Uncategorized
Feb. 16, 2010 (Business Wire) — Innovative Solutions & Support, Inc. (NASDAQ:ISSC) (the “Company”) today announced that the Board of Directors has approved a stock repurchase program pursuant to which the Company may repurchase up to 1 million shares of its common stock. The program will remain in effect until February 10, 2011, unless extended by the Board of Directors. This program replaces the Company’s previous stock repurchase program, which expires as of February 22, 2010.
Geoffrey S. M. Hedrick, Chief Executive Officer of Innovative Solutions & Support, said, “The Board’s repurchase authorization demonstrates our commitment to improve shareholder value. Given the Company’s strong financial position, our Board has encouraged us to opportunistically use this repurchase authorization so long as our stock remains at a level they believe is significantly below our intrinsic value.”
Under the repurchase program, the Company may purchase shares of its common stock through open market transactions or in privately negotiated block purchases or other private transactions (either solicited or unsolicited). The timing and amount of repurchase transactions under this program will depend on market conditions and corporate and regulatory considerations, and the program may be discontinued or suspended at any time. The Company anticipates funding for this program to come from available corporate funds, including cash on hand and future cash flow.
About Innovative Solutions & Support, Inc.
Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) designs, manufactures and markets flight information computers, electronic displays and advanced monitoring systems that measure and display critical flight information. This includes data relative to aircraft separation (RVSM), airspeed and altitude, as well as engine and fuel data measurements.
Certain matters contained herein that are not descriptions of historical facts are “forward-looking” (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflects management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Mar. 15, 2010 (PR Newswire) —
OR-YEHUDA, Israel, March 15 /PRNewswire-FirstCall/ — Magic Software Enterprises Ltd. (Nasdaq: MGIC), a global provider of application platforms and business and process integration solutions, today announced new partnerships agreements with IT software solution providers Accantum GmbH and AZTEKA Consulting GmbH.
The AZTEKA partnership enables the IT consulting company to use Magic Software’s iBOLT business integration suite to connect their customer’s SAP R/3, Opacc One and Lotus Notes systems. According to Wolfgang Plitzko, CEO of AZTEKA Consulting GmbH, “The iBOLT system offers our customers in the ERP segment a fast and cost-effective integration. There is a demand for the combination of ERP systems and other software solutions and we can now offer an enormous added value to our customers.”
Accantum will be using the iBOLT code-free business integration platform to integrate their web-based document management and archiving system (DMS) with their customer’s enterprise applications.
Hans Lemke, CEO of Accantum GmbH describes the deal as a win-win situation, “iBOLT helps us to close customer projects must faster. The customer gets a productive system in shorter time, we need fewer resources to complete each project and we increase the satisfaction of all parties involved.”
In addition, Magic Software will be using the [accantum] DMS system in its own projects to archive data and make it available for various other IT systems.
Commenting on the two new deals, Stephan Romeder, Managing Director for Magic Software GmbH said, “We are very happy to be partnering with both AZTEKA and Accantum. Both partners will help us provide our business-focused integration technology for projects that demand speed of delivery coupled with an intuitive and adaptable framework for future growth and cost-effective customization.”
With more than 50 adapters together with intuitive wizards and drag-and-drop functionality, iBOLT utilizes Magic Software’s proven metadata-based framework to enable fast, business-focused integration.
Through integration, iBOLT helps users get more value from their IT investments by automating manual and repetitive workflows. With an integrated view of company data in real-time, management and employees can make more informed business decisions, get more value from each business interaction and achieve faster time to market for their products and services.
iBOLT Resources
-- iBOLT White Papers
-- Video: iBOLT for SAP
-- iBOLT for SAP R/3
-- Find out more about iBOLT
-- iBOLT customer stories
Notes for Editors
iBOLT’s code-free approach is facilitated by a pre-compiled and pre-configured coding engine based upon Magic Software’s 25 years of application development experience. This enables both simple and complex business processes to be designed and implemented quickly – and also makes it more cost-efficient to assimilate and integrate future IT application acquisitions.
iBOLT works natively with systems such as SAP Business One, SAP Business All in One, SAP R/3, Salesforce.com, Oracle JD Edwards, IBM i applications and databases (AS/400), Lotus Notes applications, forms and databases, Health Care systems using HL7, EDI systems, and many more.
The iBOLT business and process integration suite has won SAP’s quality and innovation awards for three consecutive years in a row, from 2006 to 2008.
About AZTEKA Consulting GmbH
As a major reseller of software solutions AZTEKA Consulting GmbH today serves more than 7,000 users. Our priorities include ERP solutions, software for document management and archiving, human resources and finance and accounting. For more information, please visit www.azteka.de.
About Accantum GmbH
Founded in 2000 with Rosenheim in Bavaria, Accantum GmbH today is a provider of archival and document management systems in Germany. For more information, please visit www.accantum.de.
About Magic Software
Magic Software Enterprises Ltd. (NASDAQ: MGIC) is a global provider of hybrid business application platforms – including Client/Server, Rich Internet Applications (RIA), Mobile, Software-as-a-Service (SaaS) and cloud modes – and integration solutions. Magic Software has 13 offices worldwide and a presence in over 50 countries with a global network of ISV’s, system integrators, value-added distributors and resellers, and consulting and OEM partners. The company’s award-winning code-free solutions give partners and customers the power to leverage existing IT resources, enhance business agility and focus on core business priorities. Magic Software’s technological approach, product roadmap and corporate strategy are recognized by leading industry analysts. Magic Software has partnerships with global IT leaders including SAP AG, salesforce.com, IBM and Oracle. For more information about Magic Software and its products and services, visit www.magicsoftware.com, and for more about our industry related news, business issues and trends, read the Magic Software Blog.
Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Actual results may vary significantly based upon a number of factors including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product conditions, both here and abroad, release and sales of new products by strategic resellers and customers, and other risk factors detailed in the Company’s most recent annual report and other filings with the Securities and Exchange Commission.
Magic is the trademark of Magic Software Enterprises Ltd. All other trademarks are the trademarks of their respective owners.
USA UK
Cathy Caldeira Ranbir Sahota
Metis Communications Vitis PR Agency
Tel: +1-617-236-0500 Tel: +44 (0)121 242 8048
Email: magicsoftware@metiscomm.com Email: ranbir@vitispr.com
Germany Others
Hartmut Giesen Arita Mattsoff
Publizistik Projekte Magic Software
Tel. +49 (0)2471 921301 Tel. +972 (0)3 538 9292
Email: giesen@publizistik-projekte.de Email: arita@magicsoftware.com
Mar. 15, 2010 (Business Wire) — Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), a leading owner and operator of health clubs located primarily in major cities from Washington, DC north through New England, operating under the brand names “New York Sports Clubs,” “Boston Sports Clubs,” “Washington Sports Clubs” and “Philadelphia Sports Clubs,” announced its results for the fourth quarter and full-year ended December 31, 2009.
4th Quarter and Full-Year Overview:
- Revenue decreased 7.0% in Q4 2009 compared to Q4 2008 and 4.2% in full-year 2009 compared with full-year 2008.
- Comparable club revenue decreased 7.1% in Q4 2009 compared to Q4 2008 and 5.6% in full-year 2009 compared to full-year 2008.
- Total member count decreased 4.7% to 486,000 at December 31, 2009, compared to December 31, 2008.
- Membership attrition averaged 3.6% per month in Q4 2009 and 3.8% per month in full-year 2009 compared to 3.5% per month in Q4 2008 and 3.4% in full-year 2008.
- Loss per share was ($0.33) in Q4 2009 and ($0.25) in the full-year 2009.
- Q4 2009 results reflected internal use software and fixed asset impairment charges and the effect of an accounting error, which collectively resulted in charges, net of taxes, of $7.4 million, or ($0.33) per share.
Alex Alimanestianu, Chief Executive Officer of TSI, commented: “We are starting to see early indications that our business is turning the corner. Membership trends began to move in the right direction in the fourth quarter; and the improvement, though modest, is continuing in the first quarter of 2010. While we expect to produce member growth during 2010, we started the year with 24,000 or 4.7% less members than we had at the start of 2009, and as a result we do not expect quarter on quarter revenue improvements before the fourth quarter. Over the past two years we have strengthened the executive and operating organization and pursued broad initiatives to enhance the member experience in our clubs. With the economy beginning to improve, and our increased focus on sales and marketing initiatives, we expect to see improved results as we progress through this year and work back towards year-over-year membership and revenue gains later in the year.”
Correction of an Accounting Error:
The results for Q4 and full-year 2009 include the correction of an accounting error that resulted in a cumulative pre-tax charge of $751,000 to payroll and related expense and a related decrease in deferred membership costs on our consolidated statement of operations and consolidated balance sheet, respectively. Historically, we applied an accounting policy of capitalizing and then amortizing membership consultants’ commissions, bonuses and a portion of their base salaries, and related taxes and benefits, as direct costs of obtaining new members. Company policy limited the costs that could be capitalized to the amount of initiation fee revenue deferred for new memberships. The application of this policy required us to make certain estimates. In connection with a review of the accounting treatment for membership consultant salaries, including the application of the accounting policy and appropriateness of its estimate methodology, we determined that our previous estimates were incorrect. We concluded that it was not clear whether any portion of the consultants’ base salaries and the taxes and benefits related to those base salaries should have been capitalized. While we are no longer deferring a portion of membership consultants’ salaries and related taxes and benefits, we will continue to defer membership consultants’ commissions and bonuses and portions of taxes and benefits related to those commissions and bonuses. Although we believe that our accounting policy for deferred membership costs was not unreasonable, the errors in our estimates combined with our review of the policy have led us to conclude that the capitalization of any portion of membership consultant salaries and related taxes and benefits should be regarded as an accounting error. We have recorded a one-time adjustment in Q4 2009 to correct this error. The effect of the accounting error, net of taxes, was a charge of $424,000, or $0.02 per share. See Note 2— Correction of an Accounting Error to our consolidated financial statements in our 2009 Annual Report for further details.
|
|
|
|
| Quarter and Full-Year Ended December 31, 2009 Financial Results:
Revenue (in $000’s) was comprised of the following: |
|
|
|
|
|
Quarter Ended December 31, |
|
Year-Ended December 31, |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
Revenue |
|
% Revenue |
|
Revenue |
|
% Revenue |
|
Revenue |
|
% Revenue |
|
Revenue |
|
% Revenue |
| Membership dues |
$ |
92,658 |
|
81.1 |
% |
|
$ |
99,179 |
|
80.7 |
% |
|
$ |
387,123 |
|
79.7 |
% |
|
$ |
400,874 |
|
79.1 |
% |
| Initiation fees |
|
2,426 |
|
2.1 |
% |
|
|
3,330 |
|
2.7 |
% |
|
|
12,048 |
|
2.5 |
% |
|
|
13,723 |
|
2.7 |
% |
| Membership revenue |
|
95,084 |
|
83.2 |
% |
|
|
102,509 |
|
83.4 |
% |
|
|
399,171 |
|
82.2 |
% |
|
|
414,597 |
|
81.8 |
% |
| Personal training revenue |
|
13,275 |
|
11.6 |
% |
|
|
14,040 |
|
11.4 |
% |
|
|
56,971 |
|
11.7 |
% |
|
|
61,752 |
|
12.2 |
% |
| Other ancillary club revenue |
|
5,002 |
|
4.4 |
% |
|
|
4,812 |
|
3.9 |
% |
|
|
24,589 |
|
5.1 |
% |
|
|
24,329 |
|
4.8 |
% |
| Ancillary club revenue |
|
18,277 |
|
16.0 |
% |
|
|
18,852 |
|
15.4 |
% |
|
|
81,560 |
|
16.8 |
% |
|
|
86,081 |
|
17.0 |
% |
| Fees and other revenue |
|
961 |
|
0.8 |
% |
|
|
1,526 |
|
1.2 |
% |
|
|
4,661 |
|
1.0 |
% |
|
|
6,031 |
|
1.2 |
% |
| Total revenue |
$ |
114,322 |
|
100.0 |
% |
|
$ |
122,887 |
|
100.0 |
% |
|
$ |
485,392 |
|
100.0 |
% |
|
$ |
506,709 |
|
100.0 |
% |
|
|
|
|
| Period-over-period revenue variances: |
|
|
|
|
|
|
|
|
Q4 2009 vs.Q4 2008 |
|
Full-Year 2009 vs.
Full-Year 2008 |
|
% Increase (Decrease) |
|
% Increase (Decrease) |
| Membership dues |
(6.6) % |
|
(3.4)% |
| Initiation fees |
(27.1)% |
|
(12.2)% |
| Membership revenue |
(7.2)% |
|
(3.7)% |
| Personal training revenue |
(5.4)% |
|
(7.7)% |
| Other ancillary club revenue |
3.9% |
|
1.1% |
| Ancillary club revenue |
(3.1)% |
|
(5.2)% |
| Fees and other revenue |
(37.0)% |
|
(22.7)% |
| Total revenue |
(7.0)% |
|
(4.2)% |
Total revenue for Q4 2009 decreased $8.6 million, or 7.0%, compared to Q4 2008. For Q4 2009, revenues increased $3.9 million at the 13 clubs opened or acquired subsequent to December 31, 2007, offset by decreases in revenue of 8.9% or $10.2 million at our clubs opened or acquired prior to December 31, 2007 and $2.3 million related to the 13 clubs that were closed subsequent to December 31, 2007.
Total revenue for the year ended December 31, 2009 decreased $21.3 million, or 4.2%, compared to the year ended December 31, 2008. Revenue increased $19.6 million at the 13 clubs opened or acquired subsequent to December 31, 2007, offset by decreases in revenue of 6.8%, or $32.7 million, at clubs opened or acquired prior to December 31, 2007 and $8.2 million related to the 13 clubs that were closed subsequent to December 31, 2007.
Revenue at clubs operated for over 12 months (“comparable club revenue”) decreased 7.1% in Q4 2009 compared to Q4 2008 and 5.6% in the full-year 2009 compared to the full-year 2008.
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended December 31, |
|
Year-Ended December 31, |
|
2009 |
|
2008 |
|
|
|
|
|
2009 |
|
2008 |
|
|
|
|
|
Expense % of Revenue |
|
Expense %
Increase
(Decrease) |
|
Expense % of Revenue |
|
Expense %
Increase
(Decrease) |
| Payroll and related |
41.5 |
% |
38.5 |
% |
|
0.1 |
% |
|
39.9 |
% |
38.2 |
% |
|
0.2 |
% |
| Club operating |
36.6 |
% |
35.5 |
% |
|
(4.1 |
)% |
|
36.9 |
% |
34.0 |
% |
|
3.7 |
% |
| General and administrative |
6.3 |
% |
6.6 |
% |
|
(10.7 |
)% |
|
6.5 |
% |
6.7 |
% |
|
(7.0 |
)% |
| Depreciation and amortization |
11.8 |
% |
11.1 |
% |
|
(1.1 |
)% |
|
11.7 |
% |
10.4 |
% |
|
7.7 |
% |
| Impairment of fixed assets |
1.8 |
% |
1.5 |
% |
|
11.6 |
% |
|
1.4 |
% |
0.8 |
% |
|
73.5 |
% |
| Impairment of internal use software |
8.9 |
% |
0.0 |
% |
|
NA |
|
|
2.1 |
% |
0.0 |
% |
|
NA |
|
| Impairment of goodwill |
0.0 |
% |
14.3 |
% |
|
NA |
|
|
0.0 |
% |
3.5 |
% |
|
NA |
|
| Operating expenses |
106.9 |
% |
107.6 |
% |
|
(7.5 |
)% |
|
98.4 |
% |
93.5 |
% |
|
0.8 |
% |
Total operating expenses decreased 7.5% for Q4 2009 compared to Q4 2008 and increased 0.8% for full-year 2009 compared to full-year 2008. Operating margin was (6.9)% for Q4 2009 compared to (7.6)% for Q4 2008 and 1.6% for full-year 2009 compared to 6.5% in full-year 2008. Operating expenses were impacted by the following:
|
Q4 2009 vs.Q4 2008 |
|
|
|
Full-Year 2009 vs.
Full-Year 2008 |
|
% Increase |
|
|
|
% Increase |
|
(Decrease) |
|
|
|
(Decrease) |
| Total member club usage |
2.9% |
|
|
|
8.2% |
| Total months of club operation |
(0.6)% |
|
|
|
1.8% |
Club operating. In Q4 and full-year 2009, we had decreases in operating expenses related to laundry and towels of $808,000 and $1.2 million, respectively. In the full-year 2009, club operating expenses increased 3.7% as these laundry and towel efficiencies were offset primarily by a $7.8 million net increase in rent and occupancy expense. Included in this net increase were $1.3 million of early lease termination costs at five clubs which were closed prior to their lease expiration dates.
General and administrative. Decreases in Q4 2009 and full-year 2009 general and administrative expenses compared to the same periods in 2008 were principally attributable to decreases in general liability insurance expense due to a reduction in claims activity and therefore a reduction of claims reserves. The remainder of the expense decrease was due to cost reduction efforts realized within various general and administrative expense accounts, including data and phone lines, office supplies and travel.
Depreciation and amortization. For full-year 2009 compared to 2008, depreciation and amortization increased due to 13 clubs opened subsequent to December 31, 2007 and depreciation expense accelerated at clubs that were closed prior to the lease termination dates.
Impairment of fixed assets. For Q4 2009, losses of $2.1 million were recorded representing impairment of fixed assets at four underperforming clubs. For Q4 2008, losses of $1.9 million were recorded representing impairment of fixed assets at six underperforming clubs.
For the full-year 2009, losses of $6.7 million were recorded representing impairment of fixed assets at nine underperforming clubs. For the full-year 2008, losses of $2.7 million were recorded representing impairment of fixed assets at seven underperforming clubs and an impairment loss of $1.2 million related to the planned closures of two clubs prior to their lease expiration dates.
Impairment of internal-use software. For Q4 2009, we recorded a $10.2 million impairment charge related to an internally developed software project. Although the software project was not yet completed and is the subject of litigation, we determined that it is not probable that we will continue in the development of this project.
Impairment of goodwill. In Q4 and full-year 2008, we recorded a goodwill impairment charge of $17.6 million, representing a $15.8 million write-off of the total goodwill amount in our Boston Sports Clubs region and $1.8 million of goodwill at two of our remote clubs that did not benefit from being part of a regional cluster. There were no goodwill impairments in 2009.
Net Loss for Q4 2009 was $7.3 million compared to $13.1 million for Q4 2008. For full-year 2009, net loss was $5.7 million compared to net income of $2.3 million for full-year 2008.
Cash flow from operating activities for the full-year 2009 totaled $76.2 million, a decrease of $19.4 million from full-year 2008, which was primarily related to the decrease in overall earnings. Also contributing to the decrease were the effects of an increase in cash paid for interest and reductions in deferred revenue. Total cash paid for interest increased $3.8 million to $13.8 million. Deferred revenue decreased $8.2 million in the year ended December 31, 2009 and $4.2 million in the prior year. In 2009, we had tax refunds, net of tax payments, of $3.9 million while in 2008 we had tax payments, net of refunds, of $15.9 million for an increase in cash of $19.8 million.
Share Repurchases: The Company did not repurchase shares during Q4 2009. The Company repurchased 2.1 million shares at a total cost of $5.4 million in Q1 2009, resulting in a decrease in the number of total common shares outstanding. A total of 1.8 million shares were repurchased during Q4 2008 at a cost of $4.6 million.
First Quarter 2010 Business Outlook:
The Company is limiting its guidance to the first quarter of 2010. Based on the current business environment, recent performance and current trends in the marketplace, and subject to the risks and uncertainties inherent in forward-looking statements, the Company’s outlook for the first quarter of 2010 includes the following:
- Revenue for Q1 2010 is expected to be between $117.0 million and $118.0 million versus $126.7 million for Q1 2009. As percentages of revenue, the Company expects Q1 2010 payroll and related expenses to approximate 41.0%, club operating expenses to approximate 37.0%, general and administrative expenses to approximate 7.7% and depreciation and amortization expenses to approximate 11.6%.
- The Company expects a net loss for Q1 2010 of between $750,000 and $1.25 million, and loss per share to be in the range of $0.03 per share to $0.06 per share, assuming a 50% effective tax rate and 22.6 million weighted average fully diluted shares outstanding.
Investing Activities Outlook:
For the year ending December 31, 2010, we currently plan to invest $34.0 million to $37.0 million in capital expenditures. This is down from $49.3 million of capital expenditure investing activity in 2009. We expect that this 2010 amount will include $25.0 million to continue to upgrade existing clubs and $7.0 million principally related to major renovations at clubs with recent lease renewals and upgrading our in club entertainment system network. We also expect to invest $3.0 million to enhance our management information systems.
Forward-Looking Statements:
Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “First Quarter 2010 Business Outlook” and “Investing Activities Outlook”, other statements regarding future financial results and performance and potential sales revenue and other statements that are predictive in nature or depend upon or refer to events or conditions, or that include words such as “expects,” “anticipated,” “intends,” “plans,” “believes,” “estimates” or “could”, are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including, among others, the level of market demand for the Company’s services, economic conditions affecting the Company’s business, the geographic concentration of the Company’s clubs, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, environmental initiatives, any security and privacy breaches involving customer data, the application of Federal and state tax laws and regulations, the levels and terms of the Company’s indebtedness, and other specific factors discussed herein and in other releases and public filings made by the Company (including the Company’s reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission). The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.
About Town Sports International Holdings, Inc.:
New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 161 fitness clubs as of December 31, 2009, comprising 109 New York Sports Clubs, 25 Boston Sports Clubs, 18 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 486,000 members. For more information on TSI, visit http://www.mysportsclubs.com.
The Company will hold a conference call on Tuesday, March 16, 2010 at 8:30 AM (Eastern) to discuss the fourth quarter 2009 and full-year 2009 results. Alex Alimanestianu, Chief Executive Officer, and Dan Gallagher, Chief Financial Officer, will host the conference call. The conference call will be Web cast and may be accessed via the Company’s Investor Relations section of its Website at www.mysportsclubs.com. A replay and transcript of the call will be available via the Company’s Website beginning March 17, 2010.
From time to time we may use our Web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.mysportsclubs.com. In addition, you may automatically receive email alerts and other information about us by enrolling your email by visiting the “Email Alert” section at http://www.mysportsclubs.com/.
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|
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2009 and 2008
(All figures in $’000s)
(Unaudited) |
|
|
|
|
|
|
|
December 31,2009 |
|
December 31,2008 |
| ASSETS |
|
|
|
|
| Current assets: |
|
|
|
|
| Cash and cash equivalents |
|
$ |
10,758 |
|
|
$ |
10,399 |
|
| Accounts receivable, net |
|
|
4,295 |
|
|
|
4,508 |
|
| Inventory |
|
|
224 |
|
|
|
143 |
|
| Prepaid corporate income taxes |
|
|
1,274 |
|
|
|
8,116 |
|
| Prepaid expenses and other current assets |
|
|
10,264 |
|
|
|
14,154 |
|
| Total current assets |
|
|
26,815 |
|
|
|
37,320 |
|
| Fixed assets, net |
|
|
340,277 |
|
|
|
373,120 |
|
| Goodwill |
|
|
32,636 |
|
|
|
32,610 |
|
| Intangible assets, net |
|
|
149 |
|
|
|
281 |
|
| Deferred tax assets, net |
|
|
50,581 |
|
|
|
42,266 |
|
| Deferred membership costs |
|
|
7,736 |
|
|
|
14,462 |
|
| Other assets |
|
|
9,272 |
|
|
|
11,579 |
|
| Total assets |
|
$ |
467,466 |
|
|
$ |
511,638 |
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
|
|
|
|
| Current liabilities: |
|
|
|
|
| Current portion of long-term debt |
|
$ |
1,850 |
|
|
$ |
20,850 |
|
| Accounts payable |
|
|
6,011 |
|
|
|
7,267 |
|
| Accrued expenses |
|
|
23,656 |
|
|
|
35,565 |
|
| Accrued interest |
|
|
6,573 |
|
|
|
523 |
|
| Deferred revenue |
|
|
35,346 |
|
|
|
40,326 |
|
| Total current liabilities |
|
|
73,436 |
|
|
|
104,531 |
|
| Long-term debt |
|
|
316,513 |
|
|
|
317,160 |
|
| Deferred lease liabilities |
|
|
71,438 |
|
|
|
69,719 |
|
| Deferred revenue |
|
|
1,488 |
|
|
|
4,554 |
|
| Other liabilities |
|
|
12,824 |
|
|
|
14,902 |
|
| Total liabilities |
|
|
475,699 |
|
|
|
510,866 |
|
| Stockholders’ (deficit) equity: |
|
|
|
|
| Common stock |
|
|
23 |
|
|
|
25 |
|
| Paid-in capital |
|
|
(22,572 |
) |
|
|
(18,980 |
) |
| Accumulated other comprehensive income (currency translation adjustment) |
|
|
1,327 |
|
|
|
1,070 |
|
| Retained earnings |
|
|
12,989 |
|
|
|
18,657 |
|
| Total stockholders’ (deficit) equity |
|
|
(8,233 |
) |
|
|
772 |
|
| Total liabilities and stockholders’ (deficit) equity |
|
$ |
467,466 |
|
|
$ |
511,638 |
|
|
|
|
|
|
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
For the quarters and years ended December 31, 2009 and 2008
(All figures in $’000s except share and per share data)
(Unaudited) |
|
|
|
|
|
|
|
Quarter Ended December 31, |
|
Year Ended December 31, |
|
|
|
2009 |
|
|
|
2008 |
|
|
|
2009 |
|
|
|
2008 |
|
| Revenues: |
|
|
|
|
|
|
|
|
| Club operations |
|
$ |
113,361 |
|
|
$ |
121,360 |
|
|
$ |
480,731 |
|
|
$ |
500,678 |
|
| Fees and other |
|
|
961 |
|
|
|
1,527 |
|
|
|
4,661 |
|
|
|
6,031 |
|
|
|
|
114,322 |
|
|
|
122,887 |
|
|
|
485,392 |
|
|
|
506,709 |
|
| Operating Expenses: |
|
|
|
|
|
|
|
|
| Payroll and related |
|
|
47,411 |
|
|
|
47,352 |
|
|
|
193,891 |
|
|
|
193,580 |
|
| Club operating |
|
|
41,808 |
|
|
|
43,610 |
|
|
|
178,854 |
|
|
|
172,409 |
|
| General and administrative |
|
|
7,196 |
|
|
|
8,054 |
|
|
|
31,587 |
|
|
|
33,952 |
|
| Depreciation and amortization |
|
|
13,538 |
|
|
|
13,687 |
|
|
|
56,533 |
|
|
|
52,475 |
|
| Impairment of fixed assets |
|
|
2,104 |
|
|
|
1,886 |
|
|
|
6,708 |
|
|
|
3,867 |
|
| Impairment of internal use software |
|
|
10,194 |
|
|
|
— |
|
|
|
10,194 |
|
|
|
— |
|
| Impairment of goodwill |
|
|
— |
|
|
|
17,609 |
|
|
|
— |
|
|
|
17,609 |
|
|
|
|
122,251 |
|
|
|
132,198 |
|
|
|
477,767 |
|
|
|
473,892 |
|
| Operating (loss) income |
|
|
(7,929 |
) |
|
|
(9,311 |
) |
|
|
7,625 |
|
|
|
32,817 |
|
| Interest expense |
|
|
5,028 |
|
|
|
5,972 |
|
|
|
20,972 |
|
|
|
23,902 |
|
| Interest income |
|
|
(1 |
) |
|
|
(28 |
) |
|
|
(3 |
) |
|
|
(319 |
) |
| Equity in the earnings of investees and rental income |
|
|
(424 |
) |
|
|
(606 |
) |
|
|
(1,876 |
) |
|
|
(2,307 |
) |
| (Loss) income before (benefit) provision for corporate income taxes |
|
|
(12,532 |
) |
|
|
(14,649 |
) |
|
|
(11,468 |
) |
|
|
11,541 |
|
| (Benefit) provision for corporate income taxes |
|
|
(5,186 |
) |
|
|
(1,534 |
) |
|
|
(5,800 |
) |
|
|
9,204 |
|
| Net (loss) income |
|
$ |
(7,346 |
) |
|
$ |
(13,115 |
) |
|
$ |
(5,668 |
) |
|
$ |
2,337 |
|
|
|
|
|
|
|
|
|
|
| (Loss) earnings per share: |
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.33 |
) |
|
$ |
(0.51 |
) |
|
$ |
(0.25 |
) |
|
$ |
0.09 |
|
| Diluted |
|
$ |
(0.33 |
) |
|
$ |
(0.51 |
) |
|
$ |
(0.25 |
) |
|
$ |
0.09 |
|
| Weighted average number of shares used in calculating (loss) earnings per share: |
|
|
|
|
|
|
|
|
| Basic |
|
|
22,572,990 |
|
|
|
25,818,958 |
|
|
|
22,720,935 |
|
|
|
26,247,398 |
|
| Diluted |
|
|
22,572,990 |
|
|
|
25,818,958 |
|
|
|
22,720,935 |
|
|
|
26,314,950 |
|
|
|
|
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2009 and 2008
(All figures in $’000s)
(Unaudited) |
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
| Cash flows from operating activities: |
|
|
|
| Net (loss) income |
|
$ |
(5,668 |
) |
$ |
2,337 |
|
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
| Depreciation and amortization |
|
|
56,533 |
|
|
52,475 |
|
| Impairment of fixed assets |
|
|
6,708 |
|
|
3,867 |
|
| Impairment of internal use software |
|
|
10,194 |
|
|
– |
|
| Impairment of goodwill |
|
|
– |
|
|
17,609 |
|
| Non cash interest expense on Senior Discount Notes |
|
|
1,203 |
|
|
13,937 |
|
| Write-off of deferred financing costs |
|
|
100 |
|
|
– |
|
| Amortization of debt issuance costs |
|
|
896 |
|
|
781 |
|
| Noncash rental expense, net of noncash rental income |
|
|
(2,494 |
) |
|
(411 |
) |
| Compensation expense incurred in connection with stock options and common stock grants |
|
|
1,704 |
|
|
1,268 |
|
| Net change in certain working capital components |
|
|
3,262 |
|
|
(10,258 |
) |
| Deferred income tax provision (benefit) |
|
|
(8,315 |
) |
|
2,079 |
|
| Landlord contributions to tenant improvements |
|
|
4,817 |
|
|
6,597 |
|
| Increase in insurance reserves |
|
|
601 |
|
|
2,038 |
|
| Decrease (increase) in deferred membership costs |
|
|
6,726 |
|
|
3,512 |
|
| Other |
|
|
(26 |
) |
|
(209 |
) |
| Total adjustments |
|
|
81,909 |
|
|
93,285 |
|
| Net cash provided by operating activities |
|
|
76,241 |
|
|
95,622 |
|
| Cash flows from investing activities: |
|
|
|
| Capital expenditures, net of effect of acquired businesses |
|
|
(49,277 |
) |
|
(96,182 |
) |
| Insurance proceeds received |
|
|
– |
|
|
1,074 |
|
| Net cash used in investing activities |
|
|
(49,277 |
) |
|
(95,108 |
) |
| Cash flows from financing activities: |
|
|
|
| Proceeds from borrowings on Revolving Loan Facility |
|
|
86,000 |
|
|
19,000 |
|
| Repayment of borrowings on Revolving Loan Facility |
|
|
(105,000 |
) |
|
(9,000 |
) |
| Repayment of long term borrowings |
|
|
(1,850 |
) |
|
(1,949 |
) |
| Costs related to deferred financing |
|
|
(615 |
) |
|
– |
|
| Change in book overdraft |
|
|
– |
|
|
(583 |
) |
| Repurchase of common stock |
|
|
(5,355 |
) |
|
(4,645 |
) |
| Proceeds from stock option exercises |
|
|
36 |
|
|
1,196 |
|
| Tax benefit from stock option exercises |
|
|
21 |
|
|
177 |
|
| Net cash (used in) provided by financing activities |
|
|
(26,763 |
) |
|
4,196 |
|
| Effect of exchange rate changes on cash |
|
|
158 |
|
|
226 |
|
| Net (decrease) increase in cash and cash equivalents |
|
|
359 |
|
|
4,936 |
|
| Cash and cash equivalents beginning of period |
|
|
10,399 |
|
|
5,463 |
|
| Cash and cash equivalents end of period |
|
$ |
10,758 |
|
$ |
10,399 |
|
| Summary of the change in certain working capital components, net of effects of acquired businesses |
|
|
|
| Decrease (increase) in accounts receivable |
|
$ |
222 |
|
$ |
1,786 |
|
| (Increase) decrease in inventory |
|
|
(80 |
) |
|
89 |
|
| Decrease in prepaid expenses and other current assets |
|
|
2,260 |
|
|
197 |
|
| Increase in accrued interest on Senior Discount Notes |
|
|
6,346 |
|
|
– |
|
| (Decrease) increase in accounts payable, accrued expenses |
|
|
(4,211 |
) |
|
778 |
|
| Change in prepaid corporate income taxes and corporate income taxes payable |
|
|
6,895 |
|
|
(8,874 |
) |
| Decrease in deferred revenue |
|
|
(8,170 |
) |
|
(4,234 |
) |
| Net change in certain working capital components |
|
$ |
3,262 |
|
$ |
(10,258 |
) |
Mar. 16, 2010 (Business Wire) — Optibase Ltd. (Nasdaq: OBAS) (the “Company”), a leader in advanced digital video solutions, today announced that it has entered into an asset purchase agreement with Optibase Technologies Ltd., a wholly owned subsidiary of VITEC Multimedia (“Vitec”) pursuant to which Optibase Ltd. and its subsidiary Optibase Inc. (collectively, “Optibase”) will sell their entire video business to Vitec (the “Business” and the “Transaction”, respectively).
Under the terms of the transaction, which was approved by the Board of Directors of both companies, in consideration for the sale of the Business, Vitec will pay the Company an aggregate amount of US $8 million in cash of which US $1 million will be deposited in escrow for a 2-year period as a security, inter alia, for breach or material inaccuracy relating to Optibase’s representations and warranties. In addition, Optibase and Vitec agreed on an earn-out mechanism pursuant to which 45% of Vitec’s revenues deriving from the Business exceeding $14 million in the year following the closing of the Transaction will be paid to Optibase.
Consummation of the Transaction is subject to the fulfillment of certain conditions precedent standard for transactions of this nature, including, inter alia, receipt of all necessary approvals and permits and the Company’s shareholders’ approval. The Transaction is expected to close during the second quarter of 2010. However, there is no assurance that the parties will be able to satisfy the conditions precedent to the Transaction by the time set in the agreement or at all.
Upon signing of the Transaction, Vitec deposited US $500,000 in escrow to be paid to Optibase if closing does not take place within a specific period of time from signing, subject to certain limited circumstances, principally relating to non fulfillment of certain closing conditions by Optibase, in which case, such funds will be returned to Vitec.
“Following an offer from Vitec, we have decided to pursue this opportunity as we believe that Vitec is the right company to ensure the continuity of the business in its existing markets as well as maintaining the Optibase brand,” commented Tom Wyler, President & Chief Executive Officer of the Company. “As a pioneer and a market leader in the field of digital video, Optibase proved to be a significant player in the market as well as being a greenhouse for such advanced technologies, and I’m sure that it will continue this course in its new form.”
“We are delighted to be a part of this significant agreement. The two pioneers in the Digital Video domain merge forces, thus providing the most complete offering on the market. We will continue to develop the growing Optibase markets such as the enterprise and IPTV markets and their related products, and support the needs of current and future customers,” commented Philippe Wetzel, President & CEO of VITEC Multimedia. “From Advanced Video Streaming and management solutions to Specialized Video Recorders, this joining of forces will introduce a wide array of products and solutions such as MPEG Encoders and Decoders, Smart Cameras, Digital Video converters, IPTV solutions, and much more.”
About Optibase
Optibase operates in the video technologies field in which it provides video over IP solutions, specializing in video encoding, decoding and streaming for federal and state government agencies, Telco operators, enterprise organizations and the world’s leading broadcast service providers and, in addition, Optibase have recently started operating in the fixed-income real-estate field. For further information, please visit www.optibase.com.
About VITEC Multimedia:
VITEC specializes in the development and industrialization of Advanced Digital Video solutions in the MPEG field for OEM and Integrators. Since 1988, VITEC Multimedia has been devoted to the development of MPEG Encoding and Decoding Solutions and the creation of innovative concepts intended for the digital video applications and since 1990 has focused its entire efforts on digital video, conforming to ISO standards (MPEG for video) and others.
Since its creation, VITEC Multimedia has been universally recognized for its groundbreaking product development. Its strengths are based on a team of skilled and experienced engineers who understand the challenge and nature of an ever demanding customer’s requirements.
VITEC Multimedia’s main objectives are to provide high-end Technology and complete solutions to the Digital Video Market.
