Mr. Bailey. “We anticipate establishing a base of operations in Europe to manage and optimize the world-wide Synacthen brand.”
About Synacthen
Synacthen and Synacthen Depot are available in more than forty countries to treat a number of conditions including some rheumatoid diseases, ulcerative colitis, chronic skin conditions responsive to corticosteroids, nephrotic syndrome, acute exacerbations in patients suffering from multiple sclerosis or retrobulbar neuritis. Synacthen and Synacthen Depot are also used as a diagnostic test for adrenal insufficiency. Synacthen and Synacthen Depot are not approved in the U.S.
About Questcor
Questcor Pharmaceuticals, Inc. is a biopharmaceutical company focused on the treatment of patients with serious, difficult-to-treat autoimmune and inflammatory disorders. Questcor also provides specialty contract manufacturing services to the global pharmaceutical industry through its wholly-owned subsidiary BioVectra Inc. Questcor’s primary product is H.P. Acthar® Gel (repository corticotropin injection), an injectable drug that is approved by the FDA for the treatment of 19 indications. Of these 19 indications, Questcor currently generates substantially all of its net sales from the following on-label indications: the treatment of proteinuria in the nephrotic syndrome of the idiopathic type, or NS, the treatment of acute exacerbations of multiple sclerosis, or MS, in adults, the treatment of infantile spasms, or IS, in infants and children under two years of age, and the treatment of certain rheumatology related conditions, including the treatment of the rare and closely related neuromuscular disorders dermatomyositis and polymyositis. With respect to nephrotic syndrome, the FDA has approved Acthar to “induce a diuresis or a remission of proteinuria in the nephrotic syndrome without uremia of the idiopathic type or that due to lupus erythematosus.” Questcor is also exploring the possibility of developing markets for other on-label indications and the possibility of pursuing FDA approval of additional indications not currently on the Acthar label where there is high unmet medical need. For more information about Questcor, please visit www.questcor.com.
Forward Looking Statement
Note: Except for the historical information contained herein, this press release contains forward-looking statements that have been made pursuant to the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “believes,” “continue,” “could,” “ensuring,” “estimates,” “expects,” “growth,” “may,” “momentum,” “plans,” “potential,” “remain,” “should,” “start,” “substantial,” “sustainable” or “will” or the negative of such terms and other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the following:
- Research and development risks, including risks associated with efforts to develop and obtain FDA approval of Synacthen, our reliance on third-parties to conduct research and development, and the ability of research and development to generate successful results;
- Our ability to comply with federal and state regulations, including regulations relating to pharmaceutical sales and marketing practices;
- Regulatory changes or other policy actions by governmental authorities and other third parties in connection with U.S. health care reform or efforts to reduce federal and state government deficits;
- Our ability to effectively manage our growth, including planned international expansion, and our reliance on key personnel;
- Our ability to comply with foreign regulations related to the international sales of Synacthen; and
- Other risks discussed in Questcor’s annual report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission, or SEC, on February 27, 2013, and other documents filed with the SEC.
The risk factors and other information contained in these documents should be considered in evaluating Questcor’s prospects and future financial performance.
Questcor undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date of this release.
For more information, please visit www.questcor.com or www.acthar.com.
(UQM) Technologies and Electric Vehicles International Ink Long-Term Supply Agreement
UQM Technologies, Inc. (NYSE MKT: UQM) and Electric Vehicles International (EVI) have signed a new long-term supply agreement, extending the vehicle electrification work that the companies have done together. As part of the agreement, EVI will use UQM PowerPhase HD® systems to power their all-electric walk-in vans and medium-duty commercial trucks. The PowerPhase HD systems were developed for the demanding needs of heavier commercial vehicles.
“We worked with EVI and other vehicle manufacturers when engineering the PowerPhase HD product line to ensure that our systems met or exceeded their requirements for this market,” said Eric R. Ridenour, President and Chief Executive Officer of UQM Technologies, Inc. “The PowerPhase HD systems offer commercial vehicle manufacturers a range of solutions for building battery electric and parallel hybrid vehicles.”
The UQM PowerPhase HD electric motors and controllers will be used to power EVI medium-duty trucks and all-electric walk-in vans that are built to meet a variety of needs, including parcel delivery, food and beverage, construction, landscaping and more. The EVI commercial vehicles have a GVW range from class 4 to class 5, and offer a scalable system that can achieve up to 90 miles per charge relying on UQM PowerPhase electric propulsion systems.
“The UQM HD systems provide a solid electric powertrain for our medium-duty trucks and walk-in vans,” said Ricky Hanna, Chief Executive Officer of EVI. “We’re proud to continue purchasing systems from this U.S.-based vehicle electrification company and provide commercial fleet operators with efficient and dependable vehicles.”
Under the new long-term supply agreement, UQM will begin shipping PowerPhase HD systems to EVI in the third quarter of 2013.
About EVI
EVI is a pioneer in alternative energy vehicle development, manufacturing and deployment, with over 20 years of success optimizing alternative energy powertrains. EVI vehicles are manufactured with the most efficient powertrains and the safest, longest-lasting batteries, seamlessly integrated into tough American-built chassis relied upon by fleet operators throughout the nation and the world. For more information, please visit www.evi-usa.com.
About UQM
UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators and power electronic controllers for the automotive, commercial truck, bus, marine and military markets. A major emphasis for UQM is developing propulsion systems for electric, hybrid electric, plug-in hybrid electric and fuel cell electric vehicles. UQM is located in Longmont, Colorado. Please visit www.uqm.com for more information.
This Release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Release and include statements regarding our plans, beliefs or current expectations, including those plans, beliefs and expectations of our officers and directors with respect to, among other things, future orders to be received, future financial results and the continued growth of the electric-powered vehicle industry. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are contained in our Form 10-K filed May 23, 2013, which is available through our website at www.uqm.com or at www.sec.gov.
Salix and Progenics (PGNX) Announce FDA Advisory Committee to Review Relistor sNDA
Salix Pharmaceuticals, Ltd. (NASDAQ:SLXP) and Progenics Pharmaceuticals (NASDAQ:PGNX) today announced that the FDA is seeking input from an Advisory Committee on Salix’s Supplemental New Drug Application (sNDA) for RELISTOR® (methylnaltrexone bromide) Subcutaneous Injection, for opioid-induced constipation, or OIC, in patients with chronic pain.
The FDA’s action to convene an Advisory Committee was taken in response to the formal appeal by Salix of the complete response action taken by the FDA on July 27, 2012 regarding the RELISTOR sNDA for chronic pain. The FDA has said that it will take action under the appeal after receiving input from the Advisory Committee. The FDA will notify the Company once the Advisory Committee meeting date has been determined.
“We remain optimistic that with the FDA and guidance from the Advisory Committee, we can find a path forward that will get this new and alternative therapy to patients with opioid-induced constipation who are taking opioids for their chronic pain,” stated Bill Forbes, PharmD, Executive Vice President, Medical, Research and Development and Chief Development Officer, Salix. “We look forward to the opportunity to bring Relistor to this Advisory Committee to openly discuss our proposed indication for the use of Relistor in patients suffering from OIC and chronic pain. We understand from an FDA communication that the FDA will seek advice from pain, gastrointestinal, safety and cardiovascular experts. We believe that some of the areas being considered for discussion during this meeting will include: 1) the potential for drugs in this class to cause withdrawal symptoms, 2) the strength of a potential cardiovascular signal seen with another drug in this class of drugs and the available safety data with Relistor in regards to a potential CV signal as well as 3) the need and timing (pre-approval vs. post-approval) of MACE studies with drugs of this class. While it is not possible to definitively determine the duration of the appeal process, at this time, we continue to believe a conclusion could be reached during 2013. Relistor has been available to patients with advanced illness who suffer from OIC since 2008.”
The FDA has communicated that it is convening the Advisory Committee for the following reasons:
- “The potential cardiovascular safety signal observed in the 12-month safety trial of another peripheral mu-opioid antagonist for the treatment of opioid-induced constipation in patients with chronic non-cancer pain raises concern for this class of drug products.”
- The RELISTOR “supplemental application contains only uncontrolled long-term safety data, and while there is no cardiovascular signal apparent in this data, the lack of a control population does not allow a definitive evaluation to be made to rule out a potential cardiovascular safety signal.”
- “FDA needs to provide consistent advice regarding the need for Major Adverse Cardiovascular Event (MACE) studies to applicants developing drug products in this class for this indication. For this reason, a broader discussion of the potential for cardiovascular events across the drug class is necessary.”
About Opioids, Constipation and RELISTOR (methylnaltrexone bromide)
Opioid analgesics are frequently prescribed for patients with chronic pain. Constipation, a common side effect, occurs in patients receiving opioid therapy. RELISTOR is the first approved medication that specifically targets the underlying cause of opioid-induced constipation in patients with advanced illness receiving palliative care when response to laxative therapy has not been sufficient. Opioids relieve pain by specifically interacting with mu–opioid receptors within the brain and spinal cord. However, opioids also interact with mu–opioid receptors found outside the central nervous system, such as those within the gastrointestinal tract, resulting in constipation that can be debilitating. RELISTOR is a peripherally acting mu–opioid receptor antagonist that does not cross the blood-brain barrier and was specifically designed to block mu-opioid receptors in the GI tract, therefore decreasing the constipating effects of opioid pain medications without affecting their ability to relieve pain.
RELISTOR Subcutaneous Injection was approved in the United States in 2008 for the treatment of opioid-induced constipation in patients with advanced illness who are receiving palliative care, when response to laxative therapy has not been sufficient. The use of RELISTOR beyond four months has not been studied. The drug is also approved for use in 58 countries worldwide, including the European Union, Canada, and Australia. In the 27 member states of the E.U., as well as Iceland, Norway and Liechtenstein, RELISTOR is approved for the treatment of opioid–induced constipation in advanced illness patients who are receiving palliative care when response to usual laxative therapy has not been sufficient. In Canada, the drug is approved for the treatment of opioid–induced constipation in patients with advanced illness, receiving palliative care. When response to laxatives has been insufficient, RELISTOR should be used as an adjunct therapy to induce a prompt bowel movement. Applications in additional countries are pending. RELISTOR is under license to Salix Pharmaceuticals and Ono Pharmaceutical from Progenics Pharmaceuticals.
For more information about RELISTOR, please visit www.RELISTOR.com
Important Safety Information about RELISTOR
RELISTOR® (methylnaltrexone bromide) Subcutaneous Injection is contraindicated in patients with known or suspected mechanical gastrointestinal obstruction.
If severe or persistent diarrhea occurs during treatment, advise patients to discontinue therapy with RELISTOR and consult their physician.
Rare cases of gastrointestinal (GI) perforation have been reported in advanced illness patients with conditions that may be associated with localized or diffuse reduction of structural integrity in the wall of the GI tract (i.e., cancer, peptic ulcer, Ogilvie’s syndrome). Perforations have involved varying regions of the GI tract (e.g., stomach, duodenum, colon). Use RELISTOR with caution in patients with known or suspected lesions of the GI tract. Advise patients to discontinue therapy with RELISTOR and promptly notify their physician if they develop severe, persistent, and/or worsening abdominal symptoms.
Use of RELISTOR has not been studied in patients with peritoneal catheters.
Use of RELISTOR beyond four months has not been studied.
Safety and efficacy of RELISTOR have not been established in pediatric patients.
The most common adverse reactions reported with RELISTOR compared with placebo in clinical trials were abdominal pain (28.5%), flatulence (13.3%), nausea (11.5%), dizziness (7.3%), diarrhea (5.5%), and hyperhidrosis (6.7%).
Please see complete Prescribing Information for RELISTOR.
About Salix
Salix Pharmaceuticals, Ltd., headquartered in Raleigh, North Carolina, develops and markets prescription products for the prevention and treatment of gastrointestinal diseases. Salix’s strategy is to in-license late-stage or marketed proprietary therapeutic products, complete any required development and regulatory submission of these products, and market them through the Company’s gastroenterology specialty sales and marketing team.
Salix trades on the NASDAQ Global Select Market under the ticker symbol “SLXP”.
For more information, please visit our Website at www.salix.com or contact the Company at 919-862-1000. Follow us on Twitter (@SalixPharma) and Facebook (www.facebook.com/SalixPharma). Information on our Twitter feed, Facebook page and web site is not incorporated in our SEC filings.
About Progenics
Progenics Pharmaceuticals, Inc. of Tarrytown, N.Y. is a biopharmaceutical company dedicated to developing innovative medicines to treat disease, with a focus on cancer and related conditions. Progenics’ pipeline candidates include PSMA ADC, a human monoclonal antibody-drug conjugate in phase 1 testing for treatment of prostate cancer, and preclinical stage novel multiplex phosphoinositide 3-kinase (PI3K) inhibitors for the treatment of cancer. Progenics has exclusively licensed development and commercialization rights for its first commercial product, Relistor®, to Salix Pharmaceuticals, Ltd. for markets worldwide other than Japan, where Ono Pharmaceutical Co., Ltd. holds an exclusive license for the subcutaneous formulation. Relistor (methylnaltrexone bromide) subcutaneous injection is a first-in-class treatment for opioid-induced constipation approved in more than 50 countries for patients with advanced illness.
Please Note: The materials provided herein that are not historical facts are or might constitute forward-looking statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, our expectations might not be attained. Forward-looking statements involve known and unknown risks that could cause actual results to differ materially from expected results. Factors that could cause actual results to differ materially from our expectations expressed in the report include, among others: the unpredictability of the duration and results of regulatory review of New Drug Applications and Investigational New Drug Applications, including specifically results of appeals and Advisory Committees; the high cost and uncertainty of the research, clinical trials and other development activities involving pharmaceutical products; the possible impairment of, or inability to obtain intellectual property rights and the costs of obtaining such rights from third parties in an increasingly global market; our dependence on our first seven pharmaceutical products, particularly Xifaxan and Relistor, and the uncertainty of market acceptance of our products intense competition, including from generics in an increasingly global market; general economic conditions; our need to maintain profitability; the uncertainty of obtaining, and our dependence on, third parties to manufacture and sell our products; results of ongoing and any future litigation and investigations and other risk factors detailed from time to time in our other SEC filings.
Union First Announces Agreement to Acquire StellarOne (STEL)
RICHMOND, Va., June 10, 2013 (GLOBE NEWSWIRE) — Union First Market Bankshares Corporation (Nasdaq:UBSH) (or “Union”) and StellarOne Corporation (Nasdaq:STEL) (or “StellarOne”) today announced the signing of a definitive merger agreement, pursuant to which Union will acquire StellarOne, creating the largest community banking institution in the Commonwealth of Virginia.
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Based on financials reported on March 31, 2013, the combined companies would have total assets of $7.1 billion, deposits of $5.8 billion and loans of $5.2 billion. Union will operate in all major Virginia markets, deepening its presence in its current footprint and expanding in key trade areas and, on a pro forma basis, will have the fifth largest branch network in Virginia. The company will retain the Union name and corporate headquarters will remain in Richmond.
“We are excited about the opportunity to bring our organizations together and establish the next great Virginia bank. We have long believed that the combination of Union and StellarOne would be powerful. Our combined statewide footprint coupled with our shared commitment to exceptional service positions us as a strong competitor against large regional institutions and smaller community banks alike,” said G. William Beale, Chief Executive Officer of Union. “The combination of two of Virginia’s largest community banks provides Union with the growth and synergies to continue to deliver a best in class customer experience, offer superior financial services and solutions, provide a rewarding experience for our teammates and generate top-tier financial performance for our shareholders.”
“The combination of our two great Virginia based institutions provides tremendous new opportunities for our customers, shareholders and employees. This transaction marks a significant milestone for banking in Virginia,” said O. R. Barham, Jr., President and Chief Executive Officer of StellarOne. “The compatible culture of our two organizations makes this partnership a natural fit. We both are deeply committed to our communities and this merger will allow us to better serve current and future customers in markets across the Commonwealth.”
Union’s current executive management, led by Beale, will form the core of the company’s leadership team. The Union Board of Directors will expand to 19 members, and will be comprised of 11 members from the current Union Board and eight members from the StellarOne Board. Current StellarOne Chairman Raymond D. Smoot, Jr. will serve as Chairman of the combined company and current Union Chairman Ronald L. Hicks will serve as Vice Chairman. Barham will retire as previously announced, with his retirement effective upon closing of the merger.
Under the terms of the agreement, common shareholders of StellarOne will receive 0.9739 shares of Union common stock for each share of StellarOne. This implies a deal value per share of $19.50 or approximately $445.1 million in the aggregate based on Union’s closing stock price of $20.02 on June 7, 2013.
In consideration of the merger, extensive due diligence was performed by both companies over a four-week period. Under the proposed terms, the transaction is expected to be accretive to Union’s earnings per share in 2014 and thereafter. Further it is anticipated that the transaction will be immediately accretive to Union’s capital ratios and result in capital levels well in excess of regulatory minimums.
The merger agreement has been unanimously approved by the board of directors of each company. The companies expect to consummate the transaction on or around January 1, 2014, subject to customary closing conditions, including regulatory and shareholder approvals.
Keefe, Bruyette and Woods, Inc. acted as financial advisor to Union and LeClairRyan, A Professional Corporation acted as its legal advisor in the transaction. Raymond James & Associates acted as financial advisor to StellarOne and Troutman Sanders LLP acted as its legal advisor.
Investor presentation
An investor presentation has been created for this announcement. It can be located at Union’s investor website http://investors.bankatunion.com – news and events – other documents. Management will discuss the presentation and answer questions from analysts during a conference call scheduled for 10:00 a.m. today.
Analyst Conference Call
Union will host a conference call to discuss today’s announcement at 10:00 a.m. Eastern Daylight Time. It can be accessed at (877) 833-2972 – 93941664 or online at http://us.reg.meeting-stream.com/unionfirstmarketbank_061013. A replay of the webcast will be available at approximately 1:00 p.m. EDT by dialing (855) 859-2056 or (404) 537-3406 and using 93941664. The replay will be available until June 15. A copy will also be posted on the company’s investor website http://investors.bankatunion.com and at http://us.reg.meeting-stream.com/unionfirstmarketbank_061013.
Media Availability
Senior leadership of Union will be available to members of the news media from 11:00 a.m. to 11:30 a.m. at the company’s headquarters at Three James Center, 1051 East Cary Street, Suite 1200, in Richmond.
About Union First Market Bankshares
Headquartered in Richmond, Virginia, Union First Market Bankshares Corporation (Nasdaq:UBSH) is the holding company for Union First Market Bank, which has $4.1 billion in assets, 90 branches and more than 150 ATMs throughout Virginia. Non-bank affiliates of the holding company include: Union Investment Services, Inc., which provides full brokerage services; Union Mortgage Group, Inc., which provides a full line of mortgage products, and Union Insurance Group, LLC, which offers various lines of insurance products. Union First Market Bank also owns a non-controlling interest in Johnson Mortgage Company, L.L.C.
Additional information on the Company is available at http://investors.bankatunion.com.
About StellarOne
StellarOne Corporation is a traditional community bank with assets of $3.01 billion offering a full range of business and consumer banking services, including trust and wealth management services. Through the activities of its sole subsidiary, StellarOne Bank, StellarOne operates more than 50 full-service financial centers, two loan production offices, and more than 60 ATMs serving the New River Valley, Roanoke Valley, Shenandoah Valley, Richmond, Tidewater, and Central and North Central Virginia.
Additional Information and Where to Find It
In connection with the proposed merger, Union will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of Union common stock to be issued to the stockholders of StellarOne. The registration statement will include a joint proxy statement/prospectus which will be sent to the stockholders of Union and StellarOne seeking their approval of the merger and related matters. In addition, each of Union and StellarOne may file other relevant documents concerning the proposed merger with the SEC.
Investors and stockholders of both companies are urged to read the registration statement on Form S-4 and the joint proxy statement/prospectus included within the registration statement and any other relevant documents to be filed with the SEC in connection with the proposed merger because they will contain important information about Union, StellarOne and the proposed transaction. Investors and stockholders may obtain free copies of these documents through the website maintained by the SEC at www.sec.gov. Free copies of the joint proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Union First Market Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, Attention: Investor Relations (telephone: (804) 633-5031), or StellarOne Corporation, 590 Peter Jefferson Pkwy, Suite 250, Charlottesville, Virginia 22911, Attention: Investor Relations (telephone: (434) 964-2217), or by accessing Union’s website at www.bankatunion.com under “Investor Relations” or StellarOne’s website at www.stellarone.com under “Investor Relations.” The information on Union’s and StellarOne’s websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company makes with the SEC.
Union and StellarOne and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Union and/or StellarOne in connection with the merger. Information about the directors and executive officers of Union is set forth in the proxy statement for Union’s 2013 annual meeting of stockholders filed with the SEC on April 23, 2013. Information about the directors and executive officers of StellarOne is set forth in the proxy statement for StellarOne’s 2013 annual meeting of stockholders filed with the SEC on April 9, 2013. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available.
