Uncategorized
Oct. 22, 2009 (GlobeNewswire) —
- Q3 net revenues of $79.3 million increase 3.9% sequentially and 5.4% from the prior year
- Q3 record case shipments of 56.5 thousand increase 6.6% sequentially and 7.0% from the prior year
SANTA CLARA, Calif., Oct. 22, 2009 (GLOBE NEWSWIRE) — Align Technology, Inc. (Nasdaq:ALGN) today reported financial results for the third quarter, ended September 30, 2009.
Total net revenues for the third quarter of fiscal 2009 (Q3 09) were $79.3 million compared to $76.3 million reported in the second quarter of 2009 (Q2 09) and compared to $75.2 million reported in the third quarter of 2008 (Q3 08). Invisalign case shipments for Q3 09 were 56.5 thousand, compared to 53.0 thousand in Q2 09 and compared to 52.8 thousand in Q3 08.
Net loss for Q3 09 was $49.9 million, or $0.72 per diluted share, which includes litigation settlement costs of $69.7 million and royalties of $1.9 million, for a total of $0.85 per diluted share related to the settlement agreement with Ormco Corporation announced on August 17, 2009. This is compared to net profit of $4.5 million, or $0.07 per diluted share in Q2 09 and net profit of $5.2 million, or $0.08 per diluted share in Q3 08. Stock-based compensation expense included in Q3 09 was $4.0 million compared to $4.3 million in Q2 09 and $4.4 million in Q3 08.
To supplement our consolidated financial statements, we use the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP operating expense, non-GAAP operating margin, non-GAAP net profit and non-GAAP earnings per share. Detailed reconciliations between GAAP and non-GAAP information are contained in the tables following the financial tables of this release.
Non-GAAP net profit for Q3 09 was $8.9 million, or $0.13 per diluted share. This is compared to non-GAAP net profit of $4.8 million, or $0.07 per diluted share in Q2 09 and non-GAAP net profit of $7.3 million, or $0.11 per diluted share in Q3 08.
Commenting on Align’s third quarter financial results, Thomas M. Prescott, president and CEO said, “I’m pleased to report a very good quarter with better than expected results across the board. Third quarter revenues were driven by sequential growth in the Ortho and GP channels in North America, as well as continued adoption of Invisalign Teen worldwide. Our financial performance highlights the operating leverage possible in our business when we drive sufficient volume into our more productive cost structure, and it reaffirms the tough actions we took over the last twelve months.”
|
| Key GAAP Operating Results |
Q3 09 |
Q2 09 |
Q3 08 |
| Gross Margin |
74.4% |
76.0% |
75.0% |
| Operating Expense |
$ 119.2M |
$ 51.7M |
$ 50.7M |
| Operating Margin |
(75.9%) |
8.2% |
7.6% |
| Net Profit (Loss) |
($49.9) |
$ 4.5M |
$ 5.2M |
| Earnings Per Diluted Share (EPS) |
($0.72) |
$ 0.07 |
$ 0.08 |
|
|
| |
|
|
|
| Non-GAAP Gross Margin |
76.8% |
76.0% |
75.0% |
| Non-GAAP Operating Expense |
$ 49.5M |
$ 51.3M |
$ 48.5M |
| Non-GAAP Operating Margin |
14.4% |
8.7% |
10.5% |
| Non-GAAP Net Profit |
$ 8.9M |
$ 4.8M |
$ 7.3M |
| Non-GAAP Earnings Per Diluted Share (EPS) |
$ 0.13 |
$ 0.07 |
$ 0.11 |
|
Liquidity and Capital Resources
As of September 30, 2009, Align had $154.9 million in cash, cash equivalents, and short-term marketable securities compared to $110.2 million as of December 31, 2008.
Q309 Business Highlights
During the quarter, Align made several major announcements. For further information, please visit the investor relations section of the Company’s website: http://investor.aligntech.com.
- Align reached a settlement agreement with Ormco Corporation ending all litigation between the two companies and formed a new strategic relationship to jointly develop a combination orthodontic product. As part of the settlement, Align made a cash payment of approximately $13.1 million to Ormco and issued approximately 7.6 million shares of Align’s Common Stock to Danaher Corporation, Ormco’s ultimate parent.
- Align introduced new and enhanced product features for all Invisalign products designed to provide improved results for everyday clinical demands. Features include optimized attachments, power ridges, velocity optimization selection, interproximal reduction (IPR) improvements, and a new attachment kit. Also, additional features have been added or enhanced in Invisalign Assist, expanding its capabilities and giving doctors the confidence and control necessary to treat a wider range of patients.
- Align announced program updates to its Invisalign Proficiency Requirements including an additional qualification period of six months, as well as a new Invisalign Preferred Provider designation for doctors who achieve the proficiency requirements by the end 2009
Key Business Metrics
The following table highlights business metrics for Align’s third quarter of 2009. Additional historical information is available on the Company’s website at http://investor.aligntech.com.
|
| |
|
Revenue |
% Change |
| North American Orthodontists |
$ 22.7 |
28.7% |
5.3% |
| North American GP Dentists |
$ 33.9 |
42.8% |
6.8% |
| International |
$ 18.5 |
23.3% |
2.2% |
| Non-case Revenue* |
$ 4.2 |
5.2% |
(15.2%) |
| Total Revenue |
$ 79.3 |
100% |
3.9% |
|
* includes training, ancillary products, and retainers
|
| |
|
Cases |
% Change |
| North American Orthodontists |
18,830 |
33.3% |
7.8% |
| North American GP Dentists |
25,565 |
45.2% |
8.7% |
| International |
12,120 |
21.5% |
0.9% |
| Total Cases Shipped |
56,515 |
100% |
6.6% |
|
|
| Cases Shipped by Product: |
Q3 09 |
% of Total
Cases |
Q3 09/Q2 09
% Change |
| Invisalign Full |
38,705 |
68.5% |
2.3% |
| Invisalign Express |
8,425 |
14.9% |
5.3% |
| Invisalign Teen |
7,850 |
13.9% |
32.2% |
| Invisalign Assist |
1,535 |
2.7% |
25.3% |
| Total Cases Shipped |
56,515 |
100% |
6.6% |
|
|
| Average Selling Price (ASP),
as billed: |
Q3 09 |
| Total Worldwide Blended ASP |
$ 1,390 |
| International ASP |
$ 1,560 |
|
|
| Number of Doctors Cases were
Shipped to: |
Q3 09 |
| North American Orthodontists |
3,835 |
| North American GP Dentists |
11,060 |
| International |
3,470 |
| Total Doctors Cases were Shipped to Worldwide |
18,365 |
|
|
| Worldwide: |
Q3 09 |
Cumulative |
| North American Orthodontists |
75 |
8,885 |
| North American GP Dentists |
430 |
34,805 |
| International |
300 |
15,330 |
| Total Doctors Trained Worldwide |
805 |
59,020 |
|
|
| Doctor Utilization Rates*: |
Q3 09 |
Q2 09 |
Q3 08 |
| North American Orthodontists |
4.9 |
4.7 |
4.8 |
| North American GP Dentists |
2.3 |
2.2 |
2.4 |
| International |
3.5 |
3.6 |
3.2 |
| Total Utilization Rate |
3.1 |
3.0 |
3.0 |
|
* Utilization = # of cases shipped/# of doctors to whom cases
were shipped
|
| (cases shipped): |
Q3 09 |
Cumulative |
| Number of Patients Treated or in Treatment (cases) |
56,515 |
1,103,635 |
|
Q4 Fiscal 2009 Business Outlook
For the fourth quarter of fiscal 2009 (Q4 09), Align Technology expects net revenues to be in a range of $77.5 million to $81.0 million. GAAP earnings per diluted share for Q4 09 is expected to be in a range of $0.07 to $0.09. Non-GAAP earnings per diluted share for Q4 09 is expected to be in the range of $0.08 to $0.10. Stock-based compensation expense for Q4 09 is expected to be approximately $3.9 million.
A more comprehensive business outlook is available following the financial tables of this release.
Align Web Cast and Conference Call
Align Technology will host a conference call today, October 22, 2009 at 4:30 p.m. ET, 1:30 p.m. PT, to review its third quarter fiscal 2009 results, discuss future operating trends and business outlook. The conference call will also be web cast live via the Internet. To access the web cast, go to the “Events & Presentations” section under Company Information on Align Technology’s Investor Relations web site at http://investor.aligntech.com. To access the conference call, please dial 201-689-8341 approximately fifteen minutes prior to the start of the call. If you are unable to listen to the call, an archived web cast will be available beginning approximately one hour after the call’s conclusion and will remain available for approximately 12 months. Additionally, a telephonic replay of the call can be accessed by dialing 877-660-6853 with account number 292 followed by # and conference number 333971 followed by #. The replay must be accessed from international locations by dialing 201-612-7415 and using the same account and conference numbers referenced above. The telephonic replay will be available through 5:30 p.m. ET on November 5, 2009.
About Align Technology, Inc.
Align Technology designs, manufactures and markets Invisalign, a proprietary method for treating malocclusion, or the misalignment of teeth. Invisalign corrects malocclusion using a series of clear, nearly invisible, removable appliances that gently move teeth to a desired final position. Because it does not rely on the use of metal or ceramic brackets and wires, Invisalign significantly reduces the aesthetic and other limitations associated with braces. Invisalign is appropriate for treating adults and teens. Align Technology was founded in March 1997 and received FDA clearance to market Invisalign in 1998. Today, the Invisalign product family includes Invisalign, Invisalign Teen, Invisalign Assist, Invisalign Express, and Vivera Retainers.
To learn more about Invisalign or to find a certified Invisalign doctor in your area, please visit www.invisalign.com or call 1-800-INVISIBLE.
About non-GAAP Financial Measures
To supplement our consolidated financial statements and our business outlook, we use the following non-GAAP financial measures: non-GAAP operating expenses, non-GAAP profit from operations, non-GAAP net profit, and non-GAAP earnings per share, which exclude, as applicable, litigation settlement costs and royalties associated with the settlement with Ormco, the effect of charges associated with restructurings, and the related tax effect. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Business Outlook Summary” included at the end of this release.
We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our “core operating performance”. Management believes that “core operating performance” represents Align’s performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from “core operating performance” certain expenditures and other items that may not be indicative of our operating performance including discrete cash charges that are infrequent or one-time in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal evaluation of period-to-period comparisons. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are provided to and used by our institutional investors and the analyst community to facilitate comparisons with prior and subsequent reporting periods.