For more information visit: www.vitecmm.com or www.stradis.com
This press release contains forward-looking statements concerning a business transaction. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management’s current expectations which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, risks related to the uncertainty that closing of the Transaction will take place and, in particular, the uncertainty relating to the occurrence or fulfillment of the conditions to closing of both Optibase and Vitec, risks relating to the requisite regulatory and other approvals that may not be obtained; and the other risks and uncertainties faced by each company, as reported, in the case of Optibase, in its most recent Forms 20-F and other filings with the Securities and Exchange Commission, including in the case of Optibase ,but not limited to, risks related to the video technologies market in general, and the evolving IPTV market in particular, competition and Optibase’s ability to manage growth and expansion. The Company does not undertake any obligation to update forward-looking statements made herein.
Mar. 16, 2010 (Business Wire) — The Orchard (NASDAQ: ORCD), a global leader in music and video distribution and comprehensive digital strategy, announced today that it has entered into a definitive merger agreement with Dimensional Associates, LLC, a private equity affiliate of JDS Capital, L.P. Dimensional currently owns approximately 42% of the Company’s outstanding common stock and 99% of the Company’s outstanding Series A Preferred Stock, representing an aggregate of approximately 53% of the Company’s voting securities.
Following the unanimous recommendation and approval of a Special Committee of independent and disinterested directors, the Board of Directors of The Orchard (other than Daniel C. Stein, who abstained from voting on the matter due to his position as an executive of Dimensional Associates) has approved the merger agreement and is recommending to The Orchard’s stockholders that they adopt and approve the merger agreement. Under the terms of the merger agreement, Dimensional Associates will acquire all of the common stock of The Orchard not currently owned by it or its affiliates for $2.05 per share and stockholders will also receive a contingent right to receive additional consideration, under certain circumstances post-closing if Dimensional Associates or any of its affiliates enters into a commitment to sell at least 80% of The Orchard’s voting securities or assets within six months of the consummation of the merger. The $2.05 per share consideration represents a 52% premium to the closing price of The Orchard’s common stock on October 14, 2010, the day before Dimensional Associates first presented its acquisition proposal to The Orchard’s Board of Directors and a 21% premium to the closing price of The Orchard’s common stock on March 15, 2010, the last trading day prior to the announcement of the execution of a definitive merger agreement.
The proposed transaction is expected to close in the third quarter of this calendar year, subject to customary closing conditions, including the absence of any material adverse change affecting The Orchard’s business prior to closing. In addition, the transaction is subject to the approval of the merger agreement by holders of a majority of the outstanding shares of The Orchard’s common stock not owned by Dimensional Associates or it’s affiliates, at a meeting of stockholders which will be held on a date to be announced. If The Orchard’s stockholders approve the merger, following the closing under the merger agreement, The Orchard will be owned by Dimensional Associates and will return to private company status.
Under the terms of the merger agreement, The Orchard’s Special Committee will oversee a 30 day go-shop period ending April 14, 2010 to determine if there are any other interested buyers for The Orchard. The Special Committee has retained Craig-Hallum Capital Group LLC to coordinate its solicitation activities during the go-shop period.
“The Special Committee of the Board has an obligation to our shareholders to review and evaluate The Orchard’s options for creating shareholder value,” said Michael Donahue, Chairman of the Board and the Special Committee for The Orchard. “We have undertaken an intensive review of The Orchard and its value, both independently and with the assistance of a financial advisor. We have negotiated a fair price, while also demanding the right to solicit additional potential buyers. In order to ensure that our shareholders concur with our conclusion, we have conditioned the consummation of the merger on its approval by a majority of the minority shareholders.”
“Dimensional Associates has always been a strong supporter of The Orchard and our management team in delivering services and content to our clients and retail partners,” said Brad Navin, CEO of The Orchard.
Dimensional Associates was the primary owner of The Orchard from 2003 until the reverse merger with DMGI in November 2007 and has continued to be the majority owner. Daniel C. Stein, an executive of Dimensional Associates, has been a member of The Orchard’s Board of Directors since 2007.
About The Orchard(R)
Headquartered in New York and London with operations in 25 markets around the world, The Orchard (NASDAQ: ORCD) is an independent music and video distributor specializing in comprehensive digital strategies for content owners. Through innovative global marketing and promotions, The Orchard drives sales across more than 660 digital and mobile storefronts in 75 countries, as well as physical retailers across North America and Europe. The company was founded in 1997 as a business partner that fosters creativity and independence within its global clients. For further information, please visit www.theorchard.com.
Forward Looking Statements
This release may contain certain forward-looking statements regarding The Orchard’s expectations regarding future events and operating performance within the meaning of Federal Securities laws that are subject to certain risks and uncertainties and involve factors that may cause actual results to differ materially from those projected or suggested. Factors that could cause actual results to differ include, but are not limited to: the growth of the digital music and video markets; the impact of the general economic recession and management’s ability to capitalize on our business strategy and take advantage of opportunities for revenue expansion; satisfaction of the conditions of the pending merger with Dimensional Associates, including the approval of a majority of the stockholders unaffiliated with Dimensional Associates; the costs and expenses associated with the pending merger; contractual restrictions on the conduct of The Orchard’s business included in the merger agreement; the potential loss of key personnel, disruption of our sales and operations or any impact on The Orchard’s relationships with third parties as a result of the pending merger; any delay in consummating the proposed merger with Dimensional Associates or the failure to consummate the transaction; and the outcome of, or expenses associated with, any litigation which may arise in connection with the pending merger with Dimensional Associates. Undue reliance should not be placed on such forward-looking statements as they speak only as of the date hereof, and The Orchard undertakes no obligation to update these statements to reflect subsequent events or circumstances except as may be required by law. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in The Orchard’s most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission (the “SEC”). The Orchard intends to file with the SEC a preliminary proxy statement in connection with the proposed merger and to mail a definitive proxy statement and other relevant documents to The Orchard’s stockholders. Stockholders of The Orchard and other interested persons are advised to read, when available, The Orchard’s preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with The Orchard’s solicitation of proxies for the stockholders meeting to be held to approve the merger and the merger agreement because these proxy statements will contain important information about The Orchard, Dimensional and the proposed merger. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the merger and the merger agreement. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC’s internet site at http://www.sec.gov or by directing a request to: Attention: Secretary, The Orchard Enterprises, Inc., 23 East 4th Street, 3rd Floor, New York, New York 10003.
The Orchard and its directors and executive officers may be deemed participants in the solicitation of proxies from The Orchard’s stockholders. A list of the names of those directors and the executive officers and descriptions of their interests in The Orchard is contained in The Orchard’s proxy statement dated April 29, 2009, and The Orchard’s Form 8-K dated February 22, 2010, which are filed with the SEC, and will also be contained in The Orchard’s proxy statement when it becomes available. The Orchard’s stockholders may obtain additional information about the interests of its directors and executive officers in the merger by reading The Orchard’s proxy statement when it becomes available.
Press Release Source: Endeavour International Corporation On Monday March 15, 2010, 8:30 am EDT
HOUSTON, March 15 /PRNewswire-FirstCall/ — Endeavour International Corporation (NYSE-Amex: END) (LSE:ENDV.l – News) announced today that its board of directors has approved a review of strategic alternatives for its North Sea assets.
In an effort to unlock the value of its underlying North Sea assets, Endeavour will study a full range of options, including:
- Continuing to execute current operations plan
- Entering into a joint venture to accelerate activities in the North Sea
- Selling specific assets or the North Sea entire business
“Our board, management and shareholders continue to be disappointed by the dislocation between underlying asset values and our stock price. Last year, Endeavour sold just 19 percent of its reserves for $150 million, which was more than the market capitalization of the company at that time,” said William L. Transier, chairman, chief executive officer and president. “Since then, our stock price has traded back to pre-sale levels even though we believe the value of our remaining asset base represents a multiple of the existing share price. As fiduciaries of the capital entrusted to Endeavour, we want our stockholders and the market to recognize the full potential of their investment.”
“The board is committed to a thorough and systematic review for all of our North Sea alternatives,” Transier added “We have believed for some time that the discount in our stock price was related to the length of time between discovery and production and the relatively high development costs in the UK. Our entry into the US onshore arena balances this position with an inventory of properties that can be developed in a much shorter time period and at lower cost.”
Endeavour will announce the results of the effort once a course of action is chosen. At the end of this review process, the company may elect to make no changes. Jefferies International Limited and Lambert Energy Advisory Ltd. have been retained by the company to lead the review.
Originally founded as a North Sea-focused exploration and production company, Endeavour currently owns interests in four producing fields in the UK sector of the North Sea with four developments underway. In 2009, the company shifted its strategy to include a growth initiative in the United States. In January, Endeavour unveiled a new portfolio of domestic shale plays, including the highly prospective Haynesville and Marcellus formations and two frontier plays.
Endeavour International Corporation is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. For more information, visit http://www.endeavourcorp.com.
Certain statements in this news release should be regarded as “forward-looking” statements within the meaning of the securities laws. These statements speak only as of the date made. Such statements are subject to assumptions, risk and uncertainty. Actual results or events may vary materially. The estimates of recoverable resources per well and completed well costs included herein are based upon other typical results in these shale plays and may not be indicative of actual results.
VANCOUVER, March 15 /PRNewswire-FirstCall/ – Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI, TSX: ANP) today announced that its corporate partner, Boston Scientific Corporation (NYSE: BSX), announced 12-month results from its PERSEUS clinical program that demonstrated positive safety and efficacy outcomes in workhorse lesions for the platinum chromium TAXUS(R) Element(TM) Paclitaxel-Eluting Stent System compared to the TAXUS(R) Express(2)(TM) Paclitaxel-Eluting Stent System. The results also reported a similar safety profile and statistically superior efficacy outcomes in small vessels for the TAXUS Element Stent compared to a historical control group of patients receiving the Express(R) bare-metal stent.
Analysis of the data was presented at the American College of Cardiology Annual Scientific Sessions during a late-breaking trial session by Dean Kereiakes, M.D., Medical Director at The Christ Hospital Heart and Vascular Center and The Lindner Research Center in Cincinnati and the Principal Investigator for the PERSEUS clinical program.
“We are very encouraged by the one-year data demonstrating positive safety and efficacy outcomes for the TAXUS Element Stent and its innovative platinum chromium alloy,” said Dr. Kereiakes. “In my experience, the TAXUS Element Stent offers increased flexibility, visibility and deliverability compared with currently available products. The PERSEUS data confirm that the proven TAXUS drug and polymer combination has been successfully transferred to the Element platform with excellent performance and comparable safety.”
The TAXUS Element Stent is designed specifically for coronary stenting. The novel stent architecture and proprietary platinum chromium alloy combine to offer greater radial strength and flexibility. The stent architecture helps create consistent lesion coverage and drug distribution while improving deliverability, which is enhanced by an advanced catheter delivery system. The higher density alloy provides superior visibility and reduced recoil while permitting thinner struts compared to prior-generation stents(1).
The PERSEUS clinical program compares the TAXUS Element Stent to prior-generation stents in more than 1,600 patients in two parallel trials at 90 centers worldwide.
Workhorse trial
---------------
The pivotal PERSEUS Workhorse trial is evaluating the safety and efficacy of the TAXUS Element Stent compared to Boston Scientific’s first-generation TAXUS Express Stent in 1,262 patients with de novo lesions.
The prospective, randomized (3:1) trial met its primary endpoint of non-inferiority for target lesion failure(2) (TLF) at 12 months with rates of 5.6 percent for the TAXUS Element Stent and 6.1 percent for the TAXUS Express Stent(3). The secondary endpoint of in-segment percent diameter stenosis at nine months as measured by quantitative coronary angiography (QCA) was also met.
The Workhorse results also demonstrated similar safety for the TAXUS Element Stent as demonstrated by low rates of Major Adverse Cardiac Events (MACE) and stent thrombosis. All components of MACE, including cardiac death, myocardial infarction (MI) and target vessel revascularization (TVR) were similar to the TAXUS Express Stent control. A numerically lower rate of non-Q-wave MI for the TAXUS Element Stent resulted in lower overall MI (2.2 vs. 2.9 percent, p=0.48). Stent thrombosis rates using the Academic Research Coalition (ARC) definite/probable definition were statistically similar for the TAXUS Element Stent and the TAXUS Express Stent (0.4 and 0.3 percent, p(greater than)0.99).
Small Vessel trial
------------------
Results were also presented from the PERSEUS Small Vessel trial, a single-arm study which compares the TAXUS Element Stent in 224 patients with small vessels ((greater than or equal to)2.25 to (less than)2.75 mm in diameter and (less than or equal to)20 mm in length) to a matched historical control group of 125 patients treated with the Express bare-metal stent. The trial met its primary endpoint of superiority for in-stent late loss at nine months with unadjusted values of 0.38 mm for the TAXUS Element Stent and 0.80 mm for the Express Stent (p(less than)0.001). The trial also met its secondary endpoint of superiority for TLF at 12 months, showing a statistically significant reduction with an unadjusted rate of 7.3 percent for the TAXUS Element Stent compared to a pre-specified performance goal of 19.5 percent (p(less than)0.001) based on historical outcomes for the control stent. The propensity-adjusted MACE rates were significantly lower for the TAXUS Element Stent compared to the bare-metal control stent (10.5 vs. 30.4 percent, p=0.002), showing a safety benefit for the TAXUS Element Stent. Stent thrombosis rates using the ARC definite/probable definition were comparable for the TAXUS Element Stent and Express Stent (0.3 vs. 0.6 percent, p=0.65).
“The PERSEUS trials build on the extensive data from the TAXUS clinical program and extend the consistent outcomes seen in the TAXUS trials to the novel Element Stent platform,” said Louis Cannon, M.D., of the Cardiac and Vascular Research Center of Northern Michigan in Petoskey, Michigan and the trial’s Co-Principal Investigator. “With the positive outcomes of the TAXUS Element Stent in workhorse lesions and the superior efficacy data in small vessels, platinum chromium promises to offer significant advantages in acute performance with no compromise to safety.”
Clinical data from the PERSEUS trials will support regulatory approval of the TAXUS Element Paclitaxel-Eluting Stent System in Europe, the U.S. and Japan. Boston Scientific is evaluating its PROMUS(R) Element(TM) Everolimus-Eluting Stent System in the PLATINUM clinical trial, which completed enrollment of 1,531 patients in September 2009 at 133 sites worldwide. PLATINUM is a randomized, controlled, pivotal trial designed to support U.S. and Japanese approval of the PROMUS Element Stent System. Results are expected to be presented in early 2011.
Boston Scientific received CE Mark approval for the PROMUS Element Stent System in October 2009 and expects CE Mark approval for the TAXUS Element Stent System in the second quarter of this year. In the U.S., the Company expects FDA approval for the TAXUS Element Stent System in the middle of next year and for the PROMUS Element Stent System in the middle of 2012. In Japan, the Company expects approval for the TAXUS Element Stent System in late 2011 or early 2012 and for the PROMUS Element Stent System in the middle of 2012.
The TAXUS Element Stent and the PROMUS Element Stent are investigational devices in the U.S. and are limited by applicable law to investigational use only and are not available for sale.
Forward Looking Statements
--------------------------
Statements contained in this press release that are not based on historical fact, including without limitation statements containing the words “believes,” “may,” “plans,” “will,” “estimates,” “continues,” “anticipates,” “intends,” “expects” and similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws. All such statements are made pursuant to the “safe harbor” provisions of applicable securities legislation. Forward- looking statements may involve, but are not limited to, comments with respect to our objectives and priorities for the remainder of 2009 and beyond, our strategies or future actions, our targets, expectations for our financial condition and the results of, or outlook for, our operations, research and development and product and drug development. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Many such known risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking statements and include, among others, the following: general economic and business conditions in the United States, Canada and the other regions in which we operate; market demand; technological changes that could impact our existing products or our ability to develop and commercialize future products; competition; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; availability of financial reimbursement coverage from governmental and third-party payers for products and related treatments; adverse results or unexpected delays in pre-clinical and clinical product development processes; adverse findings related to the safety and/or efficacy of our products or products sold by our partners; decisions, and the timing of decisions, made by health regulatory agencies regarding approval of our technology and products; the requirement for substantial funding to conduct research and development, to expand manufacturing and commercialization activities; and any other factors that may affect our performance. In addition, our business is subject to certain operating risks that may cause any results expressed or implied by the forward-looking statements in this press release to differ materially from our actual results. These operating risks include: our ability to attract and retain qualified personnel; our ability to successfully complete pre-clinical and clinical development of our products; changes in our business strategy or development plans; our failure to obtain patent protection for discoveries; loss of patent protection resulting from third-party challenges to our patents; commercialization limitations imposed by patents owned or controlled by third parties; our ability to obtain rights to technology from licensors; liability for patent claims and other claims asserted against us; our ability to obtain and enforce timely patent and other intellectual property protection for our technology and products; the ability to enter into, and to maintain, corporate alliances relating to the development and commercialization of our technology and products; market acceptance of our technology and products; our ability to successfully manufacture, market and sell our products; the availability of capital to finance our activities; our ability to restructure and to service our debt obligations; and any other factors referenced in our other filings with the applicable Canadian securities regulatory authorities or the Securities and Exchange Commission (“SEC”). For a more thorough discussion of the risks associated with our business, see the “Risk Factors” section in our annual report for the year ended December 31, 2008 filed with the SEC on Form 10-K/A, as amended, and our quarterly reports for the first, second and third quarters of 2009 filed with the SEC on Form 10-Q.
Given these uncertainties, assumptions and risk factors, investors are cautioned not to place undue reliance on such forward-looking statements. Except as required by law, we disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained in this press release to reflect future results, events or developments.
(C)2010 Angiotech Pharmaceuticals, Inc. All Rights Reserved.
About Angiotech Pharmaceuticals
Angiotech Pharmaceuticals, Inc. is a global specialty pharmaceutical and medical device company. Angiotech discovers, develops and markets innovative treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury. To find out more about Angiotech (NASDAQ: ANPI, TSX: ANP), please visit our website at www.angiotech.com.
-------------------------------
(1) Based on bench testing. Data on file with Boston Scientific.
(2) TLF is defined as ischemia-driven target lesion revascularization
(TLR) or myocardial infarction/cardiac death related to the target
vessel. Complete trial design at Allocco et al., Trials 2010, 11:1.
(3) Bayesian probability of non-inferiority = 99.96 percent.
SAN DIEGO, INDIANAPOLIS, and WALTHAM, Mass., March 15, 2010 /PRNewswire-FirstCall/ — Amylin Pharmaceuticals, Inc. (Nasdaq: AMLN), Eli Lilly and Company (NYSE: LLY) and Alkermes, Inc. (Nasdaq: ALKS) today announced that the U.S. Food and Drug Administration (FDA) has issued a complete response letter regarding the New Drug Application (NDA) for BYDUREON(TM) (exenatide for extended-release injectable suspension).
In the complete response letter there are no requests for new pre-clinical or clinical trials. Requests raised in the letter primarily relate to the finalization of the product labeling with accompanying Risk Evaluation and Mitigation Strategy (REMS) and clarification of existing manufacturing processes.
The complete response letter does not contain requests related to the December 2009 observations from the FDA’s pre-approval inspection at the Ohio manufacturing facility. All of those observations have been addressed.
“This is a significant step forward in our ability to bring this important therapy to patients,” said Orville G. Kolterman, M.D., senior vice president of research and development, Amylin Pharmaceuticals. “We have a clear path forward and are working diligently to submit our response to the FDA in the next few weeks.”
BYDUREON (pronounced by-DUR-ee-on) is the proposed brand name for exenatide once weekly. It is an investigational, extended-release medication for type 2 diabetes designed to deliver continuous therapeutic levels of exenatide in a single weekly dose. BYDUREON is a once-weekly formulation of exenatide, the active ingredient in BYETTA® (exenatide) injection, which has been available in the U.S. since June 2005 and is used in approximately 60 countries worldwide to improve glycemic control in adults with type 2 diabetes. BYDUREON and BYETTA belong to the glucagon-like peptide-1 (GLP-1) receptor agonist class of medications.
The NDA for BYDUREON was submitted in May 2009 and accepted by the FDA in July 2009. It is based on data from the DURATION clinical trial program, as well as more than seven years of clinical experience with BYETTA.
Amylin to Host Investor Conference Call
Amylin will host a conference call to discuss the complete response letter for BYDUREON on Monday, March 15 at 8:30 a.m. ET/5:30 a.m. PT. Daniel M. Bradbury, president and chief executive officer, Amylin Pharmaceuticals, will lead the call.
The call will be webcast live through Amylin’s corporate Web site and a recording will be made available following the close of the call. To access the webcast, please log on to www.amylin.com approximately 15 minutes prior to the call to register, download and install any necessary audio software. For those without access to the Internet, the live call may be accessed by phone by calling (800) 291-9234 (U.S./Canada) or (617) 614-3923 (international), conference access code 12781062. A replay of the call will also be available by phone beginning approximately two hours after the close of the call and can be accessed at (888) 286-8010 (U.S./Canada) or (617) 801-6888 (international), conference access code 34108583.
About Diabetes
Diabetes affects more than 24 million people in the U.S. and an estimated 285 million adults worldwide.(i,ii) Approximately 90-95 percent of those affected have type 2 diabetes. Diabetes is the fifth leading cause of death by disease in the U.S. and costs approximately $174 billion per year in direct and indirect medical expenses.(iii)
According to the Centers for Disease Control and Prevention’s National Health and Nutrition Examination Survey, approximately 60 percent of people with diabetes do not achieve their target blood sugar levels with their current treatment regimen.(iv) In addition, 85 percent of type 2 diabetes patients are overweight and 55 percent are considered obese.(v) Data indicate that weight loss (even a modest amount) supports patients in their efforts to achieve and sustain glycemic control.(vi,vii)
About BYETTA® (exenatide) injection
BYETTA is the first FDA-approved GLP-1 receptor agonist for the treatment of type 2 diabetes. BYETTA exhibits many of the same effects as the human incretin hormone glucagon-like peptide-1 (GLP-1). GLP-1 improves blood sugar after food intake through multiple effects that work in concert on the stomach, liver, pancreas and brain.
BYETTA is an injectable prescription medicine that may improve blood sugar (glucose) control in adults with type 2 diabetes mellitus, when used with a diet and exercise program. BYETTA is not insulin and should not be taken instead of insulin. BYETTA is not recommended to be taken with insulin. BYETTA is not for people with type 1 diabetes or people with diabetic ketoacidosis.
BYETTA provides sustained A1C control and low incidence of hypoglycemia when used alone or in combination with metformin or a thiazolidinedione, with potential weight loss. BYETTA is not a weight-loss product. BYETTA was approved in April 2005 and has been used by more than one million patients since its introduction. See important safety information below. Additional information about BYETTA is at www.BYETTA.com.
Important Safety Information for BYETTA® (exenatide) injection
Based on post-marketing data, BYETTA has been associated with acute pancreatitis, including fatal and non-fatal hemorrhagic or necrotizing pancreatitis. The risk for getting low blood sugar is higher if BYETTA is taken with another medicine that can cause low blood sugar, such as a sulfonylurea. BYETTA should not be used in people who have severe kidney problems, and should be used with caution in people who have had a kidney transplant. Patients should talk with their healthcare provider if they have severe problems with their stomach, such as delayed emptying of the stomach (gastroparesis) or problems with digesting food. Severe allergic reactions can happen with BYETTA.
The most common side effects with BYETTA include nausea, vomiting, diarrhea, dizziness, headache, feeling jittery, and acid stomach. Nausea most commonly happens when first starting BYETTA, but may become less over time.
These are not all the side effects from use of BYETTA. A healthcare provider should be consulted about any side effect that is bothersome or does not go away.
For additional important safety information about BYETTA, please see the full Prescribing Information (http://pi.lilly.com/us/byetta-pi.pdf) and Medication Guide (http://pi.lilly.com/us/byetta-ppi.pdf).
About Amylin, Lilly and Alkermes
Amylin, Lilly and Alkermes are working together to develop BYDUREON, a subcutaneous injection of exenatide for the treatment of type 2 diabetes based on Alkermes’ proprietary Medisorb® technology for long-acting medications. BYDUREON is not currently approved by any regulatory agencies.
Amylin Pharmaceuticals is a biopharmaceutical company dedicated to improving lives of patients through the discovery, development and commercialization of innovative medicines. Amylin’s research and development activities leverage the Company’s expertise in metabolism to develop potential therapies to treat diabetes and obesity. Amylin is headquartered in San Diego, California.
Through a long-standing commitment to diabetes care, Lilly provides patients with breakthrough treatments that enable them to live longer, healthier and fuller lives. Since 1923, Lilly has been the industry leader in pioneering therapies to help healthcare professionals improve the lives of people with diabetes, and research continues on innovative medicines to address the unmet needs of patients.
Lilly, a leading innovation-driven corporation, is developing a growing portfolio of pharmaceutical products by applying the latest research from its own worldwide laboratories and from collaborations with eminent scientific organizations. Headquartered in Indianapolis, Indiana, Lilly provides answers – through medicines and information – for some of the world’s most urgent medical needs.
Alkermes, Inc. is a fully integrated biotechnology company committed to developing innovative medicines to improve patients’ lives. Alkermes’ robust pipeline includes extended-release injectable, pulmonary and oral products for the treatment of prevalent, chronic diseases, such as central nervous system disorders, addiction and diabetes. Headquartered in Waltham, Massachusetts, Alkermes has a research facility in Massachusetts and a commercial manufacturing facility in Ohio.
This press release contains forward-looking statements about Amylin, Lilly and Alkermes. Actual results could differ materially from those discussed or implied in this press release due to a number of risks and uncertainties, including the risk that BYDUREON may not be approved by the FDA in a timely manner or at all; the companies’ response to the complete response letter may not be submitted in a timely manner and/or the information provided in such a response may not satisfy the FDA; the FDA may request additional information prior to approval; BYETTA and/or the approval of BYDUREON and the revenues generated from these products may be affected by competition; unexpected new data; safety and technical issues; clinical trials not being completed in a timely manner, not confirming previous results, not being predictive of real world use or not achieving the intended clinical endpoints; label expansion requests or NDA filings, such as the NDA filing for BYDUREON mentioned in this press release, not receiving regulatory approval; the commercial launch of BYDUREON being delayed; or manufacturing and supply issues. The potential for BYETTA and/or BYDUREON may also be affected by government and commercial reimbursement and pricing decisions, the pace of market acceptance, or scientific, regulatory and other issues and risks inherent in the development and commercialization of pharmaceutical products including those inherent in the collaboration with and dependence upon Amylin, Lilly and/or Alkermes. These and additional risks and uncertainties are described more fully in Amylin’s, Lilly’s and Alkermes’ most recent SEC filings including their Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Amylin, Lilly and Alkermes undertake no duty to update these forward-looking statements.
BYDUREON(TM) and BYETTA® are trademarks of Amylin Pharmaceuticals, Inc., and Medisorb® is a registered trademark of Alkermes, Inc.
CAMBRIDGE, MA and CUPERTINO, CA — (Marketwire) — 03/15/10 — Pegasystems Inc., (NASDAQ: PEGA), the leader in business process management (BPM) software solutions, and Chordiant Software, Inc.(NASDAQ: CHRD), a leading provider of customer relationship management (CRM) software and services, today announced they have entered into a definitive agreement for Pegasystems to acquire Chordiant.
Under the terms of the agreement, Pegasystems will make a cash tender offer of $5.00 per share for all outstanding shares of Chordiant common stock for a total purchase price of up to approximately $161.5 million, assuming all outstanding shares are tendered. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $5.00 per share in cash. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second calendar quarter of 2010. Chordiant reported revenue of $76.3 million and $52.3 million of cash and investments for its four quarters ended December 31, 2009. The boards of directors of both Pegasystems and Chordiant unanimously approved the definitive agreement.
Pegasystems’ commitment to innovation and customer success has resulted in ten consecutive quarters of record revenue. Its industry-leading Build for Change® technology is both fueling widespread BPM adoption and being widely embraced to improve customer experience. Chordiant’s predictive decision management solutions are renowned for delivering increased customer lifetime value to their clients.
The combined company’s expanded global customer base, including many of the world’s largest organizations, can now take advantage of these complementary solutions. Chordiant clients will be able to incorporate Pegasystems intent-driven process automation to enhance customer experience in their existing foundation and marketing solutions. Pegasystems’ clients can take advantage of Chordiant’s predictive decision management solutions, extensive CRM assets, and expertise in customer experience.
Many of the leading global systems integrators, who are part of Pegasystems’ growing alliance program, have also built practices around Chordiant software. The combination of the two companies would enable an expanded partner network to enhance their practices and realize incremental growth.
“This combination creates a broader portfolio which will offer an expanded client base new capabilities to meet next-generation CRM needs,” said Alan Trefler, Founder and CEO of Pegasystems. “We are excited to add Chordiant’s technology and domain expertise to bolster our previously announced investment plans in BPM and CRM.”
“We expect this acquisition to be accretive, but under the new purchase accounting rules, transactional costs are now expensed rather than included in the calculation of goodwill,” said Craig Dynes, CFO for Pegasystems. “Accordingly, significant closing costs, integration expenses and other purchase accounting valuation charges will be dilutive to GAAP reported earnings. However, on a non GAAP basis, excluding these one-time charges and the reduction in maintenance and other revenues that are currently recorded as deferred revenue on Chordiant’s balance sheet, we expect this transaction to be accretive by as much as $0.03 to Pegasystems’ 2010 earnings per share and by as much as $0.20 to Pegasystems’ 2011 earnings per share. Pegasystems has not yet provided guidance on 2011 earnings. We anticipate providing revised guidance giving effect to these purchase accounting adjustments as the closing of this transaction approaches.”
“We are excited to bring Pegasystems’ industry-leading Build for Change technology to help our clients further optimize customer experience,” commented Steven Springsteel, Chairman, President and CEO of Chordiant Software. “We expect that our customer base will welcome this news, and can look forward to the increased innovation that Pegasystems is known for, along with the many other benefits resulting from the mutual strengths and combined scale of our companies.”
Bridge Street Advisory Services, a division of Financial Telesis Inc., is acting as financial advisor to Pegasystems, and Wilson Sonsini Goodrich & Rosati P.C., is acting as legal advisor to Pegasystems. Morgan Stanley & Co. Incorporated is acting as financial advisor to the Board of Chordiant, and Cooley Godward Kronish LLP is acting as legal advisor to Chordiant.
Pegasystems and Chordiant will be hosting a conference call and live Webcast associated with this announcement at 9:00 a.m. ET on March 15, 2010. Dial-in information is as follows: (877) 348-9349 (domestic) or (678) 809-1406 (international).
To listen to the Webcast, log onto www.pega.com at least 5 minutes prior to the event’s broadcast and click on the Webcast icon in the Investor Relations section. A replay of the call will also be available on www.pega.com in the Investor Relations section Audio Archives link.
Safe Harbor Statement: This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding completion of the acquisition; the impact of the acquisition on Pegasystems’ earnings per share, business performance and product offerings; and the impact of the combined product capabilities. Factors that could cause actual results to differ materially include the following: costs related to the proposed acquisition; the risk of failing to obtain any regulatory approvals or satisfy other conditions to the acquisition; the risk that the transaction will not close or that closing will be delayed; the risk that our respective businesses will suffer due to uncertainty related to the transaction; difficulties encountered in integrating merged businesses; whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the acquisition; and whether the companies can successfully develop new products or modify existing products and the degree to which these gain market acceptance. Further information on potential factors that could affect our respective businesses and financial results are included Pegasystems’ and Chordiant’s filings with the Securities and Exchange Commission, including Pegasystems’ report on Form 10-K for the year ended December 31, 2009 and Chordiant’s report on Form 10-K for the year ended September 30, 2009, and Form 10-Q for the quarter ended December 31, 2009, respectively, which are on file with the Securities and Exchange Commission. There can be no assurance that the acquisition or any other transaction will be consummated.
Additional Information: The tender offer has not yet commenced. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The tender offer will be made only pursuant to an offer to purchase and related materials that Pegasystems and its wholly-owned subsidiary intend to file with the Securities and Exchange Commission. Chordiant also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Chordiant stockholders and other investors should read these materials carefully when they are filed because they contain important information, including the terms and conditions of the tender offer. Chordiant stockholders and other investors will be able to obtain copies of these materials without charge from the Securities and Exchange Commission through its website at www.sec.gov, from Pegasystems (with respect to documents filed by Pegasystems with the Securities and Exchange Commission), or from Chordiant (with respect to documents filed by Chordiant with the Securities and Exchange Commission). Chordiant stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the tender offer.
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About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value. Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience. By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service. For more information please visit www.chordiant.com.
About Pegasystems
Pegasystems, the leader in Business Process Management, provides software to drive revenue growth, productivity and agility for the world’s most sophisticated organizations. Customers use our award-winning SmartBPM® suite to improve customer service, reach new markets and boost operational effectiveness.
Our patented SmartBPM technology makes enterprise applications easy to build and change by directly capturing business objectives and eliminating manual programming. SmartBPM unifies business rules and processes into composite applications that leverage existing systems — empowering businesspeople and IT staff to Build for Change®, deliver value quickly and outperform their competitors.
Pegasystems’ suite is complemented by best-practice frameworks designed for leaders in financial services, insurance, healthcare, government, life sciences, communications, manufacturing and other industries.
Headquartered in Cambridge, MA, Pegasystems has offices in North America, Europe and Asia. Visit us at www.pega.com.
All trademarks are the property of their respective owners.
Media Contacts:
Brian Callahan
Pegasystems
brian.callahan@pega.com
(617) 866-6364
Twitter: @pegasystems
Erica Burns
PAN Communications
pega@pancomm.com
(978) 474-1900
Derek Van Bronkhorst
Chordiant Software
Derek.vanbronkhorst@chordiant.com
(408) 517-6219
Mo Mohmoud
Eastwick Communications
Chordiant@eastwick.com
(650) 480-4058
Press Release Source: ChinaEdu Corporation On Thursday March 11, 2010, 5:30 pm EST
BEIJING, March 11 /PRNewswire-Asia-FirstCall/ — ChinaEdu Corporation (Nasdaq:CEDU – News) (“ChinaEdu” or the “Company”), an educational services provider in China, today announced its unaudited financial results for the fourth quarter ended December 31, 2009.(1)
(in thousands,
unaudited) Three Months Ended Twelve Months Ended
December December Period December December Year
Period Ended 31, 2008 31, 2009 over 31, 2008 31, 2009 over
Currency USD USD Period % USD USD Year %
Financial Data:
Net revenue 12,678 13,993 10.4% 46,546 51,965 11.6%
Gross profit 6,965 8,481 21.8% 29,298 31,695 8.2%
Income from
operations (7,216) 2,913 N/A (1,912) 11,635 N/A
Net income
attributable
to ChinaEdu (5,711) 1,326 N/A (6,302) 5,096 N/A
Adjusted
EBITDA (2)
(non-GAAP) 1,539 4,004 160.2% 12,492 16,011 28.2%
Adjusted net
income attri-
butable to
ChinaEdu (3)
(non-GAAP) 2,491 1,722 -30.9% 6,198 6,904 11.4%
Net income
(loss)
attributable
to ChinaEdu
per ADS (4) (0.308) 0.082 N/A (0.330) 0.313 N/A
Adjusted net
income per
ADS (5)
(non-GAAP) 0.133 0.107 -19.5% 0.322 0.424 31.7%
Net income
per diluted
ADS (0.308) 0.075 N/A (0.330) 0.291 N/A
Adjusted net
income per
diluted ADS
(6) (non-
GAAP) 0.130 0.098 -24.6% 0.308 0.394 27.9%
Operating Data:
Revenue
students (7)
for online
degree
program 118,000 140,000 18.6% 243,000 287,000 18.1%
(1) The reporting currency of the Company is RMB, but for the convenience
of the reader, the amounts for the three and twelve months ended
December 31, 2009 and the years ended December 31, 2008 and 2009 are
presented in U.S. dollars. Unless otherwise stated, all translations
from RMB to U.S. dollars were made at the rate of RMB6.8259 to $1.00,
the noon buying rate in effect on December 31, 2009 in the H.10
statistical release of the Federal Reserve Board. The Company makes
no representation that the RMB or U.S. dollar amounts referred could
be converted into U.S. dollars or RMB, as the case may be, at any
particular rate or at all. For analytical presentation, all
percentages are calculated using the numbers presented in the
financial statements contained in this earnings release. An
explanation of the Company's non-GAAP financial measures is included
in the section entitled "Non-GAAP Financial Measures" below, and the
related reconciliations to GAAP financial measures are presented in
the accompanying financial statements.
(2) "Adjusted EBITDA" is a non-GAAP measure defined as net income before
interest income, taxes, exchange loss, depreciation, amortization of
intangible assets and land use rights, share-based compensation and
goodwill and intangible assets impairment charges, if applicable.
(3) "Adjusted net income attributable to ChinaEdu" is a non-GAAP measure
defined as net income attributable to ChinaEdu excluding share-based
compensation, exchange loss, noncontrolling interest for share-based
compensation, amortization of intangible assets and land use rights
and goodwill and intangible assets impairment charges, if applicable.
(4) "ADS" is American Depositary Share. Each ADS represents three ordinary
shares.
(5) "Adjusted net income per ADS" is a non-GAAP measure which is computed
using adjusted net income attributable to ChinaEdu over number of ADSs
used in net income (loss) attributable to ChinaEdu per ADS calculation.
(6) "Adjusted net income per diluted ADS" is a non-GAAP measure which is
computed using adjusted net income attributable to ChinaEdu over
number of ADSs used in net income per diluted ADS calculation.