Forward-Looking Statements
Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of Union and StellarOne intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies’ respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of Union and StellarOne and the resulting company, include but are not limited to: (1) the businesses of Union and/or StellarOne may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory and stockholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies’ respective market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, and (7) other risk factors detailed from time to time in filings made by Union or StellarOne with the SEC. Union and StellarOne undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: Bill Cimino, VP and Director of Corporate Communications, Union First Market Bank 804-448-0937
CardioNet (BEAT) Enters Into Agreement with UnitedHealthcare Insurance Company
Provides Coverage for CardioNet MCOT
CardioNet, Inc. (NASDAQ:BEAT) (“CardioNet”), the leading wireless medical technology company focused on diagnosing and monitoring cardiac arrhythmias, announced today that the Company has entered into a three-year National Provider Agreement with UnitedHealthcare Insurance Company, covering all of CardioNet’s monitoring modalities, including Mobile Cardiac Outpatient Telemetry (MCOTTM). The Agreement is effective July 1, 2013 and applies to all UnitedHealthcare affiliated entities, including managed Medicare and managed Medicaid plans. UnitedHealthcare provides coverage to more than 70 million members in the United States.
UnitedHealthcare’s decision to expand coverage to include CardioNet’s MCOTTM was the result of an extensive review of clinical evidence, including the Company’s recently published studies. Their research found MCOTTM to be proven for multiple indications, concluding: “Results of studies suggest that mobile outpatient telemetry provides more effective detection of infrequent cardiac arrhythmias than external, loop monitors.”
Joseph Capper, President and CEO of CardioNet, commented: “CardioNet is pleased to partner with an industry leader like UnitedHealthcare. Earlier this year, we announced a more comprehensive strategy to promote our entire suite of cardiac monitoring solutions. By providing access to United’s more than 70 million members, this agreement dramatically expands the available market for all of our life-saving technologies. We look forward to a lasting relationship with UnitedHealthcare and to servicing their vast membership.”
About CardioNet
CardioNet is the leading provider of ambulatory, continuous, real-time outpatient management solutions for monitoring relevant and timely clinical information regarding an individual’s health. CardioNet’s initial efforts are focused on the diagnosis and monitoring of cardiac arrhythmias, or heart rhythm disorders, with a solution that it markets as Mobile Cardiac Outpatient TelemetryTM (MCOTTM). More information can be found at http://www.cardionet.com.
Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 regarding, among other things, our expectations regarding the effect the United contract will have on the company’s operating results. These statements may be identified by words such as “expect,” “anticipate,” “estimate,” “intend,” “plan,” “believe,” “promises” and other words and terms of similar meaning. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of these expectations, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, effects of changes in health care legislation, effectiveness of our cost savings initiatives, relationships with our government and commercial payors, changes to insurance coverage and reimbursement levels for our products, the success of our sales and marketing initiatives, our ability to attract and retain talented executive management and sales personnel, our ability to identify acquisition candidates, acquire them on attractive terms and integrate their operations into our business, the commercialization of new products, market factors, internal research and development initiatives, partnered research and development initiatives, competitive product development, changes in governmental regulations and legislation, the continued consolidation of payors, acceptance of our new products and services, patent protection, adverse regulatory action, litigation success, our ability to successfully create a new holding company structure and to anticipate the benefits of such structure. For further details and a discussion of these and other risks and uncertainties, please see our public filings with the Securities and Exchange Commission, including our latest periodic reports on Form 10-K and 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
SGOCO Group (SGOC) Announces Solid Growth in Revenues and Earnings for Q1
BEIJING, June 10, 2013 /PRNewswire/ — SGOCO Group, Ltd. (Nasdaq: SGOC) (“SGOCO” or the “Company”), a company focused on product design, distribution and brand development in flat-panel display products, today announced its unaudited operating results for the three months ended March 31, 2013.
2013 First Quarter Overview
SGOCO started the year 2013 with a solid year-over-year growth of both its revenues and profits. Compared with the first quarter of 2012, SGOCO achieved top line increase of 58.0% and bottom line increase of 87.5% for the first quarter of 2013.
The solid operational results demonstrated that the light-asset business model provided SGOCO with greater scalability in growing its sales.
Financial Highlights First Quarter 2013 vs. First Quarter 2012
- Quarterly revenues increased 58.0% to $54.5 million, as compared to $34.5 million year-over-year
- Gross profit increased by 39.6% to $3.7 million, as compared to $2.7 million year-over-year
- Net income increased 87.5% to $1.7 million, as compared to $0.9 million year-over-year
- Basic and diluted earnings per share were $0.10, as compared to $0.05.
Revenue
In the first quarter of 2013, SGOCO’s total revenues were $54.5 million, which increased by 58.0% from $34.5 million from the first quarter of 2012. The year-over-year revenue increase was mainly due to the sign-ups with a few large local distributor clients and increased sales of other application products as well as larger-sized monitors with higher prices, offset by a decrease in sales of smaller-sized monitors in the quarter.
Of the total revenues in the quarter, $36.6 million or 67.1% of total revenues were from SGOCO’s own brands; $6.5 million or 12.0% of total revenues were from OEM customers; and $11.4 million or 20.9% of total revenues were from sales of other application products. Starting in the fourth quarter of 2012, the Company started to source orders for higher margin application products in order to diversify its revenue streams.
Gross Margin
Gross profit for the first quarter of 2013 increased 39.6% to $3.7 million from $2.7 million for the first quarter of 2012.
The overall gross margin for the first quarter of 2013 was 6.9%, as compared with 7.8% for the first quarter of 2012. Gross margin continued to be negatively impacted by the increased fees charged by Chinese authorities for recycling imported monitors and price decreases in monitors. During the first quarter of 2013, SGOCO brand sales had a gross margin of 6.6%, which decreased from 9.8% in the first quarter of 2012. During the first quarters of 2013 and 2012, OEM businesses had a gross margin of 6.9% and 5.5%, respectively. Sales of other application products in the first quarter of 2013 recorded a gross margin of 7.8%.
Operating Income and Expenses
Operating income totaled $2.7 million for the first quarter of 2013, or 4.9% of total revenues, as compared to $1.7 million, or 4.8% of total revenues for the first quarter of 2012.
SG&A expenses for the first quarter of 2013 were $1.1 million, roughly the same level as the first quarter of 2012 of $1.0 million. The year-over-year increase of $0.1 million was attributed to increase in both transportation cost and staff salaries and welfare, offset by a decrease in share-based compensation expenses.
Net Income and EPS
Net income for the first quarter of 2013 was $1.7 million, which grew 87.5% from $0.9 million for the first quarter of 2012. The net income margins were 3.2% and 2.7% for the three months ended March 31, 2013 and 2012, respectively.
Basic and diluted earnings per share were reported at $0.10 for the first quarter of 2013, compared to $0.05 in the first quarter of 2012. Basic and diluted EPS for the first quarter of 2013 was calculated based on 17,086,826 weighted average number of common shares as compared to 17,053,036 weighted average number of common shares for the first quarter of 2012.
Cash and Working Capital
As of March 31, 2013, the Company held $5.7 million in cash and cash equivalents compared to $11.5 million as of December 31, 2012. Working capital increased to $79.9 million from $78.1 million at the end of 2012. The current ratio was 3.01 on March 31, 2013, compared to 3.86 on December 31, 2012.
The decrease in the cash position was largely due to the Company’s significant inventory build-up and advances made to suppliers as of March 31, 2013 in order to meet customers’ delivery schedules in the following quarter.
Annual General Meeting
The Company is scheduled to hold its Annual General Meeting on June 24, 2013 with Proxy Statement filed with the SEC.
Conference Call
SGOCO’s management will host a conference call at 9 a.m. Eastern Time/9 p.m. Beijing Time on Monday, June 17, 2013.
Interested parties may access the call by dialing 1-877-941-1427 (US Toll-free) or 1-480-629-9664 (International) or 400-120-0612 (China Toll-free). The Conference call identification number is 4620997#.
A webcast will also be available via http://public.viavid.com/index.php?id=104868
A recording of the conference call will be accessible within 48 hours via SGOCO’s website at: http://www.sgocogroup.com/us/SGOC/irwebsite/index.php?mod=recent&id=14
About SGOCO Group, Ltd.
SGOCO Group, Ltd. is focused on product design, brand development and distribution of flat panel display products, including computer monitors, TVs, computers and application specific products. SGOCO sells its products and services in the Chinese market and abroad. For more information about SGOCO, please visit our investor relations website http://www.sgocogroup.com.
For investor and media inquiries, please contact:
SGOCO Group, Ltd.
Serena Wu
Investor Relations Manager
Tel: +86 (10) – 85870173 (China)
US: +1(646) – 5831616 (Voice mail)
Email:ir@sgoco.com
Safe Harbor and Informational Statement
This announcement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words “believe,” “expect,” “anticipate,” “future,” “will,” “intend,” “plan,” “estimate” or similar expressions, are “forward-looking statements”. Forward-looking statements in this release include, without limitation, the effectiveness of the Company’s multiple-brand, multiple channel strategy and the transitioning of its product development and sales focus and to a “light-asset” model. Although the Company’s management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. These forward-looking statements can change as a result of many possible events or factors not all of which are known to the Company, which may include, without limitation, requirements or changes adversely affecting the LCD and LED market in China; fluctuations in customer demand for LCD and LED products generally; our success in promoting our brand of LCD and LED products in China and elsewhere; our ability to have effective internal control over financial reporting; our success in designing and distributing products under brands licensed from others; management of sales trend and client mix; possibility of securing loans and other financing without efficient fixed assets as collaterals; changes in government policy in China; the fluctuations and competition in sales and sale prices of LCD and LED products in China; China’s overall economic conditions and local market economic conditions; our ability to expand through strategic acquisitions and establishment of new locations; changing principles of generally accepted accounting principles; compliance with government regulations; legislation or regulatory environments; geopolitical events, and other events and/or risks outlined in SGOCO’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance, and SGOCO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
SGOCO GROUP, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 (Unaudited) (In thousands of U.S.dollars except share and per share data) |
||||||||||||
2013 | 2012 | |||||||||||
REVENUES: | ||||||||||||
Revenues | 54,544 | 34,522 | ||||||||||
COST OF GOODS SOLD: | ||||||||||||
Cost of goods sold | 50,801 | 31,840 | ||||||||||
GROSS PROFIT | 3,743 | 2,682 | ||||||||||
OPERATING EXPENSES: | ||||||||||||
Selling expenses | 244 | 118 | ||||||||||
General and administrative expenses | 832 | 912 | ||||||||||
Total operating expenses | 1,076 | 1,030 | ||||||||||
INCOME FROM OPERATIONS | 2,667 | 1,652 | ||||||||||
OTHER INCOME (EXPENSES): | ||||||||||||
Interest income | 1 | – | ||||||||||
Interest expense | (35) | (15) | ||||||||||
Other income (expense), net | (74) | (14) | ||||||||||
Change in fair value of warrant derivative liability | 5 | 1 | ||||||||||
Total other expenses, net | (103) | (28) | ||||||||||
INCOME BEFORE PROVISION FOR INCOME TAXES | 2,564 | 1,624 | ||||||||||
PROVISION FOR INCOME TAXES | 843 | 706 | ||||||||||
NET INCOME | 1,721 | 918 | ||||||||||
OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||||||
Foreign currency translation adjustment | 14 | (72) | ||||||||||
COMPREHENSIVE INCOME | 1,735 | 846 | ||||||||||
EARNINGS PER SHARE: | ||||||||||||
Basic | 0.10 | 0.05 | ||||||||||
Diluted | 0.10 | 0.05 | ||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||||||||||||
Basic | 17,086,826 | 17,053,036 | ||||||||||
Diluted | 17,086,826 | 17,053,036 |
SGOCO GROUP, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2013 AND DECEMBER 31, 2012 (In thousands of U.S.dollars except share and per share data) |
||||||||
March 31, 2013 | December 31, 2012 | |||||||
ASSETS | (Unaudited) | |||||||
CURRENT ASSETS | ||||||||
Cash | 5,663 | 11,548 | ||||||
Accounts receivable, net | 64,966 | 59,355 | ||||||
Other receivables and prepayments | 1,440 | 169 | ||||||
Inventories | 12,288 | 5,725 | ||||||
Advances to suppliers | 35,313 | 28,511 | ||||||
Other current assets | 27 | 78 | ||||||
Total current assets | 119,697 | 105,386 | ||||||
PLANT AND EQUIPMENT, NET | 257 | 261 | ||||||
Total assets | 119,954 | 105,647 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Short-term loan | 11,800 | 6,230 | ||||||
Accounts payable, trade | 17,197 | 12,038 | ||||||
Accrued liabilities | 104 | 156 | ||||||
Short-term loan – shareholder | 209 | 209 | ||||||
Other payables | 325 | 379 | ||||||
Customer deposits | 2,563 | 1,155 | ||||||
Taxes payable | 7,594 | 7,147 | ||||||
Total current liabilities | 39,792 | 27,314 | ||||||
OTHER LIABILITIES | ||||||||
Warrant derivative liability | 13 | 18 | ||||||
Total liabilities | 39,805 | 27,332 | ||||||
Commitment and contingencies | ||||||||
SHAREHOLDERS’ EQUITY | ||||||||
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil issued and outstanding as of March 31, 2013 and December 31, 2012 |
– | – | ||||||
Common stock, $0.001 par value, 50,000,000 shares authorized, 17,545,356 and 17,465,356 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively |
18 | 17 | ||||||
Paid-in-capital | 24,926 | 24,828 | ||||||
Statutory reserves | 401 | 401 | ||||||
Retained earnings | 54,765 | 53,044 | ||||||
Accumulated other comprehensive income | 39 | 25 | ||||||
Total shareholders’ equity | 80,149 | 78,315 | ||||||
Total liabilities and shareholder’s equity | 119,954 | 105,647 |
SGOCO GROUP, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 (Unaudited) (In thousands of U.S.dollars) |
||||||||||||||||
2013 | 2012 | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
Net income | 1,721 | 918 | ||||||||||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||||
Depreciation and amortization | 18 | 15 | ||||||||||||||
Change in fair value of warrant derivative liability | (5) | (1) | ||||||||||||||
Share-based compensation expenses | 98 | 273 | ||||||||||||||
Change in operating assets and liabilities | ||||||||||||||||
Accounts receivable, trade | (5,657) | (9,511) | ||||||||||||||
Other receivables and prepayments | (1,268) | 392 | ||||||||||||||
Inventories | (6,538) | 11,373 | ||||||||||||||
Advances to suppliers | (6,716) | (8,313) | ||||||||||||||
Other current assets | 54 | 42 | ||||||||||||||
Accounts payables, trade | 5,119 | 270 | ||||||||||||||
Accrued liabilities | (52) | (18) | ||||||||||||||
Other payables | (81) | 788 | ||||||||||||||
Customer deposits | 1,403 | (40) | ||||||||||||||
Taxes payable | 427 | 517 | ||||||||||||||
Net cash used in operating activities | (11,477) | (3,295) | ||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
Settlement of consideration received from disposal of subsidiaries | – | 9,703 | ||||||||||||||
Purchase of equipment | (14) | (67) | ||||||||||||||
Net cash (used in) provided by investing activities | (14) | 9,636 | ||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
Increase in restricted cash | – | (65) | ||||||||||||||
Notes payable | – | 65 | ||||||||||||||
Proceeds from short-term loan | 5,570 | – | ||||||||||||||
Net cash provided by financing activities | 5,570 | – | ||||||||||||||
EFFECT OF EXCHANGE RATE ON CASH | 36 | (93) | ||||||||||||||
(DECREASE) INCREASE IN CASH | (5,885) | 6,248 | ||||||||||||||
CASH, beginning of period | 11,548 | 535 | ||||||||||||||
CASH, end of period | 5,663 | 6,783 | ||||||||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||||||||
Interest expenses paid (net of amount capitalized) | 35 | 15 | ||||||||||||||
Income taxes paid | 399 | 189 | ||||||||||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||||||||||
Settlement of consideration receivable – received in finished goods | – | 13,901 | ||||||||||||||
Jameson Stanford Resources (JMSN) Announces Mineral Exploration Program
LAS VEGAS, NV — (Marketwired) — 06/10/13 — Jameson Stanford Resources Corp. (OTCBB: JMSN) (the “Company”), a metals and minerals exploration, development and production company, today announces its mineral exploration strategy as well as the current status of its existing mining projects.
“Since inception, we have operated as a minerals exploration company focused on acquiring and consolidating mining claims and mineral leases with potential production and future growth through exploration discoveries,” said Michael Stanford, President and CEO of Jameson Stanford Resources. “Our current growth strategy is focused on the initiation and expansion of operations through the exploration and development of our current mining claims and mineral properties into producing projects.”
Results of the Company’s current minerals exploration and expansion programs have included the following activities:
- Commenced drilling program and open prospect pit mining on the Star Mountain/Chopar Mine following SEC Industry Guide 7, and National Instrument 43-101 protocols. 17 exploration drill holes 500′ (five hundred feet) at depth for a total of 8,500′ (eight thousand five hundred feet) of drilling completed thus far. Third party engineering and analytical reports are pending. Fifty more exploratory drilling holes have been selected from the Company’s current geologic observations, geophysical data and geochemical data.
- Acquisition of two Metalliferous Mineral Contracts from the State of Utah Trustlands Administration in areas known to carry economic concentrations of base and precious metals such as copper, lead, zinc, beryllium, bismuth, silver and gold. This acquisition expanded the Company’s land holdings by 3,324 acres (1,407 acres Star Mountain/Chopar Mine and 1,917 acres Spor Mountain Dugway Minerals, respectively).
- Mined 1,200 short tons of hard rock from two prospect pits at Spor Mountain Dugway Minerals for pilot scale run and testing. Third party engineering and analytical reports are pending.
- Stockpiled approximately 40,105 cubic yards (66,574 tons) of mineral sands at the Company’s Ogden Bay Minerals project site for near-term processing.
“The preliminary geological reports have confirmed that our sites contain substantial reserves of high-grade copper, gold and silver as well as other highly marketable metals,” added Mr. Stanford. “We have enlisted some of the top names in the mining industry to complete testing and create the necessary assay and industry reports that we believe will translate into substantial shareholder value as we get further into our next phase of production and delivery.”
Immediate plans for operations are as follows:
- Convert current natural resource sites into producing assets.
- Identify under-explored mines on existing properties and consider additional under-explored mines for acquisition in the mining districts the Company is currently operating that are either built, permitted or have been idled.
- Continue current exploration and drilling programs and invest resources necessary to discover new ore bodies and open additional mines.
About Jameson Stanford Resources Corp.
Jameson Stanford Resources is focused on developing significant mining claims, mineral leases and excavation rights for projects located in historic mining districts and other sites in central and southwestern Utah. The Company is presently engaged in exploration and development activities in connection with two high-grade copper, gold, silver and base metals properties located in historic mining districts in Beaver County and Juab County, Utah. In addition, Jameson Stanford Resources has acquired excavation rights and special permitting related to deposits of alluvial minerals and silica sand located in Weber County, Utah.
Safe Harbor Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements as a result of various factors and other risks, including those set forth in the Company’s Form 10-K filed with the Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements in this release are made as of the date hereof and the Company undertakes no obligation to update such statements.
Contact:
Jameson Stanford Resources Corp.
Las Vegas, NV
www.JamesonStanford.com
702-933-0808
IR@JamesonStanford.com
Mission Investor Relations
Atlanta, GA
www.MissionIR.com
404-941-8975
Investors@MissionIR.com
(OCLR) Chairman And CEO Changeover
SAN JOSE, Calif., June 7, 2013 /PRNewswire/ — Oclaro, Inc. (the “Company”) (NASDAQ: OCLR) announced today that Alain Couder, the Company’s chair and chief executive officer, has retired and that the board of directors has named Greg Dougherty, Oclaro board member, as chief executive officer effective immediately. The Company also announced that Marissa Peterson, Oclaro board member, has been elected as chair.
“On behalf of the entire board, we thank Alain Couder for his contributions to Oclaro,” said Marissa Peterson, chair of the board of directors, Oclaro. “Since joining the company in 2007, Alain has played an important role in transforming the company from a small optical component company called Bookham into an industry leader. As we look ahead, Oclaro’s new CEO, Greg Dougherty brings significant operational experience in the optical industry. We look forward to working closely with Greg as we navigate through the current challenging financial situation.”
Greg Dougherty has served as an Oclaro board member since 2009, and brings to the CEO role substantial leadership, operations, sales, marketing and general management experience in the optical and laser industries, including previous roles as chief operating officer of JDSU, and chief operating officer of SDL.