Forward-Looking Statement
This news release, including the tables below, contains forward-looking statements, including statements regarding, certain business metrics for the fourth quarter of 2009, including anticipated revenue, gross margin, operating expense, operating income, earnings per share, case shipments and cash. Forward-looking statements contained in this news release and the tables below relating to expectations about future events or results are based upon information available to Align as of the date hereof. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement. Factors that might cause such a difference include, but are not limited to, difficulties predicting customer and consumer purchasing behavior as well as the willingness and ability of our customers to adopt the expected baseline requirements set forth in our recently announced proficiency program and the willingness and ability of our customers to maintain and/or increase utilization to meet the new proficiency standards in sufficient numbers, the possibility that the development and release of new products does not proceed in accordance with the anticipated timeline, the possibility that the market for the sale of these new products may not develop as expected, the risks relating to Align’s ability to sustain or increase profitability or revenue growth in future periods while controlling expenses, continued customer demand for Invisalign and new products, changes in consumer spending habits as a result of, among other things, prevailing economic conditions, levels of employment, salaries and wages and consumer confidence, the timing of case submissions from our doctors within a quarter, acceptance of Invisalign by consumers and dental professionals, Align’s third party manufacturing processes and personnel, foreign operational, political and other risks relating to Align’s international manufacturing operations, Align’s ability to protect its intellectual property rights, competition from manufacturers of traditional braces and new competitors, Align’s ability to develop and successfully introduce new products and product enhancements, and the loss of key personnel. These and other risks are detailed from time to time in Align’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission on February 27, 2009. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
| ALIGN TECHNOLOGY, INC. |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (in thousands, except per share data) |
|
| |
Three Months Ended |
Nine Months Ended |
| |
Sept. 30,
2009 |
Sept. 30,
2008 |
Sept. 30,
2009 |
Sept. 30,
2008 |
| Net revenues |
$ 79,269 |
$ 75,173 |
$225,717 |
$229,851 |
|
| Cost of revenues |
20,268 |
18,766 |
56,031 |
58,617 |
|
| Gross profit |
59,001 |
56,407 |
169,686 |
171,234 |
|
| Operating expenses: |
|
|
|
|
| Sales and marketing |
27,687 |
28,214 |
84,649 |
88,737 |
| General and administrative |
16,224 |
14,395 |
46,231 |
45,905 |
| Research and development |
5,611 |
5,918 |
16,471 |
20,214 |
| Restructuring |
— |
2,189 |
1,319 |
2,189 |
| Litigation settlement costs |
69,673 |
— |
69,673 |
— |
| Total operating expenses |
119,195 |
50,716 |
218,343 |
157,045 |
|
| Profit (loss) from operations |
(60,194) |
5,691 |
(48,657) |
14,189 |
|
| Interest and other income (expense), net |
(271) |
264 |
434 |
1,673 |
|
| Profit (loss) before income taxes |
(60,465) |
5,955 |
(48,223) |
15,862 |
|
| Provision for (benefit from) income taxes |
(10,523) |
798 |
(5,462) |
1,371 |
|
| Net profit (loss) |
$(49,942) |
$ 5,157 |
$(42,761) |
$ 14,491 |
|
| Net profit (loss) per share |
|
|
|
|
|
|
|
|
|
| – basic |
$ (0.72) |
$ 0.08 |
$ (0.64) |
$ 0.21 |
| – diluted |
$ (0.72) |
$ 0.08 |
$ (0.64) |
$ 0.21 |
|
| Shares used in computing net profit/loss per share |
|
|
|
|
|
|
|
|
|
| – basic |
69,528 |
67,367 |
67,278 |
68,330 |
| – diluted |
69,528 |
68,704 |
67,278 |
69,906 |
|
| ALIGN TECHNOLOGY, INC. |
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
| (in thousands) |
|
| |
Sept. 30,
2009 |
Dec. 31,
2008 |
| ASSETS |
|
|
|
|
|
| Current assets: |
|
|
| Cash and cash equivalents |
$135,961 |
$ 87,100 |
| Marketable securities, short-term |
18,979 |
23,066 |
| Accounts receivable, net |
55,035 |
52,362 |
| Inventories, net |
1,892 |
1,965 |
| Other current assets |
25,671 |
13,414 |
| Total current assets |
237,538 |
177,907 |
|
| Property and equipment, net |
24,429 |
26,979 |
| Goodwill and intangible assets, net |
6,166 |
8,266 |
| Deferred tax asset |
61,048 |
61,696 |
| Other long-term assets |
1,603 |
4,493 |
|
| Total assets |
$330,784 |
$279,341 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
| Current liabilities: |
|
|
| Accounts payable |
$ 7,498 |
$ 5,580 |
| Accrued liabilities |
37,484 |
38,282 |
| Deferred revenue |
27,920 |
16,710 |
| Total current liabilities |
72,902 |
60,572 |
|
| Other long term liabilities |
202 |
229 |
|
| Total liabilities |
73,104 |
60,801 |
|
| Total stockholders’ equity |
257,680 |
218,540 |
|
| Total liabilities and stockholders’ equity |
$330,784 |
$279,341 |
|
| ALIGN TECHNOLOGY, INC. |
| RECONCILIATION OF GAAP TO NON-GAAP KEY FINANCIAL METRICS |
| Reconciliation of GAAP to Non-GAAP Gross Profit |
| (in thousands) |
|
| |
Three Months Ended |
| |
Sept. 30,
2009 |
June 30,
2009 |
Sept. 30,
2008 |
| GAAP Gross profit |
$ 59,001 |
$ 57,978 |
$ 56,407 |
| Ormco royalties |
1,906 |
— |
— |
| Non-GAAP Gross profit |
$ 60,907 |
$ 57,978 |
$ 56,407 |
|
| Reconciliation of GAAP to Non-GAAP Operating Expenses |
| (in thousands) |
|
| |
Three Months Ended |
| |
Sept. 30,
2009 |
June 30,
2009 |
Sept. 30,
2008 |
| GAAP Operating expenses |
$ 119,195 |
$ 51,725 |
$ 50,716 |
| Litigation settlement costs |
(69,673) |
— |
— |
| Restructuring |
— |
(409) |
(2,189) |
| Non-GAAP Operating expenses |
$ 49,522 |
$ 51,316 |
$ 48,527 |
|
| Reconciliation of GAAP to Non-GAAP Profit from Operations |
| (in thousands) |
|
| |
Three Months Ended |
| |
Sept. 30,
2009 |
June 30,
2009 |
Sept. 30,
2008 |
| GAAP Profit (loss) from Operations |
$ (60,194) |
$ 6,253 |
$ 5,691 |
| Ormco royalties |
1,906 |
— |
— |
| Litigation settlement costs |
69,673 |
— |
— |
| Restructuring |
— |
409 |
2,189 |
| Non-GAAP Profit from Operations |
$ 11,385 |
$ 6,662 |
$ 7,880 |
|
| Reconciliation of GAAP to Non-GAAP Net Profit |
| (in thousands, except per share amounts) |
|
| |
Three Months Ended |
| |
Sept. 30,
2009 |
June 30,
2009 |
Sept. 30,
2008 |
| GAAP Net profit (loss) |
$ (49,942) |
$ 4,545 |
$ 5,157 |
| Ormco royalties |
1,906 |
— |
— |
| Litigation settlement costs |
69,673 |
— |
— |
| Restructuring |
— |
409 |
2,189 |
| Tax effect on non-GAAP adjustments |
(12,731) |
(127) |
(86) |
| Non-GAAP Net profit |
$ 8,906 |
$ 4,827 |
$ 7,260 |
|
| Diluted Net profit (loss) per share: |
|
|
|
| GAAP |
$ (0.72) |
$ 0.07 |
$ 0.08 |
| Non-GAAP |
$ 0.13 |
$ 0.07 |
$ 0.11 |
|
| Shares used in computing diluted GAAP net profit/loss per share |
69,528 |
67,373 |
68,704 |
| Shares used in computing diluted non-GAAP net profit per share |
70,926 |
67,373 |
68,704 |
|
|
|
ALIGN TECHNOLOGY, INC.
BUSINESS OUTLOOK SUMMARY
(unaudited)
The outlook figures provided below and elsewhere in this press release are approximate in nature since Align’s business outlook is difficult to predict. Align’s future performance involves numerous risks and uncertainties and the company’s results could differ materially from the outlook provided. Some of the factors that could affect Align’s future financial performance and business outlook are set forth under “Forward Looking Information” above in this press release.
| Financials |
| (in millions, except per share amounts and percentages) |
|
| |
Q4 2009 |
| |
GAAP |
Adjustment
(a) |
Non-GAAP |
| Net Revenue |
$77.5-$81.0 |
|
$77.5 – $81.0 |
|
| Gross Profit |
$55.1-$58.1 |
$3.8 |
$58.9 – $61.9 |
|
| Gross Margin |
71.1%-71.8% |
4.7%-4.9% |
76.0% – 76.5% |
|
| Operating Expenses |
$49.0-$50.0 |
|
$49.0 – $50.0 |
|
| Operating Margin |
7.9%-10.1% |
4.7%-4.9% |
12.8% – 14.8% |
|
| Net Income per Diluted Share |
$0.07-$0.09 |
$0.01 |
$0.08 – $0.10 |
|
| Stock Based Compensation Expense: |
|
|
|
| Cost of Revenues |
$0.3 |
|
$0.3 |
| Operating Expenses |
$3.5 |
|
$3.5 |
|
| Total Stock Based Compensation Expense |
$3.9 |
|
$3.9 |
|
| (a) Ormco Royalties |
|
|
|
|
|
|
|
|
| |
Q4 2009 |
| Case Shipments |
57.0K – 59.0K |
| Cash |
$170M – $175M |
| DSO |
mid 60’s |
| Capex |
$2.0M – $4.0M |
| Depreciation & Amortization |
$2.0M – $3.0M |
| Diluted Shares Outstanding |
76M |
|
| Full Year 2009: |
FY 2009 |
|
| Stock Based compensation |
$15.9M |
| Diluted Shares Outstanding |
70M |
|
Oct. 22, 2009 (Business Wire) — Rocky Brands, Inc. (Nasdaq: RCKY) today announced financial results for its third quarter ended September 30, 2009.