(7) "Revenue students" refer to students of university online degree
programs who have paid tuitions in the applicable period.
Fourth Quarter 2009 Highlights
-- Total net revenue for the fourth quarter of 2009 increased by 10.4% to
$14.0 million from $12.7 million for the corresponding period in 2008,
exceeding our previously disclosed guidance for the fourth quarter of
2009 of $12.9 million to $13.5 million.
-- Net revenue from online degree programs, the Company's major business
segment, increased by 9.3% to $11.2 million for the fourth quarter of
2009 from $10.3 million for the corresponding period in 2008.
-- The number of revenue students in online degree programs during the
fourth quarter of 2009 increased by approximately 18.6% to over 140,000
from approximately 118,000 for the corresponding period in 2008.
-- Adjusted EBITDA increased by 160.2% to $4.0 million in the fourth
quarter of 2009 from $1.5 million for the corresponding period in 2008.
-- Net income attributable to ChinaEdu increased to $1.3 million in the
fourth quarter of 2009 from a loss $5.7 million for the corresponding
period in 2008.
-- Adjusted net income attributable to ChinaEdu decreased by 30.9% to $1.7
million in the fourth quarter of 2009 from $2.5 million for the
corresponding period in 2008.
-- Net income per diluted ADS was $0.075 for the fourth quarter of 2009 as
compared to a loss of $0.308 for the corresponding period in 2008.
-- Adjusted net income per diluted ADS was $0.098 for the fourth quarter
of 2009 as compared to $0.130 for the corresponding period in 2008.
Fiscal Year 2009 Highlights
-- Total net revenue for the fiscal year 2009 increased by 11.6% to $52.0
million from $46.5 million for the fiscal year 2008.
-- Net revenue from online degree programs for the fiscal year 2009
increased by 11.7% to $41.8 million from $37.4 million for the fiscal
year 2008.
-- The number of revenue students in online degree programs for the fiscal
year 2009 increased by approximately 18.1% to over 287,000 from
approximately 243,000 for the fiscal year 2008.
-- Adjusted EBITDA for the fiscal year 2009 increased by 28.2% to $16.0
million from $12.5 million for the fiscal year 2008.
-- Net income attributable to ChinaEdu increased to $5.1 million in the
fiscal year 2009 from a loss $6.3 million for the fiscal year 2008.
-- Adjusted net income attributable to ChinaEdu increased by 11.4% to $6.9
million in the fiscal year 2009 from $6.2 million for the fiscal year
2008.
-- Net income per diluted ADS was $0.291 for the fiscal year 2009 as
compared to a loss of $0.330 for the fiscal year 2008.
-- Adjusted net income per diluted ADS was $0.394 for the fiscal year 2009
as compared to $0.308 for the fiscal year 2008.
“We are pleased to report solid results for the fourth quarter of 2009, completing the fiscal year 2009 with 11.6% total net revenue growth over 2008. Adjusted net income per diluted ADS for the fiscal year 2009 increased 27.9% over 2008. In 2009, all of our major business lines have recorded strong growth and we are very confident of our future prospects,” said Ms. Julia Huang, ChinaEdu’s Chairman and Chief Executive Officer. “In 2009, we announced several strategic partnerships for our online degree programs, which we believe will contribute significantly to our company’s future growth. Our learning centers network continued to expand, reaching 60 learning centers at the end of 2009, contributing to over 5% of our total net revenue in the fourth quarter of 2009. We are also very pleased with our 101 online tutoring segment’s performance, which recorded nearly 27% of net revenue growth in 2009. Looking ahead, we are committed to continuing research and development efforts of the technology platform and the internet & mobile applications for the online degree and non-degree programs, while continue to maintain a tight control over our expenses. Overall, we believe our company is positioned strongly to capture the immense potential that online education can offer in the future.”
Financial Results for the Fourth Quarter Ended December 31, 2009
Net Revenue
Total net revenue for the fourth quarter of 2009 was $14.0 million, representing a 10.4% increase from the corresponding period in 2008. Net revenue from online degree programs for the fourth quarter of 2009 was $11.2 million, representing a 9.3% increase from $10.3 million for the corresponding period in 2008. The growth in net revenue was due to strong enrollment growth for the 2009 fall semester, which registered over 140,000 revenue students representing an increase of 18.6% as compared to 118,000 revenue students for the 2008 fall semester.
Net revenue from the Company’s non-online degree programs (online tutoring programs, international curriculum programs and private primary and secondary schools) for the fourth quarter of 2009 was $2.8 million, representing a 14.9% increase from $2.4 million for the corresponding period in 2008. This increase was attributable to a 23.2% increase in net revenue for the 101 online tutoring programs from increased sales and a 43.9% increase in net revenue at Anqing School due to increase in student enrollment from the academic year beginning in September 2008 as a result of the completion of construction of the new campus, but offset by a 29.6% decrease in net revenue for the international curriculum programs due to the termination of our New Zealand contract.
A refund of valued-added tax (“VAT”) of $0.6 million in the fourth quarter of 2009 and $0.9 million in the corresponding period in 2008 was recognized as net revenue primarily in online degree programs.
Cost of Revenue
Total cost of revenue for the fourth quarter of 2009 was $5.5 million, representing a decrease of 3.5% as compared to $5.7 million for the corresponding period of 2008. Cost of revenue for online degree programs for the fourth quarter of 2009 was $3.9 million, representing a decrease of 5.8% as compared to $4.1 million for the fourth quarter of 2008. The decrease in online degree programs’ cost of revenue was primarily due to a decrease in special courseware development in the fourth quarter of 2009 as compared to the fourth quarter of 2008, as well as a decrease in employee and recruiting commission related costs.
By the end of the fourth quarter of 2009, we had 60 operational learning centers of which 22 were proprietary and 38 were contracted locations, as compared to 37 operational learning centers as of the end of the fourth quarter of 2008, of which 16 were proprietary and 21 were contracted locations.
Cost of revenue for non-online degree programs for the fourth quarter of 2009 was $1.6 million, representing a 2.3% increase for the corresponding period in 2008. This increase was attributable primarily to an increase in cost of revenue related to Anqing School’s new campus, which was partially offset by a decrease in cost of revenue for the international curriculum programs and our 101 online tutoring programs.
Gross Profit and Gross Margin
Gross profit for the fourth quarter of 2009 was $8.5 million, representing a 21.8% increase from $7.0 million for the corresponding period of 2008. Total gross margin for the fourth quarter of 2009 was 60.6% as compared to 54.9% for the corresponding period of 2008. Gross margin for the online degree programs increased to 65.2% for the fourth quarter of 2009 as compared to 59.7% for the corresponding period of 2008. Gross margin for Anqing School improved significantly, due to increased enrollment at the new campus, as compared to the corresponding period in 2008 despite additional depreciation expenses resulting from the construction of the new campus. Gross margin for 101 online tutoring programs also improved due to tight cost controls.
Operating Expenses
Total operating expenses were $5.6 million for the fourth quarter of 2009, representing a 60.7% decrease from $14.2 million for the corresponding period in 2008. This decrease was attributable primarily to the factors discussed below:
-- General and administrative expenses for the fourth quarter of 2009 were
$3.4 million, which represented a 16.0% decrease from $4.0 million for
the corresponding period of 2008. This decrease was primarily
attributable to a decrease in headquarter employee related expenses of
approximately $0.3 million in the fourth quarter of 2009 as compared to
the corresponding period of 2008. General and administrative expenses
for the fourth quarter of 2008 were also higher due to an account
receivables write-off of approximately $0.2 million.
-- Selling and marketing expenses were $1.0 million for the fourth quarter
of 2009, which represented a 19.8% decrease from $1.2 million for the
corresponding period in 2008. This decrease was attributable primarily
to a decrease in the amount spent on conferences and other sales
activities at our 101 online tutoring programs in the fourth quarter of
2009.
-- Research and development expenses, mainly contributing to technology
platform upgrade and the internet & mobile applications development,
for the fourth quarter of 2009 were $1.2 million, representing a 6.0%
decrease from $1.3 million for the corresponding period in 2008. The
decrease was attributable primarily to a reduction in employee related
expenses in the fourth quarter of 2009 as compared to the fourth
quarter of 2008. However, research and development expenses for fiscal
year 2009 increased by 16.0% compared with fiscal year 2008.
-- There was no impairment charge of goodwill and intangible assets in the
fourth quarter of 2009, while such charge was $7.7 million in the
corresponding period of 2008.
-- Share-based compensation for the fourth quarter of 2009, which was
allocated to the related cost and operating expense line items,
remained flat at $0.2 million as compared to $0.2 million for the
corresponding period in 2008.
Income from Operations
As a result of the factors discussed above, income from operations for the fourth quarter of 2009 was $2.9 million, as compared to a loss of $7.2 million for the corresponding period of 2008. Operating margin was 20.8% for the fourth quarter of 2009 as compared to a loss of 56.9% in the corresponding period of 2008. The increase in income from operations and operating margin was primarily because there was not an impairment charge of goodwill and intangible assets in the fourth quarter of 2009, while such charge was $7.7 million in the corresponding period of 2008.
Adjusted income from operations, which is a non-GAAP measure defined as income from operations excluding share-based compensation, exchange loss, amortization of intangible assets and land use rights and goodwill and intangible assets impairment charges, if applicable, was $3.3 million for the fourth quarter of 2009, which increased by 228.3% as compared to $1.0 million in the corresponding period of 2008. Adjusted operating margin, which is a non-GAAP measure defined as a ratio of adjusted operating income from operations (non-GAAP) over net revenue, for the fourth quarter of 2009, was 23.9% as compared to 8.0% for the corresponding period of 2008.
Interest Income
Interest income was $0.2 million in the fourth quarter of 2009, as compared to $0.4 million in the corresponding quarter of 2008. This decrease was attributable primarily to (i) reduced interest-bearing cash and bank deposit balance of $47.7 million as of December 31, 2009, as compared to $61.2 million as of December 31, 2008, and (ii) a lower interest rate for the fourth quarter of 2009 as compared to the corresponding period of 2008.
Income Tax Expense
Income tax expense for the fourth quarter of 2009 was $0.8 million, as compared to income tax benefit of $2.9 million for the corresponding period in 2008. In December 2008, seven of our subsidiaries and affiliate companies obtained the “high and new technology enterprises” or “HNTE” status under the new PRC Enterprise Income Tax Law, which came into effect on January 1, 2008. The HNTE entities enjoy a 15% tax rate, which is lower than the statutory tax rate of 25%. A catch-up adjustment was recorded in the fourth quarter of 2008 to adjust our 2008 income tax expenses based on a decrease in tax rate from 25% to 15%. As a result, we had an income tax benefit in the fourth quarter of 2008.
Noncontrolling Interest
Noncontrolling interest was $1.1 million in the fourth quarter of 2009, representing a decrease from $1.8 million in the corresponding period in 2008, which was attributable primarily to the noncontrolling interest impact related to the reduction in our deferred tax liabilities for the fiscal year 2008 resulted from a change of tax rate from 25% to 15%.
Net Income (Loss) attributable to ChinaEdu
Net income (loss) attributable to ChinaEdu, which is net income excluding net income attributable to noncontrolling interest, was $1.3 million for the fourth quarter of 2009, as comparable to a net loss of $5.7 million for the corresponding period in 2008. The increase was primarily because there was not an impairment charge of goodwill and intangible assets in the fourth quarter of 2009, while such a charge was $7.7 million in the corresponding period of 2008.
Net income per basic and diluted ADS were $0.082 and $0.075, respectively, for the fourth quarter of 2009, which have improved significantly as compared to losses of $0.308 and $0.308, respectively, for the corresponding period in 2008.
Adjusted net income attributable to ChinaEdu (non-GAAP) decreased by 30.9% to $1.7 million for the fourth quarter of 2009, as compared to $2.5 million in the corresponding period of 2008. Adjusted net margin, which is a non-GAAP measure defined as a ratio of adjusted net income attributable to ChinaEdu (non-GAAP) over net revenue, was 12.3% in the fourth quarter of 2009 as compared to 19.6% in the corresponding period of 2008. The decrease in adjusted net income attributable to ChinaEdu (non-GAAP) was primarily due to a one-time reduction in income tax expenses in the fourth quarter of 2008.
Adjusted net income per basic and diluted ADS were $0.107 and $0.098, respectively, for the fourth quarter of 2009.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA (non-GAAP) was $4.0 million for the fourth quarter of 2009, which increased by 160.2% as compared to $1.5 million for the corresponding period in 2008. This increase was attributable primarily to improved operating results from our learning centers network, 101 online tutoring programs and Anqing School.
Deferred Revenue
Deferred revenue at the end of the fourth quarter of 2009 was $15.5 million, with current deferred revenue of $14.3 million and non-current deferred revenue of $1.2 million. Deferred revenue at the end of the fourth quarter of 2009 increased significantly as compared to deferred revenue of $6.1 million at the end of the third quarter 2009 due to seasonality of enrollments, which results from tuition received generally during the second quarter (spring semester) and the fourth quarter (fall semester) of each year.
Cash and Cash Equivalents
As of December 31, 2009, ChinaEdu reported cash and cash equivalents of $29.8 million, which primarily consisted of cash-on-hand, demand deposits and term deposits with maturity periods of three months or less.
Term Deposits and Amount Due from Related Parties
Term deposits and amount due from related parties (which represents cash owed to us by our collaborative alliance partners) were $17.9 million and $25.9 million, respectively, on December 31, 2009.
Financial Results for the Fiscal Year Ended December 31, 2009
Net Revenue
Total net revenue for the fiscal year ended December 31, 2009 was $52.0 million, representing an 11.6% increase from $46.5 million for the fiscal year 2008. Net revenue from online degree programs for the fiscal year 2009 was $41.8 million, representing an 11.7% increase from $37.4 million for the fiscal year 2008. This increase was attributable primarily to enrollment growth at our university partners’ online degree programs in fiscal year 2009 as compared to fiscal year 2008. In the aggregate, our university partners had approximately 287,000 revenue students during fiscal year 2009, representing an 18.1% increase from approximately 243,000 revenue students in fiscal year 2008.
Net revenue from the Company’s non-online degree programs for the fiscal year 2009 was $10.2 million, representing an 11.5% increase compared to $9.1 million for the fiscal year 2008. This result was attributable primarily to the increase in student enrollment at the Anqing School and increase in net revenue from the 101 online tutoring programs in fiscal year 2009, which was offset by a decrease in net revenue from international curriculum programs.
Cost of Revenue
Total cost of revenue for the fiscal year 2009 was $20.3 million, representing an increase of 17.5% as compared to $17.2 million for the fiscal year 2008. Cost of revenue from our online degree programs for fiscal year 2009 was $14.0 million, representing a 25.2% increase from $11.2 million in fiscal year 2008. The increase was primarily due to the cost increase related to the expansion of our learning centers network and increase in employee related costs throughout fiscal year 2009.
Cost of revenue for non-online degree programs for the fiscal year 2009 was $6.3 million, representing a 3.5% increase from $6.1 million for the fiscal year 2008. This increase was attributable primarily to the increase in cost of revenue at Anqing School and 101 online tutoring programs, but was offset by a decrease in cost of revenue for the international curriculum programs.
Gross Profit
Gross profit for the fiscal year 2009 was $31.7 million as compared with $29.3 million for the fiscal year 2008, representing an increase of 8.2%.
Gross margin for the fiscal year 2009 was 61.0%, as compared with gross margin of 62.9% for the fiscal year 2008. Gross margin for the online degree programs was 66.5% in 2009 as compared with gross margin for the online degree programs of 70.2% for 2008. The decrease in gross margin was primarily due to investment in our learning centers network.
Operating Expenses
Total operating expenses for the fiscal year 2009 were $20.1 million, representing a 35.7% decrease from $31.2 million for fiscal year 2008. This decrease was attributable primarily to the factors discussed below:
-- General and administrative expenses for the fiscal year 2009 were $12.1
million, representing a 4.7% decrease from $12.7 million for fiscal
year 2008. The decrease was primarily because there was almost no
account receivables write off and exchange loss in 2009 as well as a
reduction in rent in fiscal year 2009 as compared to fiscal year 2008.
-- Selling and marketing expenses for the fiscal year 2009 were $3.5
million, representing a 20.6% decrease from $4.4 million for the fiscal
year 2008. The decrease was attributable primarily to a shift from
conducting general sales and marketing activities to focusing on direct
recruiting related activities at our learning centers network.
-- Research and development expenses for the fiscal year 2009 were $4.5
million, representing a 16.0% increase from $3.8 million for the fiscal
year 2008. This increase was attributable primarily to technology
platform upgrade and the internet & mobile applications development for
the online degree and non-degree programs.
-- There was not an impairment charge of goodwill and intangible assets in
the fiscal year 2009, while such charge was $10.3 million in the fiscal
year 2008.
-- Share-based compensation for the fiscal year 2009, which was allocated
to the related cost of revenue and operating expense line items, was
$1.1 million, representing an increase of $0.3 million from $0.8
million for the fiscal year 2008. This increase was attributable
primarily to the re-pricing for under-water options and an increase in
the number and fair value of options granted in fiscal year 2009 as
compared to fiscal year 2008.
Income (Loss) from Operations
Income from operations was $11.6 million for the fiscal year 2009, as compared to a loss of $1.9 million for the fiscal year 2008. Operating margin was 22.4% for the fiscal year 2009 as compared to a negative 4.1% for the fiscal year 2008. The increase was primarily because there was not an impairment charge of goodwill and intangible assets in the fiscal year 2009, while such charge was $10.3 million in the fiscal year 2008.
Adjusted income from operations was $13.6 million for fiscal year 2009, representing a 26.9% increase from $10.7 million for the fiscal year 2008. Correspondingly, adjusted operating margin for the fiscal year 2009 was 26.1% for the fiscal year 2009 as compared to 23.0% for the fiscal year 2008. The increase was primarily due to improved operating results from our learning centers network, 101 online tutoring programs and Anqing School.
Interest Income
Interest income decreased by 53.2% to $0.7 million in the fiscal year 2009, as compared to $1.6 million in the fiscal year 2008. This decrease was attributable primarily to (i) the reduced interest bearing cash and bank deposit balance of $47.7 million as of December 31, 2009, as compared to $61.2 million as of December 31, 2008, and (ii) a lower interest rate for the fiscal year 2009 as compared to the fiscal year 2008.
Income Tax Expense
Income tax expense for the fiscal year 2009 was $2.8 million, representing a significant increase from $0.5 million for the fiscal year 2008. In December 2008, seven of our subsidiaries and affiliate companies obtained the HNTE status under the new PRC Enterprise Income Tax Law, which came into effect on January 1, 2008. The HNTE entities enjoy a 15% tax rate, which is lower than the statutory tax rate of 25%. An adjustment was recorded in the fourth quarter of 2008 to adjust our deferred income tax expenses based on the decrease in tax rate from 25% to 15%, which resulted in a low deferred income tax expense in 2008.
In addition, 2008 income tax was lower because there was a significant decrease in deferred tax liabilities related to impairment of acquired intangible assets in our international curriculum programs, while there was no such charge in 2009.
Noncontrolling Interest
Noncontrolling interest was $4.7 million in the fiscal year 2009, representing an 11.9% decrease, as compared to $5.3 million in the fiscal year 2008, which was attributable primarily to the noncontrolling interest impact related to the reduction in our deferred tax liabilities for the fiscal year 2008 resulted from change of tax rate from 25% to 15%.
Net Income (Loss) attributable to ChinaEdu
Net income attributable to ChinaEdu was $5.1 million for the fiscal year 2009, compared with a loss of $6.3 million for the fiscal year 2008, primarily because there was not an impairment charge of goodwill and intangible assets in the fiscal year 2009, while such charge was $10.3 million in the fiscal year 2008.
Net income per basic and diluted ADS were $0.313 and $0.291, respectively for the fiscal year of 2009, which improved significantly as compared to losses of $0.330 and $0.330, respectively, for the fiscal year 2008.
Adjusted net income attributable to ChinaEdu (non-GAAP) increased by 11.4% to $6.9 million for the fiscal year 2009, as compared to $6.2 million in the fiscal year 2008. Adjusted net margin remained flat at 13.3% for the fiscal year 2009.
Adjusted net income per basic and diluted ADS were $0.424 and $0.394, respectively for the fiscal year 2009, which increased by 31.7% and 27.9% from $0.322 and $0.308, respectively, for the fiscal year 2008.
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA (non-GAAP) was $16.0 million for the fiscal year 2009, which increased by 28.2% as compared to $12.5 million for the fiscal year 2008. This increase was attributable primarily to the increased net revenue and decreased general and administrative expenses and selling and marketing expenses as discussed above. Adjusted EBITDA margin was 30.8% for the fiscal year 2009 as compared to 26.8% for the fiscal year 2008.
First Quarter 2010 Total Net Revenue Guidance
For the first quarter of 2010, ChinaEdu expects its total net revenue to be in the range of RMB87 million to RMB90 million or $12.7 million to $13.2 million. This forecast reflects ChinaEdu’s current and preliminary view, which is subject to change.
Conference Call
ChinaEdu senior management will host a conference call on Friday, March 12, 2010 at 8:00 a.m. U.S. Eastern time / 5:00 a.m. U.S. Pacific time / 9:00 p.m. Beijing/Hong Kong time.
The conference call may be accessed by calling (US) 866 396 2384/ (International) +1 617 847 8711/ (HK) +852 3002 1672/ (China) +86 10 800 152 1490, and entering the passcode: 76490238. A telephone replay of the conference call will be available shortly after the call until March 19, 2010 at (US) 888 286 8010/ (International) +1 617 801 6888 and entering passcode: 86606775. A live and archived webcast may be accessed via ChinaEdu’s investor relations website at http://ir.chinaedu.net .
Non-GAAP Financial Measures
To supplement the unaudited condensed consolidated financial information presented in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”), the Company uses non-GAAP measures of income from operations and net income attributable to ChinaEdu, which are adjusted from results based on GAAP to exclude certain non-cash items of share-based compensation, exchange loss, amortization of intangible assets and land use rights and goodwill and intangible assets impairment charges, if applicable. The Company also uses adjusted EBITDA, which is also a non-GAAP measure and is adjusted from GAAP results of net income to exclude interest income, taxes, exchange loss, depreciation, amortization of intangible assets and land use rights, share-based compensation and goodwill and intangible assets impairment charges, if applicable. These non-GAAP financial measures are provided to enhance the investors’ overall understanding of the Company’s current and past financial performance in on-going core operations as well as prospects for the future. These measures should be considered in addition to results prepared and presented in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Management considers the non-GAAP information as important measures internally and therefore deems it important to provide all of this information to investors.
About ChinaEdu
ChinaEdu Corporation is an educational services provider in China, incorporated as an exempted limited liability company in the Cayman Islands. Established in 1999, the Company’s primary business is to provide comprehensive services to the online degree programs of leading Chinese universities. These services include academic program development, technology services, enrollment marketing, student support services and finance operations. The Company’s other lines of businesses include the operation of private primary and secondary schools, online interactive tutoring services and providing marketing and support for international curriculum programs.
The Company believes it is the largest service provider to online degree programs in China in terms of the number of higher education institutions that are served and the number of student enrollments supported. The Company currently has 15 long-term, exclusive contracts that generally vary from 10 to 50 years in length. ChinaEdu also performs recruiting services for 15 universities through its nationwide learning centers network.
Forward-Looking Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties and contingencies, many of which are beyond our control which may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including those described under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2008, and in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to (and expressly disclaim any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Lily Liu, CFO
ChinaEdu Corporation
Phone: +86-10-8418-6655 x1002
Email: ir@chinaedu.net
S. Jimmy Xia, IR Manager
ChinaEdu Corporation
Phone: +86-10-8418-6655 x1150
Email: ir@chinaedu.net
ChinaEdu Corporation
Unaudited Condensed Consolidated Balance Sheets
December
31, 2008 December December
(in thousands, unaudited) As Adjusted(1) 31, 2009 31, 2009
RMB RMB US$
Current assets:
Cash and cash equivalents 353,933 203,143 29,761
Term deposits 63,500 122,304 17,918
Restricted cash -- 365 53
Accounts receivable, net 14,854 28,334 4,151
Inventory -- 1,852 271
Prepaid expenses and other
current assets 20,251 25,315 3,709
Amounts due from related parties 150,472 176,802 25,902
Deferred tax assets 3,986 3,309 485
Investments -- 17,706 2,594
Total current assets 606,996 579,130 84,844
Cost method investment 1,210 1,210 177
Investment -- 3,000 440
Land use rights, net 28,344 27,874 4,084
Property and equipment, net 161,925 203,995 29,885
Deposits paid for acquisition
of property and equipment 8,619 13,898 2,036
Intangible assets, net 70,377 66,621 9,760
Deferred tax assets 2,096 1,541 226
Rental deposits 958 868 127
Goodwill 38,155 38,155 5,590
Total assets 918,680 936,292 137,169
Liabilities and equity
Current liabilities:
Accounts payable 8,530 6,467 947
Deferred revenues 96,068 97,853 14,336
Accrued expenses and other
current liabilities 51,629 68,917 10,096
Amounts due to related parties 25,769 25,668 3,760
Income taxes payable 27,917 33,389 4,892
Other taxes payable 12,008 15,900 2,329
Total current liabilities 221,921 248,194 36,360
Deferred revenues 6,073 8,075 1,183
Deferred tax liabilities 11,069 10,143 1,486
Unrecognized tax benefit 5,473 7,727 1,132
Total liabilities 244,536 274,139 40,161
ChinaEdu shareholders' equity 589,829 559,973 82,039
Noncontrolling interest 84,315 102,180 14,969
Total equity 674,144 662,153 97,008
Total liabilities and equity 918,680 936,292 137,169
(1) Amount in relation to noncontrolling interest, formerly named minority
interest, as of December 31, 2008 is reclassified in accordance with
ASC 810 (formerly FASB Statement No. 160, Noncontrolling Interest),
which was adopted by the Company on January 1, 2009.
ChinaEdu Corporation
Unaudited Condensed Consolidated Statements of Operations
Three Months Ended
(in thousands, except December 31,
for percentage, share, 2008 As September December December
and per share Adjusted (1) 30, 2009 31, 2009 31, 2009
information) RMB RMB RMB US$
Gross Revenue (2) 89,441 94,303 95,871 14,045
Business Tax and Surcharge 2,901 4,559 354 52
Net Revenue:
Online degree programs 69,945 71,510 76,457 11,201
Online tutoring programs 4,472 5,778 5,510 807
Private primary and
secondary schools 6,823 7,669 9,816 1,438
International curriculum
programs 5,300 4,787 3,734 547
Total net revenue 86,540 89,744 95,517 13,993
Cost of revenue:
Online degree programs 28,195 23,633 26,575 3,893
Online tutoring programs 1,443 1,426 1,222 179
Private primary and
secondary schools 5,828 7,070 7,298 1,069
International curriculum
programs 3,532 2,840 2,531 371
Total cost of revenue 38,998 34,969 37,626 5,512
Gross profit:
Online degree programs 41,750 47,877 49,882 7,308
Online tutoring programs 3,029 4,352 4,288 628
Private primary and
secondary schools 995 599 2,518 369
International curriculum
programs 1,768 1,947 1,203 176
Total gross profit 47,542 54,775 57,891 8,481
Online degree programs 59.7% 67.0% 65.2% 65.2%
Online tutoring programs 67.7% 75.3% 77.8% 77.8%
Private primary and
secondary schools 14.6% 7.8% 25.7% 25.7%
International curriculum
programs 33.4% 40.7% 32.2% 32.2%
Gross margin 54.9% 61.0% 60.6% 60.6%
Operating expenses:
General and administrative 27,410 20,519 23,014 3,372
Selling and marketing 8,202 6,766 6,578 964
Research and development 8,947 7,522 8,410 1,232
Goodwill and intangible
assets impairment 52,236 -- -- --
Total operating expenses 96,795 34,807 38,002 5,568
Income (loss) from
operations (49,253) 19,968 19,889 2,913
Operating margin -56.9% 22.2% 20.8% 20.8%
Other income (expense) 145 (264) 761 111
Interest income 2,973 1,041 1,085 159
Interest expense (1) (1) (1) --
Income (loss) before
income tax provisions (46,136) 20,744 21,734 3,183
Income tax expense 19,621 (4,835) (5,487) (804)
Net income (loss) (26,515) 15,909 16,247 2,379
Net income attributable to
the noncontrolling
interest (12,469) (8,610) (7,191) (1,053)
Net income (loss)
attributable to ChinaEdu (38,984) 7,299 9,056 1,326
Net margin -45.0% 8.1% 9.5% 9.5%
Net income (loss)
attributable to ChinaEdu
per ADS:
Basic (2.10) 0.45 0.56 0.082
Diluted (2.10) 0.41 0.51 0.075
Weighted average aggregate
number of ADSs
outstanding:
Basic 18,650,558 16,227,267 16,148,719 16,148,719
Diluted 18,650,558 17,604,567 17,589,699 17,589,699
(2) Gross revenue are
detailed as follows
Online degree programs 72,411 75,564 76,441 11,199
Online tutoring programs 4,643 6,002 5,658 829
Private primary and
secondary schools 6,853 7,671 9,821 1,439
International curriculum
programs 5,534 5,066 3,951 579
Twelve Months Ended
December
(in thousands, except 31, 2008 December December
for percentage, share, As Adjusted (1) 31, 2009 31, 2009
and per share information) RMB RMB US$
Gross Revenue (2) 327,903 368,447 53,978
Business Tax and Surcharge 10,183 13,741 2,013
Net Revenue:
Online degree programs 255,388 285,178 41,779
Online tutoring programs 15,436 19,584 2,869
Private primary and secondary schools 19,289 30,627 4,487
International curriculum programs 27,607 19,317 2,830
Total net revenue 317,720 354,706 51,965
Cost of revenue:
Online degree programs 76,224 95,428 13,980
Online tutoring programs 4,017 5,713 837
Private primary and secondary schools 17,572 26,109 3,825
International curriculum programs 19,920 11,112 1,628
Total cost of revenue 117,733 138,362 20,270
Gross profit:
Online degree programs 179,164 189,750 27,799
Online tutoring programs 11,419 13,871 2,032
Private primary and secondary schools 1,717 4,518 662
International curriculum programs 7,687 8,205 1,202
Total gross profit 199,987 216,344 31,695
Online degree programs 70.2% 66.5% 66.5%
Online tutoring programs 74.0% 70.8% 70.8%
Private primary and secondary schools 8.9% 14.8% 14.8%
International curriculum programs 27.8% 42.5% 42.5%
Gross margin 62.9% 61.0% 61.0%
Operating expenses:
General and administrative 86,908 82,858 12,139
Selling and marketing 29,851 23,688 3,470
Research and development 26,185 30,385 4,451
Goodwill and intangible assets
impairment 70,093 -- --
Total operating expenses 213,037 136,931 20,060
Income (loss) from operations -13,050 79,413 11,635
Operating margin -4.1% 22.4% 22.4%
Other income (expense) 562 1,748 256
Interest income 10,652 4,980 730
Interest expense (1,298) (2) --
Income (loss) before income tax
provisions (3,134) 86,139 12,621
Income tax expense (3,473) (19,287) (2,826)
Net income (loss) (6,607) 66,852 9,795
Net income attributable to the
noncontrolling interest (36,412) (32,073) (4,699)
Net income (loss) attributable to
ChinaEdu (43,019) 34,779 5,096
Net margin -13.5% 9.8% 9.8%
Net income (loss) attributable to
ChinaEdu per ADS:
Basic (2.25) 2.14 0.313
Diluted (2.25) 1.99 0.291
Weighted average aggregate number of
ADSs outstanding:
Basic 19,226,501 16,281,535 16,281,535
Diluted 19,226,501 17,506,561 17,506,561
(2) Gross revenue are detailed as
follows
Online degree programs 263,727 297,192 43,539
Online tutoring programs 16,058 20,130 2,949
Private primary and secondary schools 19,319 30,684 4,495
International curriculum programs 28,799 20,441 2,995
ChinaEdu Corporation
Unaudited Condensed Consolidated Statements of Cash Flow
Three Months Ended
December September December December
(in thousands) 31, 2008 (1) 30, 2009 31, 2009 31, 2009
RMB RMB RMB US$
Operating activities:
Net income (loss) (26,515) 15,909 16,247 2,379
Share-based compensation 1,683 1,488 1,611 236
Depreciation 3,570 4,119 4,560 668
Amortization of land use
rights 182 152 152 22
Amortization of intangible
assets 2,087 1,114 1,129 165
Goodwill and intangible
assets impairment 52,236 -- -- --
Accounts receivable write-
off 1,215 16 (61) (9)
Loss from disposal of
property and equipment 1,663 110 310 45
Deferred income taxes (16,310) (613) (51) (7)
Accounts receivable (10,341) 11,797 (15,121) (2,215)
Inventory -- (722) (53) (8)
Prepaid expenses and other
current assets (7,287) (6,582) (2,800) (410)
Amounts due from related
parties (22,991) 26,821 11,511 1,686
Rental deposits 107 (67) 62 9
Land use right (160) -- -- --
Accounts payable (1,084) (1,368) (1,373) (201)
Deferred revenues 68,925 (60,114) 64,517 9,452
Accrued expenses and other
current liabilities 16,213 8,437 10,043 1,472
Amounts due to related
parties (29,096) 11,946 (37,523) (5,497)
Unrecognized tax benefit 872 89 184 27
Other taxes payable 5,287 2,122 2,054 301
Income tax payable (4,556) 4,800 5,131 752
Net cash provided by operating
activities 35,700 19,454 60,529 8,867
Investing activities:
Purchase of business -- -- -- --
Purchase of property and
equipment (4,745) (10,270) (6,277) (920)
Deposits paid for
acquisition of property and
equipment (2,616) 2,616 (13,987) (2,049)
Redeem (purchase) of term
deposits 41,000 (8,988) (33,825) (4,955)
Purchase of investments -- (14,083) (6,495) (952)
Purchase of contractual
right -- -- (735) (108)
Change in restricted cash -- -- (365) (53)
Proceeds from disposal of
property and equipment -- -- -- --
Net cash provided by (used in)
investing activities 33,639 (30,725) (61,684) (9,037)
Financing activities:
Repurchase of ordinary
shares (13,714) -- (14,740) (2,159)
Cancellation fee of
repurchased ordinary shares -- (249) -- --
Short term loan -- 2,117 (2,117) (310)
Repayment of long-term loan
interest and principal -- -- -- --
Cash dividends paid to
noncontrolling shareholders (7,269) -- (4,098) (600)
Capital contributions by
noncontrolling shareholders -- -- 735 108
Proceeds from exercise of
options 1,383 2,463 274 40
Net cash provided by (used in)
financing activities (19,600) 4,331 (19,946) (2,921)
Effect of foreign exchange
rate changes 865 48 4 1
CASH AND CASH EQUIVALENTS,
beginning of period 303,329 231,132 224,240 32,851
CASH AND CASH EQUIVALENTS,
end of period 353,933 224,240 203,143 29,761
Net increase (decrease) in cash 50,604 (6,892) (21,097) (3,090)
Twelve Months Ended
December December December
(in thousands) 31, 2008 (1) 31, 2009 31, 2009
RMB RMB US$
Operating activities:
Net income (loss) (6,607) 66,852 9,795
Share-based compensation 5,231 7,416 1,086
Depreciation 12,212 16,603 2,432
Amortization of land use
rights 606 619 91
Amortization of intangible
assets 8,746 5,237 767
Goodwill and intangible
assets impairment 70,093 -- --
Accounts receivable write-
off 1,215 364 53
Loss from disposal of
property and equipment 1,663 513 75
Deferred income taxes (8,387) 306 45
Accounts receivable (14,658) (13,844) (2,028)
Inventory -- (1,852) (271)
Prepaid expenses and other
current assets (2,970) (5,075) (743)
Amounts due from related
parties (44,950) (26,330) (3,857)
Rental deposits 665 90 13
Land use right (160) (1,989) (291)
Accounts payable (950) 115 17
Deferred revenues 15,210 3,792 556
Accrued expenses and other
current liabilities 10,011 19,082 2,796
Amounts due to related
parties (4,368) 268 39
Unrecognized tax benefit 1,141 2,254 330
Other taxes payable 5,342 3,892 570
Income tax payable 5,462 5,472 802
Net cash provided by operating
activities 54,547 83,785 12,277
Investing activities:
Purchase of business (6,700) -- --
Purchase of property and
equipment (36,323) (57,071) (8,361)
Deposits paid for
acquisition of property
and equipment (8,650) (11,371) (1,666)
Redeem (purchase) of term
deposits (57,458) (58,813) (8,616)
Purchase of investments -- (20,578) (3,015)
Purchase of contractual
right (1,225) (1,235) (181)
Change in restricted cash -- (365) (53)
Proceeds from disposal of
property and equipment 31 -- --
Net cash provided by (used in)
investing activities (110,325) (149,433) (21,892)
Financing activities:
Repurchase of ordinary
shares (34,190) (76,387) (11,191)
Cancellation fee of
repurchased ordinary
shares -- (249) (36)
Short term loan -- -- --
Repayment of long-term
loan interest and
principal (25,724) -- --
Cash dividends paid to
noncontrolling
shareholders (11,319) (14,698) (2,153)
Capital contributions by
noncontrolling
shareholders 1,225 1,715 251
Proceeds from exercise of
options 1,787 4,161 610
Net cash provided by (used in)
financing activities (68,221) (85,458) (12,519)
Effect of foreign exchange rate
changes (19,182) 316 44
CASH AND CASH EQUIVALENTS, beginning
of period 497,114 353,933 51,851
CASH AND CASH EQUIVALENTS, end of
period 353,933 203,143 29,761
Net increase (decrease) in cash (143,181) (150,790) (22,090)
ChinaEdu Corporation
Reconciliations from income (loss) from operations to adjusted income from
operations (non-GAAP) and adjusted operating margin (non-GAAP)
Three Months Ended
December September December December
(in thousands, unaudited) 31, 2008 30, 2009 31, 2009 31, 2009
RMB RMB RMB US$
Income (loss) from
operations
GAAP Result (49,253) 19,968 19,889 2,913
Share-based compensation 1,683 1,488 1,611 236
Exchange loss -- -- -- --
Amortization 2,269 1,266 1,281 187
Goodwill and intangible
assets impairment 52,236 -- -- --
Adjusted income from
operations (non-GAAP) 6,935 22,722 22,781 3,336
Adjusted operating margin
(non-GAAP) 8.0% 25.3% 23.9% 23.9%
Twelve Months Ended
December December December
(in thousands, unaudited) 31, 2008 31, 2009 31, 2009
RMB RMB US$
Income (loss) from operations
GAAP Result (13,050) 79,413 11,635
Share-based compensation 5,231 7,416 1,086
Exchange loss 1,433 -- --
Amortization 9,352 5,856 858
Goodwill and intangible assets
impairment 70,093 -- --
Adjusted income from operations
(non-GAAP) 73,059 92,685 13,579
Adjusted operating margin (non-GAAP) 23.0% 26.1% 26.1%
ChinaEdu Corporation
Reconciliation from net income (loss) to adjusted EBITDA (non-GAAP)
and adjusted EBITDA margin (non-GAAP)
Three Months Ended
December September December December
(in thousands, unaudited) 31, 2008 30, 2009 31, 2009 31, 2009
RMB RMB RMB US$
Net income (loss) (26,515) 15,909 16,247 2,379
Income tax expense (19,621) 4,835 5,487 804
Share-based compensation 1,683 1,488 1,611 236
Exchange loss -- -- -- --
Amortization 2,269 1,266 1,281 187
Depreciation 3,570 4,119 4,560 668
Interest income and other, net (3,117) (776) (1,845) (270)
Goodwill and intangible assets
impairment 52,236 -- -- --
Adjusted EBITDA (non-GAAP) 10,505 26,841 27,341 4,004
Adjusted EBITDA margin (non-GAAP) 12.1% 29.9% 28.6% 28.6%
Twelve Months Ended
December December December
(in thousands, unaudited) 31, 2008 31, 2009 31, 2009
RMB RMB US$
Net income (loss) (6,607) 66,852 9,795
Income tax expense 3,473 19,287 2,826
Share-based compensation 5,231 7,416 1,086
Exchange loss 1,433 -- --
Amortization 9,352 5,856 858
Depreciation 12,212 16,603 2,432
Interest income and other, net (9,916) (6,726) (986)
Goodwill and intangible assets
impairment 70,093 -- --
Adjusted EBITDA (non-GAAP) 85,271 109,288 16,011
Adjusted EBITDA margin (non-GAAP) 26.8% 30.8% 30.8%
ChinaEdu Corporation
Reconciliations from net income (loss) attributable to ChinaEdu to
adjusted net income attributable to ChinaEdu (non-GAAP), adjusted net
margin (non-GAAP) and adjusted net income per ADS (non-GAAP)
Three Months Ended
(in thousands, unaudited) December September December December
31, 2008 30, 2009 31, 2009 31, 2009
RMB RMB RMB US$
Net income (loss) attri-
butable to ChinaEdu
GAAP Result (38,984) 7,299 9,056 1,326
Share-based compensation 1,683 1,488 1,611 236
Exchange loss -- -- -- --
Share-based compensation
attributable to the
noncontrolling interest (203) (168) (183) (27)
Amortization 2,269 1,266 1,281 187
Goodwill and intangible
assets impairment 52,236 -- -- --
Adjusted net income
attributable to ChinaEdu
(non-GAAP) 17,001 9,885 11,765 1,722
Adjusted net margin (non-
GAAP) 19.6% 11.0% 12.3% 12.3%
Adjusted net income per
ADS (non-GAAP)
Basic 0.91 0.61 0.73 0.107
Diluted 0.89 0.56 0.67 0.098
Weighted average aggregate
number of ordinary shares
outstanding:
Basic 18,650,558 16,227,267 16,148,719 16,148,719
Diluted 19,187,923 17,604,567 17,589,699 17,589,699
Twelve Months Ended
(in thousands, unaudited) December December December
31, 2008 31, 2009 31, 2009
RMB RMB US$
Net income (loss) attributable to
ChinaEdu
GAAP Result (43,019) 34,779 5,096
Share-based compensation 5,231 7,416 1,086
Exchange loss 1,433 -- --
Share-based compensation attributable
to the noncontrolling interest (786) (925) (136)
Amortization 9,352 5,856 858
Goodwill and intangible assets
impairment 70,093 -- --
Adjusted net income attributable to
ChinaEdu (non-GAAP) 42,304 47,126 6,904
Adjusted net margin (non-GAAP) 13.3% 13.3% 13.3%
Adjusted net income per ADS (non-GAAP)
Basic 2.20 2.89 0.424
Diluted 2.10 2.69 0.394
Weighted average aggregate number of
ordinary shares outstanding:
Basic 19,226,501 16,281,535 16,281,535
Diluted 20,162,529 17,506,561 17,506,561
Adjusted income from operations, which is a non-GAAP measure defined as
income from operations excluding share-based compensation, exchange loss,
amortization of intangible assets and land use rights, and goodwill and
intangible assets impairment charges, if applicable.