“Through its rich history of mergers and acquisitions, Oclaro has amassed an extensive technology and product portfolio, and I am honored to join its talented team,” said Greg Dougherty, chief executive officer, Oclaro. “My focus will be to harness those powerful assets to their fullest potential, by accelerating efforts to simplify the company and strengthen our execution; and by focusing on developing and implementing a profitable operating model. My goal is to solidify our position as a leader in the optical industry and to be the preferred supplier to our customers around the world.”
Alain Couder enters retirement after a long and successful career. Mr. Couder first joined the Company’s predecessor, Bookham, Inc., (Bookham) as CEO in August 2007 and was elected chair of the board in July 2011. Mr. Couder led Bookham through its merger with Avanex Corporation to create Oclaro and also led the Company through its merger with Opnext, Inc. in July 2012. Prior to joining Oclaro, Mr. Couder was president and CEO of three private companies, a venture advisor to a venture capital company, the chief operating officer of Agilent Technologies and held various positions over the years with Packard-Bell NEC, Groupe Bulle, Hewlett-Packard and IBM.
“In my career I have had the privilege to work with some of the technology industry’s best and brightest people,” said Alain Couder. “Oclaro has been one of the highlights. With its amazing talent, technology and products, Oclaro can have a substantial impact on the world. As I move on to retirement, I am confident that Oclaro is in good hands under the continued leadership of Greg Dougherty and the exceptional team we have in place.”
Mr. Dougherty, has served as an Oclaro board member since 2009. Prior to Oclaro, Mr. Dougherty served as a director of Avanex Corporation (Avanex) from April 2005 to April 2009, when Avanex and Bookham merged to create Oclaro. Mr. Dougherty has served as a director of Picarro, Inc., a manufacturer of ultra-sensitive gas spectroscopy equipment using laser-based technology, since October 2002. He also served as Picarro’s CEO from 2002 through 2003. Mr. Dougherty served on the board of directors of the Ronald McDonald House at Stanford from January 2004 until 2011. From February 2001 until September 2002, Mr. Dougherty was the chief operating officer of JDS Uniphase Corporation (JDS), an optical technology company. Prior to JDS, he was the chief operating officer of SDL, Inc. from March 1997 to February 2001 when they were acquired by JDS. From 1989 to 1997, Mr. Dougherty was the director of product management and marketing of Lucent Technologies Microelectronics in the Optoelectronics Strategic Business Unit. Mr. Dougherty received a B.Sc. degree in Optics in 1983 from the University of Rochester.
Ms. Peterson who has served as an Oclaro board member since 2011, brings to the chair position her extensive knowledge in the areas of operations, strategy, and customer relations, as well as experience as a senior executive of a large, complex and well-respected technology company. Ms. Peterson was formerly executive vice president, worldwide operations, services and customer advocacy of Sun Microsystems Inc., until her retirement in 2006 after 17 years with the company. From August 2008 to present, Ms. Peterson has served as a director of Humana Inc., a healthcare provider, and is currently a member of their nominating and corporate governance and organization and compensation committees. From August 2006 to present, she has served as a director for Ansell Limited, a global public company listed on the Australia Stock Exchange, where she is currently a member of the audit committee and chair of the risk committee. In addition, Ms. Peterson currently serves as a director of Quantros, Inc. and is a member of their audit committee and chair of the technology committee. She previously served as a director of Supervalu Inc. and the Lucile Packard Children’s Hospital at Stanford, and served on the board of trustees of Kettering University. Ms. Peterson has attained the distinction of being a National Association of Corporate Directors Board Leadership Fellow. Ms. Peterson earned a M.B.A. from Harvard University, and an honorary doctorate of management and a B.S. in mechanical engineering from Kettering University.
About Oclaro
Oclaro, Inc. (NASDAQ: OCLR) is one of the largest providers of lasers and optical components, modules and subsystems for the optical communications, industrial, and consumer laser markets. The company is a global leader dedicated to photonics innovation, with cutting-edge research and development (R&D) and chip fabrication facilities in the U.S., U.K., Italy, Switzerland, Israel, Korea and Japan. It has in-house and contract manufacturing sites in China, Malaysia and Thailand, with design, sales and service organizations in most of the major regions around the world. For more information, visit http://www.oclaro.com.
Copyright 2013. All rights reserved. Oclaro, the Oclaro logo, and certain other Oclaro trademarks and logos are trademarks and/or registered trademarks of Oclaro, Inc. or its subsidiaries in the U.S. and other countries. All other trademarks are the property of their respective owners. Information in this release is subject to change without notice.
Safe Harbor Statement
This press release contains statements about management’s future expectations, plans or prospects of Oclaro and its business, and together with the assumptions underlying these statements, constitute forward-looking statements for the purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts and may contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “outlook,” “could,” “target,” “model,” and other words and terms of similar meaning in connection with any discussion of future events or financial performance. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, such as the factors described in Oclaro’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and other documents we periodically file with the SEC. The forward-looking statements included in this announcement represent Oclaro’s view as of the date of this announcement. Oclaro anticipates that subsequent events and developments may cause Oclaro’s views and expectations to change. Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement.
(HCKT) 2013 Best Practices Conference: “Borderless Business”
As economies around the world become more integrated, understanding the optimal way to operate globally has become a driving force. How companies are addressing the opportunities and challenges of today’s global economy was the focus of The Hackett Group’s 2013 North American Best Practices Conference, “Borderless Business: Integrating the Enterprise for Sustainable Success,” held in Miami May 20-22, 2013.
The Hackett Group (NASDAQ:HCKT), a global strategic business advisory and operations improvement consulting firm, is a leader in best practice advisory, business benchmarking, and transformation consulting services including strategy and operations, working capital management, and globalization advice.
This year’s best practices conference brought together speakers from 17 of the world’s most successful companies, including CEOs, CFOs, CIOs, and leaders in procurement, human resources, and global business services from: Becton, Dickinson and Company; Citigroup; Coca Cola Refreshments USA; Cytec Industries; FedEx; Fidelity Investments; General Electric; General Mills; Hertz; Kimberly-Clark; Kronos; Lennox International; Meritor; MetLife; Office Depot; SAP AG; and TE Connectivity. In addition nine companies served as sponsors for The Hackett Group conference: Cadency, a product of Trintech; Coupa Software; Genpact Limited; HP; Invest Lithuania; Kronos; Open Scan; SAP; and Zycus.
The invitation-only event, which was attended by over 200 senior-level executives from the world’s most respected brands, also featured The Hackett Group latest insights on the strategies and tactics being deployed by the highest performing global companies.
At the conference, The Hackett Group also offered an update and live demonstration of The Hackett Group’s Performance Exchange™, a new automated measurement dashboard designed to accelerate companies’ journeys to world-class performance. The Hackett Group Performance Exchange is a breakthrough performance intelligence solution that automatically extracts data from ERP systems and benchmarks results to produce actionable insights – faster and at a fraction of the cost and effort involved in any benchmarking alternative or building a custom solution.
“Today’s business world is all about transcending borders, and the accelerating flow of ideas, resources, capital, and goods,” explained The Hackett Group Chairman & Chief Executive Officer Ted Fernandez.”The increasingly competitive global marketplace has reduced the interval between seeing an opportunity – or threat – and making the operational changes necessary to respond to it effectively. As a result, information and operational expectations have necessitated one global view of your customers, your supply chain, your operations, your financials and your talent.
“At The Hackett Group’s 2013 North American Best Practices Conference, we offered an opportunity to learn how the world’s most successful companies are adapting to the opportunities and challenges of operating globally,” said Mr. Fernandez.
About The Hackett Group
The Hackett Group (NASDAQ: HCKT), a global strategic business advisory and operations improvement consulting firm, is a leader in best practice advisory, business benchmarking, and transformation consulting services including strategy and operations, working capital management, and globalization advice.
Utilizing best practices and implementation insights from more than 7,500 benchmarking studies, executives use The Hackett Group’s empirically-based approach to quickly define and implement initiatives that enable world-class performance. Through its REL group, The Hackett Group offers working capital solutions focused on delivering significant cash flow improvements. Through its Archstone Consulting group, The Hackett Group offers Strategy & Operations consulting services in the Consumer and Industrial Products, Pharmaceutical, Manufacturing, and Financial Services industry sectors. Through its Hackett Technology Solutions group, The Hackett Group offers business application consulting services that help maximize returns on IT investments. The Hackett Group has completed benchmark studies with over 2,800 major corporations and government agencies, including 97% of the Dow Jones Industrials, 86% of the Fortune 100, 90% of the DAX 30 and 48% of the FTSE 100.
More information on The Hackett Group is available: by phone at (770) 225-7300; by e-mail at info@thehackettgroup.com.
Ocean Power (OPTT) Announces Oregon-Based Regional Representation
PENNINGTON, N.J., June 7, 2013 (GLOBE NEWSWIRE) — Ocean Power Technologies, Inc. (Nasdaq:OPTT) (“OPT”, or “the Company”), a leading wave energy technology company, today announced that it has engaged consultant Kevin Watkins to serve as its Pacific Northwest Representative. OPT is planning for deployment of a Mark 3 PowerBuoy® wave energy conversion system off the coast of Oregon, and Mr. Watkins will provide support to this process as well as work with interested local groups and stakeholders.
Charles F. Dunleavy, Chief Executive Officer of OPT, said, “We are very happy to have the assistance of Kevin, as we progress with our business activities in Oregon. His career experience with both conventional and renewable energy is a key asset, and he has worked in the past with many of the groups interested in OPT’s wave energy project. Living in Oregon, Kevin will be a vital, local link to those stakeholders. His role will include communications, community outreach, and liaison with local regulatory groups.”
Kevin Watkins has worked in the electric power industry for over 30 years. He was the Engineering Vice President at PNGC Power for 15 years where he coordinated power generation operations and information technology activities required to support power scheduling operations.
“I am excited to work with OPT on this ‘first of its kind’ energy generation project for the Pacific Northwest,” said Kevin Watkins. “I have been involved with alternative and emerging electricity generation technologies for several years and ocean wave energy has the potential to provide significant value to the region.” While at PNGC Power, Mr. Watkins also directed implementation of a Smart Grid Investment Grant awarded to PNGC Power and served on technical review and evaluation committees for the Northwest Power Planning Council and the State of Oregon. He is a registered Professional Engineer.
About Ocean Power Technologies
Ocean Power Technologies, Inc. (Nasdaq:OPTT) is a pioneer in wave-energy technology that harnesses ocean wave resources to generate reliable and clean and environmentally-beneficial electricity. OPT has a strong track record in the advancement of wave energy and participates in an estimated $150 billion annual power generation equipment market. OPT’s proprietary PowerBuoy® system is based on modular, ocean-going buoys that capture and convert predictable wave energy into clean electricity. The Company is widely recognized as a leading developer of on-grid and autonomous wave-energy generation systems, benefiting from over 15 years of in-ocean experience. OPT is headquartered in Pennington, New Jersey, USA with an office in Warwick, UK and operations in Melbourne and Perth, Australia. More information can be found at www.oceanpowertechnologies.com.
Forward-Looking Statements
This release may contain “forward-looking statements” that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations about its future plans and performance, including statements concerning the impact of marketing strategies, new product introductions and innovation, deliveries of product, sales, earnings and margins. These forward-looking statements rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the Company’s most recent Form 10-K and subsequent filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.
CONTACT: Ocean Power Technologies, Inc. Charles F. Dunleavy, Chief Executive Officer Telephone: +1 609 730 0400 Kevin Watkins kwatkinspdx@gmail.com Telephone: +1 971 404 4859
Conn’s, Inc. (CONN) Reports Results for the Quarter Ended April 30, 2013
Conn’s, Inc. (NASDAQ:CONN), a specialty retailer of home appliances, furniture, mattresses, consumer electronics and provider of consumer credit, today announced its results for the quarter ended April 30, 2013.
Significant items for the first quarter of fiscal 2014 include:
- Net income equaled $22.2 million, $10.6 million above last year;
- Earnings per diluted share rose to $0.61 from $0.35 per share a year ago on a 10.8% increase in diluted shares outstanding;
- Consolidated revenues were $251.1 million, up 25.0% over the prior-year quarter;
- Same store sales rose 16.5% from the prior-year period, on top of same store sales growth of 17.8% last year;
- Retail gross margin was 40.3% for the quarter, an increase year-over-year of 660 basis points;
- Retail segment operating income was $27.3 million, $16.5 million above the level reported in the prior-year period; and
- Credit segment operating income totaled $11.7 million, an increase of 5.5% from the prior-year quarter.
“We are pleased to again report record net income. Over the past six quarters, our operations have delivered year-over-year expansion in both same store sales and retail margins. With the addition of new stores and update of existing stores, furniture and mattress sales growth is accelerating. Furniture and mattress sales were up over 70% from last year and accounted for 26% of our total product sales in the current period,” stated Theodore M. Wright, the Company’s Chairman and CEO. “May 2013 same store sales rose 18% with same store sales of consumer electronics up 4%.”
Retail Segment Results
Revenues for the quarter ended April 30, 2013 increased $42.6 million, or 25.5%, over the prior-year period to $209.8 million. The year-over-year growth was driven by the significant expansion in same store sales and the five Conn’s HomePlusTM stores opened in fiscal 2013. Two new stores opened on April 26, 2013. As of quarter end, 22 existing stores were updated to the Conn’s HomePlus format.
The following table presents net sales by category and changes in net sales for the current and prior-year quarter:
Three Months ended April 30, | Same store% change | |||||||||||||||||||||||
2013 | % of Total | 2012 | % of Total | Change | % Change | |||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||||||
Home appliance | $ | 57.7 | 27.6 | % | $ | 48.3 | 29.0 | % | $ | 9.4 | 19.4 | % | 11.5 | % | ||||||||||
Furniture and mattress | 49.1 | 23.5 | 28.4 | 17.0 | 20.7 | 72.7 | 50.9 | |||||||||||||||||
Consumer electronic | 56.8 | 27.1 | 52.4 | 31.4 | 4.4 | 8.3 | (0.8 | ) | ||||||||||||||||
Home office | 17.5 | 8.4 | 12.2 | 7.3 | 5.3 | 44.1 | 34.2 | |||||||||||||||||
Other | 9.7 | 4.6 | 10.8 | 6.5 | (1.1 | ) | (9.6 | ) | (15.3 | ) | ||||||||||||||
Product sales | 190.8 | 91.2 | 152.1 | 91.2 | 38.7 | 25.5 | 15.2 | |||||||||||||||||
Repair service agreement commissions | 16.0 | 7.6 | 11.4 | 6.8 | 4.6 | 40.4 | 28.0 | |||||||||||||||||
Service revenues | 2.6 | 1.2 | 3.4 | 2.0 | (0.8 | ) | (24.2 | ) | ||||||||||||||||
Total net sales | $ | 209.4 | 100.0 | % | $ | 166.9 | 100.0 | % | $ | 42.5 | 25.5 | % | 16.5 | % |
The following provides a summary of items influencing the Company’s major product category performance during the quarter, compared to the prior-year period:
- Home appliance average selling price rose 14.6% and unit volume increased 3.8%. Laundry sales increased 25.8%, refrigeration sales were up 16.2% and cooking sales rose 19.4%;
- Furniture unit sales increased 81.6% and the average selling price was down slightly;
- Mattress unit volume increased 33.6% and average selling price was up 19.7%;
- Same store sales of consumer electronics improved through the quarter. In April, same store sales were up 5.9%; and
- Tablet sales increased 218.0% and computer sales were up 16.2%.
Retail gross margin was 40.3% for the quarter ended April 30, 2013, compared to 33.7% in the prior-year period. Certain of the Company’s vendors provide higher promotional assistance during the first quarter of each fiscal year which benefited retail gross margin by approximately 150 basis points in both periods. Margin improvement was reported in each of the product categories – reflecting the benefit of the sale of higher price-point, higher-margin goods and realization of sourcing opportunities. Product margin on furniture and mattress sales rose 6.1 percentage points from the prior-year period to 48.3% of sales. Furniture and mattress sales were 25.7% of total product revenue in the current period and generated 34.8% of the total product gross profit.
Credit Segment Results
Revenues were $41.3 million for the current quarter, up 22.6% from the prior-year period. The revenue increase resulted from an increase in the average receivable portfolio balance outstanding. The portfolio balance rose to $773.4 million at April 30, 2013, from $635.2 million in the prior-year period, due to higher retail sales volumes and credit penetration over the past year. The portfolio interest and fee income yield was 18.0% for the three months ended April 30, 2013, relatively consistent with the prior-year period, but down 70 basis points sequentially as a result of increased short-term, no-interest financing.
Provision for bad debts was $13.8 million for the quarter ended April 30, 2013, an increase of $4.8 million from the prior-year period. This additional provision was driven primarily by the substantial year-over-year growth in the average receivable portfolio balance outstanding, which includes an increase of $31.9 million during the current quarter.
Additional information on the credit portfolio and its performance may be found in the table included within this press release and in the Company’s Form 10-Q to be filed with the Securities and Exchange Commission.
Capital and Liquidity
In March of 2013, the Company received an additional $40 million of lender commitments under its asset-based loan facility increasing total commitments under the facility to $585 million. During the first quarter, the Company also repaid the remaining asset-backed notes. In connection with the early repayment of the asset-backed notes, the Company accelerated the amortization of deferred financing cost resulting in an additional $0.4 million of interest expense.
The Company’s improved operating performance and credit portfolio velocity allowed it to internally fund the growth in its credit portfolio as well as capital expenditures. As of April 30, 2013, the Company had $293.7 million of borrowings outstanding under its asset-based loan facility. Additionally, the Company had $244.6 million of immediately available borrowing capacity as of April 30, 2013, and an additional $45.3 million that could become available upon increases in eligible inventory and customer receivable balances under the borrowing base.
Outlook and Guidance
The Company increased earnings guidance for the fiscal year ending January 31, 2014, to diluted earnings per share of $2.50 to $2.65 on an adjusted basis. The following expectations were considered in developing the guidance for the full year:
- Same stores sales up 8% to 13%;
- New store openings of between 10 and 12;
- Retail gross margin between 37.5% and 38.5%;
- An increase in the credit portfolio balance;
- Credit portfolio interest and fee yield of between 18.0% and 18.3%, reflecting a higher proportion of the portfolio balance represented by no-interest credit programs than in fiscal 2013;
- Provision for bad debts of between 6.5% and 7.0% of the average portfolio balance outstanding;
- Selling, general and administrative expense of between 28.0% and 29.0% of total revenues; and
- Diluted shares outstanding of approximately 37.0 million.
Conference Call Information
Conn’s, Inc. will host a conference call and audio webcast on Thursday, June 6, 2013, at 10:00 A.M. CT, to discuss its earnings and operating performance for the quarter. A link to the live webcast, which will be archived for one year, and slides to be referred to during the call will be available at ir.Conns.com. Participants can join the call by dialing 877-754-5302 or 678-894-3020.
About Conn’s, Inc.
Conn’s is a specialty retailer currently operating 70 retail locations in Texas (58), Louisiana (6), Oklahoma (3), New Mexico (2) and Arizona (1). The Company’s primary product categories include:
- Home appliance, including refrigerators, freezers, washers, dryers, dishwashers and ranges;
- Furniture and mattress, including furniture and related accessories for the living room, dining room and bedroom, as well as both traditional and specialty mattresses;
- Consumer electronic, including LCD, LED, 3-D and plasma televisions, Blu-ray players, home theater and video game products, camcorders, digital cameras, and portable audio equipment; and
- Home office, including computers, tablets, printers and accessories.
Additionally, the Company offers a variety of products on a seasonal basis, including lawn and garden equipment, room air conditioners and outdoor furniture. Unlike many of its competitors, the Company provides flexible in-house credit options for its customers, in addition to third-party financing programs and third-party rent-to-own payment plans.