For the third quarter of 2009, net sales were $66.6 million versus net sales of $72.5 million in the third quarter of 2008. The Company’s earnings before income taxes increased 53.4% to $4.4 million in third quarter 2009 compared to $2.9 million in the same period last year. Net earnings increased 17.2% to $2.8 million, or $0.50 per diluted share versus net earnings of $2.4 million, or $0.43 per diluted share a year ago. In the third quarter of 2008, the Company received a one-time prior year tax benefit of approximately $0.6 million, or $0.10 per diluted share. Excluding this one-time benefit, third quarter 2009 diluted EPS increased 51.5% to $.50 compared to $.33 in the third quarter of 2008.
Mike Brooks, Chairman and Chief Executive Officer, commented, “We are very pleased with our third quarter performance. Our recent results reflect the steps we have taken over the last 18 months to reduce expenses and improve efficiency in order to enhance our profitability and strengthen our balance sheet. For the fifth consecutive quarter we lowered our operating expenses double digits on a percentage basis as we continue to remove costs from our retail division by transitioning more customer transactions to the internet. At the same time, our ability to more effectively manage our inventory levels and receivables decreased borrowings under our credit facility and lowered our interest expense by 14%. Equally important, we began to see some stabilization of our sales base with several of our wholesale categories – Hunting, Western, and Duty – reporting positive gains. With inventories at retailers relatively clean, we are optimistic we will continue to benefit from a higher frequency of reorders and we are confident that we can deliver improved profitability year-over-year during the fourth quarter.”
Third Quarter Review
Net sales for the third quarter decreased to $66.6 million compared to $72.5 million a year ago. Wholesale sales for the third quarter decreased 2.1% to $54.5 million compared to $55.6 million for the same period in 2008. Retail sales for the third quarter were $11.5 million compared to $15.3 million for the same period last year. Retail sales were down year-over-year as a result of the ongoing transition to more internet driven transactions, and the decision to remove a portion of our Lehigh mobile stores from operation to help lower costs as discussed below. Military segment sales for the third quarter were $0.6 million versus $1.6 million for the same period in 2008. Third quarter 2009 military sales include the initial shipments of insulated boots under the $29 million blanket purchase agreement the company received from the General Services Administration (GSA) in July 2009.
Gross margin in the third quarter of 2009 was $24.7 million, or 37.1% of sales compared to $27.1 million, or 37.4% for the same period last year.
Selling, general and administrative (SG&A) expenses decreased $3.4 million or 15.4% to $18.6 million, or 27.9% of sales for the third quarter of 2009 compared to $22.0 million, or 30.3% of sales, a year ago. The decrease in SG&A expenses was primarily the result of a reduction in salaries & benefits, freight, Lehigh mobile store expenses and tradeshow expenses.
Income from operations increased $1.0 million, or 19.8% to $6.1 million, or 9.2% of sales for the period compared to income from operations of $5.1 million, or 7.1% sales in the prior year.
Interest expense decreased $0.3 million or 14.4% to $2.0 million for the third quarter of 2009 versus $2.3 million for the same period last year. The decrease is the result of a reduction in average borrowings combined with lower interest rates compared to the same period last year.
The Company’s funded debt decreased $24.1 million, or 22.4% to $83.4 million at September 30, 2009 versus $107.6 million at September 30, 2008.
Inventory decreased $15.3 million, or 18.3%, to $68.1 million at September 30, 2009 compared with $83.3 million on the same date a year ago.
The Company’s accounts receivable decreased 19.8% to $58.3 million at September 30, 2009 versus $72.7 million at September 30, 2008.
Conference Call Information
The Company’s conference call to review third quarter fiscal 2009 results will be broadcast live over the internet today, Thursday, October 22, 2009 at 4:30 pm Eastern Time. The broadcast will be hosted at www.rockybrands.com.
About Rocky Brands, Inc.
Rocky Brands, Inc. is a leading designer, manufacturer and marketer of premium quality footwear and apparel marketed under a portfolio of well recognized brand names including Rocky Outdoor Gear®, Georgia Boot®, Durango®, Lehigh®, and the licensed brands Dickies®, Michelin® and Mossy Oak®.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding intent, beliefs, expectations, projections, forecasts, and plans of the Company and its management, and include statements in this press release regarding a higher frequency of reorders and improved profitability (paragraph 3). These forward-looking statements involve numerous risks and uncertainties, including, without limitation, the various risks inherent in the Company’s business as set forth in periodic reports filed with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2008 (filed March 3, 2009) and the Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2009 (filed May 4, 2009) and June 30, 2009 (filed July 31, 2009). One or more of these factors have affected historical results, and could in the future affect the Company’s businesses and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the Company, or any other person should not regard the inclusion of such information as a representation that the objectives and plans of the Company will be achieved. All forward-looking statements made in this press release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.
| Rocky Brands, Inc. and Subsidiaries |
| Condensed Consolidated Balance Sheets |
|
|
|
|
|
|
September 30, 2009 |
|
December 31, 2008 |
|
September 30, 2008 |
|
|
|
|
|
Unaudited |
|
|
|
Unaudited |
| ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
4,002,909 |
|
|
$ |
4,311,313 |
|
|
$ |
4,332,477 |
|
|
|
|
Trade receivables – net |
|
|
58,296,661 |
|
|
|
60,133,493 |
|
|
|
72,654,591 |
|
|
|
|
Other receivables |
|
|
1,598,829 |
|
|
|
1,394,235 |
|
|
|
1,289,396 |
|
|
|
|
Inventories |
|
|
68,065,444 |
|
|
|
70,302,174 |
|
|
|
83,320,590 |
|
|
|
|
Deferred income taxes |
|
|
2,173,391 |
|
|
|
2,167,966 |
|
|
|
1,978,946 |
|
|
|
|
Prepaid and refundable income taxes |
|
|
247,011 |
|
|
|
75,481 |
|
|
|
– |
|
|
|
|
Prepaid expenses |
|
|
1,949,885 |
|
|
|
1,455,158 |
|
|
|
2,366,859 |
|
|
|
|
Total current assets |
|
|
136,334,130 |
|
|
|
139,839,820 |
|
|
|
165,942,859 |
|
| FIXED ASSETS – net |
|
|
23,132,489 |
|
|
|
23,549,319 |
|
|
|
24,254,455 |
|
| IDENTIFIED INTANGIBLES |
|
|
30,627,527 |
|
|
|
31,020,478 |
|
|
|
36,044,132 |
|
| OTHER ASSETS |
|
|
2,677,353 |
|
|
|
2,452,501 |
|
|
|
2,154,179 |
|
| TOTAL ASSETS |
|
$ |
192,771,499 |
|
|
$ |
196,862,118 |
|
|
$ |
228,395,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
7,683,778 |
|
|
$ |
9,869,948 |
|
|
$ |
14,492,182 |
|
|
|
|
Current maturities – long term debt |
|
|
503,841 |
|
|
|
480,723 |
|
|
|
464,846 |
|
|
|
|
Accrued expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes – other |
|
|
387,817 |
|
|
|
641,670 |
|
|
|
612,445 |
|
|
|
|
Other |
|
|
5,987,861 |
|
|
|
4,261,689 |
|
|
|
7,076,926 |
|
|
|
|
Total current liabilities |
|
|
14,563,297 |
|
|
|
15,254,030 |
|
|
|
22,646,399 |
|
| LONG TERM DEBT – less current maturities |
|
|
82,940,392 |
|
|
|
87,258,939 |
|
|
|
107,115,967 |
|
| DEFERRED INCOME TAXES |
|
|
9,558,761 |
|
|
|
9,438,921 |
|
|
|
12,569,600 |
|
| DEFERRED LIABILITIES |
|
|
4,116,613 |
|
|
|
3,960,472 |
|
|
|
1,170,026 |
|
| TOTAL LIABILITIES |
|
|
111,179,063 |
|
|
|
115,912,362 |
|
|
|
143,501,992 |
|
| SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
| Common stock, no par value; |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000,000 shares authorized; issued and outstanding
September 30, 2009 – 5,547,215; December 31, 2008
– 5,516,898; September 30, 2008 – 5,508,398 |
|
|
54,387,752 |
|
|
|
54,250,064 |
|
|
|
54,193,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated other comprehensive loss |
|
|
(2,982,564 |
) |
|
|
(3,222,215 |
) |
|
|
(1,462,344 |
) |
| Retained earnings |
|
|
30,187,248 |
|
|
|
29,921,907 |
|
|
|
32,162,766 |
|
|
|
|
Total shareholders’ equity |
|
|
81,592,436 |
|
|
|
80,949,756 |
|
|
|
84,893,633 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
$ |
192,771,499 |
|
|
$ |
196,862,118 |
|
|
$ |
228,395,625 |
|
| Rocky Brands, Inc. and Subsidiaries |
| Condensed Consolidated Statements of Operations |
| (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
|
September 30, |
|
September 30, |
|
|
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| NET SALES |
|
$ |
66,572,437 |
|
|
$ |
72,500,603 |
|
|
$ |
167,825,613 |
|
|
$ |
193,492,740 |
|
|
|
|
|
|
|
|
|
|
|
|
| COST OF GOODS SOLD |
|
|
41,856,651 |
|
|
|
45,414,533 |
|
|
|
105,299,667 |
|
|
|
116,060,912 |
|
|
|
|
|
|
|
|
|
|
|
|
| GROSS MARGIN |
|
|
24,715,786 |
|
|
|
27,086,070 |
|
|
|
62,525,946 |
|
|
|
77,431,828 |
|
|
|
|
|
|
|
|
|
|
|
|
| SELLING, GENERAL AND |
|
|
|
|
|
|
|
|
| ADMINISTRATIVE EXPENSES |
|
|
18,576,780 |
|
|
|
21,961,032 |
|
|
|
56,642,081 |
|
|
|
65,897,978 |
|
|
|
|
|
|
|
|
|
|
|
|
| INCOME FROM OPERATIONS |
|
|
6,139,006 |
|
|
|
5,125,038 |
|
|
|
5,883,865 |
|
|
|
11,533,850 |
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER INCOME AND (EXPENSES): |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(1,955,485 |
) |
|
|
(2,285,051 |
) |
|
|
(5,665,905 |
) |
|
|
(7,101,237 |
) |
|
Other – net |
|
|
224,442 |
|
|
|
34,254 |
|
|
|
257,899 |
|
|
|
31,385 |
|
|
|
Total other – net |
|
|
(1,731,043 |
) |
|
|
(2,250,797 |
) |
|
|
(5,408,006 |
) |
|
|
(7,069,852 |
) |
|
|
|
|
|
|
|
|
|
|
|
| INCOME BEFORE INCOME TAXES |
|
|
4,407,963 |
|
|
|
2,874,241 |
|
|
|
475,859 |
|
|
|
4,463,998 |
|
|
|
|
|
|
|
|
|
|
|
|
| INCOME TAX EXPENSE |
|
|
1,626,518 |
|
|
|
500,000 |
|
|
|
210,518 |
|
|
|
1,056,000 |
|
|
|
|
|
|
|
|
|
|
|
|
| NET INCOME |
|
$ |
2,781,445 |
|
|
$ |
2,374,241 |
|
|
$ |
265,341 |
|
|
$ |
3,407,998 |
|
|
|
|
|
|
|
|
|
|
|
|
| NET INCOME PER SHARE |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.50 |
|
|
$ |
0.43 |
|
|
$ |
0.05 |
|
|
$ |
0.62 |
|
|
Diluted |
|
$ |
0.50 |
|
|
$ |
0.43 |
|
|
$ |
0.05 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
|
|
| WEIGHTED AVERAGE NUMBER OF |
|
|
|
|
|
|
|
|
| COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
Basic |
|
|
5,547,215 |
|
|
|
5,508,398 |
|
|
|
5,546,993 |
|
|
|
5,508,252 |
|
|
Diluted |
|
|
5,547,215 |
|
|
|
5,512,634 |
|
|
|
5,546,993 |
|
|
|
5,518,138 |
STAMFORD, Conn., Oct. 21 /PRNewswire/ — Zargis Medical Corp., a subsidiary of Speedus Corp. (Nasdaq: SPDE) and a spin-off from Siemens Corporate Research (NYSE: SI), today announced that is has been cleared as an Apple(®) iPhone(®) developer and has begun development of medical diagnostic support software and related peripherals for the iPhone and other leading smartphones.