Adjusted net income attributable to ChinaEdu, which is a non-GAAP measure
defined as net income attributable to the ChinaEdu excluding share-based
compensation, exchange loss, noncontrolling interest for share-based
compensation, amortization of intangible assets and land use rights, and
goodwill and intangible assets impairment charges, if applicable.
Press Release Source: Frequency Electronics, Inc. On Friday March 12, 2010, 8:30 am EST
MITCHEL FIELD, N.Y., March 12, 2010 (GLOBE NEWSWIRE) — Frequency Electronics, Inc. (Nasdaq:FEIM – News) reported net income for the third quarter of fiscal 2010, which ended January 31, 2010, of $2.0 million, or $0.25 per diluted share, compared to a net loss of $129,000, or ($0.02) per diluted share in the preceding quarter, and net income of $99,000, or $0.01 per diluted share, in the third quarter of fiscal 2009. Net income for the first nine months of fiscal 2010 was $2.6 million, or $0.31 per diluted share, compared to net loss of $1.6 million, or ($0.19) per diluted share, in the same period of fiscal 2009. The fiscal year 2010 periods include a tax benefit of $2.0 million as a result of a change in tax laws regarding the carryback of net operating losses and also include non-cash investment impairment charges to income of $350,000 for the quarter and $550,000 for the nine months ended January 31, 2010.
Revenues for the third quarter were $12.5 million, compared to $11.4 million for the preceding quarter and $13.2 million for the same period of fiscal 2009. Revenues for the first nine months of fiscal 2010 were $36.4 million compared to $40.3 million for the same period of fiscal 2009.
Operating income for the third quarter of fiscal 2010 was $314,000, an increase over the $242,000 operating income in the preceding quarter, and compared to an operating loss of $215,000 in the third quarter of fiscal 2009. For the first nine months of fiscal 2010, operating income was $1.2 million compared to an operating loss of $2.5 million for the same period in the previous fiscal year.
Chairman of the Board General Joseph Franklin made the following comments: “Recent results add further support to our very positive outlook for Frequency Electronics. The Company is generating increased operating profits at current revenue rates, reflecting operating efficiencies that were put in place last year. Our cash position has increased from $14.9 million at year end to $16.9 million at the end of the third quarter. We are making great progress on the design of new standardized space products which will address a larger share of the satellite payload market. Engineering models for these products are on schedule for completion by the end of this fiscal year. The Company has also made large R&D investments to develop and qualify state-of-the-art products which in many cases are sole-source on large, multi-year government programs. We anticipate significant additional bookings for follow-on phases of these programs, which will add to revenues and profitability.”
Reports on the Company’s major business areas:
– Satellite Payloads: Revenues from this business area in the third quarter continued on the same trend, approximately 33% of consolidated revenues. U.S. Government space program revenues continued to grow, while commercial revenues were relatively flat. Significant engineering effort is directed at development of new C and Ku band beacon/telemetry transceivers, and a new family of frequency generators and converters.
– U.S. Government/DOD non-satellite programs: Revenues from this business area exceeded 20% of consolidated revenues in the third quarter. Year-over-year for the first nine months, revenues from this business area have increased 25%.
– Telecommunications infrastructure: Revenues from this business area in the third quarter were approximately 30% of consolidated revenues. Sales of wireless products continued to decline. Sales of the US5G and other wireline synchronization products are gaining significant market share and now represent a major portion of this business area.
Reporting segments:
(Including inter-segment sales of $595,000 in the third quarter of fiscal 2010, $635,000 in the previous quarter, and $786,000 in the third quarter of fiscal 2009.)
– FEI-NY revenues were $7.4 million for this quarter, compared to $6.9 million in the preceding quarter, and $9.5 million in the third quarter of fiscal 2009. The FEI-NY segment includes revenues from all major business areas.
– Gillam-FEI recorded revenues of $3.8 million for this quarter, compared to $2.5 million in the preceding quarter and $2.4 million in the third quarter of fiscal 2009. The Gillam-FEI segment includes revenues primarily from wireline telecommunications infrastructure and from other network management products
– FEI-Zyfer revenues were $1.9 million for this quarter, compared to $2.6 million for the preceding quarter and $2.1 million in the third quarter of fiscal 2009. The majority of FEI-Zyfer’s sales are derived from U.S. Government/DOD programs, and also include US5G sales.
Chief Financial Officer Alan Miller stated: “Our third quarter and nine-month gross margins improved substantially over the same periods of fiscal year 2009. Consequently, we were able to generate operating profits during the fiscal 2010 periods. We recorded $465,000 in positive operating cash flow for this past quarter; $3.1 million year-to-date and we anticipate adding another $2.8 million upon receipt of the tax refund. Frequency is on a very sound financial footing to take advantage of new opportunities.”
Investor Conference Call
As previously announced, the Company will hold a conference call to discuss these results on Friday, March 12, 2010, at 11:30 AM Eastern Time. Investors and analysts may access the call by dialing 1-877-407-9205. International callers may dial 1-201-689-8054. Ask for the Frequency Electronics conference call.
The call will be archived on the Company’s website through April 12, 2010. The archived call may also be retrieved at 1-877-660-6853 (domestic) or 1-201-612-7415 (international) using Passcodes (both are required for playback): Account: 286, Conference ID: 346964.
About Frequency Electronics
Frequency Electronics, Inc. is a world leader in the design, development and manufacture of high precision timing, frequency control and synchronization products for space and terrestrial applications. Frequency’s products are used in commercial, government and military systems, including satellite payloads, missiles, UAVs, aircraft, GPS, secure radios, SCADA, energy exploration and wireline and wireless communication networks. Frequency has received over 60 awards of excellence for achievements in providing high performance electronic assemblies for over 120 space programs. The Company invests significant resources in research and development and strategic acquisitions world-wide to expand its capabilities and markets. Subsidiaries and Affiliates: Gillam-FEI provides expertise in wireline network synchronization and SCADA; FEI-Zyfer provides GPS and secure timing (“SAASM”) capabilities for critical military and commercial applications, and US5G and related wireline synchronization products; FEI-Asia provides cost-effective manufacturing and distribution capabilities in a high growth market. Frequency’s Morion affiliate supplies high-quality, cost-effective quartz oscillators and components. The Elcom Technologies affiliate provides added resources for state-of-the-art RF microwave products. Additional information is available on the Company’s website: http://www.frequencyelectronics.com/.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The Statements in this press release regarding the future constitute “forward-looking” statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, inability to integrate operations and personnel, actions by significant customers or competitors, general domestic and international economic conditions, consumer spending trends, reliance on key customers, continued acceptance of the Company’s products in the marketplace, competitive factors, new products and technological changes, product prices and raw material costs, dependence upon third-party vendors, competitive developments, changes in manufacturing and transportation costs, the availability of capital, and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
| Frequency Electronics, Inc. and Subsidiaries |
| Consolidated Condensed Summary of Operations |
|
|
|
|
|
|
Quarter Ended |
Nine Months Ended |
|
January 31, |
January 31, |
|
2010 |
2009 |
2010 |
2009 |
|
(unaudited) |
(unaudited) |
|
(in thousands except per share data) |
|
|
|
|
|
| Revenues |
$12,524 |
$13,208 |
$36,360 |
$40,297 |
| Cost of Revenues |
8,102 |
9,749 |
23,243 |
30,932 |
| Gross Margin |
4,422 |
3,459 |
13,117 |
9,365 |
|
|
|
|
|
| Selling and Administrative |
2,608 |
2,845 |
7,948 |
8,797 |
| Research and Development |
1,500 |
829 |
3,954 |
3,068 |
| Operating Income (Loss) |
314 |
(215) |
1,215 |
(2,500) |
| Interest and Other, Net |
(235) |
295 |
(611) |
237 |
| Income (Loss) before Income Taxes |
79 |
80 |
604 |
(2,263) |
| Income Tax Benefit |
(1,970) |
(19) |
(1,970) |
(696) |
| Net Income (Loss) |
$2,049 |
$99 |
$2,574 |
$(1,567) |
|
|
|
|
|
| Net Income (Loss) per Share: |
|
|
|
|
| Basic |
$0.25 |
$0.01 |
$0.31 |
$(0.19) |
| Diluted |
$0.25 |
$0.01 |
$0.31 |
$(0.19) |
| Average Shares Outstanding |
|
|
|
|
| Basic |
8,184,627 |
8,097,899 |
8,176,638 |
8,381,424 |
| Diluted |
8,222,574 |
8,097,899 |
8,197,367 |
8,381,424 |
|
| Frequency Electronics, Inc. and Subsidiaries |
| Condensed Consolidated Balance Sheets |
|
|
|
|
January 31, |
April 30, |
|
2010 |
2009 |
|
(in thousands) |
|
|
|
| ASSETS |
|
|
| Cash & Marketable Securities |
$16,912 |
$14,909 |
| Accounts Receivable |
9,924 |
10,775 |
| Costs and Estimated Earnings in Excess of Billings |
2,667 |
2,193 |
| Inventories |
28,585 |
26,051 |
| Other Current Assets |
3,307 |
2,143 |
| Property, Plant & Equipment |
7,016 |
7,961 |
| Other Assets |
13,335 |
13,888 |
|
$81,746 |
$77,920 |
|
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
| Current Liabilities |
$7,461 |
$8,040 |
| Long-term Obligations and Other |
10,751 |
10,714 |
| Stockholders’ Equity |
63,534 |
59,166 |
|
$81,746 |
$77,920 |
Press Release Source: ATP Oil & Gas Corporation On Friday March 12, 2010, 8:20 am EST
HOUSTON–(BUSINESS WIRE)–ATP Oil & Gas Corporation (NASDAQ:ATPG – News) today issued its annual 2009 results, a 376% reserve replacement ratio, and announced that its major deepwater Gulf of Mexico development, the Telemark Hub, is on schedule for first production later this month. At ATP’s other deepwater development, the Canyon Express Hub, the MC 217 #3 well was placed on initial production March 11, 2010 at 30 MMcf/d gross.
Telemark Hub Update
ATP’s major deepwater Gulf of Mexico development, the Telemark Hub, is on schedule to commence production during March 2010 from the Atwater Valley 63 # 4 well. This well was tested in February at a gross rate in excess of 10,700 Boe/d from two zones. The ATP Titan, the Telemark Hub’s state-of-the-art floating production and processing facility, is in the final stages of commissioning following the installation of all major production and processing components. The sales pipelines have been hydro-tested and dewatered.
The initial sections of the Nabor’s platform rig 202 began arriving this week. Following erection of the drilling rig on the ATP Titan over the next several weeks, ATP will begin the process of re-entering and completing the Mississippi Canyon (“MC”) 941 #3 well. The MC 941 #3 well, which has been drilled and cased, is expected to commence production in the second quarter 2010. In September 2009, this well encountered 266’ of net pay, triple the amount of net pay found in the original control well.
ATP operates the Telemark Hub with a 100% working interest and owns 100% of the ATP Titan and associated pipelines and infrastructure.
Canyon Express Hub Update
At King’s Peak, the MC 217 #3 well began production through the Canyon Express pipeline on March 11, 2010 at a gross rate of 30 MMcf/d. At Aconcagua, MC 305, two additional wells, the #3 and #4, are scheduled to resume production at a rate of 30 MMcf/d gross, bringing the entire Canyon Express Hub production rate up to 60 MMcf/d gross.
ATP operates the Canyon Express Hub with a greater than 50% working interest in the wells and associated pipelines, which have a throughput capacity of approximately 500 MMcf/d.
Results of Operations
Oil revenues rose to 75% of total oil and gas revenues in 2009 compared with 56% in 2008. Oil and gas production for 2009 was 5.9 MMBoe compared to 9.6 MMBoe for 2008. In the fourth quarter 2009, ATP produced 1.3 MMBoe compared to 0.9 MMBoe in the fourth quarter 2008. With the startup of production at the Telemark Hub, ATP anticipates a further increase in its oil revenues as a percent of total revenues as well as its oil to gas production ratio during 2010.
Lease operating expense was $85.0 million for 2009 and $24.5 million for the fourth quarter 2009, compared to $91.2 million for 2008 and $18.1 million for the fourth quarter 2008. Lease operating expense for 2009 decreased compared to 2008 primarily due to the sale of 80% of the two North Sea properties mentioned above and from reduced fuel and chemical costs in the Gulf of Mexico. These cost decreases were partially offset by increases related to insurance premiums and nonrecurring workover activities at various Gulf of Mexico and North Sea properties.
General and administrative expense was $44.2 million for 2009 and $19.1 million for the fourth quarter of 2009, compared to $41.7 million for 2008 and $14.4 million for the fourth quarter of 2008. The general and administrative expense increased in 2009 compared to 2008 due primarily to the payment of third party fees related to ATP’s debt modification in the fourth quarter 2009.
Interest expense decreased to $40.9 million in 2009 compared to $100.7 million in 2008 primarily due to 2009 capitalized interest of $110.1 million compared to capitalized interest of $44.6 million in 2008. Capitalized interest in 2009 increased due to higher average construction work-in-progress balances.
ATP recorded a net loss attributable to common shareholders of $51.8 million or $1.24 per basic and diluted share for 2009, compared to net income of $121.7 million or $3.43 per basic and $3.39 per diluted share for 2008. For the fourth quarter, ATP recorded a net loss of $40.0 million or $0.80 per basic and diluted share, compared to net income of $50.2 million or $1.41 per basic and diluted share for the fourth quarter 2008. Fourth quarter results were impacted by delays related to a well recompletion at ATP’s Gomez Hub. The recompletion of the MC 711 #4 well was successful in January 2010 and, as a result, the comingled well tested at a net rate in excess of 4,600 Boe/d.
The net loss for the fourth quarter 2009 was impacted by several nonrecurring items research analysts typically exclude from their published estimates including an after-tax impairment at several Gulf of Mexico shelf properties of $24.1 million, an after-tax gain on the sale of properties of $8.5 million, an after-tax expense of $4.0 million relating to debt modification and an unrealized after-tax loss on derivatives of $10.1 million. Accordingly, net loss before these nonrecurring items, a non-GAAP measure, in the fourth quarter 2009 was $10.3 million or $0.20 per basic and diluted share. For the same metric in 2008, ATP recorded net income of $78.4 million or $2.21 per basic and $2.20 per diluted share. A reconciliation of non-GAAP net income is provided below:
|
| Reconciliation of Non-GAAP Net Income (Loss) Attributable to Common Shareholders |
| (In Thousands, Except Per Share Amounts) |
| (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Year Ended |
|
|
|
December 31, |
|
December 31, |
|
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to common shareholders |
|
|
$ |
(39,966
|
) |
|
$ |
50,157 |
|
|
$ |
(51,817
|
) |
|
$ |
121,705 |
|
| Adjustments to net income, net of tax at statutory rates: |
|
|
|
|
|
|
|
|
|
| Other revenues – insurance recoveries |
|
|
|
– |
|
|
|
(21,001 |
) |
|
|
(8,882 |
) |
|
|
(21,584 |
) |
| Impairment of oil and gas properties |
|
|
|
24,083 |
|
|
|
81,437 |
|
|
|
29,769 |
|
|
|
81,288 |
|
| (Gain) loss on abandonment |
|
|
|
(50 |
) |
|
|
7,138 |
|
|
|
1,867 |
|
|
|
8,639 |
|
| Gain on disposal of properties |
|
|
|
(8,450 |
) |
|
|
(59,536 |
) |
|
|
(8,192 |
) |
|
|
(59,641 |
) |
| Loss on debt extinguishment |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
15,743 |
|
| Debt modification costs |
|
|
|
4,046 |
|
|
|
– |
|
|
|
4,046 |
|
|
|
– |
|
| Unrealized derivatives expense |
|
|
|
10,056 |
|
|
|
20,170 |
|
|
|
25,075 |
|
|
|
8,028 |
|
|
Pro forma net income (loss) attributable to common shareholders
|
|
|
$ |
(10,281
|
) |
|
$ |
78,365 |
|
|
$ |
(8,134
|
) |
|
$ |
154,178 |
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
$ |
(0.20
|
) |
|
$ |
2.21 |
|
|
$ |
(0.16
|
) |
|
$ |
4.35 |
|
| Diluted |
|
|
$ |
(0.20
|
) |
|
$ |
2.20 |
|
|
$ |
(0.16
|
) |
|
$ |
4.30 |
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
| Basic |
|
|
|
50,208 |
|
|
|
35,506 |
|
|
|
50,208 |
|
|
|
35,457 |
|
| Diluted |
|
|
|
50,208 |
|
|
|
35,608 |
|
|
|
50,208 |
|
|
|
35,868 |
|
|
|
|
|
|
|
|
|
|
|
ATP’s selected operating statistics and financial information below contain additional information on the company’s activities for the year and fourth quarter of 2009 and the comparable periods in 2008.
| Selected Financial Data |
|
Three Months Ended |
|
|
Year Ended |
| (Unaudited) |
|
December 31, |
|
|
December 31, |
|
|
2009 |
|
2008 |
|
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
| Production |
|
|
|
|
|
|
|
|
|
| Natural gas (MMcf) |
|
|
3,006 |
|
|
|
2,782 |
|
|
|
|
15,119 |
|
|
|
31,862 |
|
| Gulf of Mexico |
|
|
2,177 |
|
|
|
1,026 |
|
|
|
|
11,988 |
|
|
|
16,760 |
|
| North Sea |
|
|
829 |
|
|
|
1,756 |
|
|
|
|
3,131 |
|
|
|
15,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Oil and condensate (MBbls) |
|
|
748 |
|
|
|
409 |
|
|
|
|
3,353 |
|
|
|
4,266 |
|
| Gulf of Mexico |
|
|
746 |
|
|
|
403 |
|
|
|
|
3,344 |
|
|
|
4,232 |
|
| North Sea |
|
|
2 |
|
|
|
6 |
|
|
|
|
9 |
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
| Natural gas, oil and condensate |
|
|
|
|
|
|
|
|
|
| MMcfe |
|
|
7,497 |
|
|
|
5,249 |
|
|
|
|
35,237 |
|
|
|
57,468 |
|
| MBoe |
|
|
1,250 |
|
|
|
875 |
|
|
|
|
5,873 |
|
|
|
9,578 |
|
|
|
|
|
|
|
|
|
|
|
| Average Prices (1) |
|
|
|
|
|
|
|
|
|
| Natural gas (per Mcf) |
|
$ |
4.70 |
|
|
$ |
6.18 |
|
|
|
$ |
4.40 |
|
|
$ |
8.02 |
|
| Gulf of Mexico |
|
|
4.50 |
|
|
|
11.59 |
|
|
|
|
4.16 |
|
|
|
9.68 |
|
| North Sea |
|
|
5.20 |
|
|
|
3.00 |
|
|
|
|
5.34 |
|
|
|
6.18 |
|
| Oil and condensate (per Bbl) |
|
|
70.47 |
|
|
|
68.80 |
|
|
|
|
57.28 |
|
|
|
71.85 |
|
|
|
|
|
|
|
|
|
|
|
| Natural gas, oil and condensate |
|
|
|
|
|
|
|
|
|
| Per Mcfe |
|
$ |
8.91 |
|
|
$ |
8.63 |
|
|
|
$ |
7.34 |
|
|
$ |
9.78 |
|
| Per Boe |
|
|
53.46 |
|
|
|
51.78 |
|
|
|
|
44.03 |
|
|
|
58.68 |
|
|
|
|
|
|
|
|
|
|
|
| Deferred Revenue Recognized ($000’s) |
|
|
|
|
|
|
|
|
|
| Natural gas |
|
$ |
1,199 |
|
|
$ |
(48 |
) |
|
|
$ |
7,244 |
|
|
$ |
3,795 |
|
| Oil and condensate |
|
|
6,299 |
|
|
|
3,368 |
|
|
|
|
32,649 |
|
|
|
18,976 |
|
| Total |
|
|
7,498 |
|
|
|
3,320 |
|
|
|
|
39,893 |
|
|
|
22,771 |
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on Oil and Gas Derivatives ($000’s)
|
|
|
|
|
|
|
|
|
|
| Natural gas contracts |
|
|
|
|
|
|
|
|
|
| Realized or settled during the period |
|
$ |
4,080 |
|
|
$ |
(314 |
) |
|
|
$ |
43,707 |
|
|
$ |
(5,632 |
) |
| Unrealized |
|
|
2,047 |
|
|
|
28,531 |
|
|
|
|
(15,162 |
) |
|
|
11,448 |
|
| Oil and condensate contracts |
|
|
|
|
|
|
|
|
|
| Realized or settled during the period |
|
|
(4,402 |
) |
|
|
64,467 |
|
|
|
|
(6,146 |
) |
|
|
83,286 |
|
| Unrealized |
|
|
(17,436 |
) |
|
|
5,537 |
|
|
|
|
(23,111 |
) |
|
|
– |
|
| Total |
|
|
(15,711 |
) |
|
|
98,221 |
|
|
|
|
(712 |
) |
|
|
89,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes the effect of cash flow hedges in 2008. Effective January 1, 2009, four U.K. contracts are accounted for as hedges and aggregate net income settlements of $0.2 million and $1.7 million are reflected in the average oil and gas prices noted above for the three months and year ended December 31, 2009, respectively.
|
|
Proved Reserves
ATP reported independent third-party proved reserves at year-end 2009 of 135.2 MMBoe. ATP’s proved reserves are located 62% in the deep waters of the Gulf of Mexico, 6% on the Gulf of Mexico shelf and 32% in the North Sea. The December 31, 2009 pre-tax PV-10 was determined using SEC pricing. All of the proved reserves shown below were prepared by independent reservoir engineers whose certification letters are available on ATP’s web site.
| Proved Reserves by Region |
| Prepared by independent reservoir engineers |
| December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf of Mexico |
|
|
North Sea |
|
|
Consolidated |
| Proved |
|
|
MBbls |
|
MMcf |
|
MBoe |
|
|
MBbls |
|
MMcf |
|
MBoe |
|
MBbls |
|
MMcf |
|
MBoe |
| Developed |
|
|
7,826 |
|
44,517 |
|
|
15,246 |
|
|
|
4 |
|
12,745 |
|
|
2,128 |
|
|
|
7,830 |
|
57,262 |
|
|
17,374 |
|
| Undeveloped |
|
|
44,614 |
|
188,522 |
|
|
76,033 |
|
|
|
25,498 |
|
97,497 |
|
|
41,749 |
|
|
|
70,112 |
|
286,019 |
|
|
117,781 |
|
| Total |
|
|
52,440 |
|
233,039 |
|
|
91,279 |
|
|
|
25,502 |
|
110,242 |
|
|
43,877 |
|
|
|
77,942 |
|
343,281 |
|
|
135,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Standardized measure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($’s in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Developed |
|
$ |
404,218 |
|
|
|
|
|
|
|
$ |
28,963 |
|
|
|
|
|
|
|
$ |
433,181 |
|
| Undeveloped |
|
|
1,217,306 |
|
|
|
|
|
|
|
|
338,649 |
|
|
|
|
|
|
|
|
1,555,955 |
|
| Pre-tax PV-10 |
|
|
1,621,524 |
|
|
|
|
|
|
|
|
367,612 |
|
|
|
|
|
|
|
|
1,989,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Future income taxes, discounted at 10% |
|
|
(98,443 |
) |
|
|
|
|
|
|
|
(116,191 |
) |
|
|
|
|
|
|
|
(214,634 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Standardized measure |
|
$ |
1,523,081 |
|
|
|
|
|
|
|
$ |
251,421 |
|
|
|
|
|
|
|
$ |
1,774,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATP achieved a 376% reserve replacement ratio from all sources in 2009, based on net additions of 22.0 MMBoe. A reconciliation of ATP’s reserve replacement ratio and the changes in proved reserves from December 31, 2008 to December 31, 2009 is provided below.
| Changes in 2009 Proved Reserves |
| (MBoe) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proved Reserves 12/31/08 |
|
|
|
|
|
|
|
|
118,937 |
|
|
|
|
|
|
|
|
|
|
|
|
Revisions, extensions and discoveries
|
|
|
|
|
22,027 |
|
|
|
|
| Acquisitions |
|
|
|
|
63 |
|
|
|
|
| Additions from all sources |
|
|
|
|
|
|
|
|
22,090 |
|
|
|
|
|
|
|
|
|
|
|
| 2009 Production |
|
|
|
|
|
|
|
|
(5,873 |
) |
| Proved Reserves 12/31/09 |
|
|
|
|
|
|
|
|
135,155 |
|
|
|
|
|
|
|
|
|
|
|
| Production Replacement Ratio |
|
|
|
|
|
|
|
|
|
| (MBoe) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additions from all sources |
|
|
|
|
|
|
|
|
22,090 |
|
| 2009 Production |
|
|
|
|
|
|
|
|
5,873 |
|
| Production Replacement Ratio |
|
|
|
|
|
|
|
|
376 |
% |
|
|
|
|
|
|
|
|
|
|
Transactions
During 2009, ATP closed a series of capital market, asset monetization, and financing transactions, a summary of which is provided below:
First Quarter
- Raised $149 million from the sale of a redeemable noncontrolling interest in ATP-IP. ATP continues to hold a 51% interest in ATP-IP, the entity that owns the ATP Innovator;
Second Quarter
- Completed a $68 million common stock issuance, net of fees and expenses;
- Conveyed limited-term net profits interests (“NPIs”) to three vendors in exchange for their services for a total expected value of approximately $200 million;
Third Quarter
- Executed an agreement with the contractor to defer approximately $99 million of Octabuoy hull construction costs without delaying the construction schedule;
- Realized $75 million, net of fees and expenses, from monetizing both the oil and natural gas pipelines that service ATP’s Gomez Hub;
- Raised $93 million by selling common stock and $136 million by selling convertible perpetual preferred stock, net of fees and expenses;
Fourth Quarter
- Conveyed a limited-term dollar denominated overriding royalty interest for $15 million;
- Sold a 25% working interest in the deep operating rights in one of our properties for $13 million.
ATP has continued this monetization program in 2010. On January 6, 2010, ATP completed a $140 million limited-term overriding royalty interest transaction. ATP intends to monetize other assets, primarily the ATP Titan or other Telemark Hub infrastructure, and potentially other overriding royalty and net profits interests in 2010.
As a result of the above transactions, ATP reduced its Term Loans from $1.4 billion at December 31, 2008 to $1.2 billion at December 31, 2009. Substantially all of this reduction related to the Asset Sale Facility tranche of our Term Loan Facility falling from $326.7 million at year-end 2008 to $160.7 million at year-end 2009. Additional reductions in 2010 have decreased the outstanding balance to $146.0 million as of March 11, 2010. ATP was in compliance with the covenants of its Term Loans and expects to remain in compliance throughout 2010.
Hedging and Derivative Update
Since ATP announced third quarter earnings on November 5, 2009, ATP has been active in the U.S. derivatives market, hedging 3.1 million Bbls of crude oil at prices ranging from $73.15 per Bbl to $81.00 per Bbl and 3.7 Bcf of natural gas at $5.42 per MMBtu. ATP plans to add additional hedges throughout 2010 to coincide with the ramp-up in production at the Telemark Hub.
In addition, ATP unwound 2.1 MMMBtu of natural gas collars in the U.K. and replaced them with 1.8 Bcf of natural gas swaps at an average price of $5.45 per MMBtu. A detailed hedge and derivative schedule is provided near the end of this press release.
4th Quarter and Year-End 2009 Conference Call
ATP management will host a conference call on Friday, March 12th at 10:00 am CT to discuss the company’s year-end 2009 results followed by a Q&A session.
Date: Friday, March 12, 2010
Time: 11:00 am ET; 10:00 am CT; 9:00 am MT and 8:00am PT
ATP invites interested persons to listen to the live webcast on the company’s website at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.atpog.com&esheet=6212266&lan=en_US&anchor=www.atpog.com&index=1&md5=d3e1e773c609b6f1eb76609831058366. Phone participants should dial 877-675-4757. A digital replay of the conference call will be available at 888-203-1112, ID# 9413300, for a period of 24 hours beginning at 1:00 pm CT, and the webcast will be archived for 30 business days at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.atpog.com&esheet=6212266&lan=en_US&anchor=www.atpog.com&index=2&md5=3f4a8af0479da5bbb8e76f8ac4d45394.
About ATP Oil & Gas Corporation
ATP Oil & Gas is focused on development and production of oil and natural gas in the Gulf of Mexico and the North Sea. The company trades publicly as ATPG on the NASDAQ Global Select Market. For more information about ATP Oil & Gas Corporation, visit http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.atpog.com&esheet=6212266&lan=en_US&anchor=www.atpog.com&index=3&md5=df37d6b4d560b5ca87fd12bd279cfe25.