This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements containing the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Although we believe that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, we can give no assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not limited to: general economic conditions impacting our customers or potential customers; our ability to continue existing or offer new customer financing programs; changes in the delinquency status of our credit portfolio; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores and the updating of existing stores; technological and market developments and sales trends for our major product offerings; our ability to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility, and proceeds from accessing debt or equity markets; and the other risks detailed from time-to-time in our SEC reports, including but not limited to, our Annual Report on Form 10-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
CONN’S, INC. AND SUBSIDIARIES | ||||||||
CONDENSED, CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||
(unaudited) | ||||||||
(in thousands, except per share amounts) | ||||||||
Three Months Ended | ||||||||
April 30, | ||||||||
2013 | 2012 | |||||||
Revenues | ||||||||
Total net sales | $ | 209,448 | $ | 166,937 | ||||
Finance charges and other | 41,615 | 33,914 | ||||||
Total revenues | 251,063 | 200,851 | ||||||
Cost and expenses | ||||||||
Cost of goods sold, including warehousing and occupancy costs | 123,457 | 108,443 | ||||||
Cost of parts sold, including warehousing and occupancy costs | 1,406 | 1,550 | ||||||
Selling, general and administrative expense | 73,255 | 59,656 | ||||||
Provision for bad debts | 13,937 | 9,185 | ||||||
Charges and credits | – | 163 | ||||||
Total cost and expenses | 212,055 | 178,997 | ||||||
Operating income | 39,008 | 21,854 | ||||||
Interest expense | 3,871 | 3,759 | ||||||
Other income, net | (6 | ) | (96 | ) | ||||
Income before income taxes | 35,143 | 18,191 | ||||||
Provision for income taxes | 12,967 | 6,635 | ||||||
Net income | $ | 22,176 | $ | 11,556 | ||||
Earnings per share: | ||||||||
Basic | $ | 0.63 | $ | 0.36 | ||||
Diluted | $ | 0.61 | $ | 0.35 | ||||
Average common shares outstanding: | ||||||||
Basic | 35,313 | 32,195 | ||||||
Diluted | 36,452 | 32,904 |
CONN’S, INC. AND SUBSIDIARIES | ||||||||
CONDENSED RETAIL SEGMENT FINANCIAL INFORMATION | ||||||||
(unaudited) | ||||||||
(in thousands) | ||||||||
Three Months Ended | ||||||||
April 30, | ||||||||
2013 | 2012 | |||||||
Revenues | ||||||||
Product sales | $ | 190,860 | $ | 152,115 | ||||
Repair service agreement commissions | 15,989 | 11,392 | ||||||
Service revenues | 2,599 | 3,430 | ||||||
Total net sales | 209,448 | 166,937 | ||||||
Finance charges and other | 339 | 241 | ||||||
Total revenues | 209,787 | 167,178 | ||||||
Cost and expenses | ||||||||
Cost of goods sold, including warehousing and occupancy costs | 123,457 | 108,443 | ||||||
Cost of parts sold, including warehousing and occupancy costs | 1,406 | 1,550 | ||||||
Selling, general and administrative expense | 57,510 | 46,049 | ||||||
Provision for bad debts | 114 | 212 | ||||||
Charges and credits | – | 163 | ||||||
Total cost and expenses | 182,487 | 156,417 | ||||||
Operating income | 27,300 | 10,761 | ||||||
Other income, net | (6 | ) | (96 | ) | ||||
Income before income taxes | $ | 27,306 | $ | 10,857 | ||||
Retail gross margin | 40.3 | % | 33.7 | % | ||||
Selling, general and administrative expense as percent of revenues | 27.4 | % | 27.5 | % | ||||
Operating margin | 13.0 | % | 6.4 | % | ||||
Number of stores: | ||||||||
Beginning of period | 68 | 65 | ||||||
Opened | 2 | – | ||||||
Closed | – | – | ||||||
End of period | 70 | 65 |
CONN’S, INC. AND SUBSIDIARIES | ||||||||
CONDENSED CREDIT SEGMENT FINANCIAL INFORMATION | ||||||||
(unaudited) | ||||||||
(in thousands) | ||||||||
Three Months Ended | ||||||||
April 30, | ||||||||
2013 | 2012 | |||||||
Revenues | ||||||||
Finance charges and other | $ | 41,276 | $ | 33,673 | ||||
Cost and expenses | ||||||||
Selling, general and administrative expense | 15,745 | 13,607 | ||||||
Provision for bad debts | 13,823 | 8,973 | ||||||
Total cost and expenses | 29,568 | 22,580 | ||||||
Operating income | 11,708 | 11,093 | ||||||
Interest expense | 3,871 | 3,759 | ||||||
Income before income taxes | $ | 7,837 | $ | 7,334 | ||||
Selling, general and administrative expense as percent of revenues | 38.1 | % | 40.4 | % | ||||
Operating margin | 28.4 | % | 32.9 | % |
CUSTOMER RECEIVABLE PORTFOLIO STATISTICS | ||||||||
(dollars in thousands, except average outstanding customer balance) | ||||||||
April 30, | ||||||||
2013 | 2012 | |||||||
Total outstanding balance | $ | 773,436 | $ | 635,233 | ||||
Weighted average credit score of outstanding balances | 596 | 601 | ||||||
Number of active accounts | 486,988 | 458,493 | ||||||
Average outstanding customer balance | $ | 1,588 | $ | 1,385 | ||||
Account balances 60+ days past due | $ | 51,543 | $ | 46,438 | ||||
Percent 60+ days past due | 6.7 | % | 7.3 | % | ||||
Percent of portfolio re-aged | 11.2 | % | 11.6 | % | ||||
Three Months Ended | ||||||||
April 30, | ||||||||
2013 | 2012 | |||||||
Weighted average origination credit score of sales financed | 602 | 615 | ||||||
Weighted average monthly payment rate | 6.2 | % | 6.1 | % | ||||
Interest and fee income yield, annualized | 18.0 | % | 18.0 | % | ||||
Percent of bad debt charge-offs (net of recoveries) to average outstanding balance, annualized | 6.1 | % | 8.5 | % | ||||
Percent of sales paid for by payment option: | ||||||||
In-house financing, including down payment received | 74.0 | % | 66.9 | % | ||||
Third-party financing | 11.8 | % | 12.5 | % | ||||
Third-party rent-to-own options | 3.8 | % | 3.7 | % | ||||
Total | 89.6 | % | 83.1 | % |
CONN’S, INC. AND SUBSIDIARIES | ||||||||
CONDENSED, CONSOLIDATED BALANCE SHEET | ||||||||
(unaudited) | ||||||||
(in thousands) | ||||||||
April 30, | January 31, | |||||||
2013 | 2013 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 4,310 | $ | 3,849 | ||||
Customer accounts receivable, net | 395,085 | 378,050 | ||||||
Other accounts receivable, net | 51,565 | 45,759 | ||||||
Inventories | 88,862 | 73,685 | ||||||
Deferred income taxes | 15,327 | 15,302 | ||||||
Prepaid expenses and other assets | 6,121 | 11,599 | ||||||
Total current assets | 561,270 | 528,244 | ||||||
Long-term customer accounts receivable, net | 324,213 | 313,011 | ||||||
Property and equipment, net | 51,731 | 46,994 | ||||||
Deferred income taxes | 10,938 | 11,579 | ||||||
Other assets, net | 9,122 | 10,029 | ||||||
Total Assets | $ | 957,274 | $ | 909,857 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities | ||||||||
Current portion of long-term debt | $ | 222 | $ | 32,526 | ||||
Accounts payable | 74,748 | 69,608 | ||||||
Accrued liabilities | 33,078 | 29,496 | ||||||
Other current liabilities | 24,451 | 19,533 | ||||||
Total current liabilities | 132,499 | 151,163 | ||||||
Long-term debt | 293,773 | 262,531 | ||||||
Other long-term liabilities | 22,572 | 21,713 | ||||||
Stockholders’ equity | 508,430 | 474,450 | ||||||
Total liabilities and stockholders’ equity | $ | 957,274 | $ | 909,857 | ||||
Total debt as a percentage of stockholders’ equity | 57.8 | % | 62.2 | % |
Ciena (CIEN) Reports Fiscal Second Quarter 2013 Financial Results
Ciena® Corporation (NASDAQ: CIEN), the network specialist, today announced unaudited financial results for its fiscal second quarter ended April 30, 2013.
For the fiscal second quarter 2013, Ciena reported revenue of $507.7 million.
On the basis of generally accepted accounting principles (GAAP), Ciena’s net loss for the fiscal second quarter 2013 was $(27.1) million, or $(0.27) per common share, which compares to a GAAP net loss of $(27.8) million, or $(0.28) per common share, for the fiscal second quarter 2012.
Ciena’s adjusted (non-GAAP) net income for the fiscal second quarter 2013 was $2.2 million, or $0.02 per common share, which compares to an adjusted (non-GAAP) net income of $3.7 million, or $0.04 per common share, for the fiscal second quarter 2012.
“We have designed Ciena to take advantage of the fundamental shift in network architecture driven by changing end-user demands, and our strong quarterly and first half of 2013 performance are a direct result of that strategy. Our unique ability to provide customers convergence, automation, openness and software intelligence positions us to lead the industry in this shift,” said Gary B. Smith, president and CEO of Ciena. “These dynamics are creating new opportunities that we believe will enable us to continue making progress toward our long-term financial goals.”
Fiscal Second Quarter 2013 Performance Summary
The tables below (in millions, except percentage data) provide comparisons of certain quarterly results to prior periods, including sequential quarterly and year-over-year changes. A reconciliation between the GAAP and adjusted (non-GAAP) measures contained in this release is included in Appendix A.
GAAP Results | ||||||||||||||||||
Q2 | Q1 | Q2 | Period Change | |||||||||||||||
FY 2013 | FY 2013 | FY 2012 | Q-T-Q* | Y-T-Y* | ||||||||||||||
Revenue | $ | 507.7 | $ | 453.1 | $ | 477.6 | 12.1 | % | 6.3 | % | ||||||||
Gross margin | 41.3 | % | 43.2 | % | 38.3 | % | (1.9 | )% | 3.0 | % | ||||||||
Operating expense | $ | 220.1 | $ | 201.4 | $ | 194.4 | 9.3 | % | 13.2 | % | ||||||||
Operating margin | (2.1 | )% | (1.2 | )% | (2.4 | )% | (0.9 | )% | 0.3 | % | ||||||||
Non-GAAP Results | ||||||||||||||||||
Q2 | Q1 | Q2 | Period Change | |||||||||||||||
FY 2013 | FY 2013 | FY 2012 | Q-T-Q* | Y-T-Y* | ||||||||||||||
Revenue | $ | 507.7 | $ | 453.1 | $ | 477.6 | 12.1 | % | 6.3 | % | ||||||||
Adj. gross margin | 42.5 | % | 44.6 | % | 39.6 | % | (2.1 | )% | 2.9 | % | ||||||||
Adj. operating expense | $ | 197.4 | $ | 176.6 | $ | 172.9 | 11.8 | % | 14.2 | % | ||||||||
Adj. operating margin | 3.7 | % | 5.6 | % | 3.4 | % | (1.9 | )% | 0.3 | % | ||||||||
Revenue by Segment | ||||||||||||||||||||
Q2 FY 2013 | Q1 FY 2013 | Q2 FY 2012 | ||||||||||||||||||
Revenue | % | Revenue | % | Revenue | % | |||||||||||||||
Converged Packet Optical | $ | 291.4 | 57.4 | $ | 240.0 | 53.0 | $ | 264.6 | 55.4 | |||||||||||
Packet Networking | 57.1 | 11.2 | 45.8 | 10.1 | 29.9 | 6.3 | ||||||||||||||
Optical Transport | 57.4 | 11.3 | 57.6 | 12.7 | 84.4 | 17.7 | ||||||||||||||
Software and Services | 101.8 | 20.1 | 109.7 | 24.2 | 98.7 | 20.6 | ||||||||||||||
Total | $ | 507.7 | 100.0 | $ | 453.1 | 100.0 | $ | 477.6 | 100.0 | |||||||||||
* Denotes % change, or in the case of margin, absolute change |
Additional Performance Metrics for Fiscal Second Quarter 2013
- Non-U.S. customers contributed 43% of total revenue
- Two customers accounted for greater than 10% of revenue and represented 31.3% of total revenue
- Cash and investments totaled $456.5 million
- Cash flow from operations totaled $44.9 million
- Free cash flow totaled $35.6 million
- Average days’ sales outstanding (DSOs) were 75
- Accounts receivable balance was $421.0 million
- Inventories totaled $248.1 million, including:
- Raw materials: $49.9 million
- Work in process: $9.7 million
- Finished goods: $145.1 million
- Deferred cost of sales: $84.2 million
- Reserve for excess and obsolescence: $(40.8) million
- Product inventory turns were 3.9
- Headcount totaled 4,546
Business Outlook for Fiscal Third Quarter 2013
Statements relating to business outlook are forward-looking in nature and actual results may differ materially. These statements should be read in the context of the Notes to Investors below.
Ciena expects fiscal third quarter 2013 financial performance to include:
- Revenue in the range of $515 to $545 million
- Adjusted (non-GAAP) gross margin in the low 40s percent range
- Adjusted (non-GAAP) operating expense in the mid $190s million range
Live Web Broadcast of Unaudited Fiscal Second Quarter 2013 Results
Ciena will host a discussion of its unaudited fiscal second quarter 2013 results with investors and financial analysts today, Thursday, June 6, 2013 at 8:30 a.m. (Eastern). The live broadcast of the discussion will be available via Ciena’s homepage at http://www.ciena.com/. To accompany its live broadcast, Ciena has posted to the Investor Relations page of its website at: www.ciena.com/investors a presentation for investors that includes certain highlighted information relating to this quarter and certain historical results of operation. An archived transcript of the discussion will be available shortly following the conclusion of the live broadcast on the Investor Relations page of Ciena’s website at: www.ciena.com/investors.
Notes to Investors
Forward-looking statements. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. Forward-looking statements in this release include Ciena’s business outlook for the fiscal third quarter of 2013 as well as: “We have designed Ciena to take advantage of the fundamental shift in network architecture driven by changing end-user demands, and our strong quarterly and first half of 2013 performance are a direct result of that strategy.”; “Our unique ability to provide customers convergence, automation, openness and software intelligence positions us to lead the industry in this shift.”; “These dynamics are creating new opportunities that we believe will enable us to continue making progress toward our long-term financial goals.”
Ciena’s actual results, performance or events may differ materially from these forward-looking statements made or implied due a number of risks and uncertainties relating to Ciena’s business, including: the effect of broader economic and market conditions on our customers and their business; changes in network spending or network strategy by large communication service providers; seasonality and the timing and size of customer orders, including our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; supply chain disruptions and the level of success relating to efforts to optimize Ciena’s operations; changes in foreign currency exchange rates affecting revenue and operating expense; and the other risk factors disclosed in Ciena’s Report on Form 10-Q filed with the Securities and Exchange Commission on March 13, 2013. Ciena assumes no obligation to update any forward-looking information included in this press release.
Non-GAAP Presentation of Quarterly Results. This release includes non-GAAP measures of Ciena’s gross profit, operating expense, income (loss) from operations, net income (loss) and net income (loss) per share. In evaluating the operating performance of Ciena’s business, management excludes certain charges and credits that are required by GAAP. These items share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena’s control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena’s GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena’s non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena’s results of operations in conjunction with our corresponding GAAP results. To the extent not previously disclosed in a prior Ciena financial results press release, Appendix A to this press release sets forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release.
About Ciena
Ciena is the network specialist. We collaborate with customers worldwide to unlock the strategic potential of their networks and fundamentally change the way they perform and compete. Ciena leverages its deep expertise in packet and optical networking and distributed software automation to deliver solutions in alignment with OPn, its approach for building open next-generation networks. We enable a high-scale, programmable infrastructure that can be controlled and adapted by network-level applications, and provide open interfaces to coordinate computing, storage and network resources in a unified, virtualized environment. Investors are encouraged to review the Investors section of our website at www.ciena.com/investors, where we routinely post press releases, SEC filings, recent news, financial results, other announcements and, from time to time, exclusively post material information as with the other disclosure channels that we use.
CIENA CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Quarter Ended April 30, | Six Months Ended April 30, | |||||||||||||||
2012 | 2013 | 2012 | 2013 | |||||||||||||
Revenue: | ||||||||||||||||
Products | $ | 384,726 | $ | 413,217 | $ | 718,399 | $ | 766,274 | ||||||||
Services | 92,891 | 94,495 | 175,903 | 194,531 | ||||||||||||
Total revenue | 477,617 | 507,712 | 894,302 | 960,805 | ||||||||||||
Cost of goods sold: | ||||||||||||||||
Products | 234,372 | 239,441 | 432,124 | 435,962 | ||||||||||||
Services | 60,304 | 58,758 | 111,481 | 119,535 | ||||||||||||
Total cost of goods sold | 294,676 | 298,199 | 543,605 | 555,497 | ||||||||||||
Gross profit | 182,941 | 209,513 | 350,697 | 405,308 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 90,399 | 100,787 | 180,063 | 189,912 | ||||||||||||
Selling and marketing | 62,517 | 74,475 | 126,928 | 141,063 | ||||||||||||
General and administrative | 26,670 | 30,883 | 56,334 | 59,091 | ||||||||||||
Amortization of intangible assets | 12,967 | 12,439 | 26,438 | 24,892 | ||||||||||||
Restructuring costs | 1,851 | 1,509 | 3,573 | 6,539 | ||||||||||||
Total operating expenses | 194,404 | 220,093 | 393,336 | 421,497 | ||||||||||||
Loss from operations | (11,463 | ) | (10,580 | ) | (42,639 | ) | (16,189 | ) | ||||||||
Interest and other income (loss), net | (4,387 | ) | (2,716 | ) | (9,274 | ) | (2,853 | ) | ||||||||
Interest expense | (9,646 | ) | (11,392 | ) | (19,216 | ) | (22,124 | ) | ||||||||
Loss on extinguishment of debt | — | — | — | (28,630 | ) | |||||||||||
Loss before income taxes | (25,496 | ) | (24,688 | ) | (71,129 | ) | (69,796 | ) | ||||||||
Provision for income taxes | 2,284 | 2,391 | 4,304 | 4,607 | ||||||||||||
Net loss | $ | (27,780 | ) | $ | (27,079 | ) | $ | (75,433 | ) | $ | (74,403 | ) | ||||
Basic net loss per common share | $ | (0.28 | ) | $ | (0.27 | ) | $ | (0.77 | ) | $ | (0.73 | ) | ||||
Diluted net loss per potential common share | $ | (0.28 | ) | $ | (0.27 | ) | $ | (0.77 | ) | $ | (0.73 | ) | ||||
Weighted average basic common shares outstanding | 98,981 | 101,913 | 98,525 | 101,560 | ||||||||||||
Weighted average dilutive potential common shares outstanding | 98,981 | 101,913 | 98,525 | 101,560 | ||||||||||||
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands, except share data) | ||||||||
(unaudited) | ||||||||
October 31, | April 30, | |||||||
2012 | 2013 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 642,444 | $ | 356,498 | ||||
Short-term investments | 50,057 | 99,973 | ||||||
Accounts receivable, net | 345,496 | 421,014 | ||||||
Inventories | 260,098 | 248,096 | ||||||
Prepaid expenses and other | 117,595 | 138,577 | ||||||
Total current assets | 1,415,690 | 1,264,158 | ||||||
Equipment, furniture and fixtures, net | 123,580 | 117,553 | ||||||
Other intangible assets, net | 257,137 | 221,476 | ||||||
Other long-term assets | 84,736 | 90,157 | ||||||
Total assets | $ | 1,881,143 | $ | 1,693,344 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 179,704 | $ | 198,820 | ||||
Accrued liabilities | 209,540 | 222,783 | ||||||
Deferred revenue | 79,516 | 98,603 | ||||||
Convertible notes payable | 216,210 | — | ||||||
Total current liabilities | 684,970 | 520,206 | ||||||
Long-term deferred revenue | 27,560 | 28,272 | ||||||
Other long-term obligations | 31,779 | 32,989 | ||||||
Long-term convertible notes payable | 1,225,806 | 1,209,814 | ||||||
Total liabilities | $ | 1,970,115 | $ | 1,791,281 | ||||
Commitments and contingencies | ||||||||
Stockholders’ equity (deficit): | ||||||||
Preferred stock – par value $0.01; 20,000,000 shares authorized; zero shares issued and outstanding | — | — | ||||||
Common stock – par value $0.01; 290,000,000 shares authorized; 100,601,792 and 102,035,119 shares issued and outstanding | 1,006 | 1,020 | ||||||
Additional paid-in capital | 5,797,765 | 5,864,381 | ||||||
Accumulated other comprehensive income (loss) | (3,354 | ) | (4,546 | ) | ||||
Accumulated deficit | (5,884,389 | ) | (5,958,792 | ) | ||||
Total stockholders’ equity (deficit) | (88,972 | ) | (97,937 | ) | ||||
Total liabilities and stockholders’ equity (deficit) | $ | 1,881,143 | $ | 1,693,344 | ||||
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
Six Months Ended April 30, | ||||||||
2012 | 2013 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (75,433 | ) | $ | (74,403 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Loss on extinguishment of debt | — | 28,630 | ||||||
Depreciation of equipment, furniture and fixtures, and amortization of leasehold improvements | 29,079 | 28,857 | ||||||
Share-based compensation costs | 16,830 | 18,147 | ||||||
Amortization of intangible assets | 37,865 | 35,661 | ||||||
Provision for inventory excess and obsolescence | 13,982 | 9,027 | ||||||
Provision for warranty | 16,615 | 11,060 | ||||||
Other | 7,993 | 5,068 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | 19,107 | (76,526 | ) | |||||
Inventories | (26,630 | ) | 2,975 | |||||
Prepaid expenses and other | 19,597 | (33,969 | ) | |||||
Accounts payable, accruals and other obligations | 8,315 | 24,805 | ||||||
Deferred revenue | 6,036 | 19,799 | ||||||
Net cash provided by (used in) operating activities | 73,356 | (869 | ) | |||||
Cash flows used in investing activities: | ||||||||
Payments for equipment, furniture, fixtures and intellectual property | (16,150 | ) | (21,496 | ) | ||||
Restricted cash | (17,202 | ) | 1,679 | |||||
Purchase of available for sale securities | — | (99,914 | ) | |||||
Proceeds from maturities of available for sale securities | — | 50,000 | ||||||
Proceeds from sale of cost method investment | 524 | — | ||||||
Net cash used in investing activities | (32,828 | ) | (69,731 | ) | ||||
Cash flows from financing activities: | ||||||||
Payment of long term debt | — | (216,210 | ) | |||||
Payment for debt and equity issuance costs | — | (3,661 | ) | |||||
Payment of capital lease obligations | (699 | ) | (1,427 | ) | ||||
Proceeds from issuance of common stock | 5,715 | 5,955 | ||||||
Net cash provided by (used in) financing activities | 5,016 | (215,343 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents | (1,893 | ) | (3 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 45,544 | (285,943 | ) | |||||
Cash and cash equivalents at beginning of period | 541,896 | 642,444 | ||||||
Cash and cash equivalents at end of period | $ | 585,547 | $ | 356,498 | ||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for interest | $ | 16,520 | $ | 15,720 | ||||
Cash paid during the period for income taxes, net | $ | 5,811 | $ | 5,136 | ||||
Non-cash investing and financing activities | ||||||||
Purchase of equipment in accounts payable | $ | 4,004 | $ | 3,006 | ||||
Fixed assets acquired under capital leases | $ | 4,427 | $ | 1,286 | ||||
APPENDIX A – Reconciliation of Adjusted (Non- GAAP) Quarterly Measurements | ||||||||
Quarter Ended | ||||||||
April 30, | ||||||||
2012 | 2013 | |||||||
Gross Profit Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP gross profit | $ | 182,941 | $ | 209,513 | ||||
Share-based compensation-products | 460 | 686 | ||||||
Share-based compensation-services | 367 | 435 | ||||||
Amortization of intangible assets | 5,484 | 5,384 | ||||||
Total adjustments related to gross profit | 6,311 | 6,505 | ||||||
Adjusted (non-GAAP) gross profit | $ | 189,252 | $ | 216,018 | ||||
Adjusted (non-GAAP) gross profit percentage | 39.6 | % | 42.5 | % | ||||
Operating Expense Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP operating expense | $ | 194,404 | $ | 220,093 | ||||
Share-based compensation-research and development | 2,092 | 2,204 | ||||||
Share-based compensation-sales and marketing | 2,820 | 3,382 | ||||||
Share-based compensation-general and administrative | 2,141 | 3,144 | ||||||
Acquisition and integration costs | (410 | ) | — | |||||
Amortization of intangible assets | 12,967 | 12,439 | ||||||
Restructuring costs | 1,851 | 1,509 | ||||||
Total adjustments related to operating expense | 21,461 | 22,678 | ||||||
Adjusted (non-GAAP) operating expense | $ | 172,943 | $ | 197,415 | ||||
Income (Loss) from Operations Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP loss from operations | $ | (11,463 | ) | $ | (10,580 | ) | ||
Total adjustments related to gross profit | 6,311 | 6,505 | ||||||
Total adjustments related to operating expense | 21,461 | 22,678 | ||||||
Adjusted (non-GAAP) income from operations | $ | 16,309 | $ | 18,603 | ||||
Adjusted (non-GAAP) operating margin percentage | 3.4 | % | 3.7 | % | ||||
Net Income (Loss) Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP net loss | $ | (27,780 | ) | $ | (27,079 | ) | ||
Total adjustments related to gross profit | 6,311 | 6,505 | ||||||
Total adjustments related to operating expense | 21,461 | 22,678 | ||||||
Non-cash interest expense | — | 247 | ||||||
Change in fair value of embedded redemption feature | 3,750 | (120 | ) | |||||
Adjusted (non-GAAP) net income | $ | 3,742 | $ | 2,231 | ||||
Weighted average basic common shares outstanding | 98,981 | 101,913 | ||||||
Weighted average dilutive potential common shares outstanding | 100,715 | 103,165 | ||||||
Net Income (Loss) per Common Share | ||||||||
GAAP diluted net loss per common share | $ | (0.28 | ) | $ | (0.27 | ) | ||
Adjusted (non-GAAP) diluted net income per common share | $ | 0.04 | $ | 0.02 | ||||
The adjusted (non-GAAP) measures above and their reconciliation to Ciena’s GAAP results for the periods presented reflect adjustments relating to the following items:
- Share-based compensation expense – a non-cash expense incurred in accordance with share-based compensation accounting guidance.