Zargis has identified the handheld environment as a logical delivery platform for its telemedicine and diagnostic software initiatives, and with its team of experienced developer’s plans to leverage the smartphone platform as a mobile hub between medical device peripherals and computer-aided diagnostic support located either locally or remotely.
A recent report released by Manhattan Research stated that 64% of doctors, more than double the number eight years ago, own smartphones, and that this figure will increase to 81% penetration in 2012. However, despite the rapid adoption of the iPhone and other smartphones by physicians, currently available healthcare applications for these devices are generally limited to medical reference libraries, educational tools and applications designed to manage patient medical records.
“The future of healthcare delivery is about connectivity and mobility. Zargis’ expertise in computer-aided auscultation and our advanced medical software platform positions us perfectly to create diagnostic software and peripherals that are a natural fit for smartphones. We intend to improve healthcare efficiency by helping clinicians bring medical technology to the patient, rather than the other way around,” stated Zargis CEO John Kallassy.
About Zargis Medical Corp.
Zargis Medical Corp. develops advanced diagnostic decision support products and services for primary care physicians, pediatricians, cardiologists and other healthcare professionals. Zargis was formed in 2001 when Siemens Corporate Research, a division of Siemens AG (NYSE: SI), and Speedus Corp. co-invested to develop and market an advanced acoustic technology designed to detect heart abnormalities identified through analysis of heart sounds.
For additional information about Zargis or Speedus Corp., contact Peter Hodge at 888.773.3669 (ext. 23) or phodge@zargis.com or visit the following Web sites: www.zargis.com and www.speedus.com.
Statements contained herein that are not historical facts, including but not limited to statements about the Company’s product, corporate identity and focus, may be forward-looking statements that are subject to a variety of risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, the continuing development of the Company’s sales, marketing and support efforts.
IRVINE, California, Sep. 21, 2009 (PR Newswire Europe) — v>
– Extending Omnis to New Platforms and New Markets
Support for Microsoft(R) Windows Mobile(R) based devices and full Unicode compatibility extend the power and flexibility of the Omnis Studio application development environment and opens up entirely new markets for application developers.
TigerLogic Corporation (Nasdaq: TIGR) is pleased to announce the general availability of Omnis Studio 5, which introduces the groundbreaking new Omnis Mobile Client allowing developers to create applications for the growing range of Windows Mobile-based devices including Smartphones, PDAs, tablet PCs and other mobile devices. Enhanced Localization features and full Unicode compatibility provides support for thousands of languages and a wealth of scientific notation, and enables existing Omnis developers, and a whole generation of new developers, to reach new customers in SMEs, corporations, public and technical institutions, and emerging markets throughout the world. Other features in Omnis Studio 5 include brand new interactive UI components, extensions to the Omnis component interface to allow animation and transparency in third-party components, important updates in the Omnis VCS for developer teams, context menus for web and mobile forms, method performance monitoring, and much more.
TigerLogic is also pleased to introduce new product configurations and a new pricing structure for Omnis Studio 5 to encourage developers to adopt Omnis as their preferred tool for enterprise, web and mobile application development, while making Omnis Studio a more attractive proposition for all application developers, including independent developers, system houses, and vertical market application developers. One new configuration comprises a free Standard Edition SDK that allows direct access to the MySQL or PostgreSQL database, both of which are popular choices for web developers and business application developers alike. The new Professional Edition SDK provides a complete set of tools for all enterprise, web and mobile application developers, including data connecters for direct access to all leading databases, a versatile and robust Version Control System, easy to use reporting tools, a powerful 4GL and scripting language, and a world-class debugger.
“This latest release adds Mobile application development, full Unicode compatibility, and improved Localization support to the already powerful arsenal of tools available to application developers in Omnis Studio. Together with the new product and pricing configurations introduced today, we believe Omnis Studio 5 will become the essential tool for all independent developers, consultants, system houses and software vendors wishing to create the next-generation of enterprise, web and mobile applications,” commented Bob Whiting, Omnis Product Manager and General Manager of Raining Data UK Limited, a subsidiary of TigerLogic Corporation.
Availability
Omnis Studio 5 is available for download from the Omnis Website at: http://www.omnis.net. DVD media including SDKs for Windows, Mac OS X and Linux, will be available soon. To learn more about Omnis Studio, go to http://www.omnis.net/products/studio.
A free trial version of Omnis Studio 5.0 Professional Edition is available. To download a copy, please register at http://www.omnis.net/download.
About Omnis Studio
Omnis Studio is a high-performance visual RAD tool that provides a component-based environment for building enterprise, web, and mobile applications – all from one code base. Omnis Studio’s Web and Mobile Client plug-in technology allows server-based applications to be accessed over the Internet using a web browser or many types of mobile devices, providing fast, secure, and scalable solutions with minimal development time. With complete scalability from individual to enterprise level solutions, Omnis applications can be developed on any one supported platform and deployed on any other platform without modification. Supported platforms include Windows, Mac OS X, and Linux, all with full Unicode compatibility for your data and application interface. Omnis directly supports traditional SQL databases such as MySQL, PostgreSQL, Oracle, Sybase, and DB2, as well as TigerLogic’s advanced multidimensional database, D3 via the mvDesigner product. Most other databases may be accessed via JDBC or ODBC. Omnis Studio dramatically cuts application development time compared to 3GL environments (C++, Java), while allowing the developer to use objects developed in 3GL environments as components in Omnis applications.
About TigerLogic Corporation
TigerLogic Corporation (Nasdaq: TIGR), has been providing reliable data management and rapid application deployment solutions for ISVs and developers of database applications for more than three decades. TigerLogic’s product offerings include: 1) TigerLogic(R) yolink, an internet browser-based application that enhances the search experience of any popular search engine or Web page; 2) TigerLogic(R) XML Data Management Server (XDMS), provides flexible, scalable and extensible XML data storage as well as query and retrieval of critical business data across a variety of structured and unstructured information sources; 3) Pick(R) Universal Data Model (Pick UDM) based database management systems and components, including D3(R), mvEnterprise(R) and mvBase(R) that are the choice of more than a thousand application developers worldwide; and 4) Omnis Studio(R), a cross-platform, object-oriented RAD tool for developing sophisticated thick-client, Web-client or ultra thin-client database applications. TigerLogic’s installed customer base includes more than 500,000 active users representing more than 20,000 customer sites worldwide, with a significant base of diverse vertical applications. With employees and contractors worldwide, TigerLogic offers 24×7 customer support services and maintains an international presence. More information about TigerLogic and its products can be found at http://www.tigerlogic.com. Product details about yolink can be found at http://www.yolink.com.
Except for the historical statements contained herein, the foregoing release may contain forward-looking information. Any forward-looking statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to the success of the Company’s research and development efforts to develop new products and to penetrate new markets, the market acceptance of the Company’s new products and updates, technical risks related to such products and updates, the Company’s ability to maintain market share for its existing products, the availability of adequate liquidity and other risks and uncertainties. Please consult the various reports and documents filed by the Company with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent reports on Form 10-K and Form 10-Q for factors potentially affecting the Company’s future financial results. All forward-looking statements are made as of the date hereof and the Company disclaims any responsibility to update or revise any forward-looking statement provided in this news release. The Company’s results for the quarter ended June 30, 2009 are not necessarily indicative of the Company’s operating results for any future periods.
TigerLogic, yolink, Raining Data, Pick, mvDesigner, D3, mvEnterprise, mvBase, Omnis, and Omnis Studio are trademarks of TigerLogic Corporation. All other trademarks and registered trademarks are properties of their respective owners.
WALLA WALLA, Wash., Oct. 20, 2009 (GLOBE NEWSWIRE) — Banner Corporation (Nasdaq:BANR), the parent company of Banner Bank and Islanders Bank, today reported that it had a net loss of $6.4 million for the third quarter ended September 30, 2009, compared to a net loss of $991,000 for the third quarter of 2008. The current quarter’s results include a $25.0 million provision for loan losses and a $4.6 million net gain from the valuation of financial instruments carried at fair value. For the nine-month period ended September 30, 2009, Banner reported a net loss of $32.2 million compared to a net loss of $49.5 million for the nine months ended September 30, 2008. The nine month results for 2008 included a $50.0 million goodwill impairment charge.
In the fourth quarter a year ago, Banner issued $124 million of senior preferred stock to the U.S. Treasury as a participant in the Treasury’s Capital Purchase Program. In the quarter ended September 30, 2009, Banner paid a $1.6 million dividend on this preferred stock and accrued $373,000 for related discount accretion. Including the preferred stock dividend and related accretion, the net loss to common shareholders was $8.4 million, or $0.44 per diluted share, for the third quarter, compared to a net loss of $991,000, or $0.06 per diluted share, for the third quarter a year ago. Year-to-date, the net loss to common shareholders was $38.0 million, or $2.11 per diluted share, compared to a net loss of $49.5 million, or $3.09 per diluted share for the first nine months of 2008.