Forward-looking Statements
Certain statements included in this news release are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. ATP cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those ATP expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. During December 2008, the SEC issued the final rule, “Modernization of Oil and Gas Reporting” and we have adopted it as of December 31, 2009. Those new regulations allow, among other things, disclosure of probable and possible reserve quantities in reports filed with the SEC. While we do not include such reserves in our filings with the SEC, our publicly available independent third party reservoir engineering reports set forth probable and possible reserve quantities. We and our independent third party reservoir engineers use the term “probable” to describe volumes of reserves potentially recoverable through additional drilling or recovery techniques that, by their nature, are more speculative than estimates of proved reserves. All estimates of reserves in this news release have been prepared by our independent third party engineers. More information about the risks and uncertainties relating to ATP’s forward-looking statements is found in our SEC filings.
| CONSOLIDATED BALANCE SHEETS |
| (In Thousands) |
| (Unaudited) |
|
|
December 31, |
|
December 31, |
|
|
2009 |
|
2008 |
| Assets |
|
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
| Cash and cash equivalents |
|
$ |
108,961 |
|
|
$ |
214,993 |
|
| Restricted cash |
|
|
10,504 |
|
|
|
– |
|
| Accounts receivable (net of allowance of $291 and $352, respectively) |
|
|
52,551 |
|
|
|
93,915 |
|
| Deferred tax asset |
|
|
101,956
|
|
|
|
39,150 |
|
| Derivative asset |
|
|
1,321 |
|
|
|
15,366 |
|
| Other current assets |
|
|
10,615 |
|
|
|
11,954 |
|
| Total current assets |
|
|
285,908
|
|
|
|
375,378 |
|
|
|
|
|
|
| Oil and gas properties: |
|
|
|
|
| Oil and gas properties (using the successful efforts method of accounting): |
|
|
|
|
| Proved properties |
|
|
3,609,131
|
|
|
|
2,802,315 |
|
| Unproved properties |
|
|
13,910 |
|
|
|
14,705 |
|
|
|
|
3,623,041
|
|
|
|
2,817,020 |
|
| Less accumulated depletion, impairment and amortization |
|
|
(1,137,269 |
) |
|
|
(944,817 |
) |
| Oil and gas properties, net |
|
|
2,485,772
|
|
|
|
1,872,203 |
|
|
|
|
|
|
| Furniture and fixtures (net of accumulated depreciation) |
|
|
342 |
|
|
|
470 |
|
| Deferred financing costs, net |
|
|
16,378 |
|
|
|
13,493 |
|
| Other assets, net |
|
|
14,747
|
|
|
|
14,066 |
|
| Total assets |
|
$ |
2,803,147
|
|
|
$ |
2,275,610 |
|
|
|
|
|
|
| Liabilities and Equity |
|
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
| Accounts payable and accruals |
|
$ |
212,736 |
|
|
$ |
277,914 |
|
| Current maturities of term loans |
|
|
16,838 |
|
|
|
10,500 |
|
| Asset retirement obligation |
|
|
43,418 |
|
|
|
32,854 |
|
| Derivative liability |
|
|
16,216 |
|
|
|
8,114 |
|
| Deferred tax liability |
|
|
– |
|
|
|
– |
|
| Other current liabilities |
|
|
23,094
|
|
|
|
9,537 |
|
| Total current liabilities |
|
|
312,302
|
|
|
|
338,919 |
|
|
|
|
|
|
| Term loans |
|
|
1,199,847 |
|
|
|
1,356,130 |
|
| Other long-term obligations |
|
|
274,942 |
|
|
|
2,582 |
|
| Asset retirement obligation |
|
|
106,781 |
|
|
|
99,254 |
|
| Deferred tax liability |
|
|
146,764
|
|
|
|
101,953 |
|
| Derivative liability |
|
|
7,646 |
|
|
|
1,194 |
|
| Deferred revenue |
|
|
19,336 |
|
|
|
59,229 |
|
| Total liabilities |
|
|
2,067,618
|
|
|
|
1,959,261 |
|
|
|
|
|
|
|
|
|
|
|
| Temporary equity-redeemable noncontrolling interest |
|
|
139,598 |
|
|
|
– |
|
|
|
|
|
|
| Shareholders’ equity: |
|
|
|
|
| Convertible preferred stock, $0.001 par value |
|
|
140,000 |
|
|
|
– |
|
| Common stock, $0.001 par value |
|
|
51 |
|
|
|
36 |
|
| Additional paid-in capital |
|
|
574,451 |
|
|
|
400,334 |
|
| Retained earnings |
|
|
(22,173
|
) |
|
|
29,644 |
|
| Accumulated other comprehensive loss |
|
|
(95,487
|
) |
|
|
(112,754 |
) |
| Treasury stock, at cost |
|
|
(911 |
) |
|
|
(911 |
) |
| Total shareholders’ equity |
|
|
595,931
|
|
|
|
316,349 |
|
|
|
|
|
|
| Total equity |
|
|
735,529
|
|
|
|
316,349 |
|
| Total liabilities and equity |
|
$ |
2,803,147
|
|
|
$ |
2,275,610 |
|
|
|
|
|
|
| CONSOLIDATED INCOME STATEMENTS |
| (In Thousands, Except Per Share Amounts) |
| (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Year Ended |
|
|
December 31, |
|
December 31, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
| Oil and gas revenues |
|
$ |
74,327 |
|
|
$ |
48,630 |
|
|
$ |
298,490 |
|
|
$ |
584,823 |
|
| Other |
|
|
– |
|
|
|
32,309 |
|
|
|
13,664 |
|
|
|
33,206 |
|
|
|
|
74,327 |
|
|
|
80,939 |
|
|
|
312,154 |
|
|
|
618,029 |
|
|
|
|
|
|
|
|
|
|
| Costs and operating expenses: |
|
|
|
|
|
|
|
|
| Lease operating |
|
|
24,493 |
|
|
|
18,085 |
|
|
|
84,956 |
|
|
|
91,196 |
|
| Exploration |
|
|
– |
|
|
|
– |
|
|
|
264 |
|
|
|
48 |
|
| General and administrative |
|
|
19,055 |
|
|
|
14,374 |
|
|
|
44,211 |
|
|
|
41,653 |
|
| Depreciation, depletion and amortization |
|
|
32,347 |
|
|
|
24,337 |
|
|
|
152,780 |
|
|
|
246,434 |
|
| Impairment of oil and gas properties |
|
|
37,051 |
|
|
|
125,059 |
|
|
|
45,799 |
|
|
|
125,059 |
|
| Accretion of asset retirement obligation |
|
|
2,736 |
|
|
|
2,774 |
|
|
|
11,676 |
|
|
|
15,566 |
|
| Loss on abandonment |
|
|
(77 |
) |
|
|
10,980 |
|
|
|
2,872 |
|
|
|
13,289 |
|
| Gain on disposal of properties |
|
|
(13,000 |
) |
|
|
(119,233 |
) |
|
|
(12,433 |
) |
|
|
(119,233 |
) |
| Other, net |
|
|
(871 |
) |
|
|
160 |
|
|
|
(742 |
) |
|
|
(99 |
) |
|
|
|
101,734 |
|
|
|
76,536 |
|
|
|
329,383 |
|
|
|
413,913 |
|
| Income (loss) from operations |
|
|
(27,407 |
) |
|
|
4,403 |
|
|
|
(17,229 |
) |
|
|
204,116 |
|
|
|
|
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
| Interest income |
|
|
155 |
|
|
|
525 |
|
|
|
710 |
|
|
|
3,476 |
|
| Interest expense (net) |
|
|
(9,087
|
) |
|
|
(21,760 |
) |
|
|
(40,884
|
) |
|
|
(100,729 |
) |
| Derivative income (expense) |
|
|
(15,711 |
) |
|
|
98,222 |
|
|
|
(712 |
) |
|
|
89,035 |
|
| Loss on extinguishment of debt |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(24,220 |
) |
|
|
|
(24,643
|
) |
|
|
76,987 |
|
|
|
(40,886
|
) |
|
|
(32,438 |
) |
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
(52,050
|
) |
|
|
81,390 |
|
|
|
(58,115
|
) |
|
|
171,678 |
|
| Income tax (expense) benefit: |
|
|
|
|
|
|
|
|
| Current |
|
|
(523 |
) |
|
|
1,679 |
|
|
|
(545 |
) |
|
|
(1,969 |
) |
| Deferred |
|
|
18,963
|
|
|
|
(32,912 |
) |
|
|
23,079
|
|
|
|
(48,004 |
) |
| Total |
|
|
18,440
|
|
|
|
(31,233 |
) |
|
|
22,534
|
|
|
|
(49,973 |
) |
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
|
(33,610
|
) |
|
|
50,157 |
|
|
|
(35,581
|
) |
|
|
121,705 |
|
| Less income attributable to the redeemable
noncontrolling interest
|
|
|
(3,562 |
) |
|
|
– |
|
|
|
(13,380 |
) |
|
|
– |
|
| Less preferred stock dividends |
|
|
(2,794 |
) |
|
|
– |
|
|
|
(2,856 |
) |
|
|
– |
|
| Net income (loss) attributable to common shareholders |
|
$ |
(39,966
|
) |
|
$ |
50,157 |
|
|
$ |
(51,817
|
) |
|
$ |
121,705 |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per share attributable
to common shareholders:
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.80
|
) |
|
$ |
1.41 |
|
|
$ |
(1.24
|
) |
|
$ |
3.43 |
|
| Diluted |
|
$ |
(0.80
|
) |
|
$ |
1.41 |
|
|
$ |
(1.24
|
) |
|
$ |
3.39 |
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| Basic |
|
|
50,208 |
|
|
|
35,506 |
|
|
|
41,853 |
|
|
|
35,457 |
|
| Diluted |
|
|
50,208 |
|
|
|
35,608 |
|
|
|
41,853 |
|
|
|
35,868 |
|
|
|
|
|
|
|
|
|
|
| CONSOLIDATED CASH FLOW DATA |
| (In Thousands) |
| (Unaudited) |
|
|
|
Twelve Months Ended |
|
|
|
December 31, |
|
|
|
2009 |
|
2008 |
|
|
|
|
|
|
| Cash flows from operating activities: |
|
|
|
|
|
Net income (loss) |
|
$ |
(35,581 |
) |
|
$ |
121,705 |
|
|
Adjustments to operating activities |
|
|
198,154 |
|
|
|
345,099 |
|
|
Changes in assets and liabilities |
|
|
(1,431 |
) |
|
|
80,163 |
|
| Net cash provided by operating activities |
|
|
161,142 |
|
|
|
546,967 |
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
Additions to oil and gas properties |
|
|
(636,615 |
) |
|
|
(917,523 |
) |
|
Proceeds from disposition of oil and gas properties |
|
|
13,000 |
|
|
|
471,846 |
|
|
Additions to furniture and fixtures |
|
|
(147 |
) |
|
|
(170 |
) |
|
(Increase) decrease in restricted cash |
|
|
(10,504 |
) |
|
|
13,837 |
|
| Net cash used in investing activities |
|
|
(634,266 |
) |
|
|
(432,010 |
) |
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
Proceeds from term loans |
|
|
19,000 |
|
|
|
1,639,750 |
|
|
Payments of term loans |
|
|
(176,511 |
) |
|
|
(1,680,190 |
) |
|
Deferred financing costs |
|
|
(6,491 |
) |
|
|
(15,523 |
) |
|
Issuance of common stock, net of costs |
|
|
170,629 |
|
|
|
– |
|
|
Issuance of preferred stock, net of costs |
|
|
135,549 |
|
|
|
– |
|
|
Net profits interest payments |
|
|
(1,929 |
) |
|
|
(13,397 |
) |
|
Sale of redeemable noncontrolling interest, net of costs |
|
|
148,751 |
|
|
|
– |
|
|
Partner distributions |
|
|
(18,970 |
) |
|
|
– |
|
|
Proceeds from pipeline transaction
|
|
|
74,511 |
|
|
|
– |
|
|
Proceeds from dollar – denominated overriding royalty transaction
|
|
|
14,500
|
|
|
|
–
|
|
|
Principal payments – dollar-denominated overriding royalty transaction
|
|
|
(369 |
) |
|
|
– |
|
|
Exercise of stock options |
|
|
3 |
|
|
|
33 |
|
| Net cash provided by financing activities |
|
|
358,673 |
|
|
|
(69,327 |
) |
|
|
|
|
|
|
| Effect of exchange rate changes on cash |
|
|
8,419 |
|
|
|
(30,086 |
) |
|
|
|
|
|
|
| Net decrease in cash and cash equivalents |
|
|
(106,032 |
) |
|
|
15,544 |
|
| Cash and cash equivalents, beginning of period |
|
|
214,993 |
|
|
|
199,449 |
|
|
|
|
|
|
|
| Cash and cash equivalents, end of period |
|
$ |
108,961 |
|
|
$ |
214,993 |
|
|
|
|
|
|
|
|
|
|
|
Hedges, Derivatives and Fixed Price Contracts
|
|
|
|
|
|
|
|
|
2010 |
|
|
2011 |
|
|
1Q |
|
2Q |
|
3Q |
|
4Q |
|
FY |
|
|
1Q |
|
2Q |
|
3Q |
|
4Q |
|
FY |
| Gulf of Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fixed Forwards & Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Natural Gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volumes (MMMBtu) |
|
|
1,800 |
|
|
1,815 |
|
|
1,830 |
|
|
1,830 |
|
|
7,275 |
|
|
|
900 |
|
|
|
|
|
|
|
|
900 |
| Price ($/MMBtu) |
|
$ |
5.37 |
|
$ |
5.57 |
|
$ |
5.57 |
|
$ |
5.57 |
|
$ |
5.52 |
|
|
$ |
5.41 |
|
|
|
|
|
|
|
$ |
5.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Crude Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volumes (MBbls) |
|
|
267 |
|
|
364 |
|
|
414 |
|
|
414 |
|
|
1,459 |
|
|
|
338 |
|
|
341 |
|
|
345 |
|
|
345 |
|
|
1,369 |
| Price ($/Bbl) |
|
$ |
78.83 |
|
$ |
75.13 |
|
$ |
77.83 |
|
$ |
77.83 |
|
$ |
77.34 |
|
|
$ |
78.76 |
|
$ |
78.76 |
|
$ |
78.76 |
|
$ |
78.76 |
|
$ |
78.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Crude Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volumes (MBbls) |
|
|
273 |
|
|
182 |
|
|
184 |
|
|
184 |
|
|
823 |
|
|
|
270 |
|
|
273 |
|
|
184 |
|
|
184 |
|
|
911 |
| Price ($/Bbl) |
|
$ |
68.64 |
|
$ |
70.00 |
|
$ |
70.00 |
|
$ |
70.00 |
|
$ |
69.55 |
|
|
$ |
77.33 |
|
$ |
77.33 |
|
$ |
80.00 |
|
$ |
80.00 |
|
$ |
78.41 |
|
Reparticipation calls ($/Bbl)
|
|
$ |
101.48 |
|
$ |
110.00 |
|
$ |
110.00 |
|
$ |
110.00 |
|
$ |
107.18 |
|
|
$ |
111.67 |
|
$ |
111.67 |
|
$ |
110.00 |
|
$ |
110.00 |
|
$ |
110.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Collars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Natural Gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volumes (MMMBtu) |
|
|
450 |
|
|
1,365 |
|
|
1,380 |
|
|
1,380 |
|
|
4,575 |
|
|
|
1,350 |
|
|
|
|
|
|
|
|
1,350 |
| Floor Price ($/MMBtu) |
|
$ |
4.00 |
|
$ |
4.75 |
|
$ |
4.75 |
|
$ |
4.75 |
|
$ |
4.68 |
|
|
$ |
4.75 |
|
|
|
|
|
|
|
$ |
4.75 |
| Ceiling Price ($/MMBtu) |
|
$ |
7.00 |
|
$ |
7.95 |
|
$ |
7.95 |
|
$ |
7.95 |
|
$ |
7.86 |
|
|
$ |
7.95 |
|
|
|
|
|
|
|
$ |
7.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Puts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Crude Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volumes (MBbls) |
|
|
90 |
|
|
91 |
|
|
92 |
|
|
92 |
|
|
365 |
|
|
|
|
|
|
|
|
|
|
|
| Floor Price ($/Bbl) |
|
$ |
24.70 |
|
$ |
24.70 |
|
$ |
24.70 |
|
$ |
24.70 |
|
$ |
24.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North Sea |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fixed Forwards & Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Natural Gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Volumes (MMMBtu) |
|
|
270 |
|
|
728 |
|
|
736 |
|
|
736 |
|
|
2,470 |
|
|
|
450 |
|
|
|
|
|
|
|
|
450 |
| Price ($/MMBtu)(1) |
|
$ |
6.60 |
|
$ |
5.88 |
|
$ |
5.88 |
|
$ |
5.88 |
|
$ |
5.96 |
|
|
$ |
5.45 |
|
|
|
|
|
|
|
$ |
5.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The above are ATP’s outstanding financial and physical commodity contracts. |
| Additional hedges, derivatives and fixed price contracts, if any, will be announced during the year. |
| (1) Assumes USD $1.50 to GBP 1.00 currency translation rate. |
MILPITAS, Calif., March 11, 2010 (GLOBE NEWSWIRE) — Globalstar, Inc. (Nasdaq:GSAT), a leading provider of mobile satellite voice and data services to businesses, governments and consumers, today announced it has received a substantial order for the initial delivery of more than 15,000 SPOT Satellite Communicators from DeLorme, an innovation leader in mapping and GPS technologies. The introductory order will address DeLorme’s retail distribution channel fill requirements. Earlier this year at the Consumer Electronics Show in Las Vegas, the two companies jointly announced the introduction of the world’s first rugged, handheld GPS and satellite communicator product. The DeLorme Earthmate® PN-60w with SPOT Satellite Communicator is the first handheld GPS navigation device capable of sending customized text messages even when the user is operating far beyond the range of cellular communications. The product is expected to be ready for general availability beginning in late spring.
“The DeLorme Earthmate PN-60w with the SPOT Satellite Communicator provides customers with the utility of a sophisticated handheld GPS device combined with SPOT’s global satellite messaging and tracking capability,” said Peter Dalton, Chief Executive Officer of Globalstar Inc. “We were very pleased with the reception this new product received when it was unveiled at CES and today’s announcement further demonstrates the level of market excitement and potential pent up demand there is for a handheld GPS device capable of sending customized text messages and location coordinates from virtually anywhere in the world.”
The revolutionary SPOT Satellite Communicator, designed exclusively for the new PN-60w, merges SPOT satellite message functionality with DeLorme’s state-of-the-art GPS mapping utility. Together, this integrated solution offers broad messaging capabilities enabling users to send freeform text messages using the PN-60w’s keyboard to select individuals or groups, even when the user is far beyond the range of traditional terrestrial-based wireless communications.
Established SPOT technology allows real-time location updates and the ability to summon help in an emergency. Custom messages and waypoints can easily be shared with social networking sites like SPOTadventures.com, Geocaching.com, Twitter, and Facebook. As an emergency back-up, the SPOT Satellite Communicator has stand-alone capability to send location-based SOS notification to an emergency response center.
For more information regarding the SPOT Satellite GPS Messenger please visit www.findmespot.com.
About Globalstar, Inc.
With over 375,000 subscribers, Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company’s products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Global customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications.
For more information regarding Globalstar, please visit Globalstar’s web site at www.globalstar.com
About DeLorme
DeLorme is the longtime leader in innovative mapping and GPS solutions serving millions of satisfied consumers and enterprise customers. Based in Yarmouth, ME, DeLorme offers a unique set of core competencies across the complex areas of map data creation and management, software development, and integration with GPS. The ability to develop all the critical components necessary to compete in the fast-changing navigation world provides a distinct competitive advantage. DeLorme is one of a handful of mapmakers that still own and produce their own content, and its Street Atlas USA, Topo USA, XMap, and Earthmate GPS products have introduced countless first-to-market innovations. To learn more, go to www.delorme.com.
Safe Harbor Language for Globalstar Releases
This press release contains certain statements such as, “The product is expected to be ready for general availability beginning in late spring,” that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including demand for our products and services, including commercial acceptance of our Simplex products, including SPOT Satellite GPS Messenger, and the ability to retain and migrate our two-way communications services subscribers to our second-generation constellation when it is deployed; problems relating to the construction, launch or in-orbit performance of our existing and future satellites, including the effects of the degrading ability of our first-generation satellite constellation to support two-way communication; problems relating to the ground-based facilities operated by us or by independent gateway operators; competition and its competitiveness vis-a-vis other providers of satellite and ground-based communications products and services; the pace and effects of industry consolidation; the continued availability of launch insurance on commercially reasonable terms, and the effects of any insurance exclusions; changes in technology; our ability to continue to attract and retain qualified personnel; worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis; and legal, regulatory, and tax developments, including changes in domestic and international government regulation.
Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and we undertake no obligation to update any such statements. Additional information on factors that could influence our financial results is included in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Mar. 10, 2010 (Business Wire) — iGo, Inc. (Nasdaq: IGOI), a leading provider of power management solutions, today reported financial results for the fourth quarter ended December 31, 2009. Net income attributable to iGo, Inc. was $90,000, or $0.00 per share, in the fourth quarter of 2009, compared with net income of $103,000, or $0.00 per share, in the same quarter of the prior year. Net income was positively impacted by a $234,000 income tax benefit recorded in the fourth quarter of 2009 relating to an application for a refund of federal alternative minimum taxes paid in 2005 and 2006 in connection with the Worker, Homeownership, and Business Assistance Act of 2009. Total revenue was $11.6 million in the fourth quarter of 2009, compared with revenue of $19.6 million in the fourth quarter of 2008.
According to Generally Accepted Accounting Principles in the United States (U.S. GAAP), iGo must consolidate the operating results of Mission Technology Group, which acquired the Company’s expansion/docking business in 2007, into its financial results until such time as the Company’s financial interest in the performance of Mission Technology Group no longer meets the criteria for consolidation. As a result of a recently issued accounting pronouncement, beginning with the first quarter of 2010, the Company has determined it will no longer be required to consolidate the operating results of Mission Technology Group.
Excluding revenues related to business lines acquired by Mission Technology Group, total revenues were $9.9 million in the fourth quarter of 2009, compared to $17.6 million in the same quarter of the prior year.
Excluding the operating results of the divested business, net loss was ($10,000), or ($0.00) per share, in the fourth quarter of 2009, compared to net income of $45,000, or $0.00 per share, in the fourth quarter of 2008. A detailed reconciliation of GAAP to non-GAAP financial results is provided in the financial tables at the end of this release.
Michael D. Heil, President and Chief Executive Officer of iGo, commented, “Our fourth quarter performance was in line with our expectations. Although total revenues were lower than the prior year, we have seen a substantial improvement in gross margin due to a shift from an OEM and private label distributor model to a direct sales to retailers model. Direct sales should prove increasingly beneficial as we continue to add new retail accounts and expand on our existing customer relationships in the future.”
New Product Introductions
During the fourth quarter of 2009, iGo introduced three new products:
- Power Smart Tower with iGo Green Technology – A tower-style surge protector that features four outlets with iGo Green Technology that reduce energy consumption, four “always on” outlets for devices requiring continuous power and two USB ports to conveniently charge mobile devices
- Power Smart Wall with iGo Green Technology – A wall-mounted surge protector with two power outlets with iGo Green Technology and two “always on” outlets for devices requiring continuous power
- Laptop Anywhere Charger with iGo Green Technology – An energy-saving charger that powers laptops and mobile devices at the same time from a wall, car or airplane power outlet
All three of these products feature iGo Green™ Technology, which is specifically designed to reduce energy consumption and virtually eliminate “Vampire Power.” Vampire Power (or standby power) results from the multitude of electronic devices that continue to consume power even when they are idle or shut-off, such as computers and printers.
Fourth Quarter Product Area Highlights
Revenue from the sale of power products for laptop computers and netbooks was $5.0 million in the fourth quarter of 2009, compared to $11.5 million in the same period of the prior year. The decline in revenue is primarily due to lower sales to private label distributors.
Revenue from the sale of power products for low-power mobile electronic devices (e.g. mobile phones, smart phones, MP3 players and digital cameras) was $4.7 million in the fourth quarter of 2009, compared with $6.0 million in the same period of the prior year. The decline in revenue is primarily due to lower sales to the retail channel.
Financial Highlights
Gross margin was 35.1% in the fourth quarter of 2009, compared to 27.9% in the fourth quarter of 2008. Excluding the operations of the divested business, gross margin was 32.7% in the fourth quarter of 2009, compared to 25.7% in the fourth quarter of 2008. The increase in gross margin is primarily due to a decline in sales to private label distributors.
Total selling, general and administrative expenses in the fourth quarter of 2009 were $4.3 million, compared with $6.2 million in the fourth quarter of 2008. Excluding the operations of the divested business, selling, general and administrative expenses were $3.6 million in the fourth quarter of 2009, compared to $5.3 million in the fourth quarter of 2008. The decline in selling, general and administrative expenses is primarily due to expense reductions made during the past year.
Excluding assets of the divested business, the Company’s balance sheet remained strong with $32.6 million in cash, cash equivalents, and short-term investments as of December 31, 2009. The Company continues to have no long-term debt and had a book value per share of $1.24 based on 32.4 million common shares issued and outstanding as of December 31, 2009.
Non-GAAP Financial Measures
Although the Company currently consolidates the operating results of Mission Technology Group, the acquirer of its docking/expansion business, for accounting purposes under U.S. GAAP, the Company believes that the discussion of operating results excluding the handheld and expansion/docking lines of business allows management and investors to evaluate and compare the Company’s operating performance on a more meaningful and consistent manner. In addition, management uses these measures internally for evaluation of the performance of the business, including the allocation of resources. These non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to, measures of financial performance in accordance with GAAP.
About iGo, Inc.
iGo, Inc., based in Scottsdale, Arizona, is a leading provider of power management solutions, including eco-friendly chargers for laptop computers and mobile electronic devices (e.g., mobile phones, PDAs, digital cameras, etc.). All of these chargers leverage iGo’s intelligent tip technology, which significantly minimizes electronic waste by enabling one charger to power/charge hundreds of brands and thousands of models of mobile electronic devices through the use of interchangeable tips. iGo is also the creator of a new, innovative patent-pending power saving technology that automatically eliminates wasteful and expensive standby or “vampire” power that is generated from chargers continuing to draw electricity when a mobile electronic device no longer requires charging or is disconnected from the charger.
iGo’s products are available at www.iGo.com as well as through leading resellers and retailers. For additional information call 480-596-0061, or visit www.igo.com.
iGo is a registered trademark of iGo, Inc. All other trademarks or registered trademarks are the property of their respective owners.
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “should,” and other similar statements of expectations identify forward-looking statements. Forward-looking statements in this press release include expectations that the Company will add more accounts in the future and that the Company’s business model will prove increasingly beneficial, including higher gross margins, as new accounts are added, and the belief that the Company can continue adding accounts and expanding its relationships with existing customers in the future. These forward-looking statements are based largely on management’s expectations and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Risks that could cause results to differ materially from those expressed in these forward-looking statements include, among others, the loss of, and failure to replace, or substantial declines in orders from, any significant customers, most notably including RadioShack; the inability of the Company’s sales and marketing strategy to generate broader consumer awareness, increased adoption rates, or impact sell-through rates at the retail and wireless carrier level; the timing and success of product development efforts and new product introductions, including internal development projects as well as those being pursued with strategic partners; the timing and success of product developments, introductions and pricing of competitors; the timing of, or declines in, substantial customer orders; the availability of qualified personnel; the availability and performance of suppliers and subcontractors; increases in manufacturing or component costs; the ability to expand and protect the Company’s proprietary rights and intellectual property; the successful resolution of unanticipated and pending litigation matters; market demand and industry and general economic or business conditions; and other factors to which this press release refers. Additionally, other factors that could cause actual results to differ materially from those set forth in, contemplated by, or underlying these forward-looking statements are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 under the heading “Risk Factors.” In light of these risks and uncertainties, the forward-looking statements contained in this press release may not prove to be accurate. The Company undertakes no obligation to publicly update or revise any forward-looking statements, or any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Additionally, the Company does not undertake any responsibility to update you on the occurrence of unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements.
|
| iGo, Inc. and Subsidiaries |
| Condensed Consolidated Statements of Operations |
| (000’s except per share data) |
| (unaudited) |
|
|
|
Three months ended |
|
Year ended |
|
|
December 31, |
|
December 31, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
| Net revenue |
|
$ |
11,568 |
|
|
$ |
19,564 |
|
|
$ |
55,420 |
|
|
$ |
77,146 |
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
4,059 |
|
|
|
5,465 |
|
|
|
18,359 |
|
|
|
22,592 |
|
|
|
|
|
|
|
|
|
|
| Selling, engineering and administrative expenses |
|
|
4,305 |
|
|
|
6,204 |
|
|
|
19,652 |
|
|
|
24,509 |
|
| Loss from operations |
|
|
(246 |
) |
|
|
(739 |
) |
|
|
(1,293 |
) |
|
|
(1,917 |
) |
| Interest income (expense), net |
|
|
24 |
|
|
|
105 |
|
|
|
127 |
|
|
|
773 |
|
| Other income (expense), net |
|
|
184 |
|
|
|
783 |
|
|
|
667 |
|
|
|
1,179 |
|
| Litigation settlement income |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
672 |
|
| Net income (loss) before income tax |
|
|
(38 |
) |
|
|
149 |
|
|
|
(499 |
) |
|
|
707 |
|
| Income tax benefit |
|
|
234 |
|
|
|
– |
|
|
|
234 |
|
|
|
– |
|
| Net income (loss) |
|
|
196 |
|
|
|
149 |
|
|
|
(265 |
) |
|
|
707 |
|
| Less: Net income attributable to non-controlling interest |
|
|
(106 |
) |
|
|
(46 |
) |
|
|
(284 |
) |
|
|
(256 |
) |
| Net income (loss) attributable to iGo, Inc. |
|
$ |
90 |
|
|
$ |
103 |
|
|
$ |
(549 |
) |
|
$ |
451 |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to iGo, Inc. per share: |
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
| Diluted |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
| Weighted avg common shares outstanding: |
|
|
|
|
|
|
|
|
| Basic |
|
|
32,412 |
|
|
|
31,909 |
|
|
|
32,310 |
|
|
|
31,786 |
|
| Diluted |
|
|
33,921 |
|
|
|
34,509 |
|
|
|
32,310 |
|
|
|
34,394 |
|
|
|
| iGo, Inc. and Subsidiaries |
| Selected Other Data |
| (000’s except per share data) |
| (unaudited) |
|
| Reconciliation of non-GAAP Financial Measure – Operating results by product line to net income (loss) attributable to iGo, Inc. by product line: |
|
|
|
Three months ended |
|
Three months ended |
|
|
December 31, 2009 |
|
December 31, 2008 |
|
|
Power, |
|
|
|
|
|
Power, |
|
|
|
|
|
|
Keyboards |
|
Expansion & |
|
|
|
Keyboards |
|
Expansion & |
|
|
|
|
& Corporate |
|
Handheld |
|
Total |
|
& Corporate |
|
Handheld |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net revenue |
|
$ |
9,919 |
|
|
$ |
1,649 |
|
|
$ |
11,568 |
|
|
$ |
17,614 |
|
|
$ |
1,950 |
|
|
$ |
19,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
3,248 |
|
|
|
811 |
|
|
|
4,059 |
|
|
|
4,520 |
|
|
|
945 |
|
|
|
5,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling, engineering and administrative expenses |
|
|
3,568 |
|
|
|
737 |
|
|
|
4,305 |
|
|
|
5,307 |
|
|
|
897 |
|
|
|
6,204 |
|
| Income (loss) from operations |
|
|
(320 |
) |
|
|
74 |
|
|
|
(246 |
) |
|
|
(787 |
) |
|
|
48 |
|
|
|
(739 |
) |
| Interest income (expense), net |
|
|
15 |
|
|
|
9 |
|
|
|
24 |
|
|
|
91 |
|
|
|
14 |
|
|
|
105 |
|
| Other income (expense), net |
|
|
61 |
|
|
|
123 |
|
|
|
184 |
|
|
|
741 |
|
|
|
42 |
|
|
|
783 |
|
| Net income (loss) before income tax |
|
|
(244 |
) |
|
|
206 |
|
|
|
(38 |
) |
|
|
45 |
|
|
|
104 |
|
|
|
149 |
|
| Income tax benefit |
|
|
234 |
|
|
|
– |
|
|
|
234 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Net income (loss) |
|
|
(10 |
) |
|
|
206 |
|
|
|
196 |
|
|
|
45 |
|
|
|
104 |
|
|
|
149 |
|
| Less: Net income attributable to non-controlling interest |
|
|
– |
|
|
|
(106 |
) |
|
|
(106 |
) |
|
|
– |
|
|
|
(46 |
) |
|
|
(46 |
) |
| Net income (loss) attributable to iGo, Inc. |
|
$ |
(10 |
) |
|
$ |
100 |
|
|
$ |
90 |
|
|
$ |
45 |
|
|
$ |
58 |
|
|
$ |
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to iGo, Inc. per share as adjusted |
|
$ |
(0.00 |
) |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted avg common shares outstanding — diluted: |
|
|
33,921 |
|
|
|
33,921 |
|
|
|
33,921 |
|
|
|
34,509 |
|
|
|
34,509 |
|
|
|
34,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| This information is being provided because management believes these are key metrics to the investment community and assist in the understanding and analysis of operating performance. Operating results by product line and corresponding net income attributable to iGo, Inc. by product line should be considered in addition to, not as a substitute for, or superior to, measures of financial performance in accordance with GAAP. |
|
|
| iGo, Inc. and Subsidiaries |
| Condensed Consolidated Balance Sheets |
| (000’s) |
| (unaudited) |
|
|
|
December 31, |
|
|
2009 |
|
2008 |
| ASSETS |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
20,092 |
|
$ |
26,139 |
| Short-term investments |
|
|
12,777 |
|
|
4,964 |
| Accounts receivable, net |
|
|
5,692 |
|
|
12,554 |
| Inventories |
|
|
6,612 |
|
|
4,353 |
| Prepaid expenses and other current assets |
|
|
411 |
|
|
527 |
| Total current assets |
|
|
45,584 |
|
|
48,537 |
| Other assets, net |
|
|
2,150 |
|
|
2,698 |
| Total assets |
|
$ |
47,734 |
|
$ |
51,235 |
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
| Liabilities, excluding deferred revenue |
|
$ |
5,535 |
|
$ |
10,486 |
| Deferred revenue |
|
|
965 |
|
|
412 |
| Total liabilities |
|
|
6,500 |
|
|
10,898 |
|
|
|
|
|
| iGo, Inc. common stockholders’ equity |
|
|
40,310 |
|
|
39,697 |
| Non-controlling interest |
|
|
924 |
|
|
640 |
| Total equity |
|
|
41,234 |
|
|
40,337 |
|
|
|
|
|
| Total liabilities and equity |
|
$ |
47,734 |
|
$ |
51,235 |
|
|
| iGo, Inc. and Subsidiaries |
| Selected Other Data |
| (000’s) |
| (unaudited) |
|
| Reconciliation of non-GAAP Financial Measure – Balance sheet excluding accounts of Mission Technology Group. |
|
|
|
December 31, 2009 |
|
|
iGo |
|
Mission Tech |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
19,776 |
|
$ |
316 |
|
$ |
– |
|
|
$ |
20,092 |
| Short-term investments |
|
|
12,777 |
|
|
– |
|
|
– |
|
|
|
12,777 |
| Accounts receivable, net |
|
|
5,109 |
|
|
608 |
|
|
(25 |
) |
|
|
5,692 |
| Inventories |
|
|
5,963 |
|
|
881 |
|
|
(232 |
) |
|
|
6,612 |
| Prepaid expenses and other current assets |
|
|
401 |
|
|
10 |
|
|
– |
|
|
|
411 |
| Total current assets |
|
|
44,026 |
|
|
1,815 |
|
|
(257 |
) |
|
|
45,584 |
| Other assets, net |
|
|
2,151 |
|
|
1,363 |
|
|
(1,364 |
) |
|
|
2,150 |
| Total assets |
|
$ |
46,177 |
|
$ |
3,178 |
|
$ |
(1,621 |
) |
|
$ |
47,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities, excluding deferred revenue |
|
$ |
4,922 |
|
$ |
645 |
|
$ |
(32 |
) |
|
$ |
5,535 |
| Deferred revenue |
|
|
914 |
|
|
51 |
|
|
– |
|
|
|
965 |
| Total liabilities |
|
|
5,836 |
|
|
696 |
|
|
(32 |
) |
|
|
6,500 |
|
|
|
|
|
|
|
|
|
| iGo, Inc. common stockholders’ equity |
|
|
39,417 |
|
|
635 |
|
|
258 |
|
|
|
40,310 |
| Non-controlling interest |
|
|
924 |
|
|
1,847 |
|
|
(1,847 |
) |
|
|
924 |
| Total equity |
|
|
40,341 |
|
|
2,482 |
|
|
(1,589 |
) |
|
|
41,234 |
| Total liabilities and equity |
|
$ |
46,177 |
|
$ |
3,178 |
|
$ |
(1,621 |
) |
|
$ |
47,734 |
|
|
|
|
|
|
|
|
|
| Reconciliation of non-GAAP Financial Measure – Cash, cash equivalents and short-term investments excluding accounts of Mission Technology Group. |
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
19,776 |
|
$ |
316 |
|
$ |
– |
|
|
$ |
20,092 |
| Short-term investments |
|
|
12,777 |
|
|
– |
|
|
– |
|
|
|
12,777 |
| Total cash, cash equivalents, short-term investments |
|
$ |
32,553 |
|
$ |
316 |
|
$ |
– |
|
|
$ |
32,869 |
|
|
|
|
|
|
|
|
|
| This information is being provided because management believes these are key metrics to the investment community and assist in the understanding and analysis of financial position. Balance sheet excluding the accounts of Mission Technology Group and related eliminations and cash, cash equivalents, and short-term investments excluding the accounts of Mission Technology Group should be considered in addition to, not as a substitute for, or superior to, measures of financial position in accordance with GAAP. |

SUNNYVALE, Calif., March 11 /PRNewswire/ — Lockheed Martin Space Systems Company, a core business area of the Lockheed Martin Corporation (NYSE: LMT), announced today that it has been selected by GeoEye, Inc. (Nasdaq: GEOY) to build the company’s next-generation, high-resolution Earth imaging satellite system known as GeoEye-2. Financial terms are not being disclosed at this time.
Lockheed Martin has begun start-up activities and procurement of long-lead components to support the earliest possible launch date for GeoEye-2. This effort will lead to a contract award for the design, engineering and manufacturing of the satellite and the associated command and control system.
Lockheed Martin Space Systems, a world leader in the most advanced space-based systems for government and commercial customers, designed and built the world’s first commercial, high-resolution, Earth-imaging satellite, IKONOS, which has been providing 0.82-meter ground resolution imagery to GeoEye’s customers around the globe for more than a decade.
These map-accurate images are used for applications in national security, environmental monitoring, state and local government, disaster assessment and relief, land management and for many other geospatial applications.
“GeoEye and Lockheed Martin have had a long and productive partnership since building and launching the first commercial remote sensing satellite,” said Joanne Maguire, executive vice president, Lockheed Martin Space Systems. “Our GeoEye-2 solution will leverage our strong government and commercial satellite system expertise and focus on operational excellence and mission success to provide GeoEye with another world-class, high-performance spacecraft for its customers.”
Matthew O’Connell, GeoEye’s chief executive officer and president, said, “We look forward to working with Lockheed Martin again and eagerly anticipate the construction and successful launch of another cutting-edge satellite which will provide proven reliability and greatly enhanced imaging capabilities for our customers.”