- Amortization of intangible assets – a non-cash expense arising from the acquisition of intangible assets, principally developed technologies and customer-related intangibles, that Ciena is required to amortize over its expected useful life.
- Acquisition and integration costs – reflects transaction expense, and consulting and third party service fees associated with the acquisition of the Nortel MEN Business and the integration of this business into Ciena’s operations.
- Restructuring costs – costs incurred as a result of restructuring activities (or in the case of recoveries, previous restructuring activities) taken to align resources with perceived market opportunities.
- Non-cash interest expense – a non-cash debt discount expense amortized as interest expense during the term of Ciena’s 4.0% senior convertible notes due December 15, 2020 relating to the required separate accounting of the equity component of these convertible notes.
- Change in fair value of embedded redemption feature – a non-cash unrealized gain or loss reflective of a mark to market fair value adjustment of an embedded derivative related to the redemption feature of Ciena’s outstanding 4.0% senior convertible notes due March 15, 2015.
Cardium (CXM) Initial Voting Results And Temporary Adjournment of Annual Meeting
SAN DIEGO, June 6, 2013 /PRNewswire/ — Cardium Therapeutics (NYSE MKT: CXM) held its Annual Meeting of Stockholders earlier today. The proposals considered at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 29, 2013.
At today’s annual meeting, stockholders considered and approved the following matters: (a) the re-election of the Company’s Class I Directors, which included Edward W. Gabrielson, M.D. and Lon E. Otremba, each to serve for a three-year term; (b) the compensation paid to the Company’s named executive officers; (c) establishment of a three-year advisory say on pay frequency; (d) the sale of certain Series A preferred stock; and (e) ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
The Company temporarily adjourned the meeting to allow for additional time for stockholders to vote on two remaining proposals related to a proposed reverse stock split and a charter amendment, which were favored by a majority of shares voted but which also require a majority of all outstanding shares, including unvoted shares. Of the votes that were cast prior to today’s meeting, approximately 61% were voted in favor of the reverse stock split and approximately 66% were voted in favor of the increase in the number of authorized shares. However, both proposals also require the affirmative vote of a majority of the issued and outstanding shares of Cardium’s common stock, which includes more than 38 million shares that remain unvoted. The adjournment will allow for additional stockholders to vote on these proposals. The annual meeting will reconvene on June 21, 2013 at 9:00 a.m., Pacific Time, at the same location.
“We are encouraged by the favorable support that we have received to date from our stockholders who have voted in favor of all of the proposals recommended by the Board of Directors as described in our proxy,” stated Christopher J. Reinhard, Chairman and CEO of Cardium. As previously reported, Glass Lewis and ISS, the leading independent proxy and corporate governance advisory firms, have also recommended in favor of all of the proposals, including the stock split and charter amendment, and given the importance of these issues, we want to make sure that all stockholders have sufficient time to vote their preferences. We encourage stockholders who have not yet executed a proxy to do so. This will help save us further solicitation costs on the proposals and ensure that they are represented.”
Proposal five gives Cardium’s Board of Directors the authority to effect a reverse split of the Company’s outstanding common stock. Proposal six provides for an amendment to the Company’s Amended and Restate Certificate of Corporation – which amendment would ONLY be entered in the event that Proposal 5 is not approved – and which would allow for the increase in the number of authorized share of common stock of the Company from 200,000,000 to 400,000,000.
During the period of the adjournment, Cardium will continue to solicit proxies from its stockholders with respect to the remaining two proposals. Stockholders who have already voted need not take any action on the proposal, although they may change their vote for the Proposals by executing a new proxy, revoking a previously given proxy as set forth in Cardium’s proxy statement, or by calling 888-219-8320.
Cardium’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov or from the Company’s website at www.cardiumthx.com. Only stockholders who held the Company’s common stock as of the record date of April 26, 2013 are eligible to vote.
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 and in the investor presentation available on the Company’s website and to be presented following the annual meeting of stockholders 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 the company will obtain sufficient additional votes in connection with the adjourned meeting or that the remaining proposals will be approved at the adjourned meeting or at any subsequent meeting, 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 or other matters submitted for approval by stockholders 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.
Avanir (AVNR) Accelerates Development Path for AVP-786 After FDA Pre-IND Success
Expedited Development Path will Allow Seamless Integration of AVP-786 into ongoing Clinical Programs
ALISO VIEJO, Calif., June 5, 2013 /PRNewswire/ — Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that the U.S. Food and Drug Administration (FDA) has agreed to an expedited development pathway for their next-generation compound, AVP-786, requiring only a limited pre-clinical package as part of the Investigational New Drug (IND) application. Upon completion of these preclinical studies the company intends to proceed directly into human clinical trials.
(Logo: http://photos.prnewswire.com/prnh/20130207/LA55901LOGO )
“We are very pleased with the outcome of our recent meeting with the Division of Neurology of the FDA,” said Joao Siffert, MD, Avanir’s chief scientific officer. “Avanir will be allowed to reference the extensive data generated during AVP-923 development programs in support of the AVP-786 IND and subsequent new drug application. This has the potential to substantially reduce the cost and time to market. We anticipate that we will be able to seamlessly integrate AVP-786 into our ongoing development programs in neuropathic pain, agitation in Alzheimer’s disease and levodopa induced dyskinesia in Parkinson’s disease.”
About AVP-786
AVP-786 is a novel investigational drug product consisting of a combination of deuterium modified dextromethorphan (a new chemical entity or NCE) and ultra-low dose quinidine, used as a metabolic inhibitor. Incorporation of deuterium into specific positions of the dextromethorphan molecule strengthens the chemical bonds and reduces susceptibility to enzyme cleavage and first pass metabolism, but without altering its pharmacology. AVP-786 is an investigational drug not approved by the FDA.
About AVP-923
AVP-923 is a combination of two well-characterized compounds, the active CNS ingredient dextromethorphan hydrobromide (an uncompetitive NMDA receptor antagonist and sigma-1 receptor agonist) plus low-dose quinidine sulfate (a CYP2D6 enzyme inhibitor), which serves to increase the bioavailability of dextromethorphan. AVP-923 is being studied in several ongoing clinical trials including agitation in Alzheimer’s disease, neuropathic pain in Multiple Sclerosis, levodopa-induced dyskinesia in Parkinson’s disease, and behavioral symptoms of autism. AVP-923 for the above investigational uses has not been approved by the FDA.
About Avanir Pharmaceuticals, Inc.
Avanir Pharmaceuticals, Inc. is a biopharmaceutical company focused on bringing innovative medicines to patients with central nervous system disorders of high unmet medical need. As part of our commitment, we have extensively invested in our pipeline and are dedicated to advancing medicines that can substantially improve the lives of patients and their loved ones. For more information about Avanir, please visit www.avanir.com.
AVANIR® is a trademark or registered trademark of Avanir Pharmaceuticals, Inc. in the United States and other countries.
©2013 Avanir Pharmaceuticals, Inc. All Rights Reserved.
Forward Looking Statements
Except for the historical information contained herein, the matters set forth in this press release, including statements regarding Avanir’s plans, potential opportunities, financial or other expectations, projections, goals objectives, milestones, strategies, market growth, timelines, legal matters, product pipeline, clinical studies, product development and the potential benefits of its commercialized products and products under development 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 the risks and uncertainties associated with, the market demand for and acceptance of Avanir’s products domestically and internationally, research, development and commercialization of new products domestically and internationally, including the risks and uncertainties associated with meeting the objectives of the study of AVP-786, including, but not limited to, risks relating to the successful development of this investigational drug, delays or failures in enrollment, obtaining additional indications for commercially marketed products domestically and internationally, obtaining and maintaining regulatory approvals domestically and internationally, and other risks detailed from time to time in the Company’s most recent Annual Report on Form 10-K and other documents subsequently filed with or furnished to the Securities and Exchange Commission. These forward-looking statements are based on current information that may change and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances after the issuance of this press release.
Avanir Investor & Media Contact
Ian Clements, PhD
ir@avanir.com
+1 (949) 389-6700
Peter J. Carbonaro Joins Atossa Genetics (ATOS) as Senior VP of Operations
SEATTLE, WA — (Marketwired) — 06/05/13 — Atossa Genetics, Inc. (NASDAQ: ATOS), The Breast Health Company™, announced today that Peter J. Carbonaro has joined the Company as Senior Vice President of Operations, a newly created position. Mr. Carbonaro’s primarily focus and responsibilities include regulatory, quality, manufacturing, supply chain, IT, Facilities and Human Resources. He reports to Dr. Steven Quay, Chairman, CEO & President.
A veteran diagnostic/medical device/biotechnology industry decision maker, Mr. Carbonaro brings more than 30 years’ experience in process development, supply chain and manufacturing. This includes expertise in product development, technology transfer, manufacturing and supply chain at a number of prominent companies including Gilead Sciences and Hoffmann LaRoche as well as several early stage companies.
“The Company is very fortunate to have Peter Carbonaro join us as at this pivotal time as we continue to ramp up sales and manufacturing of our ForeCYTE Breast Health Test,” said Dr. Quay. “Peter’s extensive industry experience and in-depth operations and manufacturing expertise will be invaluable in helping us make the ForeCYTE test available to millions of women across America.”
“Atossa Genetics has the potential to change the way we think about breast cancer risk assessment and prevention and I am excited to join the Atossa team to help make the ForeCYTE test and other products and services developed by the Company become the standard of care,” said Mr. Carbonaro. “I am honored to join the Atossa team to drive our success for the benefit of women in the fight against breast cancer.”
Prior to joining Atossa Genetics, Mr. Carbonaro (54) served as Vice President, Operations, at Ondine Biomedical, Inc. from 2011 to 2013. From 2006 to 2011, Mr. Carbonaro served in increasingly responsible positions at Gilead Sciences, Inc., including Director of Manufacturing in Seattle, Washington; Director of Manufacturing in Ireland; Director of Global Operational Excellence, Pharmaceutical Manufacturing and Senior Director, Pharmaceutical Manufacturing. Earlier, Mr. Carbonaro served from 2001 to 2006 as Senior Director of Manufacturing for Corus Pharma, which was acquired by Gilead Sciences in 2006. From 1997 to 2001, Mr. Carbonaro was Vice President of Operations at Bartel, Inc., which was later acquired by Trinity Biotech.
Mr. Carbonaro began his career at Roche Diagnostic Systems, Inc., Belleville, New Jersey, where he served as Production Manager, Senior Group Leader and Associate Scientist. Mr. Carbonaro also served as Vice President of Operations and Director of Operations at Aprogenix, Inc., based in Houston, prior to joining Bartels.
Mr. Carbonaro holds an MBA in Organizational Behavior from Iona College and a BS degree in biology from Siena College.
On June 3, 2013, and as an inducement to cause Mr. Carbonaro to join the Company, he was awarded an option to purchase a total of 250,000 shares of common stock of the Company, par value $0.001 per share, 163,000 of which are outside the Company’s 2010 Stock Option and Incentive Plan. The stock option has an exercise price equal to $4.58 per share, the fair market value on the grant date and vests over a four-year period from his commencement of service. This stock option was granted as an inducement material to Mr. Carbonaro’s entering into employment with the Company and is being reported in accordance with NASDAQ Listing Rule 5635(c)(4).
About Atossa Genetics, Inc.
Atossa Genetics, Inc. (NASDAQ: ATOS), The Breast Health Company™, based in Seattle, WA, is focused on preventing breast cancer through the commercialization of patented, FDA-designated Class II diagnostic medical devices and patented, laboratory developed tests (LDT) that can detect precursors to breast cancer up to eight years before mammography.
The National Reference Laboratory for Breast Health (NRLBH), a wholly owned subsidiary of Atossa Genetics, Inc., is a CLIA-certified high-complexity molecular diagnostic laboratory located in Seattle, Washington.
For additional information on Atossa and the ForeCYTE test, please visit www.atossagenetics.com. For additional information on the National Reference Laboratory for Breast Health, please visit www.nrlbh.com.
Forward-Looking Statements
Forward-looking statements in this press release are subject to risks and uncertainties that may cause actual results to differ materially from the anticipated or estimated future results, including the risks and uncertainties associated with actions by the FDA, regulatory clearances, responses to regulatory matters, Atossa’s ability to continue to manufacture and sell its products, the efficacy of Atossa’s products and services, the market demand for and acceptance of Atossa’s products and services, performance of distributors and other risks detailed from time to time in Atossa’s filings with the Securities and Exchange Commission, including without limitation its registration statement on Form S-1 filed April 5, 2013, and periodic reports on Form 10-K and 10-Q, each as amended and supplemented from time to time.
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Contact:
Atossa Genetics, Inc.
Kyle Guse
CFO and General Counsel
(O) 800-351-3902
Email Contact
Matthew D. Haines (Investors)
Managing Director
MBS Value Partners
(O) 212-710-9686
Email Contact
Hallwood Group (HWG) Announces Merger Agreement
DALLAS, June 5, 2013 /PRNewswire/ — The Hallwood Group Incorporated (NYSE MKT: HWG), a Delaware corporation (the “Company”), today announced that on June 4, 2013 the Company, Hallwood Financial Limited, a corporation organized under the laws of the British Virgin Islands (“Parent”), and HFL Merger Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is controlled by Anthony J. Gumbiner, Chairman and Chief Executive Officer of the Company and Parent currently owns 1,001,575, or 65.7%, of the issued and outstanding shares of common stock, par value $0.10 per share, of the Company (such shares, collectively, the “Company Common Stock,” and, each, a “Share”).
As previously announced, on November 6, 2012, the Company received a proposal from Parent to acquire all of the outstanding shares of Company Common Stock that it does not beneficially own at a cash purchase price of $10.00 per share. On November 7, 2012, at the Company’s regularly scheduled Board of Directors meeting, a special committee, consisting solely of independent and disinterested directors (the “Special Committee”), was formed to consider and negotiate the proposal and to make a recommendation to the Company’s Board of Directors. Subsequently, the Special Committee retained its own independent legal representation and selected and engaged a financial advisor to assist in the review of the proposed transaction.
All of the members of the Board of Directors of the Company other than Anthony J. Gumbiner, acting upon the unanimous recommendation of the Special Committee, have (i) determined that it is in the best interests of the Company and its stockholders (other than Parent and Merger Sub), and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and (iii) resolved to recommend adoption of the Merger Agreement by the stockholders of the Company;
At the effective time of the Merger, each Share of Company Common Stock outstanding immediately prior to the effective time of the Merger and not already owned by Parent will receive $10.00 in cash, without interest.
Stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special stockholders meeting that will be held on a date to be announced. The closing of the Merger is subject to a non-waivable condition that the Merger Agreement be adopted by (i) the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote on the adoption of the Merger Agreement, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock, voting together as a single class, excluding all shares of Company Common Stock owned by Parent, Merger Sub, Mr. Gumbiner or any of their respective affiliates (other than the Company and its subsidiaries), or by any director, officer or other employee of the Company or any of its subsidiaries.
Consummation of the Merger is subject to certain other customary conditions, including, among others, (i) absence of any order or injunction prohibiting the consummation of the Merger, (ii) subject to certain exceptions, the accuracy of representations and warranties with respect to the business of the Company, (iii) each of the Company and Parent having performed their respective obligations pursuant to the Merger Agreement and (iv) the absence of a “Company Material Adverse Effect,” which is defined in the Merger Agreement to include the occurrence of an “Event of Default” under that certain Loan Agreement, dated as of March 30, 2012, among Branch Banking and Trust Company, Brookwood Companies Incorporated, the Company and the other signatories thereto, filed with Securities and Exchange Commission (the “SEC”) as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
The foregoing description of the Merger Agreement is not a complete description of all of the parties’ rights and obligations under the Merger Agreement and is qualified in its entirety by this reference to the Merger Agreement, which is filed as Exhibit 2.1 on Form 8-K dated June 4, 2013.