“Similar to recent quarters, our provision for loan losses during the third quarter reflects continued material levels of non-performing loans and net charge-offs, particularly for loans for the construction of one-to-four family homes and for acquisition and development of land for residential properties,” said D. Michael Jones, President and CEO. “However, while there is still much work to be accomplished, we are encouraged by the further reduction in our exposure to residential construction loans during the quarter and the slowdown in the surfacing of new problem assets. By contrast to construction and development loans, the non-housing related segments of our loan portfolio have continued to perform as expected with only normal levels of credit problems given the serious economic slowdown.”
“Retail deposit growth was a highlight again in the third quarter as we continued to replace public and brokered funds with attractively priced core deposits which will continue to strengthen our commercial banking franchise,” Jones continued. “Also notable in the quarter was strong mortgage banking revenues as exceptionally low interest rates resulted in continued refinancing opportunities for many of our customers, and lower home prices and first-time buyer incentives led to solid purchase financing activities. Continuing its earlier success, our Great Northwest Home Rush promotion contributed to additional home sales. Through the date of this announcement our builders have accepted purchase offers on 361 of the 617 homes listed under this program, with 289 of those sales having closed through September 30, 2009.”
Credit Quality
“In addition to the weakness in the residential construction market, property values exhibited further declines, particularly for land and developed building lots, resulting in additional charge-offs and impairment reserves,” said Jones. “As a result, our provision for loan losses for the quarter ended September 30, 2009, while significantly less than in the immediately preceding quarter, was in excess of our normal expectations. Although property values have declined, sales of finished homes have improved, our reserve levels are substantial, and both our impairment analysis and charge-off actions reflect current appraisals and valuation estimates as well as recent regulatory examination results. Unfortunately, with respect to land and lot loans, those appraisals generally reflect a very limited number of sales which frequently involve distressed transactions and assume in many cases that market recoveries will be protracted, resulting in disappointingly low and uncertain valuation estimates which required further loss provisioning. We remain hopeful that the final resolution of many of these loans will reflect better than currently recognized values and we are confident that we have the capital and human resources necessary to manage the collection of problem assets in the current economic environment.”
Banner recorded a $25.0 million provision for loan losses in the third quarter, compared to $45.0 million in the preceding quarter and $8.0 million in the third quarter of 2008. For the first nine months of the year, the provision for loan losses was $92.0 million compared to $29.5 million for the first nine months of 2008. The allowance for loan losses at September 30, 2009 was $95.2 million, representing 2.44% of total loans outstanding. Non-performing loans totaled $243.3 million at September 30, 2009, compared to $225.1 million in the preceding quarter and $119.4 million at September 30, 2008. In addition, Banner’s real estate owned and repossessed assets totaled $53.8 million at September 30, 2009, compared to $57.2 million three months earlier and $10.2 million at September 30, 2008. Banner’s net charge-offs in the quarter ended September 30, 2009 totaled $20.5 million, or 0.53% of average loans outstanding and year-to-date net charge-offs were $72.0 million, or 1.83% of average loans outstanding.
At September 30, 2009, the geographic distribution of our construction and land development loans, including residential and commercial properties, is approximately 33% in the greater Puget Sound market, 37% in the greater Portland, Oregon market, and 8% in the greater Boise, Idaho market, with the remaining 22% distributed in various eastern Washington, eastern Oregon and northern Idaho markets served by Banner Bank. One-to-four family residential construction and related lot and land loans represent 16% of the total loan portfolio and 73% of non-performing assets. The geographic distribution of non-performing construction, land and land development loans and real estate owned included approximately $110 million, or 44%, in the Puget Sound region, $84 million, or 34%, in the greater Portland market area and $27 million, or 11%, in the greater Boise market area.
Income Statement Review
Banner’s net interest margin was 3.30% for the third quarter, compared to 3.24% in the preceding quarter and 3.45% for the third quarter a year ago. Funding costs decreased 18 basis points compared to the previous quarter and decreased 67 basis points from the same quarter a year earlier, while asset yields decreased eight basis points from the prior linked quarter and 82 basis points from the third quarter a year ago, all reflecting the much lower interest rate environment. For the first nine months of 2009, the net interest margin was 3.27% compared to 3.52% for the first nine months of 2008.
“Funding costs continued to decline, which allowed our net interest margin to expand modestly despite the drag on earnings from the still high level of non-performing assets,” said Jones. Non-accruing loans reduced the margin by approximately 42 basis points in this year’s third quarter compared to approximately 45 basis points in the immediately preceding quarter of 2009 and approximately 24 basis points in the third quarter of 2008.
For the third quarter of 2009, net interest income before the provision for loan losses was $36.4 million, compared to $34.9 million in the preceding quarter and $37.6 million in the third quarter a year ago. In the first nine months of 2009, net interest income before the provision for loan losses was $106.2 million compared to $112.0 million in the first nine months of 2008. Revenues from core operations* (net interest income before the provision for loan losses plus total other operating income excluding fair value adjustments) were $45.2 million in the third quarter of 2009, compared to $43.9 million in the second quarter of 2009 and $45.7 million for the third quarter a year ago. Revenues from core operations for the first nine months of 2009 were $131.9 million, compared to $135.4 million for the same period of 2008.
Banner’s results for the quarter included a net gain of $4.6 million ($3.0 million after tax), compared to a net loss of $6.1 million ($3.9 million after tax) in the third quarter a year ago, for fair value adjustments as a result of changes in the valuation of financial instruments carried at fair value in accordance with the adoption of Statement of Financial Accounting Standards (SFAS) Nos. 157 and 159. The fair value adjustments in the current quarter predominantly reflect changes in the valuation of trust preferred securities, including pooled trust preferred securities, and junior subordinated debentures, both owned and issued by the Company.
Total other operating income, which includes the changes in the valuation of financial instruments noted above, was $13.4 million in the third quarter, compared to $20.0 million in the preceding quarter and $2.0 million for the same quarter a year ago. For the first nine months of 2009, total other operating income was $38.1 million, compared to $18.9 million in the same period in 2008. Total other operating income from core operations* (excluding fair value adjustments) for the current quarter was $8.8 million, compared to $8.9 million in the preceding quarter and $8.1 million for the same quarter a year ago. For the first nine months of 2009, total other operating income from core operations increased 9% to $25.6 million, compared to $23.4 million in the first nine months of 2008. Income from deposit fees and other service charges increased to $5.7 million in the third quarter of 2009, compared to $5.4 million for the preceding quarter; however, reflecting the reduction in customer transaction volumes in the current economic environment, fees were slightly less than the $5.8 million recorded in the third quarter a year ago despite growth in the number of accounts. Income from mortgage banking operations decreased to $2.1 million in the third quarter compared to $2.9 million in the preceding quarter, but was up substantially from the $1.5 million recorded in the third quarter a year ago.
“The soft economy continued to adversely affect our payment processing business compared to a year ago as activity levels for deposit customers, cardholders and merchants remained subdued; however, we are pleased with the year-over-year growth in our customer base and encouraged by the continuing improvement in activity compared to the very low levels we experienced earlier this year,” said Jones. “We are also pleased that our mortgage banking revenues remained strong and substantially above the levels reported a year ago. Although not as significant as in the first two quarters of the year, the high level of refinancing activity again resulted in accelerated termination of mortgage servicing rights as reflected in the impairment of loan servicing revenues in the third quarter. Amortization and write-off of mortgage servicing rights totaled $415,000 for the third quarter of 2009, compared to $912,000 and $559,000, respectively, in the first and second quarters of this year and $176,000 in the third quarter a year ago.”
“We had another good quarter of managing controllable operating expenses; however, collection and legal costs, including charges related to acquired real estate, remained high,” said Jones. “Compensation, occupancy and other manageable operating expenses have shown steady reductions over the past twelve months as we have made significant progress in improving our core operating efficiency. Unfortunately, compared to a year ago FDIC insurance expense has increased substantially and offset much of this improvement. FDIC insurance charges were $2.2 million and $7.8 million, respectively, for the quarter and nine months ended September 30, 2009, compared to $701,000 and $1.7 million, respectively, for the quarter and nine months ended September 30, 2008. In addition, expenses associated with acquired real estate increased to $2.8 million for the quarter and $5.2 million for the nine months ended September 30, 2009, compared to $758,000 and $1.6 million, respectively, for the same quarter and nine-month period a year earlier. We anticipate collection costs and FDIC insurance premiums will continue to be above historical levels for a number of future quarters.”
Total other operating expenses from core operations* (non-interest expenses excluding the goodwill write-off that occurred during the quarter ended June 30, 2008) were $36.6 million in the third quarter, compared to $36.9 million in the preceding quarter and $34.0 million in the third quarter a year ago. For the first nine months of the year, other operating expenses from core operations were $107.3 million compared to $102.9 million in the first nine months of 2008. Operating expenses from core operations as a percentage of average assets was 3.17% in the third quarter of 2009, compared to 3.27% in the preceding quarter and 2.91% in the third quarter a year ago.
*Earnings information excluding the goodwill impairment charge and fair value adjustments (alternately referred to as total other operating income from core operations, total other operating expenses from core operations, revenues from core operations, or operating expenses from core operations) represent non-GAAP (Generally Accepted Accounting Principles) financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in the Company’s core operations reflected in the current quarter’s and year-to-date’s results. Where applicable, the Company has also presented comparable earnings information using GAAP financial measures.
Balance Sheet Review
Net loans were $3.80 billion at September 30, 2009, compared to $3.94 billion a year earlier. Total assets were $4.79 billion at September 30, 2009, compared to $4.65 billion a year earlier.
“In the third quarter of 2009, commercial and multifamily real estate loan balances increased by $19.6 million while commercial business loans were essentially unchanged compared to the prior quarter end. In addition, agricultural loans experienced an expected seasonal increase of $10.3 million and one-to-four family residential loans increased by $23.4 million,” said Jones. “However, the continued reductions in construction and land development loans resulted in a modest decrease in total loan balances compared to the prior quarter end. Although still slower than historical levels, home sales have improved, contributing to a $205 million reduction in our portfolio of one-to-four family construction loans over the past twelve months, including a $60.0 million decrease in the most recent quarter. As a result, at September 30, 2009 our one-to-four family construction loans totaled $277 million, a decline of $378 million from their peak quarter-end balance of $655 million at June 30, 2007.