Lockheed Martin’s GeoEye-2 solution will build on the company’s deep heritage and ability to execute within cost and schedule in this mission area and offer increased agility, resolution and flexibility over IKONOS and GeoEye-1. This will enable the National Geospatial-Intelligence Agency (NGA) to provide critical geospatial situational awareness and global security information to intelligence analysts, war fighters and decision makers. Commercial users will also benefit from access to GeoEye-2’s map-accurate color imagery. The spacecraft will feature a high-resolution ITT camera that has been in development for more than two years.
About GeoEye
GeoEye, Inc. is an international information services company serving government and commercial markets. The Company is recognized as one of the geospatial industry’s imagery experts, delivering exceptional quality imagery products, services and solutions to customers around the world. Headquartered in Dulles, Virginia, the Company has 535 employees dedicated to developing best-in-class geospatial information products and services. GeoEye is a public company listed on the NASDAQ stock exchange under the symbol GEOY. The Company provides support to academic institutions and non-governmental organizations through the GeoEye Foundation (http://www.geoeyefoundation.org). Additional information about GeoEye is available at www.geoeye.com.
About Lockheed Martin
Headquartered in Bethesda, Md., Lockheed Martin is a global security company that employs about 140,000 people worldwide and is principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. The Corporation reported 2009 sales of $45.2 billion.
Media Contact: Steve Tatum, 408-742-7531; e-mail, Stephen.o.tatum@lmco.com
SOURCE Lockheed Martin

Mar. 10, 2010 (Business Wire) — Clean Energy Fuels Corp. (NASDAQ:CLNE) today announced operating results for the fourth quarter and year ended December 31, 2009.
Gasoline gallon equivalents (Gallons) delivered during the fourth quarter of 2009 totaled 29.5 million, up 58% from 18.7 million Gallons in the same period a year ago. For the year, volume increased 37% to 101.0 million Gallons, compared with 73.5 million Gallons in 2008. Gallons include the Company’s sales of CNG, LNG, and biomethane and the Gallons associated with providing operations and maintenance services.
Adjusted EBITDA for the fourth quarter of 2009 was $5.6 million, compared to a loss of $3.2 million in the fourth quarter of 2008. Adjusted EBITDA for 2009 was $15.5 million, compared with a loss of $6.8 million for 2008. Adjusted EBITDA is described below and reconciled to the GAAP measure operating income (loss) attributable to Clean Energy.
Non-GAAP earnings per share for the fourth quarter of 2009 was $0.02, compared to a non-GAAP loss per share of $0.12 in the fourth quarter of 2008. Non-GAAP loss per share for 2009 was $0.03, compared with $0.33 for 2008. Non-GAAP EPS (or Non-GAAP earnings/loss per share) is described below and reconciled to the GAAP measure net income (loss) per share.
Net loss for the fourth quarter of 2009 was $1.9 million, or $0.03 per share, and was $23.7 million, or $0.49 per share, in the fourth quarter of 2008. For 2009, the net loss was $33.2 million, or $0.60 per share, compared to a net loss of $44.5 million, or $0.98 per share, for 2008. The fourth quarter and full year 2008 amounts include non-recurring charges of $14.9 million and $18.6 million, respectively, related to a California bond initiative. The fourth quarter and full year 2009 amounts include a gain of $0.4 million and a loss of $17.4 million, respectively, related to accounting treatment that requires the Company to value its Series I warrants and mark them to market.
Revenue for the quarter ended December 31, 2009 totaled $42.2 million, compared with $28.3 million for the fourth quarter of 2008. For the year ended December 31, 2009, revenue totaled $131.5 million, compared with $125.9 million for 2008.
Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated, “We are pleased with our improved financial results and our volume growth for the year, which was achieved through growth in each of our key markets of refuse, regional trucking, airports and transit. This is particularly noteworthy in light of the tough economic climate in 2009. The fact that we saw acceleration in station construction and deal flow at a time when all of our customers were focused on cutting their costs is really a testament to the elevated importance of cleaner fuels that we are seeing in this country. With $67.1 million in cash and cash equivalents on hand at year end, we believe we are well positioned to continue to grow our business in 2010.”
Non-GAAP Financial Measures
To supplement the Company’s consolidated financial statements, which statements are prepared and presented in accordance with generally accepted accounting principals (“GAAP”), the Company uses non-GAAP financial measures called non-GAAP earnings per share (non-GAAP EPS or non-GAAP earnings/loss per share) and Adjusted EBITDA. Management has presented non-GAAP EPS and Adjusted EBITDA because it uses these non-GAAP financial measures to assess its operational performance, for financial and operational decision making, and as a means to evaluate period-to-period comparisons on a consistent basis. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance by excluding certain non-cash or non-recurring expenses that are not directly attributable to its core operating results. In addition, management believes these non-GAAP financial measures are useful to investors because: (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making; (2) they exclude the impact of non-cash or non-recurring items that are not directly attributable to the Company’s core operating performance and that may obscure trends in the core operating performance of our business; and (3) they are used by institutional investors and the analyst community to help them analyze the results of Clean Energy’s business. In future quarters, the Company may make adjustments for additional non-recurring significant expenditures or other significant non-cash charges in order to present non-GAAP financial measures that are indicative of the Company’s core operating performance.
Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation from or as a substitute for the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below, and the Company expects to continue to incur expenses similar to the non-cash, non-GAAP adjustments described below. Accordingly, exclusion of these and other similar items in the presentation of non-cash, non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Non-GAAP EPS and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP earnings/loss per share or operating loss as an indicator of operating performance or any other GAAP measure. Moreover, because not all companies use identical measures and calculations, the presentation of non-GAAP EPS or Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. These limitations are compensated for by using non-GAAP EPS and Adjusted EBITDA in conjunction with traditional GAAP operating performance and cash flow measures.
Non-GAAP EPS
Non-GAAP EPS is defined as net income (loss) attributable to Clean Energy, plus employee-related stock based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Company’s Series I warrants, and for 2008, plus certain non-recurring charges related to a California bond initiative, the total of which is divided by the Company’s weighted average shares outstanding on a diluted basis. The Company’s management believes that presenting non-GAAP EPS, excluding non-cash charges related to stock-based compensation, provides useful information to investors because of varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), and the subjectivity of the assumptions and the variety of award types that a company can use under the relevant accounting guidance may obscure trends in the Company’s core operating performance. Similarly, the Company’s management believes that excluding the non-cash, mark-to-market losses or gains on the Company’s Series I warrants is useful to investors because the valuation of the Series I warrants is subject to a number of subjective assumptions, and the amount of the loss or gain is derived from market forces outside of management’s control.
The table below shows non-GAAP EPS and also reconciles these figures to the GAAP measure net income (loss) attributable to Clean Energy:
|
|
|
|
Three Months Ended Dec. 31, |
|
Year Ended Dec. 31, |
|
|
|
2008* |
|
|
2009 |
|
|
2008* |
|
|
2009 |
|
| Net Income (Loss) Attributable to Clean Energy |
|
$ |
(23,740,099 |
) |
|
$ |
(1,917,305 |
) |
|
$ |
(44,462,674 |
) |
|
$ |
(33,248,701 |
) |
| Employee Stock Based Compensation, Net of Tax |
|
|
|
|
|
|
|
|
|
| Benefits |
|
|
2,953,323 |
|
|
|
3,498,752 |
|
|
|
10,735,861 |
|
|
|
14,070,888 |
|
| California Ballot Initiative Expenditures |
|
|
14,900,000 |
|
|
|
— |
|
|
|
18,647,250 |
|
|
|
— |
|
| Mark-to-Market (Gain) Loss on Series I Warrants |
|
|
— |
|
|
|
(441,919 |
) |
|
|
— |
|
|
|
17,366,754 |
|
| Adjusted Net Income (Loss) |
|
|
(5,886,776 |
) |
|
|
1,139,528 |
|
|
|
(15,079,563 |
) |
|
|
(1,811,059 |
) |
| Diluted Weighted Average Common SharesOutstanding |
|
|
48,041,811 |
|
|
|
59,750,687 |
|
|
|
45,367,991 |
|
|
|
55,021,961 |
|
| Non-GAAP Earnings (Loss) Per Share |
|
$ |
(0.12 |
) |
|
$ |
0.02 |
|
|
$ |
(0.33 |
) |
|
$ |
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*The three-month and year ended December 31, 2008 loss amounts include approximately $0.3 million and $0.6 million, respectively, of losses on certain futures contracts related to a fixed-price customer contract bid that did not qualify for hedge accounting. We no longer enter into fixed-price customer contracts unless we hedge our natural gas commodity exposure under the contract or obtain pre-approval from our Derivative Committee not to hedge the contract.
Adjusted EBITDA
Adjusted EBITDA is defined as net income (loss) attributable to Clean Energy, plus or minus income tax expense or benefit, plus or minus interest expense or income, net, plus depreciation and amortization expense, plus employee-related stock based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Company’s Series I warrants, and for 2008, plus certain non-recurring charges related to a California bond initiative. Management internally uses Adjusted EBITDA to monitor compliance with certain financial covenants in the Company’s credit agreement with PlainsCapital Bank and to determine elements of executive and employee compensation.
The table below shows Adjusted EBITDA and also reconciles these figures to the GAAP measure net income (loss) attributable to Clean Energy:
|
|
|
|
Three Months Ended Dec. 31, |
|
Year Ended Dec. 31, |
|
|
|
2008* |
|
|
2009 |
|
|
2008* |
|
|
2009 |
|
| Net Income (Loss) Attributable to Clean Energy |
|
$ |
(23,740,099 |
) |
|
$ |
(1,917,305 |
) |
|
$ |
(44,462,674 |
) |
|
$ |
(33,248,701 |
) |
| Income Tax Expense |
|
|
90,000 |
|
|
|
94,299 |
|
|
|
289,141 |
|
|
|
303,501 |
|
| Interest (Income) Expense, Net |
|
|
(447,474 |
) |
|
|
(336,197 |
) |
|
|
(1,630,436 |
) |
|
|
31,989 |
|
| Depreciation and Amortization |
|
|
3,065,705 |
|
|
|
4,735,092 |
|
|
|
9,623,672 |
|
|
|
16,991,695 |
|
| Employee Stock Based Compensation, Net of Tax |
|
|
|
|
|
|
|
|
|
| Benefits |
|
|
2,953,323 |
|
|
|
3,498,752 |
|
|
|
10,735,861 |
|
|
|
14,070,888 |
|
| California Ballot Initiative Expenditures |
|
|
14,900,000 |
|
|
|
— |
|
|
|
18,647,250 |
|
|
|
— |
|
| Mark-to-Market (Gain) Loss on Series I Warrants |
|
|
— |
|
|
|
(441,919 |
) |
|
|
— |
|
|
|
17,366,754 |
|
| Adjusted EBITDA |
|
$ |
(3,178,545 |
) |
|
$ |
5,632,722 |
|
|
$ |
(6,797,186 |
) |
|
$ |
15,516,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*The three-month and year ended December 31, 2008 loss amounts include approximately $0.3 million and $0.6 million, respectively, of losses on certain futures contracts related to a fixed-price customer contract bid that did not qualify for hedge accounting. We no longer enter into fixed-price customer contracts unless we hedge our natural gas commodity exposure under the contract or obtain pre-approval from our Derivative Committee not to hedge the contract.
Conference Call
The Company will host an investor conference call today at 4:30 p.m. Eastern (1:30 p.m. Pacific). The live call can be accessed from the U.S. by dialing 877.407.4018 from the U.S. International callers can dial 201.689.8471. A telephone replay will be available approximately two hours after the call concludes and will be available through Wednesday, March 24, 2010, by dialing 877.660.6853 from the U.S., or 201.612.7415 from international locations, and entering account number 3055 and conference ID number 344398.
There also will be a simultaneous webcast available on the Investor Relations section of the Company’s web site at www.cleanenergyfuels.com, which will be archived on the Company’s web site for 30 days.
About Clean Energy Fuels
Clean Energy Fuels is the leading provider of natural gas (CNG and LNG) for transportation in North America. It has a broad customer base in the refuse, transit, ports, shuttle, taxi, trucking, airport and municipal fleet markets, fueling approximately 17,800 vehicles at 196 strategic locations across the U.S. and Canada. Clean Energy owns and operates two LNG production plants, one in Willis, Texas and one in Boron California, with combined capacity of 260,000 LNG gallons per day and designed to expand to 340,000 LNG gallons per day as demand increases. It also owns and operates a landfill gas processing facility in Dallas, TX that produces renewable biomethane gas for delivery in the nation’s gas pipeline network. Clean Energy also owns BAF Technologies, Inc., which is a leading provider of natural gas vehicle systems and conversions for taxis, limousines, vans, pickup trucks and shuttle busses.
Safe Harbor Statement
This press release 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 that involve risks, uncertainties and assumptions, such as statements regarding the demand for products and services from new and existing customers and the Company’s ability to continue to grow its business. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, changes in the prices of natural gas relative to gasoline and diesel, the U.S. government’s failure to renew the Volumetric Excise Tax Credit for CNG and LNG, the acceptance of natural gas vehicles in fleet markets, the availability of natural gas vehicles, the progress of the clean air plans at the Ports of Los Angeles and Long Beach, relaxation or waiver of fuel emission standards, the inability of fleets to access capital to purchase natural gas vehicles, the Company’s success in obtaining government grants or subsidies for alternative fuel providers, the unpredictability of the legislative process, construction and permitting delays at station construction projects and the development of competing technologies that are perceived to be cleaner and more cost-effective than natural gas. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Additionally, the Company’s Form 10-K filed on March 10, 2010 with the SEC (www.sec.gov) contain risk factors which may cause actual results to differ materially from the forward-looking statements contained in this press release.
| Clean Energy Fuels Corp. and Subsidiaries
Consolidated Balance Sheets
December 31, 2008 and 2009 |
|
|
|
December 31, |
|
|
2008 |
|
|
2009 |
|
| Assets |
|
|
| Current assets: |
|
|
| Cash and cash equivalents |
$ |
36,284,431 |
|
$ |
67,086,965 |
|
| Restricted cash |
|
2,500,000 |
|
|
2,500,000 |
|
| Accounts receivable, net of allowance for doubtful accounts of $657,734 and $898,423 as of December 31, 2008 and December 31, 2009, respectively |
|
10,530,638 |
|
|
16,339,730 |
|
| Other receivables |
|
12,995,507 |
|
|
8,862,213 |
|
| Inventory, net |
|
3,110,731 |
|
|
6,217,133 |
|
| Deposits on LNG trucks |
|
6,197,746 |
|
|
445,372 |
|
| Prepaid expenses and other current assets |
|
3,542,387 |
|
|
6,948,520 |
|
| Total current assets |
|
75,161,440 |
|
|
108,399,933 |
|
| Land, property and equipment, net |
|
160,593,665 |
|
|
172,182,436 |
|
| Capital lease receivables |
|
364,500 |
|
|
1,311,054 |
|
| Notes receivable and other long-term assets |
|
7,176,755 |
|
|
6,875,364 |
|
| Investments in other entities |
|
4,879,604 |
|
|
10,536,405 |
|
| Goodwill |
|
20,797,878 |
|
|
21,572,020 |
|
| Intangible assets, net of accumulated amortization |
|
21,400,558 |
|
|
34,921,361 |
|
| Total assets |
$ |
290,374,400 |
|
$ |
355,798,573 |
|
| Liabilities and Stockholders’ Equity |
|
|
| Current liabilities: |
|
|
| Current portion of long-term debt and capital lease obligations |
$ |
2,232,875 |
|
$ |
2,439,263 |
|
| Accounts payable |
|
14,276,591 |
|
|
14,775,406 |
|
| Accrued liabilities |
|
10,253,454 |
|
|
9,695,443 |
|
| Deferred revenue |
|
1,060,582 |
|
|
2,691,007 |
|
| Total current liabilities |
|
27,823,502 |
|
|
29,601,119 |
|
| Long-term debt and capital lease obligations, less current portion |
|
22,850,927 |
|
|
9,781,425 |
|
| Other long-term liabilities |
|
2,297,446 |
|
|
36,039,864 |
|
| Total liabilities |
|
52,971,875 |
|
|
75,422,408 |
|
| Commitments and contingencies |
|
|
| Stockholders’ equity: |
|
|
| Preferred stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding no shares |
|
— |
|
|
— |
|
| Common stock, $0.0001 par value. Authorized 99,000,000 shares; issued and outstanding 50,238,212 shares and 59,840,151 shares at December 31, 2008 and December 31, 2009, respectively |
|
5,024 |
|
|
5,984 |
|
| Additional paid-in capital |
|
346,466,999 |
|
|
424,580,895 |
|
| Accumulated deficit |
|
(113,549,257 |
) |
|
(149,410,111 |
) |
| Accumulated other comprehensive income |
|
853,837 |
|
|
2,012,573 |
|
| Total stockholders’ equity of Clean Energy Fuels Corp. |
|
233,776,603 |
|
|
277,189,341 |
|
| Noncontrolling interest in subsidiary |
|
3,625,922 |
|
|
3,186,824 |
|
| Total equity |
|
237,402,525 |
|
|
280,376,165 |
|
| Total liabilities and equity |
$ |
290,374,400 |
|
$ |
355,798,573 |
|
|
|
|
| Clean Energy Fuels Corp. and Subsidiaries
Consolidated Statements of Operations
For the Three Months Periods and Years Ended
December 31, 2008 and 2009 |
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
Year Ended
December 31, |
|
|
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
| Revenue: |
|
|
|
|
|
|
|
|
|
| Product revenues |
|
$ |
26,538,990 |
|
$ |
37,134,776 |
|
$ |
120,160,795 |
|
$ |
116,635,271 |
|
| Service revenues |
|
1,748,518 |
|
5,068,500 |
|
5,705,738 |
|
14,868,006 |
|
| Total revenues |
|
28,287,508 |
|
42,203,276 |
|
125,866,533 |
|
131,503,277 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
| Cost of sales: |
|
|
|
|
|
|
|
|
|
| Product cost of sales |
|
20,978,550 |
|
23,980,457 |
|
97,014,917 |
|
76,766,162 |
|
| Service cost of sales |
|
650,275 |
|
2,333,965 |
|
1,752,668 |
|
6,154,705 |
|
| Derivative (gains) losses: |
|
|
|
|
|
|
|
|
|
| Futures contracts |
|
270,429 |
|
— |
|
611,175 |
|
— |
|
| Series I warrant valuation |
|
— |
|
(441,919 |
) |
— |
|
17,366,754 |
|
| Selling, general and administrative |
|
27,290,790 |
|
13,860,235 |
|
62,415,554 |
|
47,509,662 |
|
| Depreciation and amortization |
|
3,065,705 |
|
4,735,092 |
|
9,623,672 |
|
16,991,695 |
|
| Total operating expenses |
|
52,255,749 |
|
44,467,830 |
|
171,417,986 |
|
164,788,978 |
|
| Operating loss |
|
(23,968,241 |
) |
(2,264,554 |
) |
(45,551,453 |
) |
(33,285,701 |
) |
| Interest income (expense), net |
|
447,474 |
|
336,197 |
|
1,630,436 |
|
(31,989 |
) |
| Other income (expense), net |
|
(180,336 |
) |
(16,575 |
) |
(169,159 |
) |
(310,570 |
) |
| Income (loss) from equity methodinvestments |
|
(67,745 |
) |
113,800 |
|
(188,186 |
) |
243,962 |
|
| Loss before income taxes |
|
(23,768,848 |
) |
(1,831,132 |
) |
(44,278,362 |
) |
(33,384,298 |
) |
| Income tax expense |
|
(90,000 |
) |
(94,299 |
) |
(289,141 |
) |
(303,501 |
) |
| Net loss |
|
(23,858,848 |
) |
(1,925,431 |
) |
(44,567,503 |
) |
(33,687,799 |
) |
| Loss (income) of noncontrolling interest |
|
118,749 |
|
8,126 |
|
104,829 |
|
439,098 |
|
| Net loss attributable to Clean Energy Fuels Corp. |
|
$ |
(23,740,099 |
) |
$ |
(1,917,305 |
) |
$ |
(44,462,674 |
) |
$ |
(33,248,701 |
) |
|
|
|
|
|
|
|
|
|
|
| Loss per share attributable to Clean Energy Fuels Corp. |
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.49 |
) |
$ |
(0.03 |
) |
$ |
(0.98 |
) |
$ |
(0.60 |
) |
| Diluted |
|
$ |
(0.49 |
) |
$ |
(0.03 |
) |
$ |
(0.98 |
) |
$ |
(0.60 |
) |
|
|
|
|
|
|
|
|
|
|
| Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
| Basic |
|
48,041,811 |
|
59,750,687 |
|
45,367,991 |
|
55,021,961 |
|
| Diluted |
|
48,041,811 |
|
59,750,687 |
|
45,367,991 |
|
55,021,961 |
|
|
|
|
|
|
|
|
|
|
|
| Included in net loss are the following amounts (in millions): |
|
|
|
|
|
Three Months EndedDecember 31, |
|
Year EndedDecember 31, |
|
2008 |
|
2009 |
|
|
2008 |
|
2009 |
|
| Construction Revenues |
1.1 |
|
2.1 |
|
|
1.7 |
|
7.3 |
|
| Construction Cost of Sales |
(1.0 |
) |
(2.0 |
) |
|
(1.4 |
) |
(6.6 |
) |
| Fuel Tax Credits |
4.0 |
|
3.7 |
|
|
17.2 |
|
15.5 |
|
| Stock Option Expense, Net of Tax Benefits |
(2.9 |
) |
(3.5 |
) |
|
(10.7 |
) |
(14.1 |
) |
|
|
|
|
|
|
SAN DIEGO, March 10, 2010 (GLOBE NEWSWIRE) — OccuLogix, Inc., dba TearLab Corporation (“TearLab”) (Nasdaq:TEAR) (TSX:TLB), announced today that TLCVision Corporation, North America’s premier eye care services company, will be incorporating the TearLab™ Osmolarity System (“TearLab System”) in eight of its U.S. refractive surgery centers to study Dry Eye Disease (“DED”) symptoms as they relate to LASIK surgery.
The TearLab System is intended to measure the osmolarity of human tears to aid in the diagnosis of DED in conjunction with other methods of clinical evaluation. Using a novel lab-on-a-chip approach, the TearLab System requires less than 50 nL (nanoliters) of tear fluid and displays quantitative osmolarity results in less than 30 seconds. By requiring such a small amount of tears, the TearLab System eliminates the challenges that previously prevented point-of-care osmolarity testing. In addition, it is simple enough to be operated by a technician, greatly improving patient throughput either an office or center setting.
In keeping with its ongoing commitment to provide the best possible outcomes and the highest levels of care for patients, TLCVision will be using the TearLab System to study both pre- and post-operative tear osmolarity levels and treatments with the goal of improving outcomes and reducing post-operative DED symptoms.
Michael A. Lemp, MD, TearLab’s chief medical officer, commented, “Tear hyper-osmolarity is a core mechanism in DED causing damage to the ocular surface and tear osmolarity is a reliable, highly sensitive and specific test for the clinical diagnosis of this disease and a great tool for doctors and a major benefit to patients.”
James B. Tiffany, President and Chief Operating Officer of TLCVision, commented, “TLCVision’s ongoing commitment to clinical services, quality assurance and patient outcomes are unparalleled as the industry leader. We believe that the incorporation of the TearLab System has the potential to improve patient screening, counseling and most significantly the quality of surgical outcome.
About OccuLogix, Inc. dba TearLab Corporation
OccuLogix, Inc. dba TearLab Corporation (www.tearlab.com) develops and markets lab-on-a-chip technologies that enable eye care practitioners to improve standard of care by objectively and quantitatively testing for disease markers in tears at the point-of-care. The TearLab Osmolarity Test, for diagnosing Dry Eye Disease, is the first assay developed for the award-winning TearLab Osmolarity System. Headquartered in San Diego, CA, TearLab Corporation’s common shares trade on the NASDAQ Capital Market under the symbol ‘TEAR’ and on the Toronto Stock Exchange under the symbol ‘TLB’.
About TLCVision
TLCVision is North America’s premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers’ management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care-contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. Information about vision correction surgery can be found on the TLC Laser Eye Centers’ website at www.tlcvision.com.
Forward-Looking Statements
This press release may contain forward-looking statements. These statements relate to future events and are subject to risks, uncertainties and assumptions about the Company. These statements are only predictions based on our current expectations and projections about future events. You should not place undue reliance on these statements. Actual events or results may differ materially. Many factors may cause our actual results to differ materially from any forward-looking statement, including the factors detailed in our filings with the Securities and Exchange Commission and Canadian securities regulatory authorities, including but not limited to our Forms 10-K and 10-Q. We do not undertake to update any forward-looking statements.
TORONTO, March 10 /PRNewswire-FirstCall/ – SMTC Corporation (Nasdaq: SMTX, TSE: SMX), a global electronics manufacturing services provider, today reported 2009 fourth quarter unaudited results. Revenue for the quarter was $51.2 million increasing $7.0 million or 16% sequentially. Net earnings from continuing operations for the quarter of $2.4 million compares with $0.5 million in the third quarter of 2009 and $1.0 million for the comparable period last year. Net earnings after discontinued operations for the quarter of $2.2 million compares with net earnings of $0.2 million in the third quarter of 2009 and a net loss of $0.1 million for the fourth quarter of 2008. Net earnings for the fourth quarter included a $0.5 million income tax recovery. The Company produced $55.3 million in revenue in the fourth quarter of 2008, a period largely unaffected by the global recession.
Gross profit for the fourth quarter was $5.9 million or 11.5% of revenue compared with $3.7 million or 8.5% for the previous quarter and $4.8 million or 8.6% for the fourth quarter of 2008.
Despite an extremely challenging economic environment in which SMTC’s revenue declined from $206.9 million to $179.5 million, the Company produced net earnings from continuing operations for the full 2009 year of $2.4 million increasing $0.8 million or 46% over 2008 results. Gross profit also increased to 9.8% from 8.9% of revenues in the corresponding period.
In spite of continuing North American economic headwinds, SMTC produced strong fourth quarter results with revenue and earnings from continuing operations increasing sequentially by 16% and over 400% respectively above the third quarter of 2009.” stated John Caldwell, President and Chief Executive Officer. “Our revenue growth came from seven of our top ten customers together with five new customers at the early stage of ramping production. Our solid earnings performance reflects the effect of previous quarters’ expense reduction initiatives and continuing cost containment measures. Unquestionably, 2009 was a difficult year as our customers’ end markets were significantly adversely affected by the recession that ultimately impacted our revenue. However, through this period we were able to reduce costs and substantially increase overall profitability and margins.”
“In the quarter our working capital, excluding cash, and net debt levels increased by $5.4 million and $3.1 million, respectively, due to increased revenue, the delay in receipt of a significant customer payment until immediately subsequent to quarter end and the effect of industry wide component shortages that caused a substantially higher end of quarter customer order backlog,” stated Jane Todd, SVP Finance and Chief Financial Officer. “We expect to improve our working capital and lower debt through the later part of 2010 as supply chain issues abate and timing issues reverse.”
“Historically, the Company has not provided specific full year financial guidance. However, in the first quarter there are signs of some economic recovery and customer inventory rebuilding. Accordingly, we are experiencing continued strong order flow from longstanding and newer customers together with a strong opening backlog, which should result in continued sequential revenue growth in the first quarter, and continuing strength through the first half of the year.” stated Mr. Caldwell.
About SMTC Corporation: SMTC Corporation, founded in 1985, is a mid-size provider of end-to-end electronics manufacturing services (EMS) including PCBA production, systems integration and comprehensive testing services, enclosure fabrication, as well as product design, sustaining engineering and supply chain management services. SMTC facilities span a broad footprint in the United States, Canada, Mexico, and China, with more than 1,000 full time employees. SMTC services extend over the entire electronic product life cycle from the development and introduction of new products through to the growth, maturity and end-of-life phases. SMTC offers fully integrated contract manufacturing services with a distinctive approach to global original equipment manufacturers (OEMs) and emerging technology companies primarily within industrial, computing and communication market segments.
SMTC is a public company incorporated in Delaware with its shares traded on the Nasdaq National Market System under the symbol SMTX and on the Toronto Stock Exchange under the symbol SMX. For further information on SMTC Corporation, please visit our website at www.smtc.com (http://www.smtc.com/)
Note for Investors: The statements contained in this release that are not purely historical are forward-looking statements which involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. These statements may be identified by their use of forward-looking terminology such as “believes”, “expect”, “may”, “should”, “would”, “will”, “intends”, “plans”, “estimates”, “anticipates” and similar words, and include, but are not limited to, statements regarding the expectations, intentions or strategies of SMTC Corporation. For these statements, we claim the protection of the safe harbor for forward-looking statements provisions contained in the Private Securities Litigation Reform Act of 1995. Risks and uncertainties that may cause future results to differ from forward-looking statements include the challenges of managing quickly expanding operations and integrating acquired companies, fluctuations in demand for customers’ products and changes in customers’ product sources, competition in the EMS industry, component shortages, and others discussed in the Company’s most recent filings with securities regulators in the United States and Canada. The forward-looking statements contained in this release are made as of the date hereof and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ materially from those projected in the forward-looking statements, except as required by law.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
Three months ended Twelve months ended
-------------------------------------------------------------------------
(Expressed in
thousands of
U.S. dollars,
except number
of shares and January 3, January 4, January 3, January 4,
per share amounts) 2010 2009 2010 2009
-------------------------------------------------------------------------
Revenue $ 51,237 $ 55,260 $ 179,509 $ 206,879
Cost of sales 45,329 50,499 161,951 188,419
-------------------------------------------------------------------------
Gross profit 5,908 4,761 17,558 18,460
Selling, general
and
administrative
expenses 3,405 3,301 12,767 12,892
Other recoveries - (185) - (185)
Restructuring
charges - 50 783 493
Loss on
extinguishment
of debt - - - 613
-------------------------------------------------------------------------
Operating earnings 2,503 1,595 4,008 4,647
Interest expense 622 672 1,960 2,914
-------------------------------------------------------------------------
Earnings from
continuing
operations before
income taxes 1,881 923 2,048 1,733
Income tax expense
(recovery)
Current (567) (44) (500) 119
Deferred 62 4 191 (2)
-------------------------------------------------------------------------
(505) (40) (309) 117
-------------------------------------------------------------------------
Net earnings from
continuing
operations 2,386 963 2,357 1,616
Net loss from
discontinued
operations (208) (1,100) (5,952) (7,511)
-------------------------------------------------------------------------
Net earnings
(loss), also
being
comprehensive
income (loss) $ 2,178 $ (137) $ (3,595) $ (5,895)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic earnings
(loss) per
share
- continuing
operations $ 0.16 $ 0.07 $ 0.16 $ 0.11
- discontinued
operations $ (0.02) $ (0.08) $ (0.41) $ (0.51)
-------------------------------------------------------------------------
Basic (loss)
earnings per
share $ 0.14 $ (0.01) $ (0.25) $ (0.40)
Diluted earnings
(loss) per
share
- continuing
operations $ 0.16 $ 0.07 $ 0.16 $ 0.11
- discontinued
operations $ (0.02) $ (0.08) $ (0.41) $ (0.51)
-------------------------------------------------------------------------
Diluted (loss)
earnings per
share $ 0.14 $ (0.01) $ (0.25) $ (0.40)
Weighted average
number of shares
outstanding
Basic 14,646,333 14,646,333 14,646,333 14,646,333
Diluted 14,646,333 14,646,333 14,646,333 14,798,731
Consolidated Balance Sheets as of
(Unaudited)
-------------------------------------------------------------------------
(Expressed in
thousands of January 3, January 4,
U.S. dollars) 2010 2009
-------------------------------------------------------------------------
Assets
Current assets:
Cash $ 1,589 $ 2,623
Accounts receivable - net 37,688 28,648
Inventories 37,026 36,823
Prepaid expenses 2,122 1,203
-------------------------------------------------------------------------
78,425 69,297
Property, plant and equipment 14,266 16,743
Deferred financing fees 627 786
Deferred income taxes 290 479
-------------------------------------------------------------------------
$ 93,608 $ 87,305
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 41,589 $ 37,209
Accrued liabilities 6,218 6,909
Income taxes payable 540 504
Current portion of long-term debt 5,013 2,738
Current portion of capital lease obligations 789 1,101
-------------------------------------------------------------------------
54,149 48,461
Long-term debt 20,666 15,943
Capital lease obligations 543 1,587
Shareholders' equity:
Capital stock 7,093 7,456
Warrants - 10,372
Additional paid-in capital 253,304 249,655
Deficit (242,147) (246,169)
-------------------------------------------------------------------------
18,250 21,314
-------------------------------------------------------------------------
$ 93,608 $ 87,305
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended Twelve months ended
-------------------------------------------------------------------------
(Expressed in
thousands of
U.S. dollars)
-------------------------------------------------------------------------
Cash provided by January 3, January 4, January 3, January 4,
(used in): 2010 2009 2010 2009
-------------------------------------------------------------------------
Operations:
Net earnings
(loss) $ 2,178 $ (137) $ (3,595) $ (5,895)
Items not
involving cash:
Depreciation 784 714 2,877 3,302
Gain on disposition
of property, plant
and equipment - (185) (224) (185)
Other - 100 - 100
Impairment of property,
plant and equipment - - - 4,921
Deferred income taxes 60 10 189 4
Non-cash interest 118 57 310 352
Stock-based
compensation 326 (84) 582 133
Loss on extinguishment
of debt - - - 613
-------------------------------------------------------------------------
3,466 475 139 3,345
Change in non-cash
operating working
capital:
Accounts
receivable (7,555) 1,976 (9,040) 10,195
Inventories (9,713) 3,827 (203) (5,944)
Prepaid expenses (664) 592 (919) (263)
Income taxes payable (38) (56) 36 (100)
Accounts payable 11,879 (3,448) 4,380 37
Accrued liabilities (430) (1,528) (706) (162)
-------------------------------------------------------------------------
(3,055) 1,838 (6,313) 7,108
Financing:
Borrowings of
long-term debt - net 5,811 304 9,736 19,149
Repayment of long-term
debt (1,375) (800) (2,738) (21,452)
Principal payment of
capital lease
obligations (170) (254) (1,356) (908)
Debt issuance and
deferred financing
costs - (145) (151) (395)
-------------------------------------------------------------------------
4,266 (895) 5,491 (3,606)
Investing:
Purchase of property,
plant and equipment (58) (320) (1,042) (1,329)
Proceeds from sale of
property, plant and
equipment - - 830 268
-------------------------------------------------------------------------
(58) (320) (212) (1,061)
-------------------------------------------------------------------------
Increase (decrease)
in cash and cash
equivalents 1,153 623 (1,034) 2,441
Cash, beginning of
period 436 2,000 2,623 182
-------------------------------------------------------------------------
Cash, end of the
period $ 1,589 $ 2,623 $ 1,589 $ 2,623
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Supplementary Information:
Reconciliation of EBITDA
-------------------------------------------------------------------------
Three months ended Twelve months ended
------------------------- --------------------------
January 3, January 4, January 3, January 4,
2010 2009 2010 2009
-------------------------------------------------------------------------
Operating
earnings $ 2,503 $ 1,595 $ 4,008 $ 4,647
Add:
Depreciation 784 714 2,877 3,302
Restructuring
charges - 50 783 493
Loss on
extinguishment
of debt - - - 613
-------------------------------------------------------------------------
EBITDA 3,287 2,359 7,668 9,055
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Mar. 10, 2010 (GlobeNewswire) —
Nuclear Segment Gross Profit Increased 90.9% in the Fourth Quarter of 2009 to $8.1 Million
Fourth Quarter 2009 Net Income of $5.7 Million, or $0.10 Per Diluted Share, Including $2.4 Million Gain from Valuation Allowance Release Related to Deferred Tax Asset
ATLANTA, March 10, 2010 (GLOBE NEWSWIRE) — Perma-Fix Environmental Services, Inc. (Nasdaq:PESI) today announced results for the fourth quarter and twelve months ending December 31, 2009.
Fourth quarter 2009 highlights include:
- Revenue for the fourth quarter of 2009 increased 20.8% to $28.4 million
- Nuclear Segment revenue increased 29.2% to $25.6 million
- Nuclear Segment gross margins for the fourth quarter of 2009 increased to 31.6% from 21.4% in the fourth quarter of 2008
- EBITDA increased 115.8% to $5.1 million
- Operating income increased 197.9% to $3.9 million
- Net income of $5.7 million, or $0.10 per diluted share, includes $2.4 million gain from release of valuation allowance related to deferred tax asset
- Working capital increased by $2.7 million in the quarter and $5.4 million for the year.