In connection with the proposed merger transaction, the Company will file with the SEC and furnish to the Company’s stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS 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 INTO THE PROXY STATEMENT BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE MERGER. The Company’s stockholders will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, the Company’s stockholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://www.hallwood.com/hwg/SEC.php or by directing a request to: The Hallwood Group Incorporated, 3710 Rawlins, Suite 1500, Dallas, TX 75219; Attention: Investor Relations; Phone: (214) 528-5588 or (800) 225-0135.
The Company’s shares trade on the NYSE MKT stock exchange under the symbol of HWG and closed on November 5, 2012 (the day prior to the receipt of the proposal) at $6.00 per share. The Company’s shares closed on June 3, 2013 at $8.05 per share.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate”, “doubt” “plan” “forecast” or “believe.” The Company intends that all forward-looking statements be subject to the safe harbors created by these laws. All statements other than statements of historical information provided herein are forward-looking and may contain information about financial results, economic conditions, trends, and known uncertainties. All forward-looking statements are based on current expectations regarding important risk factors. Many of these risks and uncertainties are beyond the Company’s ability to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Actual results could differ materially from those expressed in the forward-looking statements, and readers should not regard those statements as a representation by the Company or any other person that the results expressed in the statements will be achieved. Important risk factors that could cause results or events to differ from current expectations are described in the Company’s annual report on Form 10-K for the year ended December 31, 2012 under Item 1A –”Risk Factors”. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of the Company’s business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including without limitation, changes in its business strategy or planned capital expenditures, growth plans, or to reflect the occurrence of unanticipated events, although other risks and uncertainties may be described, from time to time, in the Company’s periodic filings with the SEC.
(KNDI) Co-developed Pure Electric Sedan Approved by Chinese MIIT
Jinhua, China–(Newsfile Corp. – June 5, 2013) – Kandi Technologies Group, Inc. (NASDAQ: KNDI) (the ‘Company’ or ‘Kandi’), today announced that JL7001BEV, the first pure electric sedan jointly developed by Kandi and Geely Automobile Holdings Ltd. (Hong Kong Stock Exchange, Stock Code: 175) (the “Geely”), has been approved by Ministry of Industry and Information Technology of the People’s Republic of China (“MIIT”).
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According to No. 27 public announcement of MIIT, Kandi Brand/JL7001BEV model is among the latest vehicles on the lists of “Approved Vehicles (No. 248)” and “Recommended Models for Energy Saving & New Energy Vehicle Demonstration and Promotion in China (No. 45)”. As a result of this approval, the purchaser of such pure electric sedan will now be qualified to receive all levels of national and local subsidies and incentives for EVs.
Mr. Hu Xiaoming, Chairman & CEO of Kandi commented, “Given the MIIT’s latest approval, Kandi and Geely have accomplished a significant progress in their cooperation. We will take advantage of the strength, resources and expertise of both Kandi and Geely to achieve a greater success in manufacturing, R&D and sales of the EV in China.”
About Kandi Technologies Group, Inc.
Kandi Technologies Group, Inc. (NASDAQ: KNDI), headquartered in Jinhua, Zhejiang Province, is engaged in the research and development, manufacturing and sales of various vehicles. Kandi has established itself as the one of the world’s largest manufacturer of pure electric vehicles (EVs), Go-Kart vehicles, and tricycle and utility vehicles (UTVs), among others. More information can be viewed at its corporate website is http://www.kandivehicle.com.
Safe Harbor Statement
This press release contains certain statements that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Contact:
Kandi Technologies Group, Inc.
China:
Email: IR@kandigroup.com
Phone: 86-579-82239856
U.S.A.:
Email: IR@kandigroup.com
Phone: 1-212-551-3610
(HOTR) Sending Lucky Contest Winner Guest to Vegas for Hooters International Swimsuit Pageant
CHARLOTTE, NC–(Marketwired – June 05, 2013) – Chanticleer Holdings, Inc. (NASDAQ: HOTR) (“Chanticleer Holdings” or the “Company”), a minority owner in the privately held parent company of the Hooters® brand, Hooters of America, and a franchisee of international Hooters restaurants, will send Irma Guerrero along with a guest to The Hard Rock Hotel in Las Vegas with VIP passes to see the 17th Annual Hooters International Swimsuit Pageant on June 25-29. Ms. Guerrero was the winner, determined by a randomized drawing of more than 6,500 entrants, of a contest sponsored by Chanticleer.
Mike Pruitt, CEO and President, commented, “We congratulate Irma on winning this incredible prize to head to Las Vegas to see the Hooters International Swimsuit Pageant. This annual event has really gained traction over the past 16 years of its existence, and we are excited to continue its success in recognizing Hooters’ hardworking and outstanding competitors.”
The prize includes airfare and hotel reservations and VIP passes for two, to see Hooters crown a new Miss International at the 17th Annual Hooters International Swimsuit Pageant. The pageant will feature the Top 60 Hooters Girls from around the world competing for more than $150,000 in cash and prizes.
About Chanticleer Holdings, Inc.
Chanticleer Holdings (HOTR) is a franchisee of international Hooters® restaurants and 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: www.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
Phone: 212-825-3210
Digiplex (DCIN) to Bring the IMAX Experience® to Arizona’s Surprise Pointe 14
Digital Cinema Destinations Corp. (NASDAQ CM:DCIN) (Digiplex), a rapidly growing exhibitor on the forefront of transforming traditional cinemas into the next generation of digital entertainment centers announces that patrons visiting the Digiplex Surprise Pointe 14 can soon enjoy The IMAX Experience® when the IMAX® theatre opens on June 14th in a specially reconfigured auditorium.
“We’re delighted to partner with such a forward-thinking exhibitor as Digiplex,” said Robert D. Lister, IMAX Chief Legal and Business Development Officer. “Digiplex shares our commitment to quality and innovation and together we look forward to bringing audiences across Arizona Hollywood’s biggest blockbusters in the most immersive format in the world.”
“Digiplex entered the greater Phoenix market last December and we have already introduced a broader range of entertainment choices than any other theater in the area. The opening of this IMAX screen adds another exciting option for our patrons in the western valley,” said Digiplex Chairman and CEO Bud Mayo. “Our relationship with IMAX in Surprise marks the first time we’ve worked together and both companies are enthusiastic about evaluating additional locations throughout the Digiplex circuit as we continue to grow.”
Patrons at Digiplex Destinations Surprise Pointe 14 will take in the world’s most immersive cinematic experience when Man of Steel: An IMAX 3D Experience opens on June 14th, 2013. The movie has been digitally re-mastered into the image and sound quality of The IMAX Experience® with proprietary IMAX DMR® (Digital Re-mastering) technology.
Other upcoming movies to be released in the IMAX format include:
- Pacific Rim: An IMAX 3D Experience (Warner Brothers, July 12, 2013)
The IMAX Experience® along with Digiplex Destination’s guest service and innovative products and amenities will make Surprise Point 14 a premier destination for entertainment.
About The IMAX Experience®
In IMAX, you’re experiencing a different movie altogether: everything from the movie itself to the theatre’s technology and design was developed and customized to make you believe you’re part of the action.
IMAX works directly with filmmakers to enhance the movie using its Digital Re-Mastering® process, which delivers superior picture and sound quality. Played through IMAX’s state-of-the art projection system, the resulting images are so lifelike and crystal-clear you’ll forget you’re in a theatre.
IMAX grabs your senses. You don’t just hear the powerful sound system; you feel it all around you. Visually, there is no frame. IMAX’s custom theatre design creates a picture that is higher, wider and closer – filling your peripheral view.
It’s not one thing that makes The IMAX Experience but a combination of all these elements. That’s the difference between seeing a movie and being part of one.
IMAX Is Believing.
About Digital Cinema Destinations Corp. (www.digiplexdest.com)
Digital Cinema Destinations Corp. (NasdaqCM: DCIN) is Digiplex Destinations, 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 opera, ballet, Broadway shows, sports events, concerts and, on an ongoing basis, the very best major motion pictures. Digiplex operates 18 cinemas and 178 digital screens in Arizona, CA, CT, Ohio, PA, and NJ. You can connect with Digiplex via Facebook, Twitter, YouTube and Blogger. Digiplex is also a partner in DigiNext, a unique, specialty content joint venture (with Nehst) featuring curated content from festivals around the world. DigiNext releases typically include innovative live Q&A sessions between the audience and cast members.
(CTCT) SinglePlatform and GrubHub Announce Partnership Agreement
SinglePlatform, a division of Constant Contact®, Inc. (NASDAQ: CTCT), today announced a partnership with GrubHub, a leading online and mobile food ordering service, to become a menu provider for GrubHub’s AllMenus.com and integrate GrubHub’s online ordering platform into SinglePlatform menus.
By making it easier for consumers to locate local restaurant menus and order the food they want, SinglePlatform and GrubHub are helping to drive business to restaurants across the country. In fact, 80 percent of consumers think it is important to see a menu before making a dining decision, according to a recent survey conducted by Chadwick Martin Bailey and SinglePlatform.
“With the nature of today’s on-demand culture, consumers want restaurant information and ordering capabilities at their fingertips,” said Steve Sanger, vice president of business development at GrubHub. “Our goal is to make sure that hungry diners can order takeout whenever, wherever, and SinglePlatform’s customer-verified content gives us the confidence that diners are seeing the latest menu offerings and specials.”
“Purchasing decisions across the board are influenced by what consumers read online or on mobile devices,” said Wiley Cerilli, vice president and general manager of SinglePlatform from Constant Contact. “For restaurants specifically, that’s even more apparent. Our research shows that 75 percent of consumers choose a restaurant based on search results. This partnership with GrubHub makes sure that our customers are part of those search results – and even better, it also enables actual orders, putting real dollars in our customers’ pockets.”
SinglePlatform gives small businesses a single place to update their critical business information and delivers that information across its publishing partner network, including the top three business directory sites, the top three ratings and reviews sites, and dozens of other sites and apps, as well as the business’s social media profiles, website and mobile site. It makes a business listing more than an address and phone number by adding the rich content that consumers want when they are searching for information – such as digital menus, products, pricing, and services. SinglePlatform’s publishing partner network reaches more than 200 million consumers per month.
For more information SinglePlatform and GrubHub, please visit www.singleplatform.com or www.grubhub.com.
About GrubHub
GrubHub is a leading online and mobile food ordering service that shows diners local restaurants available for delivery or pick up. Available in more than 500 cities across the nation, GrubHub features more than 20,000 online ordering restaurants and, as the parent company of Allmenus, lists approximately 250,000 restaurant menus. Diners who order through GrubHub’s free website or mobile apps can pay with cash, credit or PayPal™, and every order is supported by GrubHub’s 24/7 customer service. Founded in 2004, GrubHub is a privately held company and is headquartered in Chicago.
About Constant Contact®, Inc.
Constant Contact wrote the book on Engagement Marketing™ – the new marketing success formula that helps small organizations create and grow customer relationships in today’s socially connected world. More than half a million small businesses, nonprofits and associations worldwide use the company’s online marketing tools to generate new customers, repeat business, and referrals through email marketing, social media marketing, event marketing, local deals, digital storefronts, and online surveys. Only Constant Contact offers the proven combination of affordable tools and free KnowHow®, including local seminars, personal coaching and award-winning product support. The company further supports small organizations through its extensive network of consultants/resellers, technology providers, franchises and national associations.
Constant Contact and the Constant Contact Logo are registered trademarks of Constant Contact, Inc. All Constant Contact product names and other brand names mentioned herein are trademarks or registered trademarks of Constant Contact, Inc. All other company and product names may be trademarks or service marks of their respective owners.
Points (PCOM) Launches New Services for Southwest Airlines Rapid Rewards
Rapid Rewards Members Earn 25% Bonus on All Points Purchased Until July 16
TORONTO, June 4, 2013 (GLOBE NEWSWIRE) — Points (TSX:PTS) (Nasdaq:PCOM), global leader in loyalty currency management, has partnered with Southwest Airlines to bring more services to members of the airline’s loyalty program, Rapid Rewards. To celebrate this new partnership, Southwest Airlines is offering members a 25 percent bonus on all Rapid Rewards points purchased until July 16, 2013. This is the first time the airline has offered a bonus on points purchases.
“We are thrilled to enhance the Rapid Rewards program for our members,” says Ryan Green, Senior Director Loyalty Marketing & Partnerships at Southwest Airlines. “We are committed to delivering the best customer service. Launching our first-ever bonus offer with the new program functionality gives our loyalty members more of what they want: Rapid Rewards Points which have no blackout dates and provide unlimited reward seats,” says Green.
In addition to Buying points, Rapid Rewards members now have the option to Gift and Transfer points to friends and family as part of the new Points-powered services. Rapid Rewards members also gain the flexibility to buy additional points while booking a flight – online or via the customer service center – for redemption at any time.
Points brings more than 13 years of experience and loyalty industry best practices to Southwest Airlines’ Rapid Rewards program. “Southwest Airlines is renowned for its outstanding customer service and growing the Rapid Rewards program is a big part of that,” says Rob MacLean, Chief Executive Officer of Points. “This launch is the first stage in our partnership towards adding more flexibility and opportunity for Rapid Rewards members, and we look forward to helping the team at Southwest continue to enhance this great program,” says MacLean.
For more information on the Rapid Rewards bonus offer visit www.Southwest.com/BuyPoints. For more information on Points visit www.Points.com.
About Points
Points, publicly traded as Points International Ltd. (TSX:PTS) (Nasdaq:PCOM), is the global leader in loyalty currency management. Via a state-of-the-art loyalty commerce platform, Points provides loyalty eCommerce and technology solutions to the world’s top brands to enhance their consumer offerings and streamline their back-end operations.
Points’ solutions enhance the management and monetization of loyalty currencies ranging from frequent flyer miles and hotel points to retailer and credit card rewards, for more than 45 partners worldwide. In addition to these services, Points’ unique SaaS products allow eCommerce merchants to add loyalty solutions directly to their online stores, rewarding customers for purchases at the point-of-sale.
For more information on Points, please visit www.Points.com, follow us @PointsBiz on Twitter or read the Points Loyalty News blog.
ABOUT SOUTHWEST AIRLINES CO.
In its 42nd year of service, Dallas-based Southwest Airlines (NYSE:LUV) continues to differentiate itself from other carriers with exemplary Customer Service delivered by nearly 46,000 Employees to more than 100 million Customers annually. Southwest is the nation’s largest carrier in terms of originating domestic passengers boarded, and including wholly-owned subsidiary, AirTran Airways, operates the largest fleet of Boeing aircraft in the world to serve 97 destinations in 41 states, the District of Columbia, the Commonwealth of Puerto Rico, and six near-international countries. Southwest is one of the most honored airlines in the world, known for its triple bottom line approach that takes into account the carrier’s performance and productivity, the importance of its People and the communities it serves, and its commitment to efficiency and the planet. The 2011 Southwest Airlines One Report™ can be found at southwest.com/citizenship.
Southwest Airlines
From its first flights on June 18, 1971, Southwest Airlines launched an era of unprecedented affordability in air travel quantified by the U.S. Department of Transportation as “The Southwest Effect,” a lowering of fares and increase in passenger traffic wherever the carrier serves. On every flight, Southwest offers Customers the first two pieces of checked luggage (weight and size limitations apply) and all ticket changes without additional fees. Southwest’s all Boeing fleet consistently offers leather seating and the comfort of full-size cabins, many of which are equipped with satellite-based WiFi connectivity and a new, sustainable cabin interior. With 40 consecutive years of profitability, the People of Southwest operate nearly 3,400 flights a day and serve communities around 84 airports in Southwest’s network of domestic destinations. Southwest Airlines’ frequent flights and low fares are available only at southwest.com.
AirTran Airways
AirTran Airways, a wholly-owned subsidiary of Southwest Airlines Co., offers coast-to-coast and near-international service with close to 600 flights a day to 49 destinations. The carrier’s high-quality product includes assigned seating and Business Class. As Southwest continues to integrate AirTran’s People, places, and planes into Southwest Airlines, Customers of both carriers may book flights at airtran.com and exchange earned loyalty points between both AirTran’s A+ Rewards® and Southwest’s Rapid Rewards® for reward travel on either airline.
CONTACT: For more information contact: Points Media relations: Fiona Pincente Corporate Communications Manager, Points T. 416.596.6370 x3130; E. fiona.pincente@points.com Points Investor relations: Laura Bainbridge/Kimberly Esterkin, Addo Communications T.310.829.5400; E. laurab@addocommunications.com; kimberlye@addocommunications.com Southwest Media Relations: Katie McDonald Southwest Airlines Media Relations T. 214.792.4847; E. katie.mcdonald@wnco.com
Fibrocell Science (FCSC) CEO Rings the New York Stock Exchange Closing Bell
Fibrocell Science, Inc. (NYSE MKT: FCSC), an autologous cell therapy company focused on the development of innovative products for aesthetic, medical and scientific applications, announced today that Chief Executive Officer and Chairman David Pernock, will preside over the Closing Bell on Tuesday, June 4, 2013 at 4 p.m. Eastern Time at the New York Stock Exchange.
“We are pleased that the New York Stock Exchange has given Fibrocell the honor of ringing the Closing Bell. This occasion marks the successful listing of our stock on the NYSE MKT,” Pernock said. “We are focused on expanding the applications of our FDA-approved product, LAVIV® (azficel-T), to areas of significant unmet medical needs such as restrictive burn scarring, vocal cord scarring and acne scarring.”
“In addition, we have entered into an exclusive channel collaboration (ECC) with Intrexon Corporation to explore the use of genetically-modified autologous fibroblast cells for Recessive Dystrophic Epidermolysis Bullosa, the most severe form of a debilitating genetic blistering disorder,” Pernock said.
The Closing Bell is televised live on CNBC and also airs online at https://nyse.nyx.com/the-bell/todays-bells-live at 4 p.m. ET. Web viewers may need to refresh their browsers ahead of 4 p.m. to start the live feed.
Photographs from the Closing Bell ceremony and a recording of the event, provided by NYSE, will be available on www.fibrocellscience.com on Wednesday, June 5, 2013.
About Fibrocell Science, Inc.
Fibrocell Science, Inc. (FCSC) is an autologous cell therapy company focused on the development of innovative products for aesthetic, medical and scientific applications. Fibrocell Science is committed to advancing the scientific, medical and commercial potential of autologous skin and tissue, as well as its innovative cellular processing technology and manufacturing excellence. For additional information, please visit www.fibrocellscience.com.
About LAVIV® (azficel-T)
LAVIV is the first and only autologous fibroblast cellular product approved by the FDA to improve the appearance of moderate to severe nasolabial fold (smile line) wrinkles in adults. It has been evaluated in more than 1,000 patients in clinical studies, including two pivotal Phase III trials. The safety and efficacy of LAVIV for areas other than the nasolabial folds have not been established. The efficacy of LAVIV beyond six months has not been established.
Important Safety Information about LAVIV® (azficel-T)
LAVIV (azficel-T) is an autologous cellular product for intradermal injection only. LAVIV is contraindicated for allogeneic use, in patients with allergy to gentamicin, amphotericin, dimethyl sulfoxide (DMSO) or material of bovine origin and in patients with active infection in the facial area. The following reactions have been reported following treatment with LAVIV: hypersensitivity reactions, bleeding and bruising at the treatment site, vasculitis, herpes labialis, basal cell cancer; keloid and hypertrophic scarring may occur following post-auricular skin biopsies or LAVIV injections. Additional warnings and precautions to be considered include the use of LAVIV in patients with genetic disorders or formation of normal collagen matrices and in immunosuppressed patients, or those patients undergoing chemotherapy for malignancies or receive immunomodulatory therapies for autoimmune diseases.
The most common adverse reactions, occurring in ≥1% of patients who receive LAVIV, were injection-site redness, bruising, swelling, pain, hemorrhage, edema, nodules, papules, irritation, dermatitis and pruritus.
For more information about LAVIV, please see the accompanying full Prescribing Information or visit www.mylaviv.com.
Forward-Looking Statements
All statements in this press release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, the Company’s ability to expand the indications of azficel-T into significant medical applications for which there are no currently approved medical options. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as updated in “Item 1A. Risk Factors” in the Company’s Quarterly Reports on Form 10-Q filed since the annual report. The Company operates in a highly competitive and rapidly changing environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statements. Readers are also urged to carefully review and consider the other various disclosures in the Company’s public filings with the SEC.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20130604006814/en/
Rosetta Genomics (ROSG) to Increase the Number of U.S. Sales Territories
Launches new corporate and product branding at ASCO 2013, reports strong attendance at Industry Expert Theater Presentation
PHILADELPHIA and REHOVOT, Israel, June 4, 2013 /PRNewswire/ — Rosetta Genomics Ltd. (NASDAQ: ROSG), a leading developer and provider of microRNA-based molecular diagnostics, announces plans to expand its U.S. commercial footprint from five sales territories currently to 12 territories beginning in July 2013. In addition, the Company reports the successful launch of its new corporate and product branding at the recent American Society of Clinical Oncology Annual Meeting (ASCO 2013).