Total deposits were $3.86 billion at September 30, 2009, compared to $3.75 billion at the end of the preceding quarter and $3.79 billion a year ago. Non-interest-bearing accounts increased by nearly $39 million during the quarter to $546 million at September 30, 2009, compared to $508 million at June 30, 2009 and $522 million a year ago. Interest-bearing accounts increased by $73 million in the third quarter of 2009 and at quarter end exceeded the year earlier balances by $45 million despite the substantial decrease in public funds and brokered deposits.
“Our retail deposit franchise had another strong quarter and we have now more than replaced all of the public funds and brokered deposits that we have chosen to run off,” said Jones. “Over the past twelve months, we have allowed $253 million in public funds to run off as the new higher collateralization requirements and the shared risk exposure under the Washington and Oregon State requirements have made retaining those deposits less desirable than in the past. In addition, although brokered deposits have never been an important component of our funding, we have reduced brokered deposits by $58 million over the same twelve-month period. We are pleased that we were able to produce this retail deposit growth while also significantly reducing our overall cost of deposits, including another 20 basis point decrease during the third quarter. This strong retail deposit growth, especially in the third quarter, has allowed us to steadily build our short-term liquidity, a key operating goal, and lower our loan-to-deposits ratio towards our long-term goal of 95%.”
“Despite the challenging operating environment, Banner Corporation and its subsidiary banks continue to maintain capital levels significantly in excess of the requirements to be categorized as ‘well-capitalized’ under applicable regulatory standards,” said Jones. Banner Corporation’s Tier 1 leverage capital to average assets ratio was 9.66% and its total capital to risk-weighted assets ratio was 12.54% at September 30, 2009.
Tangible stockholders’ equity at September 30, 2009 was $395.2 million, including $117.0 million attributable to preferred stock, compared to $301.4 million a year ago. Tangible common stockholders’ equity was $278.2 million at September 30, 2009, or 5.82% of tangible assets, compared to $301.4 million, or 6.60% of tangible assets a year earlier. Tangible book value per common share was $14.13 at quarter-end, compared to $18.01 a year earlier. At September 30, 2009, Banner had 19.7 million shares outstanding, while it had 16.7 million shares outstanding a year ago.
“A frequently asked question about us is the date of our bank regulatory examinations. A regularly scheduled regulatory examination of Banner Bank, our lead bank, was conducted in the late third quarter of 2009. We have not yet received a written report of that examination but have had the normal field examiner exit conference and have incorporated the financial-related results of that conference in our third quarter financial results,” concluded Jones.
Conference Call
Banner will host a conference call on Wednesday, October 21, 2009, at 8:00 a.m. PDT, to discuss third quarter 2009 results. The conference call can be accessed live by telephone at 480-629-9723 using access code 4171247 to participate in the call. To listen to the call online, go to the Company’s website at www.bannerbank.com. A replay will be available for a week at (303) 590-3030, using access code 4171247.
About the Company
Banner Corporation is a $4.8 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho. Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.
This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Board of Governors of the Federal Reserve System and our bank subsidiaries by the Federal Deposit Insurance Corporation, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses or to write-down assets; fluctuations in agricultural commodity prices, crop yields and weather conditions; our ability to control operating costs and expenses; our ability to implement our branch expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our business; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; our ability to pay dividends; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board; war or terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and other risks detailed in Banner’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
BANR - Third Quarter 2009 Results
RESULTS OF OPERATIONS
(in thousands except shares and per share data)
Quarters Ended Nine Months Ended
---------------------------------- ----------------------
Sep 30, Jun 30, Sep 30, Sep 30, Sep 30,
2009 2009 2008 2009 2008
---------- ---------- ---------- ---------- ----------
INTEREST
INCOME:
Loans
receiv-
able $ 56,175 $ 55,500 $ 64,181 $ 168,022 $ 196,348
Mortgage-
backed
securi-
ties 1,422 1,569 1,040 4,792 3,280
Securi-
ties and
cash
equi-
valents 1,976 2,089 2,786 6,248 8,374
---------- ---------- ---------- ---------- ----------
59,573 59,158 68,007 179,062 208,002
INTEREST
EXPENSE:
Deposits 20,818 21,638 26,818 65,548 84,446
Federal
Home
Loan Bank
advances 630 675 1,160 2,025 4,310
Other
borrow-
ings 655 671 734 1,553 1,874
Junior
subord-
inated
deben-
tures 1,118 1,249 1,669 3,700 5,399
---------- ---------- ---------- ---------- ----------
23,221 24,233 30,381 72,826 96,029
---------- ---------- ---------- ---------- ----------
Net
interest
income
before
provision
for loan
losses 36,352 34,925 37,626 106,236 111,973
PROVISION
FOR LOAN
LOSSES 25,000 45,000 8,000 92,000 29,500
---------- ---------- ---------- ---------- ----------
Net
interest
income
(loss) 11,352 (10,075) 29,626 14,236 82,473
OTHER
OPERATING
INCOME:
Deposit
fees and
other
service
charges 5,705 5,408 5,770 16,049 16,277
Mortgage
banking
opera-
tions 2,065 2,860 1,500 7,640 4,694
Loan
servicing
fees 282 248 536 260 1,485
Miscell-
aneous 768 412 286 1,700 980
---------- ---------- ---------- ---------- ----------
8,820 8,928 8,092 25,649 23,436
Increase
(Decrease)
in
valuation
of fin-
ancial
instru-
ments
carried
at fair
value 4,633 11,049 (6,056) 12,429 (4,584)
---------- ---------- ---------- ---------- ----------
Total
other
operating
income 13,453 19,977 2,036 38,078 18,852
OTHER
OPERATING
EXPENSE:
Salary
and
employee
benefits 17,379 17,528 18,241 52,508 57,623
Less
capital-
ized
loan
origi-
nation
costs (2,060) (2,834) (2,040) (7,010) (7,009)
Occupancy
and
equipment 5,715 5,928 5,956 17,697 17,813
Informa-
tion/
computer
data
services 1,551 1,599 1,560 4,684 5,389
Payment
and card
process-
ing
services 1,778 1,555 1,913 4,786 5,212
Profess-
ional
services 1,456 1,183 1,117 3,833 3,203
Adver-
tising
and
market-
ing 1,899 2,207 1,572 5,938 4,667
Deposit
insurance 2,219 4,102 701 7,818 1,661
State/
municipal
business
and use
taxes 558 532 572 1,630 1,712
Real
estate
opera-
tions 2,799 1,805 758 5,227 1,592
Miscell-
aneous 3,335 3,286 3,650 10,202 11,067
---------- ---------- ---------- ---------- ----------
36,629 36,891 34,000 107,313 102,930
Goodwill
write-
off -- -- -- -- 50,000
---------- ---------- ---------- ---------- ----------
Total
other
operat-
ing
expense 36,629 36,891 34,000 107,313 152,930
---------- ---------- ---------- ---------- ----------
Income
(Loss)
before
pro-
vision
(benefit)
for
income
taxes (11,824) (26,989) (2,338) (54,999) (51,605)
PROVISION
FOR
(BENEFIT
FROM)
INCOME
TAXES (5,376) (10,478) (1,347) (22,777) (2,143)
---------- ---------- ---------- ---------- ----------
NET
INCOME
(LOSS) $ (6,448) $ (16,511) $ (991) $ (32,222) $ (49,462)
========== ========== ========== ========== ==========
PREFERRED
STOCK
DIVIDEND
AND
DISCOUNT
ACCRETION
Preferred
stock
dividend 1,550 1,550 -- 4,650 --
Preferred
stock
discount
accre-
tion 373 373 -- 1,119 --
---------- ---------- ---------- ---------- ----------
NET INCOME
(LOSS)
AVAILABLE
TO
COMMON
SHARE-
HOLDERS $ (8,371) $ (18,434) $ (991) $ (37,991) $ (49,462)
========== ========== ========== ========== ==========
Earnings
(Loss)
per
share
available
to
common
share-
holder
Basic $ (0.44) $ (1.04) $ (0.06) $ (2.11) $ (3.09)
Diluted $ (0.44) $ (1.04) $ (0.06) $ (2.11) $ (3.09)
Cumulative
dividends
declared
per
common
share $ 0.01 $ 0.01 $ 0.05 $ 0.03 $ 0.45
Weighted
average
common
shares
out-
standing
Basic 19,022,522 17,746,051 16,402,607 17,982,945 16,025,403
Diluted 19,022,522 17,746,051 16,402,607 17,982,945 16,025,403
Common
shares
repur-
chased
during
the
period -- -- -- -- 613,903
Common
shares
issued
in conn-
ection
with
exercise
of stock
options
or DRIP 1,507,485 780,906 675,186 2,781,905 653,036
BANR - Third Quarter 2009 Results
FINANCIAL CONDITION
(in thousands except shares and per share data)
Sep 30, Jun 30, Sep 30, Dec 31,
2009 2009 2008 2008
----------- ----------- ----------- -----------
ASSETS
Cash and due
from banks $ 60,531 $ 67,339 $ 80,508 $ 89,964
Federal funds and
interest-bearing
deposits 270,623 16,919 403 12,786
Securities -
at fair value 167,944 167,476 239,009 203,902
Securities -
available for sale 74,527 50,980 -- 53,272
Securities - held
to maturity 76,630 77,321 55,389 59,794
Federal Home
Loan Bank stock 37,371 37,371 37,371 37,371
Loans receivable:
Held for sale 4,781 8,377 6,085 7,413
Held for
portfolio 3,891,413 3,904,704 3,993,094 3,953,995
Allowance for
loan losses (95,183) (90,694) (58,846) (75,197)
----------- ----------- ----------- -----------
3,801,011 3,822,387 3,940,333 3,886,211
Accrued interest
receivable 20,912 18,892 22,799 21,219
Real estate owned
held for sale, net 53,576 56,967 10,147 21,782
Property and
equipment, net 104,469 103,709 97,958 97,647
Goodwill and other
intangibles, net 11,718 12,365 85,513 13,716
Bank-owned
life insurance 54,037 53,341 52,500 52,680
Other assets 54,659 47,475 28,329 34,024
----------- ----------- ----------- -----------
$ 4,788,008 $ 4,532,542 $ 4,650,259 $ 4,584,368
=========== =========== =========== ===========
LIABILITIES
Deposits:
Non-interest-
bearing $ 546,956 $ 508,284 $ 521,927 $ 509,105
Interest-bearing
transaction and
savings
accounts 1,305,546 1,131,093 1,086,621 1,137,878
Interest-bearing
certificates 2,008,673 2,110,466 2,182,318 2,131,867
----------- ----------- ----------- -----------
3,861,175 3,749,843 3,790,866 3,778,850
Advances from
Federal Home Loan
Bank at fair value 255,806 115,946 209,243 111,415
Customer
repurchase
agreements and
other borrowings 174,770 158,249 104,496 145,230
Junior
subordinated
debentures at
fair value 47,859 49,563 101,358 61,776
Accrued expenses
and other
liabilities 28,715 36,652 44,486 40,600
Deferred
compensation 12,960 12,815 12,880 13,149
----------- ----------- ----------- -----------
4,381,285 4,123,068 4,263,329 4,151,020
STOCKHOLDERS'
EQUITY
Preferred stock -
Series A 117,034 116,661 -- 115,915
Common stock 327,385 322,582 306,741 316,740
Retained earnings
(accumulated
deficit) (36,402) (27,826) 82,377 2,150
Other components
of stockholders'
equity (1,294) (1,943) (2,188) (1,457)
----------- ----------- ----------- -----------
406,723 409,474 386,930 433,348
----------- ----------- ----------- -----------
$ 4,788,008 $ 4,532,542 $ 4,650,259 $ 4,584,368
=========== =========== =========== ===========
Common Shares
Issued:
Shares outstanding
at end of period 19,933,943 18,426,458 16,980,468 17,152,038
Less unearned
ESOP shares at
end of period 240,381 240,381 240,381 240,381
----------- ----------- ----------- -----------
Shares outstanding
at end of period
excluding
unearned
ESOP shares 19,693,562 18,186,077 16,740,087 16,911,657
=========== =========== =========== ===========
Common
stockholders'
equity per
share(1) $ 14.72 $ 16.10 $ 23.11 $ 18.77
Common
stockholders'
tangible equity
per share(1)(2) $ 14.13 $ 15.42 $ 18.01 $ 17.96
Tangible common
stockholders'
equity to
tangible
assets 5.82% 6.20% 6.60% 6.64%
Consolidated
Tier 1
leverage capital
ratio 9.66% 9.90% 8.86% 10.32%
(1) Calculation is based on number of common shares outstanding at
the end of the period rather than weighted average shares
outstanding and excludes unallocated shares in the ESOP.