Dr. Louis F. Centofanti, Chairman and Chief Executive Officer, stated, “Revenue for the fourth quarter of 2009 grew approximately 20.8% compared to the same period last year, as we continued to receive shipments of more complex nuclear waste streams. At the same time, gross margins in our Nuclear Segment increased to 31.6% from 21.4% for the same period last year, and profit margins within the Nuclear Segment increased to 20.9% from 7.0% for the fourth quarter of 2008. We attribute the sharp increase in margins to the higher margin waste streams and fixed cost nature of our nuclear services business. As a result, we generated EBITDA of $5.1 million in the fourth quarter of 2009, a 116% increase from $2.4 million in the fourth quarter of last year. We also achieved net income of $5.7 million, or $0.10 per diluted share, which included a gain of $2.4 million due to the release of a portion of our valuation allowance related to our deferred tax asset. This compares to net income of $725,000, or $0.01 per diluted share for the same period last year. Although the third quarter is typically our seasonally strongest period, revenues in the fourth quarter of 2009 increased 7% sequentially, while EBITDA rose nearly 16% compared to the third quarter of 2009. We believe these trends bode extremely well and expect to benefit from improved operating leverage in 2010, although we do anticipate some seasonality throughout the year.”
Dr. Centofanti concluded, “Looking ahead, we continue to position Perma-Fix at the forefront of the nuclear waste treatment and nuclear services industry. In addition to the opportunities in our base nuclear waste treatment business, we have identified sizeable opportunities treating higher activity wastes, as evidenced by recent shipments in the third and fourth quarters of these types of waste streams. We have also operated onsite at Hanford for over a year and we have built a solid reputation for our work at the site—reinforcing our capabilities to perform similar work at other DOE facilities. Overall, we are extremely encouraged by the outlook for the business as we continue to focus on growing revenue, increasing margins and paying down debt. Moreover, we have strong cash flow with a clean capital structure and no intention to raise additional capital for the foreseeable future. As a result, we believe we are positioned to continue the growth of our business.”
Financial Results
Revenue for the fourth quarter of 2009 increased 20.8% to $28.4 million compared with $23.5 million for the same period last year. The increase in revenue was primarily due to higher nuclear waste receipts and increased waste processing during the quarter. Quarterly revenue for the Nuclear Segment increased to $25.6 million from $19.8 million for the same period last year, an increase of 29.2%. Revenue for the Industrial Segment decreased to $2.1 million versus $3.0 million for the same period last year due primarily to lower used oil prices and deferred waste treatment projects due to the economy. Revenue from the Engineering Segment increased to $711,000 from $658,000 for the same period last year. Operating income for the fourth quarter was $3.9 million versus $1.3 million for the same period last year. Net income applicable to Common Stockholders for the fourth quarter of 2009 was $5.7 million, or $0.10 per share, versus $725,000 or $0.01 per share, for the same period last year. Net income for the fourth quarter of 2009 included a gain of $2.4 million from release of a portion of the Company’s valuation allowance related to its deferred tax asset.
The Company had EBITDA of $5.1 million from continuing operations during the quarter ended December 31, 2009, as compared to EBITDA of approximately $2.4 million for the same period of 2008, an increase of 116%. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization. EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), and should not be considered in isolation of, or as a substitute for, earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. The Company believes the presentation of EBITDA is relevant and useful by enhancing the readers’ ability to understand the Company’s operating performance. The Company’s management utilizes EBITDA as a means to measure performance. The Company’s measurements of EBITDA may not be comparable to similar titled measures reported by other companies. Due to the unique transactions that have resulted from bringing certain facilities within our Industrial Segment back into Continuing Operations in 2008, such as asset Impairment expense (recovery) and the “catch-up” of depreciation, the Company recognizes that the EBITDA is an “adjusted EBITDA” and understands these differences when measuring performance. The table below reconciles EBITDA, a non-GAAP measure, to net income for the three and twelve months ended December 31, 2009, and December 31, 2008, respectively.
|
|
|
|
Quarter Ended
December 31, |
Twelve Months Ended
December 31, |
| (In thousands) |
2009 |
2008 |
2009 |
2008 |
| Net Income |
$ 5,696 |
$ 830 |
$ 9,572 |
$ 985 |
|
|
|
|
|
| Adjustments: |
|
|
|
|
| Depreciation & Amortization |
1,177 |
1,049 |
4,746 |
4,866 |
| Asset Impairment Recovery |
— |
— |
— |
(507) |
| Interest Income |
(23) |
(56) |
(145) |
(226) |
| Interest Expense |
311 |
508 |
1,657 |
1,540 |
| Interest Expense – Financing Fees |
102 |
14 |
283 |
137 |
| Deferred income tax |
(2,426) |
— |
(2,426) |
— |
| Income tax expense |
240 |
8 |
504 |
10 |
|
|
|
|
|
| EBITDA |
$ 5,077 |
$ 2,353 |
$ 14,191 |
$ 6,805 |
The tables below present certain financial information for the business segments, excluding allocation of corporate expenses:
|
|
|
|
Quarter Ended December 31, 2009 |
Quarter Ended December 31, 2008 |
| (In thousands) |
Nuclear |
Engineering |
Industrial |
Nuclear |
Engineering |
Industrial |
| Net revenues |
$ 25,647 |
$ 711 |
$ 2,084 |
$ 19,849 |
$ 658 |
$ 3,036 |
| Gross profit |
8,097 |
215 |
274 |
4,242 |
142 |
1,296 |
| Segment profit (loss) |
5,366 |
104 |
(230) |
1,391 |
(15) |
1,195 |
|
|
|
| |
Twelve Months Ended December 31, 2009 |
Twelve Months Ended December 31, 2008 |
| (In thousands) |
Nuclear |
Engineering |
Industrial |
Nuclear |
Engineering |
Industrial |
| Net revenues |
$ 89,011 |
$ 3,382 |
$ 8,283 |
$ 61,359 |
$ 3,194 |
$ 10,951 |
| Gross profit |
24,129 |
1,013 |
1,997 |
15,258 |
1,072 |
3,512 |
| Segment profit |
14,064 |
423 |
(51) |
4,973 |
418 |
1,803 |
Conference Call
Perma-Fix will host a conference call at 11:00 A.M. ET on March 10, 2010. The call will be available on the Company’s Web site at www.perma-fix.com, or by calling (877) 407-8033 for U.S. callers, or (201) 689-8033 for international callers. A webcast will also be archived on the Company’s Web site and a telephone replay of the call will be available approximately one hour following the call, through midnight March 17, 2010, and can be accessed by calling: (877) 660-6853 (U.S. callers) or (201) 612-7415 (international callers) and entering account # 286 and conference ID: 346355.
About Perma-Fix Environmental Services
Perma-Fix Environmental Services, Inc., a national environmental services company, provides unique mixed waste and industrial waste management services. The Company’s increased focus on nuclear services includes radioactive and mixed waste treatment services for hospitals, research labs and institutions, federal agencies including DOE, DOD, and nuclear utilities. The Company’s industrial services treat hazardous and non-hazardous waste for a variety of customers including Fortune 500 companies, federal, state and local agencies and thousands of other clients. Nationwide, the Company operates seven waste treatment facilities.
The Perma-Fix Environmental Services, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7172
This press release contains “forward-looking statements” which are based largely on the Company’s expectations and are subject to various business risks and uncertainties, certain of which are beyond the Company’s control. All statements, other than statements of historical facts, are forward-looking statements. Statements that include words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “estimate” and similar statements of a future or forward-looking nature are forward-looking statement. Forward-looking statements include, but are not limited to: we believe that current trends bode extremely well for 2010 and expect to benefit from improved operating leverage in 2010, although we do anticipate some seasonality throughout the year; sizeable opportunities treating higher activity wastes; capacities to perform similar work at other DOE facilities; encouraged by the outlook for business as we attempt to continue revenue growth, increase margins and pay down debt; we have no intention to raise additional capital for the foreseeable future; and we believe we are positioned to continue the growth of our business. These forward-looking statements are intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this release, including, without limitation, future economic conditions; industry conditions; competitive pressures; our ability to apply and market our technologies; that neither the federal government nor any other party to a subcontract involving the federal government terminates or renegotiates any material contract granted to us prior to expiration of the term of the contract, as such contracts are generally terminable or renegotiable on 30 day notice, at the government’s option; or the government or such other party to a contract granted to us fails to abide by or comply with the contract or to deliver waste as anticipated under the contract; that Congress provides continuing funding for the Department of Defense’s and Department of Energy’s remediation projects; and the additional factors referred to under “Special Note Regarding Forward-Looking Statements” of our 2008 Form 10-K and Forms 10-Q for periods ended March 31, 2009, June 30, 2009, and September 2009. The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that bear upon forward-looking statements.
Please visit us on the World Wide Web at http://www.perma-fix.com.
|
|
| PERMA-FIX ENVIRONMENTAL SERVICES, INC. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
|
|
|
|
|
|
Three Months Ended
December 31, |
Twelve Months Ended
December 31, |
| (Amounts in Thousands, Except for Per Share Amounts) |
2009 |
2008 |
2009 |
2008 |
|
|
|
|
|
| Net revenues |
$ 28,442 |
$ 23,543 |
$ 100,676 |
$ 75,504 |
| Cost of goods sold |
19,856 |
17,863 |
73,537 |
55,662 |
| Gross profit |
8,586 |
5,680 |
27,139 |
19,842 |
|
|
|
|
|
| Selling, general and administrative expenses |
4,702 |
4,811 |
17,728 |
18,192 |
| Asset impairment recovery |
— |
— |
— |
(507) |
| Gain on disposal of property and equipment |
(1) |
(435) |
(15) |
(295) |
| Income from operations |
3,885 |
1,304 |
9,426 |
2,452 |
|
|
|
|
|
| Other income (expense): |
|
|
|
|
| Interest income |
23 |
56 |
145 |
226 |
| Interest expense |
(311) |
(508) |
(1,657) |
(1,540) |
| Interest expense-financing fees |
(102) |
(14) |
(283) |
(137) |
| Other |
14 |
— |
19 |
(6) |
| Income from continuing operations before taxes |
3,509 |
838 |
7,650 |
995 |
| Income tax (benefit) expense |
(2,186) |
8 |
(1,922) |
10 |
| Income from continuing operations |
5,695 |
830 |
9,572 |
985 |
|
|
|
|
|
| Income (loss) from discontinued operations, net of taxes |
6 |
(119) |
50 |
(1,397) |
| Gain on disposal of discontinued operations, net of taxes |
— |
14 |
— |
2,323 |
| Net income applicable to Common Stockholders |
$ 5,701 |
$ 725 |
$ 9,622 |
$ 1,911 |
|
|
|
|
|
| Net income (loss) per common share – basic |
|
|
|
|
| Continuing operations |
$ .10 |
$ .01 |
$ .18 |
$ .02 |
| Discontinued operations |
— |
— |
— |
(.02) |
| Disposal of discontinued operations |
— |
— |
— |
.04 |
| Net income per common share |
$ .10 |
$ .01 |
$ .18 |
$ .04 |
|
|
|
|
|
| Net income (loss) per common share – diluted |
|
|
|
|
| Continuing operations |
$ .10 |
$ .01 |
$ .18 |
$ .02 |
| Discontinued operations |
— |
— |
— |
(.02) |
| Disposal of discontinued operations |
— |
— |
— |
.04 |
| Net income per common share |
$ .10 |
$ .01 |
$ .18 |
$ .04 |
|
|
|
|
|
| Number of common shares used in computing net income (loss) per share: |
|
|
|
|
| Basic |
54,559 |
53,934 |
54,238 |
53,803 |
| Diluted |
54,990 |
53,934 |
54,526 |
54,003 |
|
|
|
|
|
|
| PERMA-FIX ENVIRONMENTAL SERVICES, INC. |
| CONSOLIDATED BALANCE SHEET |
|
|
|
| (Amounts in Thousands, Except for Share Amounts) |
2009 |
2008 |
|
|
|
| ASSETS |
|
|
| Current assets: |
|
|
| Cash & equivalents |
$ 196 |
$ 184 |
| Account receivable, net of allowance for doubtful accounts of $296 and $333 |
13,141 |
13,416 |
| Unbilled receivables |
9,858 |
13,104 |
| Other current assets |
3,448 |
2,909 |
| Deferred tax assets – current |
1,856 |
— |
| Assets of discontinued operations included in current assets |
174 |
110 |
| Total current assets |
28,673 |
29,723 |
|
|
|
| Net property and equipment |
45,727 |
46,628 |
| Property and equipment of discontinued operations, net of accumulated depreciation of $13 for each year |
651 |
651 |
| Deferred tax asset, net of liabilities |
272 |
— |
| Intangibles and other assets |
50,752 |
46,710 |
| Total assets |
$ 126,075 |
$ 123,712 |
|
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
| Current liabilities |
26,190 |
32,324 |
| Current liabilities related to discontinued operations |
993 |
1,285 |
| Total current liabilities |
27,183 |
33,609 |
|
|
|
| Long-term liabilities |
22,655 |
24,936 |
| Long-term liabilities related to discontinued operations |
1,433 |
2,246 |
| Total liabilities |
51,271 |
60,791 |
| Commitments and Contingencies |
|
|
| Preferred Stock of subsidiary, $1.00 par value; 1,467,396 shares authorized, 1,284,730 shares issued and outstanding, liquidation value $1.00 per share |
1,285 |
1,285 |
| Stockholders’ equity: |
|
|
| Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding |
— |
— |
| Common Stock, $.001 par value; 75,000,000 shares authorized, 54,628,904 and 53,934,560 shares issued and outstanding, respectively |
55 |
54 |
| Additional paid-in capital |
99,641 |
97,381 |
| Accumulated deficit |
(26,177) |
(35,799) |
| Total stockholders’ equity |
73,519 |
61,636 |
| Total liabilities and stockholders’ equity |
$ 126,075 |
$ 123,712 |
CONTACT: Perma-Fix Environmental Services, Inc.
Dr. Louis F. Centofanti, Chairman and CEO
(770) 587-9898
Crescendo Communications, LLC
U.S. Investor Relations
David K. Waldman
(212) 671-1021
Herbert Strauss
European Investor Relations
+43 316 296 316
herbert@eu-ir.com
HARBIN, China, Mar. 10, 2010 (PRNewswire-Asia-FirstCall) — Harbin Electric, Inc. (“Harbin Electric” or the “Company”, Nasdaq: HRBN), a leading developer and manufacturer of a wide array of electric motors in the People’s Republic of China, today reported its preliminary full-year and fourth quarter 2009 financial results. The Company will release fully audited financials in its 10K filing in the coming days and does not expect any material changes.
Fourth Quarter 2009 Financial Highlights
-- Total revenues were $107.2 million, up 209% from $34.7 million in 4Q08
-- Adjusted net income attributable to controlling interest (excluding
non-recurring items) was $19.4 million, up 220% from $6.0 million
in 4Q08
-- GAAP earnings attributable to controlling interest were $0.59 per
diluted share, compared with $0.27 in 4Q08
-- Adjusted earnings attributable to controlling interest (excluding
non-recurring items) were $0.62 per diluted share
Fiscal Year 2009 Financial Highlights
-- Total revenues were $223.2 million, up 85% from $120.8 million in 2008
-- Adjusted net income attributable to controlling interest (excluding
non-recurring items) was $43.8 million, up 73% from $25.4 million
in 2008
-- GAAP earnings attributable to controlling interest were $0.77 per
diluted share, compared with $1.19 in 2008
-- Adjusted earnings attributable to controlling interest (excluding
non-recurring items) were $1.71 per diluted share
Financial Summary for Fourth Quarter 2009 versus Fourth Quarter 2008
4Q09 4Q08 YoY%
Change
Revenue $107,213,986 $34,743,375 209%
Gross Profit $36,063,886 $11,489,202 214%
Gross Profit Margin 33.6% 33.10% --
Operating Income $25,962,245 $7,013,528 270%
Operating Margin 24.2% 20.2% --
Net Income Attributable to
Controlling Interest $18,319,775 $6,040,852 203%
Adjusted Net Income Attributable to
Controlling Interest(*) $19,356,385 $6,040,852 220%
Adjust Net Margin(*) 18.1% 17.4% --
Diluted EPS Attributable to
Controlling Interest $0.59 $0.27 119%
Adjusted Diluted EPS Attributable to
Controlling Interest(*) $0.62 $0.27 130%
(*)See Reconciliation of non-GAAP measure to GAAP net income. Also see
"About Non-GAAP Financial Measures" toward the end of this release
In the fourth quarter of 2009, total sales more than tripled to $107.2 million compared to $34.7 million in 4Q08, which was negatively impacted by the global financial crisis. The acquisition of Xi’an Tech Full Simo Electric Motor Co. Ltd. (“Xi’an Simo”) in October 2009 contributed approximately $44 million in the fourth quarter. Excluding this acquisition, sales in the fourth quarter increased 82% year over year. The higher sales were primarily driven by increased sales in all product lines resulting from strong economic growth in China. The linear motor propulsion systems developed by the Company for coal transportation trains contributed $7.3 million to total sales as the Company started the delivery during the quarter and 116 oil pumps were sold in 4Q09, up from 31 units in 4Q08.
Net income attributable to controlling interest in the quarter totaled $18.3 million ($0.59 per diluted share), up from $6.0 million ($0.27 per diluted share) in 4Q08. Excluding the $1.04 million non-cash charge for the change in fair value of warrants, adjusted net income for 4Q09 was $19.4 million ($0.62 per diluted share). The following table presents the reconciliation of non-GAAP measure to GAAP net income for the quarter versus 4Q08.
4Q09 4Q08
Net Income Attributable to
Controlling Interest $18,319,775 $6,040,852
Add back:
Change in fair value of warrant $1,036,610 $0
Adjusted Net Income Attributable
to Controlling Interest $19,356,385 $6,040,852
Diluted EPS Attributable to
Controlling Interest $0.59 $0.27
Add back:
Change in fair value of warrant $0.03 $0.00
Adjusted EPS Attributable to
Controlling Interest $0.62 $0.27
The table below presents the sales distribution and gross profit margin by each of our product line in 4Q09 compared to 4Q08.
Percent of Total
Product Line Revenues Gross Profit Margin
4Q09 4Q08 4Q09 4Q08
Linear Motors and
Related Systems 19.0% 36.9% 61.6% 52.5%
Specialty Micro-Motors 17.2% 22.3% 37.9% 40.3%
Rotary Motors 63.2% 36.5% 23.9% 10.5%
Weihai 22.1% 36.5% 9.6% 10.5%
Xi'an 41.1% 0% 31.6% N/A
Others 0.6% 4.3% 49.3% 47.0%
Total/Average 100.0% 100.0% 33.6% 33.1%
Financial Summary for 2009 versus 2008
2009 2008 YoY%
Change
Revenue $223,234,394 $120,820,302 85%
Gross Profit $76,612,174 $47,476,781 61%
Gross Profit Margin 34.3% 39.3% --
Operating Income $55,847,301 $34,393,177 62%
Operating Margin 25.0% 28.5% --
Net Income Attributable to
Controlling Interest $19,646,781 $25,378,699 (23)%
Adjusted Net Income Attributable to
Controlling Interest(*) $43,813,233 $25,378,699 73%
Adjusted Net Margin* 19.6% 21.0% --
Diluted EPS Attributable to
Controlling Interest $0.77 $1.19 (35)%
Adjusted Diluted EPS Attributable
to Controlling Interest* $1.71 $1.19 44%
(*) See Reconciliation of non-GAAP measure to GAAP net income. Also see
"About Non-GAAP Financial Measures" toward the end of this release
For the year 2009, revenues increased by 85% to $223.2 million from $120.8 million in 2008. Strong sales growth resulted from the acquisition of Xi’an Simo ($44 million) as well as higher sales across all product lines. The Company delivered 519 oil pumps compared to 214 units in 2008. Linear motor propulsion systems developed for coal transportation trains contributed $7.3 million to our sales as the Company started to deliver units during the 4th quarter.
Net income attributable to controlling interest in 2009 totaled $19.6 million ($0.77 per diluted share), which included $24.2 million charges related to non-recurring and non-cash items. Excluding these non-recurring items and non-cash charges, adjusted net income attributable to controlling interest for 2009 was $43.8 million ($1.71 per diluted share) compared to net income of $1.19 per diluted share in 2008. The following table presents the reconciliation of non-GAAP measure to GAAP net income for full-year 2009 versus 2008.
2009 2008
Net Income Attributable to
Controlling Interest $19,646,781 $25,378,699
Deduct:
Other Income - Government Grant ($1,172,560) $0
Gain on debt repurchase ($4,155,000) $0
Add back:
Amortization associated with debt
repurchase $7,279,487 $0
Loss on cross currency swap
settlement $9,000,000 $0
Change in fair value of warrant $13,214,525 $0
Adjusted Net Income Attributable
to Controlling Interest $43,813,233 $25,378,699
Diluted EPS $0.77 $1.19
Deduct:
Other Income - Government Grant ($0.050) $0.00
Gain on debt repurchase ($0.160) $0.00
Add back:
Amortization associated with debt
repurchase $0.280 $0.00
Loss on cross currency swap
settlement $0.350 $0.00
Change in fair value of warrant $0.520 $0.00
Adjusted Diluted EPS Attributable
to Controlling Interest $1.71 $1.19
The table below presents the sales distribution and gross profit margin by each of our product line in 2009 versus 2008.
Percent of Total
Product Line Revenues Gross Profit Margin
2009 2008 2009 2008
Linear Motors and
Related Systems 27.2% 41.0% 59.3% 54.0%
Specialty Micro-Motors 18.6% 28.0% 39.2% 40.0%
Rotary Motors 52.1% 23.0% 18.9% 10.7%
Weihai 32.4% 23.0% 11.2% 10.7%
Xi'an 19.7% 0.0% 31.6% N/A
Others 2.1% 8.0% 48.4% 44.7%
Total/Average 100.0% 100.0% 34.3% 39.3%
Overall gross profit margin declined to 34.3% in 2009 from 39.3% in 2008 due to changes in the product mix as sales of lower-margin industrial rotary motors expanded, in part as a result of the acquisition of Xi’an Simo. Operating profits in 2009 were $55.8 million compared to $34.4 million in 2008.
“We are extremely pleased to have delivered the best quarter and the best year in our Company’s history despite weak economic conditions early on,” said Mr. Tianfu Yang, Chairman and Chief Executive Officer of Harbin Electric. “2009 was also a year of great strategic, operational and financial accomplishments as we further strengthened our leadership position in the electric motor industry in China. The acquisition of Xi’an Simo, one of China’s leading electric motor companies, and its successful integration allowed us to start realizing synergies and provided a solid platform for continuous growth. Faster economic growth in the second half of the year fueled by the massive government stimulus program created a positive environment for our business. On the financial front, we raised additional equity capital which allowed us to repay a significant portion of our existing indebtedness, complete the acquisition of Xi’an Simo, and maintain a strong balance sheet as we continue to implement our growth strategy. We view these record results, accomplished with the hard work and dedication of our employees, as well as the continuous support of our shareholders, as a validation of our vision, strategic focus and relentless execution.”
Looking ahead, Mr. Yang commented, “We are ready to move the Company forward to a sustained profitability in 2010 supported by a solid platform that we have built over the past years as we expect continuous growth and leverage our strong financial position and promising portfolio of products. Although the first quarter is traditionally slower with the long Chinese new-year holiday, we do not expect this seasonality to impact our business significantly compared to the fourth quarter. We also expect that the Chinese government’s commitment to sustainable economic growth and the accelerated industrialization and urbanization of China will continue to drive our business and support our long term growth objectives. We look forward to a productive 2010 as we continue to capture the synergies of the Xi’an Simo acquisition, advance R&D and strengthen growth in all core businesses. We believe that 2010 will be another strong year for Harbin Electric and we remain committed to our strategies to achieve both our near and long term goals and maximize value for our shareholders.”
Conference Call Details
The Company will host a conference call to discuss its fourth quarter and full year 2009 financial results at 8:00 a.m. ET on Wednesday, March 10, 2010. Tianfu Yang, Chairman and Chief Executive Officer, Zedong Xu, Chief Financial Officer, and Christy Shue, Executive Vice President of the Company will be on the call.
To participate in the conference call, please dial any of the following numbers:
USA: 1-800-603-1779
International: 1-706-643-7429
North China: 10-800-713-0924
South China: 10-800-130-0748
The conference ID for the call is 55950962.
A replay of the call will be available beginning at 9:00 a.m. ET on March 10, 2010 and will remain available through midnight on March 17th, 2010.
To access the replay, please dial any of the following numbers:
USA: 1-800-642-1687
International: 1-706-645-9291
Passcode is 55950962.
This conference call will be broadcast live over the Internet. To listen to the live webcast, please go to http://www.harbinelectric.com and click on “Harbin Electric Q4 and Full Year 2009 Financial Results Conference Call.” The replay of the webcast will be available for 30 days and will be archived on the Investor Kits page of the website after 30 days.
About Non-GAAP Financial Measures
The management of Harbin Electric uses non-GAAP adjusted net earnings to measure the performance of the Company’s business internally by excluding non-recurring items as well as special non-cash charges. The Company’s management believes that these non-GAAP adjusted financial measures allow the management to focus on managing business operating performance because these measures reflect the essential operating activities of Harbin Electric and provide a consistent method of comparison to historical periods. The Company believes that providing the non-GAAP measures that management uses internally to its investors is useful to investors for a number of reasons. The non-GAAP measures provide a consistent basis for investors to understand Harbin Electric’s financial performance in comparison to historical periods without variations caused by non-recurring items and non-operating related charges. In addition, it allows investors to evaluate the Company’s performance using the same methodology and information as that used by the management. Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from GAAP financial measure. However, the management of Harbin Electric compensates for these limitations by providing the relevant disclosure of the items excluded.
About Harbin Electric, Inc.:
Harbin Electric, headquartered in Harbin, China, is a leading developer and manufacturer of a wide array of electric motors with a focus on innovative, customized and value-added products. Its major product lines include industrial rotary motors, linear motors, and specialty micro-motors. The Company’s products are purchased by a broad range of domestic and international customers, including those involved in energy industry, factory automation, food processing, packaging, transportation, automobile, medical devices, machinery and tool manufacturing, chemical, petrochemical, as well as in the metallurgical and mining industries. With a recent acquisition of industrial rotary motor business, the Company operates four manufacturing facilities in China located in Xi’an, Weihai, Harbin and Shanghai.
Harbin Electric has built a strong research and development capability by recruiting talent worldwide and through collaborations with top scientific institutions. The Company owns numerous patents in China and has developed award-winning products for its customers. Relying on its own proprietary technology, the Company developed an energy efficient linear motor driving oil pump, the first of its kind in the world, for the largest oil filed in China. Its self-developed linear motor propulsion system is powering China’s first domestically made linear motor driving metro train. As China continues to grow its industrial base, Harbin Electric aspires to be a leader in the industrialization and technology transformation of the Chinese manufacturing sector. To learn more about Harbin Electric, visit http://www.harbinelectric.com .
Safe Harbor Statement
The actual results of Harbin Electric, Inc. could differ materially from those described in this press release. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release may be found in the Company’s periodic filings with the U.S. Securities and Exchange Commission, including the factors described in the section entitled “Risk Factors” in its annual report on Form 10-K for the year ended December 31, 2008. The Company does not undertake any obligation to update forward-looking statements contained in the press release. This press release contains forward-looking information about the Company that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may, “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, and statements about industry trends and the Company’s future performance, operations and products.
For investor and media inquiries, please contact:
In China
Harbin Electric, Inc.
Tel: +86-451-8611-6757
Email: MainlandIR@Tech-full.com
In the U.S.
Christy Shue
Harbin Electric, Inc.
Executive VP, Finance & Investor Relations
Tel: +1-631-312-8612
Email: cshue@HarbinElectric.com
Kathy Li
Christensen Investor Relations
Tel: +1-212-618-1987
Email: kli@christensenir.com
HARBIN ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
ASSETS
December 31, December 31,
2009 2008
CURRENT ASSETS:
Cash and cash equivalents $92,902,400 $48,412,263
Restricted cash 3,522,009 513,450
Notes receivable 1,086,929 1,451,977
Accounts receivable, net 93,322,885 30,284,080
Inventories 74,913,877 21,960,084
Other receivables & prepaid
expenses 5,828,453 248,552
Advances on inventory purchases 11,718,544 3,529,607
Total current assets 283,295,097 106,400,013
PLANT AND EQUIPMENT, net 156,364,548 94,931,999
OTHER ASSETS:
Debt issuance costs, net 359,255 1,672,279
Advances on equipment purchases 10,532,902 10,416,187
Advances on intangible assets 3,133,512 1,892,430
Goodwill 61,300,241 12,273,778
Other intangible assets, net of
accumulated amortization 14,245,984 6,430,397
Other assets 1,722,693 471,220
Deposit in derivative hedge -- 1,000,000
Total other assets 91,294,587 34,156,291
Total assets $530,954,232 $235,488,303
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable - short term $4,533,268 1,026,900
Accounts payable 47,102,564 8,415,919
Short term loan - bank 38,291,634 4,180,950
Short term loan - officers 918,342 --
Short term loan - others 5,229,653 --
Other payables 8,912,586 875,395
Accrued liabilities 3,292,999 1,914,397
Customer deposits 18,455,842 1,244,622
Taxes payable 8,230,512 2,096,521
Interest payable 123,730 800,954
Cross currency hedge payable -- 175,986
Current portion of notes payable,
net 7,660,210 1,979,871
Total current liabilities 142,751,340 22,711,515
LONG TERM LIABILITIES:
Amounts due to original
shareholder 28,681,976 733,500
Long term loan - bank 4,401,000 --
Notes payable - long term, net -- 31,630,995
Fair value of derivative
instrument -- 5,762,958
Warrant liability 4,623,558 --
Total liabilities 180,457,874 60,838,968
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common Stock, $0.00001 par value,
100,000,000 shares authorized,
31,067,471 and 22,102,078
shares issued and outstanding
as of December 31, 2009 and
2008, respectively 310 220
Paid-in-capital 218,094,374 95,029,290
Retained earnings 69,594,113 52,100,479
Statutory reserves 22,869,423 14,573,994
Accumulated other comprehensive
income 18,638,297 12,945,352
Total shareholders' equity 329,196,517 174,649,335
NONCONTROLLING INTERESTS 21,299,841 --
Total liabilities and
shareholders' equity $530,954,232 $235,488,303
HARBIN ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
For the Years ended December 31,
2009 2008 2007
REVENUES $223,234,394 $120,820,302 $65,402,864
COST OF SALES 146,622,220 73,343,521 32,967,887
GROSS PROFIT 76,612,174 47,476,781 32,434,977
RESEARCH AND DEVELOPMENT EXPENSE 2,093,366 1,170,169 1,064,074
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 18,671,507 11,913,435 7,659,611
INCOME FROM OPERATIONS 55,847,301 34,393,177 23,711,292
OTHER EXPENSE (INCOME), NET
Other (income) expenses, net (5,462,148) (1,575,224) 188,654
Interest expense, net 12,315,645 6,065,814 6,619,954
Loss on cross currency hedge
settlement 9,000,000 -- --
Gain on debt repurchase (4,155,000) -- --
Change in fair value of warrant 13,214,525 -- --
Total other expense, net 24,913,022 4,490,590 6,808,608
INCOME BEFORE PROVISION FOR INCOME
TAXES 30,934,279 29,902,587 16,902,684
PROVISION FOR INCOME TAXES 7,796,084 4,523,888 --
NET INCOME BEFORE NONCONTROLLING
INTEREST 23,138,195 25,378,699 16,902,684
LESS: NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTEREST 3,491,414 -- --
NET INCOME ATTRIBUTABLE TO
CONTROLLING INTEREST $19,646,781 $25,378,699 $16,902,684
EARNINGS PER SHARE
Basic
Weighted average number of
shares 25,568,936 20,235,877 17,082,300
Earnings per share before
noncontrolling interest $0.90 $1.25 $0.99
Earnings per share
attributable to controlling
interest $0.77 -- --
Earnings per share
attributable to
noncontrolling interest $0.14 -- --
Diluted
Weighted average number of
shares 25,672,420 21,323,660 18,634,739
Earnings per share before
noncontrolling interest $0.90 $1.19 $0.91
Earnings per share
attributable to controlling
interest $0.77 -- --
Earnings per share
attributable to
noncontrolling interest $0.13 -- --
HARBIN ELECTRIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
2009 2008
REVENUES $107,213,986 $34,743,375
COST OF SALES 71,150,100 23,254,173
GROSS PROFIT 36,063,886 11,489,202
RESEARCH AND DEVELOPMENT EXPENSE 823,255 755,438
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 9,278,386 3,720,236
INCOME FROM OPERATIONS 25,962,245 7,013,528
OTHER EXPENSE (INCOME), NET
Other (income) expenses, net (1,759,234) (620,042)
Interest expense, net 1,553,417 529,760
Loss on cross currency hedge
settlement -- --
Gain on debt repurchase -- --
Change in fair value of warrant 1,036,610 --
Total other expense (income),
net 830,793 (90,282)
INCOME BEFORE PROVISION FOR INCOME
TAXES 25,131,452 7,103,810
PROVISION FOR INCOME TAXES 3,320,263 1,062,958
NET INCOME BEFORE NONCONTROLLING
INTEREST 21,811,189 6,040,852
LESS: NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTEREST 3,491,414 --
NET INCOME ATTRIBUTABLE TO
CONTROLLING INTEREST $18,319,775 $6,040,852
EARNINGS PER SHARE
Basic $0.59 $0.28
Diluted $0.59 $0.27
Mar. 10, 2010 (Business Wire) — Oculus Innovative Sciences, Inc. (Nasdaq: OCLS), a commercial medical technology company that develops, manufactures and markets a family of products based upon the Microcyn® Technology platform, today announced that it has received new 510(k) clearance from the U.S. Food and Drug Administration (FDA) for new dermatology indications for Microcyn® Skin and Wound HydroGel. The Rx product, under the supervision of a healthcare professional, Microcyn Skin and Wound HydroGel is intended for management of wounds including itch and pain relief associated with dermal irritation, sores, injuries and ulcers of dermal tissue.
Microcyn-based products, branded as Microcyn Skin and Wound Care and Microcyn Skin & Wound HydroGel in the United States, Microdacyn60™ in Mexico, Dermacyn™ Wound Care in Europe and China and Oxum in India, have treated over two million patients worldwide without a single report of a serious adverse effect.
Noridian Administrative Services LLC, which is the pricing, data analysis and coding contractor for the Medicare program, has assigned Medicare HCPCS code #A6248 to the Microcyn HydroGel.
“We are especially excited to receive our first FDA clearance for the Microcyn HydroGel for dermatology indications including the reduction of itch and pain relief for troublesome skin afflictions,” said Hoji Alimi, founder and CEO of Oculus.
Microcyn HydroGel for dermatology indications will be commercially available in April 2010. Oculus is partnering with a series of independent sales groups in key metropolitan regions with a combined thirty-six person commissioned-based sales team experienced in dermatology, which will focus on the dermatology market including cosmetic and plastic surgeons, pediatricians, aesthetic clinics and dermatologists. For more information, pricing or pre-ordering, please telephone 1-800-931-3205.
According to a report from Business Insights, in terms of size, the United States market dominates the global dermatology market, responsible for some 41.2% of sales or $4.6 billion in 2005.
About Oculus Innovative Sciences
Oculus Innovative Sciences is a commercial medical technology company that designs, produces and markets safe and effective tissue care products based upon the Microcyn® Technology platform, which significantly reduces the need for antibiotics while reducing infections and accelerating healing. The Microcyn Technology addresses the need for improved solutions in multiple markets including dermatology, oral care, cosmeceutical, wound care and others. It features a biocompatible, shelf-stable solution that is currently commercialized in the United States, Europe, India, China and Mexico and select Middle East countries under various country specific regulatory clearances and approvals. Several solutions derived from this platform have demonstrated, in a variety of research and investigational studies, the ability to treat a wide range of pathogens, including antibiotic-resistant strains of bacteria (including MRSA and VRE), viruses, fungi and spores, increase blood flow to the wound site, and reduce both inflammation and pain while assisting in faster wound closure. The company’s headquarters are in Petaluma, California, with operations in Latin America. More information can be found at www.oculusis.com.
Forward-Looking Statements
Except for historical information herein, matters set forth in this press release are forward-looking within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the Company’s commercial and technology progress and future financial performance. These forward-looking statements are identified by the use of words such as “intended” and “will be,” among others. Forward-looking statements in this press release are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including such risks that regulatory clinical and guideline developments may change, scientific data may not be sufficient to meet regulatory standards or receipt of required regulatory clearances or approvals, clinical results may not be replicated in actual patient settings, protection offered by the Company’s patents and patent applications may be challenged, invalidated or circumvented by its competitors, the available market for the Company’s products will not be as large as expected, the Company’s products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to fund further development and clinical studies, the Company may not meet its future capital needs, and its ability to obtain additional funding, as well as uncertainties relative to varying product formulations and a multitude of diverse regulatory and marketing requirements in different countries and municipalities, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission including the annual report on Form 10-K for the year ended March 31, 2009. Oculus Innovative Sciences disclaims any obligation to update these forward-looking statements except as required by law.
Oculus Innovative Sciences, Microcyn, Dermacyn and Vetericyn are trademarks or registered trademarks of Oculus Innovative Sciences, Inc. All other trademarks and service marks are the property of their respective owners.

BRISBANE, Calif., March 9 /PRNewswire-FirstCall/ — InterMune, Inc. (Nasdaq: ITMN) announced today that the U.S. Food and Drug Administration’s (FDA) Pulmonary-Allergy Drugs Advisory Committee (PADAC) voted 9-3 to recommend approval of Esbriet® (pirfenidone) for the treatment of patients with idiopathic pulmonary fibrosis (IPF) to reduce decline in lung function.