“Our Rosetta Cancer Origin Test™ (formerly miRview® mets²) has been trending positively for the past three months in terms of samples processed and samples billed. We continue to make progress in executing agreements with Preferred Provider Organizations (PPOs), such as our recently announced credentialing agreement with Prime Health, which now allow for this test to be adjudicated as ‘in network’ for more than 6.5 million patients in the U.S. Our strong presence at ASCO 2013 significantly enhanced the knowledge of and interest in our microRNA-based cancer testing services. Consequently, we believe the time is right for a strategic expansion of our sales force in order to achieve greater reach to physicians, and ultimately to ensure that our Cancer Origin Test™ is available to more patients,” said Kenneth A. Berlin, Rosetta Genomics’ President and Chief Executive Officer.
Rosetta Genomics unveiled its new corporate and product branding at ASCO 2013 through various mediums including an interactive tradeshow booth that featured a high-definition promotional video and various other promotional materials. The new branding includes an updated corporate logo with the tagline, “expanding personalized medicine,” and new names and logos for Rosetta’s Cancer Testing Services (formally the miRview® family of testing services), all of which were extremely well received by healthcare professionals who visited the booth.
In addition, Rosetta’s Cancer Testing Services were highlighted in an “Industry Expert Theater Presentation” (IETP), during which Mr. Berlin and E. Robert Wassman, MD, FAAP, FACMG, Rosetta Genomics’ Chief Medical Officer, delivered a presentation entitled, “Application of microRNAs in Oncology Diagnostics.” Dr. Wassman delivered a presentation on the Cancer Origin Test™. During his presentation, Dr. Wassman discussed real-world case studies of patients with Cancer of Unknown or Uncertain Primary (CUP) impacted by the test results, and reviewed data from extensive validation studies that demonstrated a high level of concordance with the predictions made by leading CUP centers.
“We are delighted with the positive reception to our IETP, and with the caliber of questions asked. We believe that through educational programs like this and our other physician outreach efforts, physicians are beginning to acknowledge the clinical value of microRNA profiling in CUP patients, and recognize that it is not a matter of whether to use such diagnostics but when to use them. In many cases a diagnosis of Cancer of Unknown Primary is no longer acceptable now that we have more precise diagnostic assays to identify the tumor of origin and, therefore, are able to make better clinical treatment decisions,” said Dr. Wassman.
Mr. Berlin added, “We received very favorable feedback on our new corporate and product branding. We believe our modern new look and fresh promotional materials, as well as our highly successful IETP, made a significant contribution to the steady flow of visitors to our booth, and the subsequent sales leads recorded. The positive responses confirmed that our new corporate branding conveys who we are and what we do extremely well. In addition, visitors to our booth gave highly positive feedback relating to the new names and logos for our Cancer Testing Services, citing that they like the clear connection between our corporate brand and what the tests actually do.”
About Rosetta Cancer Testing Services (formerly the miRview® product line)
Rosetta Cancer Tests are a series of microRNA-based diagnostic testing services offered by Rosetta Genomics. The Rosetta Cancer Origin Test™ can accurately identify the primary tumor type in primary and metastatic cancer including cancer of unknown or uncertain primary (CUP). Rosetta Mesothelioma Test™ diagnoses mesothelioma, a cancer connected to asbestos exposure. The Rosetta Lung Cancer Test™ accurately identifies the four main subtypes of lung cancer using small amounts of tumor cells. The Rosetta Kidney Cancer Test™ accurately classifies the four most common kidney tumors: clear cell renal cell carcinoma (RCC), papillary RCC, chromophobe RCC and oncocytoma. Rosetta’s assays are designed to provide objective diagnostic data; it is the treating physician’s responsibility to diagnose and administer the appropriate treatment. In the U.S. alone, Rosetta Genomics estimates that 200,000 patients a year may benefit from the Rosetta Cancer Origin Test™, 60,000 from the Rosetta Mesothelioma Test™, 65,000 from the Rosetta Kidney Cancer Test™ and 226,000 patients from the Rosetta Lung Cancer Test™. The Company’s assays are offered directly by Rosetta Genomics in the U.S., and through distributors around the world. For more information, please visit www.rosettagenomics.com. Parties interested in ordering the test can contact Rosetta Genomics at (215) 382-9000 ext. 1309.
About Rosetta Genomics
Rosetta develops and commercializes a full range of microRNA-based molecular diagnostics. Founded in 2000, Rosetta’s integrative research platform combining bioinformatics and state-of-the-art laboratory processes has led to the discovery of hundreds of biologically validated novel human microRNAs. Building on its strong patent position and proprietary platform technologies, Rosetta is working on the application of these technologies in the development and commercialization of a full range of microRNA-based diagnostic tools. Rosetta’s cancer testing services are commercially available through its Philadelphia-based CAP-accredited, CLIA-certified lab. Frost & Sullivan recognized Rosetta Genomics with the 2012 North American Next Generation Diagnostics Entrepreneurial Company of the Year Award.
Forward-Looking Statement Disclaimer
Various statements in this release concerning Rosetta’s future expectations, plans and prospects, including without limitation, the expectation that expansion of Rosetta’s sales force will achieve greater reach to physicians, and ensure that the Cancer Origin Test™ will be available to more patients, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those risks more fully discussed in the “Risk Factors” section of Rosetta’s Annual Report on Form 20-F for the year ended December 31, 2012 as filed with the SEC. In addition, any forward-looking statements represent Rosetta’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. Rosetta does not assume any obligation to update any forward-looking statements unless required by law.
Company Contact:
Rosetta Genomics
Ken Berlin, President & CEO
(215) 382-9000, ext. 1326
investors@rosettagenomics.com
Investor Contacts:
LHA
Anne Marie Fields
(212) 838-3777
afields@lhai.com
or
Bruce Voss
(310) 691-7100
bvoss@lhai.com
(QIWI) Announces First Quarter 2013 Results
Adjusted Net Revenue Increased 50% to RUB 1,284 Million
Adjusted Net Profit Increased 216% to RUB 455 Million
Successfully Completed Initial Public Offering in May
MOSCOW, June 4, 2013 (GLOBE NEWSWIRE) — QIWI plc, (Nasdaq:QIWI) (“QIWI” or the “Company”) today announced results for the first quarter ended March 31, 2013.
First Quarter 2013 Operating and Financial Highlights
- Adjusted Net Revenues increased by 50% to RUB 1,284 million ($41.3 million) from RUB 857 million in the prior year period.
- Adjusted EBITDA increased by 105% to RUB 611 million ($19.6 million) from RUB 298 million in the prior year period. Adjusted EBITDA margin improved to 47.6% from 34.7% in the prior year period.
- Adjusted Net Profit increased by 216% to RUB 455 million ($14.7 million) from RUB 144 million in the prior year period.
- The number of active Visa QIWI wallet accounts as of March 31, 2013 was approximately 13.0 million (on a rolling 12 months basis), representing an increase of 49% over 8.7 million as of March 31, 2012.
- Visa QIWI Wallet payment volume increased by 107% to RUB 53.7 billion ($1.73 billion), and average net revenue yield increased by 3 basis points (bps) to 0.94% over the prior year period.
- QIWI Distribution payment volume increased by 14% to RUB 117.3 billion ($3.77 billion), and average net revenue yield increased by 8 bps to 0.65% over the prior year period.
“QIWI is pleased to report a strong start to 2013. Our first quarter results are a testament to the value of our integrated proprietary network, our comprehensive suite of differentiated payment services, and our leading position in the fast-growing markets we serve,” said Sergey Solonin, QIWI’s chief executive officer. “We remain excited by the wide range of growth opportunities available to us including continuing to capitalize on strong secular trends in the Russian and CIS markets and the rapid adoption of our Visa Qiwi Wallet. We will continue to build on our accomplishments with a focus on creating long-term value.”
First Quarter 2013 Results
Revenues: Adjusted net revenue was RUB 1,284 million ($41.3 million), representing an increase of 50% as compared to RUB 857 million in the prior year.
QIWI Distribution segment net revenue for the quarter ended March 31, 2013 was RUB 758 million ($24.4 million), representing an increase of 29% as compared to RUB 590 million for the same period in the prior year. QIWI Distribution segment net revenue growth was primarily driven by an increase in payment volume in active kiosks and terminals and an increase in net revenue yield primarily driven by growth of our value added services.
Visa QIWI Wallet segment net revenue for the quarter ended March 31, 2013 was RUB 505 million ($16.2 million), representing an increase of 113% as compared to RUB 236 million for the same period in the prior year. Visa QIWI Wallet segment net revenue growth was primarily driven by an increase in payment volume.
Adjusted EBITDA: For the quarter ended March 31, 2013 Adjusted EBITDA was RUB 611 million ($19.6 million), representing an increase of 105% as compared to RUB 298 million for the same period in the prior year. The increase in Adjusted EBITDA was primarily driven by the aforementioned growth in revenue and significant operating leverage in the business. Adjusted EBITDA margin (Adjusted EBITDA as a percentage of total Adjusted Net Revenues) improved significantly to 47.6% from 34.7% in the prior year.
Adjusted Net Profit: For the quarter ended March 31, 2013 Adjusted net profit was RUB 455 million ($14.7 million) or (RUB 8.75 per diluted share), representing an increase of 216% as compared to RUB 144 million or (RUB 2.77 per diluted share) for the same period in the prior year. The increase in Adjusted net profit was primarily driven by the same factors impacting Adjusted EBITDA.
Other Operating Data: For the quarter ended March 31, 2013 QIWI Distribution payment volume was RUB 117.3 billion ($3.77 billion), representing an increase of 14% as compared to RUB 103.2 billion for the same period in the prior year. The increase in payment volume in QIWI Distribution was primarily driven by an increase in Visa QIWI Wallet users reloading their wallets through the QIWI Distribution network. Average QIWI Distribution net revenue yield for the same period was 0.65%, representing an increase of 8 bps as compared to 0.57% in the prior year period.
For the quarter ended March 31, 2013 Visa QIWI Wallet payment volume was RUB 53.7 billion ($1.73 billion), representing an increase of 107% as compared to RUB 26.0 billion in the prior year. The increase in payment volume in Visa QIWI Wallet resulted from several major factors, including the continued increase in the number of active users and the increase in the average volume per Visa QIWI Wallet account. The number of active Visa QIWI Wallet accounts in the first quarter 2013 was approximately 13.0 million, representing an increase of 49% compared to approximately 8.7 million in the first quarter 2012. Average volume per Visa QIWI Wallet in the first quarter of 2013 was RUB 4,134 ($133), representing an increase of 38% compared to RUB 2,987 ($96) in the prior year. Average Visa QIWI Wallet net revenue yield for the same period was 0.94%, representing an increase of 3 bps compared to 0.91% in the first quarter 2012 or an increase of 16 bps as compared with 0.78% in the fourth quarter 2012.
Recent Developments
Initial Public Offering: On May 8, 2013 QIWI successfully completed its previously announced initial public offering of 12,500,000 Class B Shares in the form of American Depositary Shares (ADS) at a price of $17.00 per ADS.
Special dividend: On May 31, 2013 following the determination of first quarter 2013 financial results the Board of Directors of QIWI approved a special dividend of $15,080,000.00 or $0.29 per share. The dividend record date is June 17, 2013, and the Company intends to pay the dividend on June 18, 2013. The holders of ADSs will receive the dividend shortly thereafter.
2013 Guidance
- Adjusted Net Revenue for 2013 is expected to increase from 23% to 26% over 2012.
- Adjusted Net Profit for 2013 is expected to increase 27% to 33% over 2012.
This guidance reflects QIWI’s current and preliminary view, which is subject to change.
Earnings Conference Call and Audio Webcast
The Company will host a conference call to discuss first quarter 2013 financial results today at 8:30 a.m. EDT. Hosting the call will be Sergey Solonin, chief executive officer, and Alexander Karavaev, chief operating officer. The conference call can be accessed live over the phone by dialing +1 (877) 407-3982 or for international callers by dialing +1 (201) 493-6780. A replay will be available today at 11:30 a.m. ET and can be accessed by dialing +1 (877) 870-5176 or +1 (858) 384-5517 for international callers; the pin number is 414881. The replay will be available until Tuesday, June 11, 2013. The call will be webcast live from the Company’s website at https://www.qiwi.ru under the Corporate Investor Relations section or directly at http://investor.qiwi.com/.
About QIWI plc.
QIWI is a leading provider of next generation payment services in Russia and the CIS. It has an integrated proprietary network that enables payment services across physical, online and mobile channels. It has deployed approximately 13 million virtual wallets, over 165,000 kiosks and terminals, and enabled over 47,000 merchants to accept over RUB 41 billion cash and electronic payments monthly from over 60 million consumers using its network at least once a month. QIWI’s consumers can use cash, stored value and other electronic payment methods to order and pay for goods and services across physical or online environments interchangeably.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding expected revenue and net profits, dividend payments, the growth of Visa QIWI Wallet, payment volume growth, and growth in the Company’s distribution network. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of QIWI plc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to, competition, a decline in average net revenue yield, fees levied on QIWI’s consumers, regulation, QIWI’s ability to grow Visa QIWI Wallet, QIWI’s ability to expand geographically and other risks identified under the Caption “Risk Factors” in QIWI’s Registration Statement on Form F-1 and in reports QIWI files with the U.S. Securities and Exchange Commission. QIWI undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.
QIWI plc. | |||
Interim Condensed Consolidated Statement of Financial Position | |||
(in thousands, except per share data) | |||
As of December 31, | As of March 31, | As of March 31, | |
2012 (audited) | 2013 (unaudited) | 2013 (unaudited) | |
RUB | RUB | USD(1) | |
Assets | |||
Non-current assets | |||
Property and equipment | 105,653 | 100,204 | 3,224 |
Goodwill and other intangible assets | 1,975,930 | 1,962,651 | 63,141 |
Long-term debt instruments | 616,473 | 360,475 | 11,597 |
Long-term loans | 185,384 | 136,723 | 4,399 |
Investments in associates | 100,436 | 92,745 | 2,984 |
Deferred tax assets | 101,805 | 133,058 | 4,281 |
Other non-current assets | 16,377 | 51 | 1 |
Total non-current assets | 3,102,058 | 2,785,907 | 89,627 |
Current assets | |||
Trade and other receivables | 3,437,671 | 2,205,348 | 70,949 |
Short-term loans | 324,086 | 403,037 | 12,966 |
Short-term debt instruments | 1,751,119 | 2,463,227 | 79,246 |
Prepaid income tax | 37,835 | 41,505 | 1,335 |
VAT and other taxes receivable | 19,511 | 12,548 | 404 |
Cash and cash equivalents | 9,943,160 | 4,946,996 | 159,152 |
Other current assets | 93,334 | 108,283 | 3,484 |
Total current assets | 15,606,716 | 10,180,944 | 327,536 |
Total assets | 18,708,774 | 12,966,851 | 417,163 |
Equity and liabilities | |||
Equity attributable to equity holders of the parent | |||
Share capital | 904 | 904 | 29 |
Additional paid-in capital | 1,876,104 | 1,876,104 | 60,357 |
Other reserve | 101,124 | 178,807 | 5,752 |
Retained earnings | 569,317 | 638,651 | 20,546 |
Translation reserve | 705 | (654) | (20) |
Total equity attributable to equity holders of the parent | 2,548,154 | 2,693,812 | 86,664 |
Non-controlling interest | (49,311) | (63,830) | (2,053) |
Total equity | 2,498,843 | 2,629,982 | 84,611 |
Non-current liabilities | |||
Long-term borrowings | 38,762 | 47,218 | 1,519 |
Long-term deferred revenue | 43,605 | 39,474 | 1,270 |
Deferred tax liabilities | 44,065 | 54,558 | 1,755 |
Total non-current liabilities | 126,432 | 141,250 | 4,544 |
Current liabilities | |||
Short-term borrowings | 26,105 | 28,891 | 929 |
Trade and other payables | 14,934,194 | 8,994,197 | 289,357 |
Amounts due to customers and amounts due to banks | 944,549 | 692,590 | 22,282 |
Income tax payable | 9,558 | 42,081 | 1,354 |
VAT and other taxes payable | 138,742 | 117,931 | 3,794 |
Deferred revenue | 30,048 | 21,553 | 693 |
Dividends payable | — | 298,106 | 9,591 |
Other current liabilities | 303 | 270 | 8 |
Total current liabilities | 16,083,499 | 10,195,619 | 328,008 |
Total equity and liabilities | 18,708,774 | 12,966,851 | 417,163 |
(1) Official exchange rate quoted as of March 31, 2013 by the Central Bank of the Russian Federation was RUB 31.0834 to $1.00. |
QIWI plc. | |||
Interim Condensed Consolidated Statement of Comprehensive Income | |||
(in thousands, except per share data) | |||
Three months ended (unaudited) | |||
March 31, 2012 (Revised)(1) |
March 31, 2013 |
March 31, 2013 |
|
RUB | RUB | USD(2) | |
Revenue | 1,913,128 | 2,532,696 | 81,481 |
Operating costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization) | 1,244,764 | 1,476,430 | 47,499 |
Selling, general and administrative expenses | 413,599 | 542,906 | 17,466 |
Depreciation and amortization | 39,475 | 26,154 | 842 |
Profit from operations | 215,290 | 487,206 | 15,674 |
Other income | 2,020 | 11,056 | 356 |
Other expenses | (26,452) | (1,098) | (35) |
Foreign exchange gain / (loss), net | (44,891) | 2,603 | 84 |
Share of loss of associates | (1,152) | (7,691) | (247) |
Interest income | 8,864 | 4,147 | 133 |
Interest expense | — | (6,253) | (202) |
Profit before tax from continuing operations | 153,679 | 489,970 | 15,763 |
Income tax expense | (50,541) | (136,308) | (4,385) |
Net profit from continuing operations | 103,138 | 353,662 | 11,378 |
Discontinued operations | |||
Loss from discontinued operations | (49,843) | – | – |
Net profit | 53,295 | 353,662 | 11,378 |
Attributable to: | |||
Equity holders of the parent | 78,641 | 365,334 | 11,753 |
Non-controlling interests | (25,346) | (11,672) | (375) |
Other comprehensive income | |||
Exchange differences on translation of foreign operations | 20,856 | (2,107) | (68) |
Total comprehensive income, net of tax | 74,151 | 351,555 | 11,310 |
attributable to: | |||
Equity holders of the parent | 88,965 | 363,975 | 11,710 |
Non-controlling interests | (14,814) | (12,420) | (400) |
Earnings per share: | |||
Basic, profit attributable to ordinary equity holders of the parent | 1.51 | 7.03 | 0.23 |
Basic, profit from continuing operations attributable to ordinary equity holders of the parent | 2.10 | 7.03 | 0.23 |
Diluted, profit attributable to ordinary equity holders of the parent | 1.51 | 7.02 | 0.23 |
Diluted, profit from continuing operations attributable to ordinary equity holders of the parent | 2.10 | 7.02 | 0.23 |
(1) Revised to present foreign currency translation on a basis consistent with the current period. | |||
(2) Official exchange rate quoted as of March 31, 2013 by the Central Bank of the Russian Federation was RUB 31.0834 to $1.00. |
QIWI plc. | |||
Interim Condensed Consolidated Cash Flow Statement | |||
(in thousands, except per share data) | |||
Three months ended (unaudited) | |||
March 31, 2012 (Revised)(1) |
March 31, 2013 |
March 31, 2013 |
|
RUB | RUB | USD(2) | |
Cash flows from operating activities | |||
Profit before tax from continuing operations | 153,679 | 489,970 | 15,763 |
Loss before tax from discontinued operations | (36,786) | — | — |
Profit before tax | 116,893 | 489,970 | 15,763 |
Adjustments to reconcile profit before income tax to net cash flows generated from operating activities | |||
Depreciation and amortization | 43,447 | 26,154 | 841 |
Loss on disposal of property and equipment | 1,169 | 2,854 | 92 |
Foreign exchange loss (gain), net | 18,508 | (33) | (1) |
Interest income, net | (43,724) | (83,897) | (2,699) |
Bad debt expense, net | 37,969 | 51,908 | 1,670 |
Share of loss of associates | 2,639 | 7,691 | 247 |
Share of profit for the period attributable to non-controlling interest and accounted for as a liability | 23,989 | — | — |
Share-based payments | — | 77,683 | 2,499 |
Other | 4,956 | 1,255 | 41 |
Operating profit before changes in working capital | 205,846 | 573,585 | 18,453 |
Decrease in trade and other receivables | 196,031 | 1,173,576 | 37,756 |
(Increase)/decrease in other assets | 3,171 | (1,413) | (45) |
(Increase)/decrease in inventories | (3,561) | 115 | 4 |
Decrease in amounts due to customers and amounts due to banks | (676,594) | (251,959) | (8,106) |
Decrease in accounts payable and accruals | (5,046,225) | (5,958,937) | (191,708) |
Loans issued from banking operations | (163,331) | (26,024) | (838) |
Cash used in operations | (5,484,663) | (4,491,057) | (144,484) |
Interest received | 48,087 | 155,830 | 5,013 |
Interest paid | (2,372) | (3,849) | (124) |
Income tax paid | (67,774) | (128,216) | (4,125) |
Net cash flow used in operating activities | (5,506,722) | (4,467,292) | (143,720) |
Cash flows from/used in investing activities | |||
Purchase of property and equipment | (12,078) | (10,972) | (353) |
Proceeds from sale of property and equipment | 1,213 | — | — |
Purchase of intangible assets | (599) | (1,453) | (47) |
Loans issued | (2,131) | (11,262) | (362) |
Repayment of loans issued | 5,779 | 4,321 | 139 |
Purchase of debt instruments | — | (1,499,952) | (48,256) |
Proceeds from settlement of debt instruments | 57,374 | 979,316 | 31,506 |
Net cash (outflow) on disposal of subsidiaries | (12,938) | — | — |
Net cash flow from/used in investing activities | 36,620 | (540,002) | (17,373) |
Cash flows used in/generated from financing activities | |||
Proceeds from borrowings | 6,913 | 8,870 | 285 |
Repayment of promissory notes issued | (16,194) | — | — |
Repayment of borrowings | (1,736) | — | — |
Repayment of overdraft facilities, net | (6,646) | — | — |
Transactions with non-controlling interest | 6,720 | — | — |
Net cash flow used in/generated from financing activities | (10,943) | 8,870 | 285 |
Effect of exchange rate changes on cash and cash equivalents | 1,542 | 2,260 | 74 |
Net decrease in cash and cash equivalents | (5,479,503) | (4,996,164) | (160,734) |
Cash and cash equivalents at the beginning | 8,810,441 | 9,943,160 | 319,886 |
Cash and cash equivalents at the end | 3,330,938 | 4,946,996 | 159,152 |
(1) Revised to present foreign currency translation on a basis consistent with the current period. | |||
(2) Official exchange rate quoted as of March 31, 2013 by the Central Bank of the Russian Federation was RUB 31.0834 to $1.00. |
Non-IFRS Financial Measures
This release presents Adjusted Net Revenue, Adjusted EBITDA, Adjusted Net Profit, and Adjusted Net Profit per share, which are non-IFRS financial measures. You should not consider these non-IFRS financial measures as substitutes for or superior to revenue, in the case of Adjusted Net Revenue, or net profit, in the case of Adjusted EBITDA and Adjusted Net Profit, each prepared in accordance with IFRS. Furthermore, because these non-IFRS financial measures are not determined in accordance with IFRS, they are susceptible to varying calculations and may not be comparable to other similarly titled measures presented by other companies. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. For more information regarding Adjusted Net Revenue, Adjusted EBITDA, Adjusted Net Profit, and Adjusted Net Profit per share, including a quantitative reconciliation of Adjusted Net Revenue, Adjusted EBITDA and Adjusted Net Profit to the most directly comparable IFRS financial performance measure, which is revenue in the case of Adjusted Net Revenue, and net profit in the case of Adjusted EBITDA and Adjusted Net Profit, see Reconciliation of IFRS to Non-IFRS Operating Results in this earnings release.