(2) Tangible common equity excludes preferred stock, goodwill, core
deposit and other intangibles.
BANR - Third Quarter 2009 Results
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Sep 30, Jun 30, Sep 30, Dec 31,
2009 2009 2008 2008
---------- ---------- ---------- ----------
LOANS (including
loans held for sale):
Commercial real
estate
Owner occupied $ 481,698 $ 476,922 $ 448,972 $ 459,446
Investment
properties 585,206 572,999 564,947 554,263
Multifamily real
estate 152,832 150,168 141,787 151,274
Commercial
construction 83,937 90,762 113,342 104,495
Multifamily
construction 62,614 56,968 22,236 33,661
One- to
four-family
construction 277,419 337,368 482,443 420,673
Land and land
development
Residential 346,308 359,994 417,041 424,002
Commercial 47,182 43,703 64,480 62,128
Commercial
business 678,187 678,273 694,688 679,867
Agricultural
business
including secured
by farmland 225,603 215,339 213,753 204,142
One- to
four-family real
estate 676,928 653,513 561,043 599,169
Consumer 278,280 277,072 274,447 268,288
---------- ---------- ---------- ----------
Total loans
outstanding $3,896,194 $3,913,081 $3,999,179 $3,961,408
========== ========== ========== ==========
Restructured loans
performing under
their restructured
terms $ 55,161 $ 55,031 $ 15,514 $ 23,635
========== ========== ========== ==========
Loans 30 - 89 days
past due and on
accrual $ 21,243 $ 34,038 $ 18,587 $ 61,124
========== ========== ========== ==========
Total delinquent
loans (including
loans on
non-accrual) $ 264,531 $ 259,107 $ 137,953 $ 248,469
========== ========== ========== ==========
Total delinquent
loans / Total
loans outstanding 6.79% 6.62% 3.45% 6.27%
GEOGRAPHIC CONCENTRATION OF LOANS AT
September 30, 2009
Washington Oregon Idaho Other Total
---------- ---------- ---------- ---------- ----------
Commercial
real
estate
Owner
occupied $ 380,170 $ 59,793 $ 41,735 $ -- $ 481,698
Invest-
ment
proper-
ties 423,431 107,090 44,243 10,442 585,206
Multi-
family
real
estate 127,882 12,823 8,800 3,327 152,832
Commercial
construc-
tion 62,827 13,390 7,720 -- 83,937
Multi-
family
construc-
tion 33,837 28,777 -- -- 62,614
One- to
four-
family
construc-
tion 133,319 129,552 14,548 -- 277,419
Land and
land
develop-
ment
Resi-
dential 170,345 132,624 43,339 -- 346,308
Commercial 30,400 12,127 4,655 -- 47,182
Commercial
business 483,451 94,828 74,621 25,287 678,187
Agri-
cultural
business
including
secured
by
farmland 105,119 55,488 64,963 33 225,603
One- to
four-
family
real
estate 470,912 169,564 33,205 3,247 676,928
Consumer 196,305 64,056 17,418 501 278,280
---------- ---------- ---------- ---------- ----------
Total
loans
outstand-
ing $2,617,998 $ 880,112 $ 355,247 $ 42,837 $3,896,194
========== ========== ========== ========== ==========
Percent
of
total
loans 67.2% 22.6% 9.1% 1.1% 100.0%
DETAIL OF LAND AND LAND DEVELOPMENT LOANS AT
September 30, 2009
Washington Oregon Idaho Other Total
---------- ---------- ---------- ---------- ----------
Residential
Acqui-
sition &
develop-
ment $ 93,883 $ 91,781 $ 20,236 $ -- $ 205,900
Improved
lots 53,187 33,431 2,754 -- 89,372
Unimproved
land 23,275 7,412 20,349 -- 51,036
---------- ---------- ---------- ---------- ----------
Total
resi-
dential
land and
develop-
ment $ 170,345 $ 132,624 $ 43,339 $ -- $ 346,308
========== ========== ========== ========== ==========
Commercial
& indus-
trial
Acqui-
sition &
develop-
ment $ 8,975 $ -- $ 200 $ -- $ 9,175
Improved
land 9,906 10,643 -- -- 20,549
Unimproved
land 11,519 1,484 4,455 -- 17,458
---------- ---------- ---------- ---------- ----------
Total
commer-
cial
land and
develop-
ment $ 30,400 $ 12,127 $ 4,655 $ -- $ 47,182
========== ========== ========== ========== ==========
BANR - Third Quarter 2009 Results
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Quarters Ended Nine Months Ended
---------------------------- ------------------
Sep 30, Jun 30, Sep 30, Sep 30, Sep 30,
2009 2009 2008 2009 2008
-------- -------- -------- -------- --------
CHANGE IN THE
ALLOWANCE FOR
LOAN LOSSES
Balance, beginning
of period $ 90,694 $ 79,724 $ 58,570 $ 75,197 $ 45,827
Provision 25,000 45,000 8,000 92,000 29,500
Recoveries of loans
previously
charged off:
Commercial real
estate -- -- 1,530 -- 1,530
Multifamily real
estate -- -- -- -- --
Construction
and land 299 266 39 617 48
One- to
four-family
real estate 21 89 4 112 44
Commercial
business 120 249 130 439 390
Agricultural
business,
including
secured by
farmland 6 22 610 28 618
Consumer 152 32 44 215 126
-------- -------- -------- -------- --------
598 658 2,357 1,411 2,756
Loans charged-off:
Commercial real
estate -- -- -- -- (7)
Multifamily real
estate -- -- -- -- --
Construction and
land (16,614) (27,290) (7,567) (56,321) (13,616)
One- to
four-family
real estate (856) (1,181) (220) (3,128) (411)
Commercial
business (3,060) (2,438) (1,889) (9,292) (4,439)
Agricultural
business,
including
secured by
farmland -- (3,186) (60) (3,186) (60)
Consumer (579) (593) (345) (1,498) (704)
-------- -------- -------- -------- --------
(21,109) (34,688) (10,081) (73,425) (19,237)
-------- -------- -------- -------- --------
Net charge-offs (20,511) (34,030) (7,724) (72,014) (16,481)
-------- -------- -------- -------- --------
Balance, end
of period $ 95,183 $ 90,694 $ 58,846 $ 95,183 $ 58,846
======== ======== ======== ======== ========
Net charge-offs /
Average loans
outstanding 0.53% 0.87% 0.19% 1.83% 0.42%
Sep 30, Jun 30, Sep 30, Dec 31,
2009 2009 2008 2008
------- ------- ------- -------
ALLOCATION OF
ALLOWANCE FOR
LOAN LOSSES
Specific or allocated
loss allowance
Commercial real estate $ 7,580 $ 5,333 $ 2,789 $ 4,199
Multifamily real estate 89 83 103 87
Construction and land 49,829 55,585 21,932 38,253
One- to four-family
real estate 2,304 1,333 511 752
Commercial business 20,906 19,474 23,085 16,533
Agricultural business,
including secured
by farmland 1,540 1,323 1,097 530
Consumer 1,758 1,540 2,935 1,730
------- ------- ------- -------
Total allocated 84,006 84,671 52,452 62,084
Estimated allowance for
undisbursed commitments 2,202 1,976 1,060 1,108
Unallocated 8,975 4,047 5,334 12,005
------- ------- ------- -------
Total allowance for
loan losses $95,183 $90,694 $58,846 $75,197
======= ======= ======= =======
Allowance for loan losses /
Total loans outstanding 2.44% 2.32% 1.47% 1.90%
BANR - Third Quarter 2009 Results
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Sep 30, Jun 30, Sep 30, Dec 31,
2009 2009 2008 2008
--------- --------- --------- ---------
NON-PERFORMING ASSETS
Loans on non-accrual status
Secured by real estate:
Commercial $ 8,073 $ 7,244 $ 6,368 $ 12,879
Multifamily -- -- -- --
Construction and land 193,281 180,989 98,108 154,823
One- to four-family 18,107 15,167 6,583 8,649
Commercial business 15,070 12,339 6,905 8,617
Agricultural business,
including secured by
farmland 5,868 7,478 265 1,880
Consumer -- 227 427 130
--------- --------- --------- ---------
240,399 223,444 118,656 186,978
Loans more than 90 days
delinquent, still on
accrual Secured by
real estate:
Commercial -- -- -- --
Multifamily -- -- -- --
Construction and land 2,090 603 -- --
One- to four-family 690 624 635 124
Commercial business -- 209 -- --
Agricultural business,
including secured by
farmland -- -- -- --
Consumer 109 189 75 243
--------- --------- --------- ---------
2,889 1,625 710 367
--------- --------- --------- ---------
Total non-performing
loans 243,288 225,069 119,366 187,345
Securities on
non-accrual at fair
value 1,236 -- -- --
Real estate owned (REO)
/ Repossessed assets 53,765 57,197 10,153 21,886
--------- --------- --------- ---------
Total non-performing
assets $ 298,289 $ 282,266 $ 129,519 $ 209,231
========= ========= ========= =========
Total non-performing
assets / Total assets 6.23% 6.23% 2.79% 4.56%
DETAIL & GEOGRAPHIC CONCENTRATION OF
NON-PERFORMING ASSETS AT
September 30, 2009
Washington Oregon Idaho Other Total
---------- ---------- ---------- ---------- ----------
Secured
by real
estate:
Commer-
cial $ 7,136 $ 787 $ 150 $ -- $ 8,073
Multi-
family -- -- -- -- --
Construc-
tion and
land
One- to