IPF is a rare and fatal lung disease that affects approximately 200,000 people in the United States and Europe. If approved by the FDA for commercialization, Esbriet would be the first medication to be made available to IPF patients in the United States.
“We are pleased with the outcome of today’s Advisory Committee meeting,” said Dan Welch, Chairman, Chief Executive Officer and President of InterMune. “We look forward to working closely with the FDA as review of the Esbriet NDA continues.”
Though the Advisory Committee’s recommendations are not binding, they will be considered as the FDA completes its review of the New Drug Application (NDA) for Esbriet. Esbriet received Orphan Drug, Fast Track and Priority Review designations by the FDA. Priority Review designation may be granted by the FDA to an NDA for drugs that have the potential to offer major advances in treatment, or provide a treatment where no adequate therapy exists. A target date of May 4, 2010 has been set under the Prescription Drug User Fee Act (PDUFA).
Status of Esbriet (pirfenidone) in Europe
On March 2, 2010, InterMune announced that it had submitted a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA), seeking approval to market Esbriet for the treatment of IPF patients in the European Union. Esbriet (pirfenidone) has been granted Orphan Drug status in Europe.
Conference Call and Webcast Details
InterMune will host a conference call today at 5:00 p.m. EST to discuss Esbriet. Interested investors and others may participate in the conference call by dialing 888-799-0528 (U.S.) or 973-200-3372 (international), conference ID# 61659499. A replay of the webcast and teleconference will be available approximately three hours after the call.
To access the webcast, please log on to the company’s website at www.intermune.com at least 15 minutes prior to the start of the call to ensure adequate time for any software downloads that may be required.
The teleconference replay will be available for 10 business days following the call and can be accessed by dialing 800-642-1687 (U.S.) or 706-645-9291 (international), and entering the conference ID# 61659499.
About Esbriet (pirfenidone)
Preclinical and in-vitro evidence has shown that Esbriet has both anti-fibrotic and anti-inflammatory effects. In February 2009, InterMune announced the results of the company’s two global Phase 3 clinical trials evaluating Esbriet for the treatment of IPF, known as the CAPACITY trials. Prior to the CAPACITY results, data had previously been presented from another Phase 3 study and three Phase 2 clinical trials in more than 400 patients which suggested that Esbriet may positively affect lung function and disease progression in patients with IPF. In those clinical studies, Esbriet was safe and generally well tolerated, with the most frequent side effects reported being photosensitivity rash and gastrointestinal symptoms. In October of 2008, pirfenidone was approved for use in IPF patients in Japan and is marketed as Pirespa® by Shionogi & Co. Ltd. in that country.
About IPF
Idiopathic pulmonary fibrosis (IPF) is a progressive, debilitating and ultimately fatal disease that affects approximately 200,000 people in Europe and the United States combined, with approximately 30,000 new cases reported per year in each region.
IPF is characterized by inflammation and scarring (fibrosis) in the lungs, hindering the ability to process oxygen and causing shortness of breath (dyspnea) and cough and is a progressive disease, meaning that over time, lung scarring and symptoms increase in severity. The median survival time from diagnosis is two to five years, with a five-year survival rate of approximately 20%. Patients diagnosed with IPF are usually between the ages of 40 and 70, with a median age of 63 years and the disease tends to affect slightly more men than women. There are no medicines approved in Europe and the United States for the treatment of IPF.
About InterMune
InterMune is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and hepatology. InterMune has an R&D portfolio addressing idiopathic pulmonary fibrosis (IPF) and hepatitis C virus (HCV) infections. The pulmonology portfolio includes Esbriet® (pirfenidone) for which InterMune has completed a Phase 3 program in patients with IPF (CAPACITY) and a New Drug Application (NDA) has been accepted for Priority Review by the FDA and a Marketing Authorization Application (MAA) has been submitted to the European Medicines Agency (EMA). The hepatology portfolio includes the HCV protease inhibitor compound RG7227 (ITMN-191) that entered Phase 2b in August 2009 and a second-generation HCV protease inhibitor research program. For additional information about InterMune and its R&D pipeline, please visit www.intermune.com
.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934, as amended, which reflect InterMune’s judgment and involve risks and uncertainties as of the date of this release, including without limitation the statements related to anticipated regulatory timelines and the likelihood of regulatory success. All forward-looking statements and other information included in this press release are based on information available to InterMune as of the date hereof, and InterMune assumes no obligation to update any such forward-looking statements or information. InterMune’s actual results could differ materially from those described in InterMune’s forward-looking statements. Pirfenidone failed to achieve statistical significance on the primary endpoint in one of its two pivotal clinical trials and there can be no assurance that the regulatory authorities in either the United States or Europe will grant regulatory approval based upon these data, in combination with the other efficacy analyses and safety results the company has submitted in support of its NDA and MAA filings. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in detail under the heading “Risk Factors” in InterMune’s most recent annual report on Form 10-K filed with the SEC on March 16, 2009 (the “Form 10-K”), those additional risks and uncertainties relating InterMune and its business found in the risk factors attached as Exhibit 99.3 to InterMune’s Form 8-K filed with the SEC on January 20, 2010, and in the Prospectus Supplement filed with the SEC on January 21, 2010, and other periodic reports filed with the SEC, including the following: (i) risks related to the long, expensive and uncertain clinical development and regulatory process, including having no unexpected safety, toxicology, clinical or other issues or delays in anticipated timing of the regulatory approval process; (ii) risks related to failure to achieve the clinical trial results required to commercialize our product candidates; and (iii) risks related to timely patient enrollment and retention in clinical trials. The risks and other factors discussed above should be considered only in connection with the fully discussed risks and other factors discussed in detail in the Form 10-K, the Form 8-K, the Prospectus Supplement and InterMune’s other periodic reports filed with the SEC. InterMune undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in InterMune’s expectations.
ABBOTT PARK, Illinois and REDWOOD CITY, California, March 9, 2010 /PRNewswire/ —
– Provides Promising Biologic Intended to Treat Multiple Sclerosis and Compounds that Complement Abbott’s Existing Diverse Oncology Program
Abbott (NYSE: ABT) and Facet Biotech Corporation (Nasdaq: FACT) announced today a definitive agreement for Abbott to acquire Facet, enhancing Abbott’s early- and mid-stage pharmaceutical pipeline. Abbott will acquire Facet for US$27 per share in cash for a net transaction value of approximately US$450 million, which includes a purchase price of approximately US$722 million less Facet’s projected cash and marketable securities at closing of approximately US$272 million.
The acquisition brings access to biologics in two key therapeutic areas, immunology and oncology. The compounds include daclizumab – a Phase II investigational biologic intended to treat multiple sclerosis (MS) that is expected to move into Phase III development in the second quarter 2010 – and oncology compounds in early- to mid-stage development. Daclizumab is being developed in collaboration with Biogen Idec and certain oncology compounds are being developed in collaboration with other parties.
“This acquisition will further strengthen Abbott’s biologics capabilities and pharmaceutical pipeline,” said John Leonard, M.D., senior vice president, global pharmaceutical research and development, Abbott. “Daclizumab is a promising treatment for multiple sclerosis, a disease that has a significant unmet medical need, and has the potential to become an important treatment option for patients. We continue to explore multiple mechanisms to treat autoimmune diseases and cancer with both biologic and small molecule approaches.”
“We believe this transaction provides full and fair value for our stockholders and validates the potential of Facet’s clinical and technology assets, all of which has resulted from the effort and dedication of our employees,” said Faheem Hasnain, president and chief executive officer, Facet Biotech. “Abbott’s depth of expertise in immunology and oncology makes it an excellent organization to maximize the full potential of these promising clinical programs and technologies.”
Multiple sclerosis is an inflammatory disease of the central nervous system affecting more than 1 million people worldwide, and is characterized by lesions in the brain and spinal cord. Daclizumab is a humanized antibody that binds to the high affinity IL-2 receptor and selectively inhibits this receptor on activated T cells. Studies to date have shown that daclizumab may reduce the inflammatory lesions associated with MS and has the potential to offer enhanced efficacy over many existing MS therapies along with a favorable safety profile.
Facet’s oncology collaborations include early- and mid-stage compounds that are being studied to treat different types of cancer, including multiple myeloma and chronic lymphocytic leukemia.
These novel compounds in development complement Abbott’s leading-edge research in oncology, which includes three compounds in mid- to late-stage trials: ABT-263, a Bcl-2 family protein antagonist; ABT-888, a PARP inhibitor; and ABT-869, a multi-targeted kinase inhibitor.
Abbott is also advancing treatments for conditions such as Alzheimer’s disease, schizophrenia, hepatitis C and pain.
Under the terms of the agreement, Abbott will promptly commence a tender offer to purchase all outstanding shares of Facet Biotech at US$27 per share. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Facet’s common stock on a fully diluted basis and the satisfaction of regulatory and other customary conditions. The transaction has been approved on behalf of the boards of directors of Facet and Abbott. Approval of the transaction by Abbott’s shareholders is not required.
The transaction is expected to close in the second quarter of 2010. Abbott would expect to incur one-time specified charges following the closing of the acquisition, which will be defined at a later date. This transaction does not impact Abbott’s previously issued ongoing earnings-per-share guidance for 2010.
Centerview Partners served as financial advisor to Facet Biotech and rendered a fairness opinion to Facet Biotech’s board of directors in connection with the transaction.
About Facet Biotech
Facet Biotech is a biotechnology company dedicated to advancing its pipeline of five clinical-stage products focused in multiple sclerosis and oncology, leveraging its research and development capabilities to identify and develop new oncology drugs and applying its proprietary next-generation protein engineering technologies to potentially improve the clinical performance of protein therapeutics. Facet Biotech has development collaborations with Biogen Idec, Bristol-Myers Squibb Company and Trubion Pharmaceuticals. For additional information about the company, please visit www.facetbiotech.com.
About Abbott
Abbott is a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs approximately 83,000 people and markets its products in more than 130 countries.
Abbott’s news releases and other information are available on the company’s Web site at www.abbott.com.
Additional Information
The tender offer for shares of Facet Biotech Corporation described in this press release has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Abbott will file a tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) with the U.S. Securities and Exchange Commission (SEC) and Facet Biotech will file with the SEC a solicitation/recommendation statement with respect to the offer. Stockholders of Facet Biotech are strongly advised to read the tender offer statement and the related solicitation/recommendation statement, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all stockholders of Facet Biotech at no expense to them. These documents will be available at no charge on the SEC’s web site at http://www.sec.gov.
Facet Biotech Forward Looking Statement
This press release contains forward-looking statements of Facet Biotech that are not historical facts. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results. The factors include risks and uncertainties associated with the tender offer, including uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of Facet Biotech’s stockholders will tender their shares in the offer, the risk that competing offers will be made, and the possibility that various closing conditions for the transaction may not be satisfied or waived. Other factors that may cause Facet Biotech’s actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in Facet Biotech’s filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” sections of the Company’s periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of Facet Biotech’s filings with the SEC may be obtained at the “Investor” section of Facet Biotech’s website at www.facetbiotech.com. Facet Biotech expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Facet Biotech’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based for any reason, except as required by law, even as new information becomes available or other events occur in the future. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
Abbott Forward Looking Statement
Some statements in this news release, including statements regarding the anticipated closing of the above transaction and the effect on Abbott’s financial performance, may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Among other things, these factors include the risk that the acquisition will not be completed because the tender offer did not proceed as anticipated or closing conditions to the acquisition were not satisfied. Economic, competitive, governmental, technological and other factors that may affect Abbott’s operations are discussed in Item 1A, “Risk Factors,” to Abbott’s Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2009, and are incorporated by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments. To the extent that Abbott’s statements refer to the prospects of Facet Biotech’s business, such statements are qualified by Facet Biotech’s forward looking statement language appearing above.
Mar. 9, 2010 (Business Wire) — Reed’s, Inc. (NASDAQ:REED), maker of top-selling sodas in natural food stores nationwide, and Jones Soda Co. (NASDAQ: JSDA), a leader in the premium soda category and known for its unique branding and innovative marketing, announced today that the two companies have entered into a Letter of Intent (LOI) regarding a merger, with Reed’s as the surviving company. The combination would unite a number of leading premium soda brands, such as Reed’s Ginger Brew, Virgil’s, and Jones Soda. The proposed merger would also provide the two companies with the opportunity to realize the potential benefits of increased size and scale, as well as cost efficiencies in several aspects of the combined business, including administration, operations, and customer interface. The strength of the Reed’s portfolio in the direct selling channel combined with Jones Soda’s strong national distributor structure allows for future growth opportunities for each company’s brands across these channels.
The non-binding provisions of the LOI contemplate a merger transaction in which Reed’s would acquire Jones Soda for a combination of cash and Reed’s common stock. The shareholders of Jones Soda would receive an aggregate of 4.5 million shares of Reed’s common stock (or approximately 0.17 of a share of Reed’s common stock per share of Jones Soda common stock based on current Jones Soda shares outstanding) and cash of $0.10 per share of Jones Soda common stock (or an aggregate of approximately $2.56 million based on current shares outstanding). There is no financing contingency as Reed’s would use its best efforts to secure the cash portion of the consideration, and if it is unable to secure all or part of this cash, any deficit would instead be paid in additional shares of Reed’s common stock, with the aggregate number of shares equal to the amount of the cash deficit divided by $1.70.
Mr. Chris Reed, Founder, Chairman and CEO of Reed’s stated, “We have watched Jones for years and have been impressed with its innovative marketing programs, strong brand recognition, and loyal customer following. I am confident that our portfolio of brands will benefit from Jones Soda’s marketing savvy as well as its organization’s deep mainstream distribution relationships. At the same time, we believe our strong infrastructure and operational capabilities will help drive important efficiencies through Jones Soda’s supply chain. With minimal customer and demographic overlap between our combined brands, we believe this transaction also provides us with compelling merchandising and growth opportunities in the years ahead.”
Jones Soda retained North Point Advisors in February 2009 to assist in evaluating the company’s strategic alternatives. Since that time, Jones has reviewed a broad range of strategic alternatives to enhance shareholder value.
Rick Eiswirth, Chairman of the Board of Jones Soda Co., stated, “Over the past year we have taken numerous steps to reduce our expenses and reinvigorate our top line in order to return to profitability. Unfortunately, the challenging economic environment combined with our current capitalization has made it extremely difficult to operate on a standalone basis. After evaluating a range of strategies aimed at improving our outlook, our Board of Directors determined that the proposed merger with Reed’s offers our shareholders the most compelling long-term benefits of the available alternatives. We believe the combination of Jones and Reed’s will create a substantially larger beverage business with a more powerful operating platform and a brighter future. We are especially pleased that the Jones shareholders will be able to participate in the potential upside of the combined business, as a meaningful portion of the consideration is in the form of Reed’s stock.”
Jones Soda also announced that Joth Ricci will be stepping down as Chief Executive Officer effective April 2, 2010 in order to pursue other business opportunities. Joth Ricci commented, “I have truly enjoyed my time at Jones Soda and I’m pleased with the work our team has done to improve many aspects of our business. Unfortunately, due to the current market conditions, it has taken longer than anticipated to produce the necessary top line results to effectively return to profitability and stem our cash burn. However, I remain confident in the strength of the Jones Soda brand and believe the proposed merger with Reed’s provides Jones Soda an improved platform from which to capitalize on its future prospects and is in the best interests of its shareholders.”
Under the binding provisions of the LOI, Reed’s and Jones Soda have until April 5, 2010 to negotiate a definitive agreement on an exclusive basis. If Jones Soda receives an unsolicited acquisition, financing or other strategic transaction proposal that the Board of Directors of Jones Soda determines is superior to the proposed merger transaction with Reed’s, then Jones Soda may terminate the LOI and reimburse Reed’s for its third party out-of-pocket expenses (not to exceed $75,000).
Since the transaction terms of the LOI are non-binding, they are subject to the negotiation, execution and delivery of a definitive agreement approved by the respective Boards of Directors of each company. Accordingly, the proposed terms of the transaction are subject to change, and there can be no assurance that Reed’s and Jones Soda will enter into a definitive agreement on the terms outlined above, if at all, or that any transaction between the parties will ultimately be consummated. The companies do not intend to disclose developments with respect to negotiation of the definitive agreement until their respective Boards of Directors deem it appropriate.
The transaction would also be subject to approval of the shareholders of both Jones Soda and Reed’s.
About Reed’s, Inc.
Reed’s, Inc. makes top selling sodas in natural food markets nationwide and is currently selling in 10,500 supermarkets in natural foods and mainstream. Its six award-winning non-alcoholic Ginger Brews are unique in the beverage industry, being brewed, not manufactured and using fresh ginger, spices and fruits in a brewing process that predates commercial soft drinks.
In addition, the Company owns a top selling root beer line in natural foods, the Virgil’s Root Beer product line, and a top selling cola line in natural foods, the China Cola product line. Recently, Reed’s added the Sonoma Sparkler brands to its line, a celebration drink with an established customer base. Other product lines include: Reed’s Ginger Candies and Reed’s Ginger Ice Creams.
Reed’s products are sold through specialty gourmet and natural food stores, mainstream supermarket chains, retail stores and restaurants nationwide, and in Canada. For more information about Reed’s, please visit the company’s website at: http://www.reedsgingerbrew.com or call 800-99-REEDS.
Follow Reed’s on Twitter at: http://www.twitter.com/reedsgingerbrew
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About Jones Soda Co.
Headquartered in Seattle, Washington, Jones Soda Co. ® markets and distributes premium beverages under the Jones Soda, Jones Pure Cane Soda™, Jones 24C™, Jones GABA®, Jones Organics™, Jones Naturals® and Whoopass Energy Drink® brands and sells through its distribution network in markets primarily across North America. A leader in the premium soda category, Jones is known for its variety of flavors and innovative labeling technique that incorporates always-changing photos sent in from its consumers. Jones Soda is sold through traditional beverage retailers. For more information visit www.jonessoda.com, www.myjones.com, and www.jonesGABA.com.
Additional Information and Where to Find It
If Reed’s and Jones enter into a definitive agreement relating to the proposed merger, Reed’s plans to file with the SEC a Registration Statement on Form S 4 in connection with the transaction, and Jones Soda plans to file with the SEC and mail to its shareholders a Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Reed’s, Jones Soda, the transaction and related matters. Investors and shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. Investors and shareholders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Reed’s and Jones Soda through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus from Reed’s by contacting Andrew W. Haag at IRTH Communications at (866) 976-4784, or from Jones Soda by contacting Michael O’Brien at (206)-624-3357.
Reed’s and its directors and executive officers, and Jones Soda and its directors and officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Jones Soda in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above. Additional information regarding the directors and executive officers of Jones Soda is also included in Jones Soda’s annual report on Form 10-K filed with the SEC on March 16, 2009. Additional information regarding the directors and executive officers of Reed’s is also included in Reed’s annual report on Form 10-K filed with the SEC on March 27, 2009, as amended.
Forward-Looking Statements Disclosure
Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the potential future benefits of the proposed merger, including growth opportunities for each company’s brands, the combined company’s ability to realize cost efficiencies, and the ability of Reed’s infrastructure and operational capabilities to drive efficiencies through Jones Soda’s supply chain. Forward-looking statements include all passages containing words such as “aims,” “anticipates,” “becoming,” “believes,” “continue,” “estimates,” “expects,” “future,” “intends,” “plans,” “predicts,” “projects,” “targets,” or “upcoming,” variations of such words, and similar expressions. Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be evaluated by events that will occur in the future. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The risks and uncertainties that may affect forward-looking statements include, among others, the inability of the parties to reach a definitive agreement on the terms outlined in this press release, if all, or to consummate the transaction for any reason, including as a result of the failure to satisfy any condition to closing set forth in the definitive agreement; the inability of the combined business to achieve levels of revenue and cost reductions that are adequate to support its capital and operating requirements, or to generate sufficient cash flow from operations, or to obtain funds through additional financing, to support its business plan; the impact of current and any future adverse economic conditions; the inability of the combined business to establish distribution arrangements with distributors, retailers or national retail accounts, or to maintain relationships with its co-packers or third party brewers, or to maintain a consistent and cost-effective supply of raw materials, or to maintain brand image and product quality, or to protect its intellectual property; the impact of increasing costs of fuel and freight; the impact of competition; and other factors detailed from time to time in Jones Soda’s and Reed’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance upon any such forward-looking statements, which are based on management’s beliefs and opinions at the time the statements are made, and neither Jones Soda nor Reed’s undertakes any obligations to update forward-looking statements should circumstances or management’s beliefs or opinions change.
Mar. 9, 2010 (Business Wire) — RF Monolithics, Inc. (NASDAQ: RFMI) (“RFM”) a leader in machine-to-machine (M2M) wireless communications announced today that it has secured a multi-year agreement with a major medical equipment manufacturer for its ultra-low power short-range radio, the Virtual Wire™ transceiver. The product has taken several years to attain various levels of qualification and is now in volume production. The agreement sets forth the customer’s intent to continue use of this product, in volume, for the next 5 years. The terms of this supply agreement, including the name of the customer, are covered under a confidentiality agreement.
“RFM’s ultra-low power short-range radio, Virtual Wire™, has been designed into various medical devices in recent years. This business, along with our custom modules, specific to medical applications, has driven this market segment to as much as 24% of our total business in recent quarters. There are multiple applications for RFM’s enabling products ranging from diagnostic communication devices to patient monitoring equipment. These applications give us a solid footprint into a rapidly growing wireless market for years to come. We continue to seek additional innovative opportunities as M2M standards emerge in the medical market,” said David M. Kirk, President and CEO of RFM.
These wireless systems, meet Federal Communications Commission (FCC) and Medical Implant Communications Services (MICS) guidelines. The ultra-low power Virtual Wire™ transceiver is an enabling technology. Other medical industry standards, such as the Continua Health Alliance standards and the Wireless Medical Telemetry Standard (WMTS), are also opportunities for RFM’s broad product portfolio.
About RFM
RF Monolithics, Inc., headquartered in Dallas, Texas, is a provider of solutions-driven, technology-enabled wireless connectivity for a broad range of wireless applications—from individual standardized and custom components to modules for comprehensive industrial wireless sensor networks and machine-to-machine (M2M) technology. For more information on RF Monolithics, Inc., please visit the Company’s website at http://www.RFM.com.
About MICS
Medical Implant Communications Service (MICS) is an ultra-low power, unlicensed, mobile radio service for transmitting data in support of diagnostic or therapeutic functions associated with implanted medical devices. The MICS permits individuals and medical practitioners to utilize ultra-low power medical implant devices, such as cardiac pacemakers and defibrillators, without causing interference to other users of the electromagnetic radio spectrum. MICS transmitters may not operate with an effective isotropic radiated power (EIRP) greater than 25 microwatts. MICS transmitter emissions are limited to an authorized bandwidth of 300 kHz and must maintain a frequency stability of +/-100 ppm of the operating frequency. Operations rules and technical regulations applicable to MICS transmitters are found within 47 CFR 95.601-95.673 Subpart E.
About WMTS
The wireless medical telemetry standard (WMTS) was officially adopted by the Federal Communications Commission (FCC) on June 8, 2000. The service rules for the equipment and use of the WMTS include limitations on transmitter output power, out of band emissions, and protection of other services. WMTS designated frequency ranges are 608 to 614 MHz; 1395 to 1400 MHz; and 1429 to 1432 MHz. WMTS generally is the remote monitoring of a patient’s health through radio technology. The use of wireless medical telemetry gives patients greater mobility and increased comfort by freeing them from the need to be connected to hospital equipment that would otherwise be required to monitor their condition. Wireless medical telemetry also serves the goal of reducing health care costs because it permits the remote monitoring of several patients simultaneously. All types of communications except voice and video are permitted on both a bi-directional and unidirectional basis, provided that all communications are related to the provision of medical care.
About Continua
Continua Health Alliance is a non-profit, open industry coalition of health care and technology companies joining together in collaboration to improve the quality of personal health care. With more than 220 member companies around the world, Continua is dedicated to establishing a system of interoperable personal health solutions with the knowledge that extending those solutions into the home fosters independence, empowers individuals and provides the opportunity for personalized health and wellness management.
Forward-Looking Statements
This news release contains forward-looking statements, made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Statements of the plans, objectives, expectations and intentions of RFM and/or its wholly-owned subsidiaries (collectively, the “Company” or “we”) involve risks and uncertainties. Statements containing terms such as “believe,” “expect,” “plan,” “anticipate,” “may” or similar terms are considered to contain uncertainty and are forward-looking statements. Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market and statements regarding our mission and vision, future financial and operating results. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, including risks related to economic conditions as related to our customer base, collection of receivables from customers who may be affected by economic conditions, maintaining favorable terms of sales with customers and suppliers, the highly competitive market in which we operate, rapid changes in technologies that may displace products sold by us, declining prices of products, our reliance on distributors, delays in product development efforts, uncertainty in customer acceptance of our products, changes in our level of sales or profitability, manufacturing and sourcing risks, availability of materials, cost of components for our products, product defects and returns, as well as the other risks detailed from time to time in our SEC reports, including the report on Form 10-K for the year ended August 31, 2009. We do not assume any obligation to update any information contained in this release.

NEW YORK and NEW DELHI, March 8 /PRNewswire-FirstCall/ — ExlService Holdings, Inc., a leading provider of outsourcing and transformation services, today announced plans to set up two new delivery centers in Noida and Jaipur in India. These centers will expand EXL’s global services capacity, support new client acquisitions and enable greater flexibility to meet client requirements. It will also strengthen EXL’s ability to provide a stronger business continuity framework.
The new facilities are located in Special Economic Zones (SEZ). The cost and tax structures of SEZ facilities would help sustain EXL’s competitiveness in the global market. With the addition of these two facilities, EXL will have 16 delivery centers and offices spread across ten locations in six countries.
“It is essential for EXL to provide our clients with a world-class infrastructure that meets their multi-shore global delivery requirements. The expanded service delivery will effectively sustain our leadership position while creating new value propositions for our clients,” said Rohit Kapoor, President and Chief Executive Officer of EXL. “Noida and Jaipur are strategic locations because both these regions offer rich talent pools, robust support infrastructure and are in close proximity to several other EXL delivery centers.”
The new Noida facility will have a capacity of over 800 seats spread over 100,000 square feet in the first phase and another 1400 spread over 120,000 square feet in the second phase. The first phase is expected to be operational in the third quarter of 2010. Noida is currently home to six delivery centers of EXL.
The Jaipur facility will be EXL’s first center in a tier two Indian location. Jaipur is located approximately 250 kilometers from New Delhi. It is an attractive location due to lower operating costs and ease of access to a qualified talent pool. This facility will have a capacity of approximately 500 seats spread over 38,000 square feet and is expected to be operational in the second quarter of 2010. EXL will focus on providing finance and accounting and transaction processing services from this facility.
About ExlService Holdings, Inc.
ExlService Holdings, Inc. (Nasdaq: EXLS) is a leading provider of outsourcing and transformation services. EXL’s outsourcing services include a full spectrum of business process outsourcing services from offshore delivery centers requiring ongoing process management skills. Transformation services enable continuous improvement of client processes by bringing together EXL’s capabilities in decision analytics, risk and financial management and operations and process excellence services. Headquartered in New York, EXL primarily serves the needs of Global 1000 companies in the insurance, utilities, financial services, transportation and travel sectors. Find additional information about EXL at www.exlservice.com.
This press release contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements include information concerning the Company’s possible or assumed future results of operations, including descriptions of its business strategy. These statements may include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of management’s experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors are discussed in more details in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. These risks could cause actual results to differ materially from those implied by forward-looking statements in this release.
You should keep in mind that any forward-looking statement made herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect the Company. The Company has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.
LYNBROOK, N.Y., March 8 /PRNewswire-FirstCall/ — BioSpecifics Technologies Corp. (Nasdaq: BSTC), a biopharmaceutical company developing first in class collagenase-based products, today announced that XIAFLEX™ is now available in the U.S. by prescription, for the treatment of adult Dupuytren’s contracture patients with a palpable cord. Dupuytren’s contracture is a debilitating disease resulting from excessive collagen deposition that causes contractures of the fingers.
“We’re excited that XIAFLEX is now available to Dupuytren’s contracture patients after many years of hard work,” said Thomas Wegman, President of BioSpecifics. “In addition our shareholders will benefit as we begin to receive royalties, as well as a markup on cost of goods sold and other payments. We look forward to XIAFLEX’s future success.”
The Company’s partner, Auxilium Pharmaceuticals Inc., announced earlier today that the Company has established a distribution system that will allow health care providers to access XIAFLEX in an office setting through specialty distributors and specialty pharmacies or, in the institutional setting, through selected wholesalers. Physicians can receive XIAFLEX after they have undergone training on XIAFLEX, and enrolled themselves and their site of care in the distribution network.
About BioSpecifics Technologies Corp.
BioSpecifics Technologies Corp. is a biopharmaceutical company that has developed injectable collagenase for eleven clinical indications, three of which include: Dupuytren’s contracture, Peyronie’s disease, and frozen shoulder (adhesive capsulitis). Its strategic partner Auxilium has announced the approval of XIAFLEX by the FDA in the U.S. for the treatment of Dupuytren’s contracture. Pfizer, Inc. is responsible for marketing XIAFLEX in Europe. More information about the company may be found on its website at www.biospecifics.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding the company’s strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, its expected revenue growth, and any other statements containing the words “believes”, “expects”, “anticipates”, “plans”, “estimates” and similar expressions, are forward-looking statements. There are a number of important factors that could cause its actual results to differ materially from those indicated by such forward-looking statements, including the ability of its partner Auxilium to achieve a successful launch of XIAFLEX for Dupuytren’s in the United States, obtain regulatory approval of XIAFLEX™ in the United States for Peyronie’s disease and the ability of Pfizer to obtain regulatory approval of XIAFLEX™ in its territory for Dupuytren’s contracture and Peyronie’s disease, which will determine the amount of milestone, royalty and sublicense income payments it may receive; the amount of earn out payments it may receive from DFB Biotech Inc. and its affiliates; whether Auxilium exercises its option under the Company’s license and development agreement for additional indications; the potential benefits of its existing license and development agreements; its estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and other factors identified in the Company’s Form 10-K for the year ended December 31, 2008 and the Form 10-Q for the quarter ended September 30, 2009 and any subsequent reports filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
Mar. 8, 2010 (PR Newswire) —
- $6.2 million in funding to Ballard for fuel cell research and
development projects
- Ballard will collaborate with leading U.S. technology partners
- Projects will focus on fuel cell durability and cost to enable
widespread commercialization of fuel cells for diverse applications
VANCOUVER, March 8 /PRNewswire-FirstCall/ – Ballard Power Systems (TSX: BLD; NASDAQ: BLDP) announced today that it has $6.2 million in project funding from the U.S. Department of Energy (DOE) under contract over a four year period. Ballard Material Products, a U.S. subsidiary of Ballard Power Systems, was awarded $4.1 million as prime for a contract that will focus on improvements in fuel cell durability and cost. Additionally, Ballard will be sub-contractor to leading U.S. technology organizations for several other fuel cell research and development projects funded by the DOE.
“We are excited to be working with a technology leader such as Ballard Power Systems,” said Dr. Rod Borup, Fuel Cell Program Manager, Institute for Hydrogen and Fuel Cell Research at Los Alamos National Laboratory, one of Ballard’s project partners. “This is important work in support of the DOE goal to move fuel cell technology closer to large scale commercialization. Our collaborations with Ballard are in the areas of understanding and improving fuel cell durability and reducing technology cost, which are the primary enablers to rapid market adoption of fuel cell systems.”
Over eighty percent of the announced DOE funding has been allocated to projects aimed at increased durability and cost reduction, with the remaining funds focused on water management modeling. The project for which Ballard Material Products will be prime is meant to improve the understanding of fuel cell materials and components degradation, leading to recommended mitigation strategies to facilitate further commercialization. Resulting advancements will facilitate commercialization of fuel cells for a range of applications, including stationary power generation.
In addition to Los Alamos National Laboratory, Ballard will be partnering with other leading U.S. technology organizations, including Lawrence Berkeley National Laboratory, Sandia National Laboratory, Georgia Institute of Technology, Michigan Technical University, University of Hawaii at Manoa and University of New Mexico.
“The receipt of significant funding from the DOE clearly demonstrates the Department of Energy’s interest in fuel cell market adoption,” said Dr. Christopher Guzy, Chief Technology Officer at Ballard Power Systems. “This funding is completely aligned with Ballard’s plans to continue investing in strategic enhancements of non-automotive fuel cell products.”
About Ballard Power Systems
Ballard Power Systems (TSX: BLD; NASDAQ: BLDP) provides clean energy fuel cell products enabling optimized power systems for a range of applications. To learn more about Ballard, please visit www.ballard.com.
CONTACT: Investor Relations: Lori Rozali, (604) 412-3195, investors@ballard.com; Public Relations: Guy McAree, (604) 412-7919, media@ballard.com
HAVANT, United Kingdom, March 8 /PRNewswire-FirstCall/ — Xyratex Ltd (Nasdaq: XRTX), a leading provider of enterprise class data storage subsystems and storage process technology, today announced preliminary results for its fiscal 2010 first quarter, which ended February 28, 2010.
Xyratex expects to report revenues for the first quarter of fiscal 2010 in the range of $313 to $318 million. This compares to the Company’s guidance of revenues between $245 and $285 million.
Xyratex expects GAAP earnings per diluted share for the first quarter of fiscal 2010 to be in the range of $0.77 to $0.87. This compares to guidance of between $0.24 and $0.52.
“We have continued to see an improvement in demand in both our businesses and across all of our major customers. The actions we undertook with regard to the supply chain have helped mitigate the component constraints that impacted our fourth quarter revenue within our Networked Storage Solutions (“NSS”) business. Our upside in revenue this quarter is primarily attributable to the NSS business and reflects the shipment of fourth quarter backlog as well as incremental demand during the quarter,” said Steve Barber, CEO of Xyratex. “We are confident that the fundamentals within the markets we serve will continue to improve into our second quarter.”
Conference Call/Webcast Information
The company will report final fiscal first quarter results on Wednesday, March 31, 2010, and will host a conference call to discuss the results at 1:30 p.m. PT/4:30 p.m. ET on that day.
The conference call can be accessed online via the company's
website www.xyratex.com/investors, or by telephone as follows:
United States (866) 700-6293
Outside the United States (617) 213-8835
Passcode 21461915
A replay will be available via the company's website
www.xyratex.com/investors, or can be accessed by telephone
through April 7, 2010 as follows:
United States (888) 286-8010
Outside the United States (617) 801-6888
Passcode 58870632
Safe Harbor Statement
This press release contains forward-looking statements. These statements relate to future events or our future financial performance, including our projected revenue and fully diluted earnings per share data (on a GAAP basis) for the first quarter. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause such a difference include our inability to compete successfully in the competitive and rapidly changing marketplace in which we operate, failure to retain key employees, changes in our customers volume requirements, cancellation or delay of projects and adverse general economic conditions in the United States and internationally. These risks and other factors include those listed under “Risk Factors” and elsewhere in our Annual Report on Form 20-F as filed with the Securities and Exchange Commission (File No. 000-50799). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
About Xyratex
Xyratex is a leading provider of enterprise class data storage subsystems and storage process technology. The company designs and manufactures enabling technology that provides OEM and disk drive manufacturers with data storage products to support high-performance storage and data communication networks. Xyratex has over 25 years of experience in research and development relating to disk drives, storage systems and high-speed communication protocols.
Founded in 1994 in an MBO from IBM, and with headquarters in the UK, Xyratex has an established global base with R&D and operational facilities in Europe, the United States and South East Asia.
Mar. 8, 2010 (Business Wire) — Travelzoo Inc. (NASDAQ: TZOO), a global Internet media company, will present at the Wedbush Securities 8th Annual New York Management Access Conference on Wednesday, March 10, 2010. Travelzoo Chief Executive Officer Holger Bartel is scheduled to present at 2:45 PM ET. The conference is being held at the Le Parker Meridien Hotel in New York City. Attendance to the conference is by invitation only.
About Travelzoo
Travelzoo is a global Internet media company. With more than 18 million subscribers in North America, Europe, and Asia Pacific and 20 offices worldwide, Travelzoo® publishes deals from more than 2,000 travel and entertainment companies. Travelzoo’s deal experts review offers to find the best deals and confirm their true value. In Asia Pacific, Travelzoo is independently owned and operated by Travelzoo (Asia) Ltd. and Travelzoo Japan K.K. under a license agreement with Travelzoo Inc.
Certain statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include, but are not limited to, statements about our plans, objectives, expectations, prospects and intentions, markets in which we participate and other statements contained in this press release that are not historical facts. When used in this press release, the words “expect”, “predict”, “project”, “anticipate”, “believe”, “estimate”, “intend”, “plan”, “seek” and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including changes in our plans, objectives, expectations, prospects and intentions and other factors discussed in our filings with the SEC. We cannot guarantee any future levels of activity, performance or achievements. Travelzoo undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release. Travelzoo and Top 20 are registered trademarks of Travelzoo. All other names are trademarks and/or registered trademarks of their respective owners.