QIWI plc. | |||
Reconciliation of IFRS to Non-IFRS Operating Results | |||
(in thousands, except per share data) | |||
Three months ended | |||
March 31, 2012 (Revised)(1) |
March 31, 2013 |
March 31, 2013 |
|
RUB | RUB | USD(2) | |
Revenue | 1,913,128 | 2,532,696 | 81,481 |
Minus: Cost of revenue (exclusive of depreciation and amortization) | 1,244,764 | 1,476,430 | 47,499 |
Plus: Payroll and related taxes | 188,314 | 227,380 | 7,315 |
Adjusted Net Revenue | 856,678 | 1,283,646 | 41,297 |
Segment Net Revenue | |||
Qiwi Distribution | 589,606 | 757,746 | 24,378 |
Qiwi Wallet | 236,468 | 504,834 | 16,241 |
Other | 30,604 | 21,066 | 678 |
Total Adjusted Net Revenue | 856,678 | 1,283,646 | 41,297 |
Net Profit | 53,295 | 353,662 | 11,378 |
Plus: | |||
Depreciation and amortization | 39,475 | 26,154 | 841 |
Other income | (2,020) | (11,056) | (356) |
Other expenses | 26,452 | 1,098 | 35 |
Foreign exchange (loss) gain, net | 44,891 | (2,603) | (84) |
Share of loss of associates | 1,152 | 7,691 | 247 |
Interest income | (8,864) | (4,147) | (133) |
Interest expenses | — | 6,253 | 201 |
Income tax expenses | 50,541 | 136,308 | 4,386 |
Corporate costs allocated to discontinued operations | 42,866 | — | — |
Offering expenses | — | 19,623 | 632 |
Share-based payments expenses | — | 77,683 | 2,499 |
Loss from discontinued operations | 49,843 | — | — |
Adjusted EBITDA | 297,631 | 610,666 | 19,646 |
Adjusted EBITDA margin | 34.7% | 47.6% | 47.6% |
Net profit | 53,295 | 353,662 | 11,378 |
Loss from discontinued operations | 49,843 | — | — |
Corporate costs allocated to discontinued operations | 42,866 | — | — |
Amortization of fair value adjustments | 8,233 | 5,545 | 178 |
Offering expenses | — | 19,623 | 631 |
Share-based payments expenses | — | 77,683 | 2,499 |
Effect of deferred taxation of the above items | (10,220) | (1,109) | (35) |
Adjusted Net Profit | 144,017 | 455,404 | 14,651 |
Adjusted Net Profit per share: | |||
Basic | 2.77 | 8.76 | 0.28 |
Diluted | 2.77 | 8.75 | 0.28 |
Shares used in computing Adjusted Net Profit per share | |||
Basic | 52,000 | 52,000 | 52,000 |
Diluted | 52,000 | 52,048 | 52,048 |
(1) Revised to present foreign currency translation on a basis consistent with the current period. | |||
(2) Official exchange rate quoted as of March 31, 2013 by the Central Bank of the Russian Federation was RUB 31.0834 to $1.00. |
QIWI plc. | |||
Other Operating Data | |||
Quarters Ended | |||
March 31, 2012 | March 31, 2013 | March 31, 2013 | |
RUB | RUB | USD(1) | |
Qiwi Distribution | |||
Active kiosks and terminals (units) | 166,803 | 166,154 | 166,154 |
Payment volume (millions) | 103,211 | 117,326 | 3,775 |
Average net revenue yield | 0.57% | 0.65% | 0.65% |
Qiwi Wallet | |||
Active Qiwi Wallet accounts(2), (millions) | 8.7 | 13.0 | 13.0 |
Payment volume (millions) | 25,983 | 53,744 | 1,729 |
Average volume per Qiwi Wallet account (per quarter) | 2,987 | 4,134 | 133 |
Average net revenue yield | 0.91% | 0.94% | 0.94% |
(1) Official exchange rate quoted as of March 31, 2013 by the Central Bank of the Russian Federation was RUB 31.0834 to $1.00. | |||
(2) Number at period end on a rolling 12 months basis |
In this release, Russian ruble (RUB) amounts have been translated into U.S. dollars at a rate of RUB 31.0834 to $1.00, the official exchange rate quoted as of March 31, 2013 by the Central Bank of the Russian Federation.
CONTACT: Investor Contact +7.499.709.0192 ir@qiwi.com
(MHGC) Slate Of Director Nominees To Explore Full Range Of Strategic Alternatives
Announcement Follows Feedback from Company Stockholders and Recent Receipt of Expressions of Interest to Acquire the Company from Five Potential Strategic Buyers
NEW YORK, June 4, 2013 /PRNewswire/ — Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG” or the “Company”) today announced that its slate of director nominees intends to initiate a process to explore strategic alternatives, including a sale of the Company, upon re-election at the Company’s Annual Meeting of Stockholders on June 14, 2013. The announcement was made in response to feedback from the Company’s stockholders and the recent receipt of unsolicited expressions of interest to acquire the Company from five potential strategic buyers.
There is no assurance that this process of exploring strategic alternatives, if our Board’s director nominees are elected, will result in MHG changing its business plan, pursuing a particular strategic alternative or transaction or completing any such strategic alternative or transaction.
ABOUT MORGANS HOTEL GROUP
Morgans Hotel Group Co. (NASDAQ: MHGC) is widely credited as the creator of the first “boutique” hotel and a continuing leader of the hotel industry’s boutique sector. Morgans Hotel Group operates Delano in South Beach and Marrakech, Mondrian in Los Angeles, South Beach and New York, Hudson in New York, Morgans and Royalton in New York, Shore Club in South Beach, Clift in San Francisco, Ames in Boston and Sanderson and St Martins Lane in London. Morgans Hotel Group has ownership interests or owns several of these hotels. Morgans Hotel Group has other property transactions in various stages of completion, including Delano properties in Las Vegas, Nevada; Cesme, Turkey and Moscow, Russia; Mondrian properties in London, England; Istanbul, Turkey; Doha, Qatar and Baha Mar in Nassau, The Bahamas; and a Hudson in London, England. Morgans Hotel Group also owns a 90% controlling interest in The Light Group, a leading lifestyle food and beverage company. For more information please visit www.morganshotelgroup.com.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This press release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, the intention of our Board nominees to explore strategic alternatives if elected, and any potential strategic transaction that may result from any such process. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue” or other similar words or expressions. These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause actual events or our actual results to differ materially from those expressed in any forward-looking statement. Important risks and factors that could cause actual events or our actual results to differ materially from those expressed in any forward-looking statements include, but are not limited to whether any potential counterparty would be willing to enter into a sales transaction on acceptable terms or at all, as well as economic, business, competitive market and regulatory conditions such as: a sustained downturn in economic and market conditions, both in the U.S. and internationally, particularly as it impacts demand for travel, hotels, dining and entertainment; our levels of debt, our ability to refinance our current outstanding debt, repay outstanding debt or make payments on guaranties as they may become due, our ability to access the capital markets and the ability of our joint ventures to do the foregoing; our history of losses; our ability to compete in the “boutique” or “lifestyle” hotel segments of the hospitality industry and changes in the competitive environment in our industry and the markets where we invest; our ability to protect the value of our name, image and brands and our intellectual property; risks related to natural disasters, terrorist attacks, the threat of terrorist attacks and similar disasters; and other risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2013, as amended by the Form 10-K/A filed on April 30, 2013, and other documents filed by the Company with the SEC from time to time. In particular, on May 14, 2013, the Delaware Court of Chancery entered an order, among other things, prohibiting the Company from taking any steps to consummate the previously announced proposed deleveraging transaction until the earlier of a trial on the merits of the pending action or a decision by our Board with respect to the proposed deleveraging transaction made at a properly noticed meeting after due deliberation and after receiving a favorable recommendation from the special transaction committee. Given the Delaware Court’s ruling, there is substantial uncertainty as to the status of the agreements related to the proposed deleveraging transaction. We cannot provide any assurance as to whether, or when and on what terms, the proposed deleveraging transaction will be considered or consummated and what impact if any that proposed transaction would have on any process to explore strategic alternatives. See the Company’s definitive 2013 proxy statement, filed with the SEC on May 23, 2013, for more detail. All forward-looking statements in this press release are made as of the date hereof, based upon information known as of the date hereof, and the Company assumes no obligations to update or revise any of its forward-looking statements even if experience or future changes show that indicated results or events will not be realized.
IMPORTANT ADDITIONAL INFORMATION
On May 23, 2013, the Company filed a definitive proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for its 2013 Annual Meeting of Stockholders. Stockholders are strongly advised to read the Company’s 2013 proxy statement because it contains important information. Stockholders may obtain a free copy of the 2013 proxy statement and other documents that the Company files with the SEC from the SEC’s website at www.sec.gov or the Company’s website at www.morganshotelgroup.com.
Capstone (CPST) C800/CC125 Order Goes Out to New Anaerobic Digester System
CHATSWORTH, Calif., June 3, 2013 (GLOBE NEWSWIRE) — Capstone Turbine Corporation (www.capstoneturbine.com) (Nasdaq:CPST), the world’s leading clean technology manufacturer of microturbine energy systems, today announced it received an order from CleanWorld Partners, an internationally recognized technology innovator in anaerobic digestion technology and by-product utilization. The order includes a Capstone C800 Microturbine and Capstone Clean Cycle 125kW (CC125) waste heat-to-electricity generator.
Regatta Solutions, Inc., Capstone’s distributor for California, Oregon, Washington and Hawaii, secured the order.
The grid-connected system will be installed this summer in a combined heat and power (CHP) application at an innovative organic-waste-to-renewable energy facility at a university nationally acclaimed as a sustainability leader.
The ultra-low emission C800 and CC125 will provide a portion of the site’s electric load. All waste heat produced from operation of the C800 will heat an on-site digester and, along with waste heat from the digester, run the CC125 — all without any need for additional fuel.
Biogas produced by the digester, which sits atop a landfill, will fuel the clean-and-green C800.
“CleanWorld has achieved widespread success in anaerobic digester solutions, significantly reducing greenhouse-gas emissions, with scalable and affordable solutions,” said Michelle Wong, Chief Executive Officer of CleanWorld Partners. “Capstone microturbines align with our mission to implement effective renewable solutions that mitigate emissions and capture loss of energy through a waste and heat conversion process.”
“Using this dynamic combination of the C800 and CC125 in a renewable energy anaerobic digester is the perfect example of how Capstone microturbines provide cleaner, more reliable, and cost-effective power solutions,” said Jim Crouse, Capstone’s Executive Vice President of Sales and Marketing. “The CC125’s Organic Rankine Cycle (ORC) captures normally wasted heat from a variety of sources and turns the heat into clean-and-green electricity, which significantly raises a power-system’s net efficiency.”
The Capstone microturbines’ reliability was a key factor for the purchase. “CleanWorld plans to resell electricity generated onsite under a Power Purchase Agreement to the university. It’s critical that the system run without interruption,” Crouse said.
“CleanWorld Partners is internationally recognized for its forward-thinking approach in the renewable-energy market,” said Darren Jamison, Capstone President and Chief Executive Officer. “The company’s innovation, paired with Capstone’s clean-and-green technology, provides an unrivaled foundation that enables companies to meet their zero-waste initiatives.”
About Capstone Turbine Corporation
Capstone Turbine Corporation (www.capstoneturbine.com) (Nasdaq:CPST) is the world’s leading producer of low-emission microturbine systems and was the first to market commercially viable microturbine energy products. Capstone Turbine has shipped over 6,500 Capstone Microturbine systems to customers worldwide. These award-winning systems have logged millions of documented runtime operating hours. Capstone Turbine is a member of the U.S. Environmental Protection Agency’s Combined Heat and Power Partnership, which is committed to improving the efficiency of the nation’s energy infrastructure and reducing emissions of pollutants and greenhouse gases. A UL-Certified ISO 9001:2008 and ISO 14001:2004 certified company, Capstone is headquartered in the Los Angeles area with sales and/or service centers in the New York Metro Area, Mexico City, Nottingham, Shanghai and Singapore.
The Capstone Turbine Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6212
This press release contains “forward-looking statements,” as that term is used in the federal securities laws, about the reliability of our products and their use in the renewable energy market. Forward-looking statements may be identified by words such as “expects,” “objective,” “intend,” “targeted,” “plan” and similar phrases. These forward-looking statements are subject to numerous assumptions, risks and uncertainties described in Capstone’s filings with the Securities and Exchange Commission that may cause Capstone’s actual results to be materially different from any future results expressed or implied in such statements. Capstone cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Capstone undertakes no obligation, and specifically disclaims any obligation, to release any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
“Capstone” and “Capstone MicroTurbine” are registered trademarks of Capstone Turbine Corporation. All other trademarks mentioned are the property of their respective owners.
CONTACT: Capstone Turbine Corporation Investor and investment media inquiries: 818-407-3628 ir@capstoneturbine.com
Agilysys (AGYS) to Sell Retail Solutions Group to Clearlake for $34.55M Cash
Agilysys, Inc. (Nasdaq: AGYS), a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries, today announced that it has entered into a definitive agreement to sell its Retail Solutions Group (“RSG”) to an affiliate of Clearlake Capital Group, L.P. (“Clearlake”) for total consideration of $34.55 million in cash, subject to customary closing conditions.
Following completion of the proposed transaction, expected to occur later this summer, Agilysys’ business will be focused exclusively on providing software enabled solutions to the hospitality industry. The Company estimates that, as of the closing, it will have approximately $110 million in cash and cash equivalents, representing approximately $4.90 per common share outstanding, and no debt. The Company believes its strong balance sheet and positive adjusted operating income positions it to execute on growth initiatives in the hospitality industry. Through continued investments in new product development as well as potential acquisitions, the Company expects to grow its business, add to its solutions portfolio and deliver above market returns to shareholders.
James Dennedy, President and Chief Executive Officer of Agilysys, commented, “The sale of the RSG business is consistent with our corporate strategy of pursuing the highest return on capital opportunities available to the Company for the benefit of our employees, customers and shareholders. Looking forward, we expect Agilysys to generate positive adjusted operating income with above market growth from its hospitality focused business.”
Mr. Dennedy added, “The RSG business contains a talented team of people and leadership offering compelling solutions to the retail industry. The transaction provides the business and the team access to greater capital to pursue the growth initiatives available in the retail market. Clearlake is a great partner to help grow the business, further develop the team, and serve the RSG customers.”
“We are excited to invest in RSG, a clear market leader with strong customer relationships, as we provide new capital to accelerate growth,” said Behdad Eghbali, a founding partner at Clearlake. “We view RSG as a strong platform with talented leadership that is well-positioned to benefit from significant market trends, including retailers’ continuing investment in information technology to enhance the customer experience. We look forward to supporting management as they build on RSG’s track record of delivering exceptional value to customers.”
Additional Financial and Reporting Details
Agilysys will report financial results for the three and twelve-month periods ended March 31, 2013, on June 12, 2013. On January 31, 2013, Agilysys provided fiscal 2013 financial guidance, inclusive of Retail contributions, for revenue of $230-$232 million, adjusted operating income of $6.0-$6.5 million and adjusted earnings per share of $0.24-$0.26.
Agilysys expects to record a one-time restructuring charge of less than $1.0 million related to the sale of RSG in its fiscal 2014 and does not expect to pay income taxes on the proceeds of the sale.
The estimated $110 million of cash and cash equivalents at closing is based on the forecasted value of cash on hand as of the closing, plus the net proceeds from the RSG sale transaction, less restructuring related cash expenses.
Forward-Looking Language
This press release and other publicly available documents, including the documents incorporated herein and therein by reference, contain, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods, including the last two sentences of the second paragraph and the second sentence of the third paragraph of this press release. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions or beliefs and are subject to a number of factors, assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A of the company’s Annual Report for the fiscal year ended March 31, 2012. Copies are available from the SEC or the Agilysys website. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.
Guidance
Guidance figures are based on the Company’s current estimates and are subject to change by factors outside the Company’s control. While this guidance is provided to give investors insight into expectations for the period, actual results may vary.
About Agilysys
Agilysys is a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries. The company specializes in market-leading point-of-sale, property management, inventory & procurement and mobile & wireless solutions that are designed to streamline operations, improve efficiency and enhance the guest experience. Agilysys serves casinos, resorts, hotels, foodservice venues, stadiums, cruise lines, grocery stores, convenience stores, general & specialty retail businesses and partners. Agilysys operates extensively throughout North America, Europe and Asia, with corporate services located in Alpharetta, GA, EMEA headquarters in Cheshire, UK and APAC offices in both Singapore and Hong Kong. For more information, visit agilysys.com.
About Clearlake Capital Group
Clearlake Capital Group, L.P. is a private investment firm focused on special situations and private equity investments such as corporate divestitures, recapitalizations, buyouts, reorganizations, turnarounds and other equity investments. Clearlake seeks to partner with world-class management teams by providing patient, long-term capital and operational expertise to invest in dynamic businesses. Clearlake currently manages approximately $1.4 billion of equity capital, and Clearlake’s founding principals have led over 50 investments totaling more than $3 billion of capital in sectors including business services, communication, consumer products/retail, defense/public safety, energy/power, healthcare, industrials, media, and technology. For more information, please visit www.clearlakecapital.com.
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