four-
family
con-
struc-
tion 29,562 29,816 9,186 -- 68,564
Resi-
dential
land
acqui-
sition
& devel-
opment 31,480 36,222 10,097 -- 77,799
Resi-
dential
land
improved
lots 12,068 6,549 1,423 -- 20,040
Resi-
dential
land
unim-
proved 9,188 421 2,221 -- 11,830
Commer-
cial
land
acqui-
sition
& devel-
opment -- -- -- -- --
Commer-
cial
land
improved -- 10,656 -- -- 10,656
Commer-
cial
land
unim-
proved 4,382 -- 2,100 -- 6,482
---------- ---------- ---------- ---------- ----------
Total
con-
struc-
tion
and
land 86,680 83,664 25,027 -- 195,371
One- to
four-
family 9,750 3,055 4,816 1,176 18,797
Commercial
business 13,000 631 1,439 -- 15,070
Agri-
cultural
business,
including
secured
by
farmland -- 253 5,615 -- 5,868
Consumer 109 -- -- -- 109
---------- ---------- ---------- ---------- ----------
Total non-
performing
loans 116,675 88,390 37,047 1,176 243,288
Securities
on non-
accrual -- -- -- 1,236 1,236
Real
estate
owned
(REO) and
reposs-
essed
assets 40,312 9,025 4,428 -- 53,765
---------- ---------- ---------- ---------- ----------
Total
non-
per-
forming
assets
at end
of the
period $ 156,987 $ 97,415 $ 41,475 $ 2,412 $ 298,289
========== ========== ========== ========== ==========
BANR - Third Quarter 2009 Results
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
DEPOSITS & OTHER
BORROWINGS
Sep 30, Jun 30, Sep 30, Dec 31,
2009 2009 2008 2008
---------- ---------- ---------- ----------
BREAKDOWN OF
DEPOSITS
Non-interest-
bearing $ 546,956 $ 508,284 $ 521,927 $ 509,105
---------- ---------- ---------- ----------
Interest-bearing
checking 329,820 312,024 373,496 378,952
Regular savings
accounts 521,663 499,447 519,285 474,885
Money market
accounts 454,063 319,622 193,840 284,041
---------- ---------- ---------- ----------
Interest-bearing
transaction &
savings
accounts 1,305,546 1,131,093 1,086,621 1,137,878
---------- ---------- ---------- ----------
Interest-bearing
certificates 2,008,673 2,110,466 2,182,318 2,131,867
---------- ---------- ---------- ----------
Total deposits $3,861,175 $3,749,843 $3,790,866 $3,778,850
========== ========== ========== ==========
INCLUDED IN
TOTAL DEPOSITS
Public
transaction
accounts $ 44,645 $ 48,644 $ 100,776 $ 117,402
Public interest-
bearing
certificates 98,906 134,213 295,432 221,915
---------- ---------- ---------- ----------
Total public
deposits $ 143,551 $ 182,857 $ 396,208 $ 339,317
========== ========== ========== ==========
Total brokered
deposits $ 186,087 $ 247,514 $ 243,723 $ 268,458
========== ========== ========== ==========
INCLUDED IN OTHER
BORROWINGS
Customer
repurchase
agreements /
"Sweep accounts" $ 124,795 $ 108,277 $ 103,496 $ 145,230
========== ========== ========== ==========
GEOGRAPHIC CONCENTRATION OF DEPOSITS AT
September 30, 2009
Washington Oregon Idaho Total
---------- ---------- ---------- ----------
$2,998,259 $ 599,166 $ 263,750 $3,861,175
========== ========== ========== ==========
REGULATORY CAPITAL RATIO AT Minimum for
September 30, 2009 Capital Adequacy
Actual or "Well Capitalized"
----------------------- -----------------------
Amount Ratio Amount Ratio
---------- ---------- ---------- ----------
Banner Corporation-
consolidated
Total capital to
risk-weighted
assets $ 491,587 12.54% $ 313,651 8.00%
Tier 1 capital to
risk-weighted
assets 442,009 11.27% 156,826 4.00%
Tier 1 leverage
capital to
average assets 442,009 9.66% 183,122 4.00%
Banner Bank
Total capital to
risk-weighted
assets 449,907 12.02% 374,243 10.00%
Tier 1 capital to
risk-weighted
assets 402,549 10.76% 224,546 6.00%
Tier 1 leverage
capital to
average assets 402,549 9.18% 219,310 5.00%
Islanders Bank
Total capital to
risk-weighted
assets 25,899 12.93% 20,028 10.00%
Tier 1 capital to
risk-weighted
assets 24,259 12.11% 12,017 6.00%
Tier 1 leverage
capital to
average assets 24,259 11.31% 10,727 5.00%
BANR - Third Quarter 2009 Results
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
Nine
Quarters Ended Months Ended
--------------------------------- ----------------------
OPERATING
PERFORMANCE
Sep 30, Jun 30, Sep 30, Sep 30, Sep 30,
2009 2009 2008 2009 2008
---------- --------- ---------- ---------- ----------
Average
loans $3,905,763 3,925,196 $4,001,999 $3,924,487 $3,917,155
Average
securities
and
deposits 461,360 394,244 342,153 419,924 330,474
Average
non-
interest-
earning
assets 219,780 199,981 296,572 204,414 334,733
---------- --------- ---------- ---------- ----------
Total
average
assets $4,586,903 4,519,421 $4,640,724 $4,548,825 $4,582,362
========== ========= ========== ========== ==========
Average
deposits $3,821,065 3,679,653 $3,810,718 $3,731,782 $3,712,530
Average
borrow-
ings 377,976 429,708 415,517 408,111 415,453
Average
non-
interest-
bearing
lia-
bilities (25,527) (18,421) 25,506 (17,357) 31,967
---------- --------- ---------- ---------- ----------
Total
average
lia-
bilities 4,173,514 4,090,940 4,251,741 4,122,536 4,159,950
Total
average
stock-
holders'
equity 413,389 428,481 388,983 426,289 422,412
---------- --------- ---------- ---------- ----------
Total
average
lia-
bilities
and
equity
$4,586,903 4,519,421 $4,640,724 $4,548,825 $4,582,362
========== ========= ========== ========== ==========
Interest
rate
yield on
loans 5.71% 5.67% 6.38% 5.72% 6.70%
Interest
rate
yield on
securities
and
deposits 2.92% 3.72% 4.45% 3.52% 4.71%
---------- --------- ---------- ---------- ----------
Interest
rate
yield
on
interest-
earning
assets 5.41% 5.49% 6.23% 5.51% 6.54%
---------- --------- ---------- ---------- ----------
Interest
rate
expense
on
deposits 2.16% 2.36% 2.80% 2.35% 3.04%
Interest
rate
expense
on
borrowings 2.52% 2.42% 3.41% 2.38% 3.72%
---------- --------- ---------- ---------- ----------
Interest
rate
expense
on
interest-
bearing
lia-
bilities 2.19% 2.37% 2.86% 2.35% 3.11%
---------- --------- ---------- ---------- ----------
Interest
rate
spread 3.22% 3.12% 3.37% 3.16% 3.43%
========== ========= ========== ========== ==========
Net
interest
margin 3.30% 3.24% 3.45% 3.27% 3.52%
========== ========= ========== ========== ==========
Other
operating
income /
Average
assets 1.16% 1.77% 0.17% 1.12% 0.55%
Other
operating
income
(loss)
EXCLUDING
change
in
valuation
of
financial
instruments
carried
at fair
value /
Average
assets(1) 0.76% 0.79% 0.69% 0.75% 0.68%
Other
operating
expense /
Average
assets 3.17% 3.27% 2.91% 3.15% 4.46%
Other
operating
expense
EXCLUDING
goodwill
write-
off /
Average
assets(1) 3.17% 3.27% 2.91% 3.15% 3.00%
Efficiency
ratio
(other
operating
expense /
revenue) 73.54% 67.19% 85.72% 74.36% 116.90%
Return
(Loss)
on
average
assets (0.56%) (1.47%) (0.08%) (0.95%) (1.44%)
Return
(Loss)
on
average
equity (6.19%) (15.46%) (1.01%) (10.11%) (15.64%)
Return
(Loss)
on
average
tangible
equity(2) (6.37%) (15.93%) (1.30%) (10.42%) (21.82%)
Average
equity /
Average
assets 9.01% 9.48% 8.38% 9.37% 9.22%
(1) Earnings information excluding the fair value adjustments and
goodwill impairment charge (alternately referred to as operating
income (loss) from core operations and expenses from core
operations) represent non-GAAP (Generally Accepted Accounting
Principles) financial measures.
(2) Average tangible equity excludes goodwill, core deposit and other
intangibles.
Oct. 20, 2009 (Business Wire) — HMN Financial, Inc. (NASDAQ:HMNF):
Third Quarter Highlights
- Net income of $881,000 compared to net loss of $7.1 million in third quarter of 2008
- Diluted earnings per share of $0.12 compared to diluted loss per share of $1.93 in third quarter of 2008
- Provision for loan losses down $12.4 million from third quarter of 2008
- Net interest margin of 3.46%, up 25 basis points from third quarter of 2008
- Nonperforming assets of $77.2 million, down $2.3 million from second quarter of 2009
Year to Date Highlights
- Net loss of $10.9 million compared to net loss of $7.6 million in the first nine months of 2008
- Diluted loss per share of $3.32 compared to diluted loss per share of $2.08 in the first nine months of 2008
- Provision for loan losses up $4.8 million over first nine months of 2008
- Net interest margin of 3.35%, up 14 basis points from first nine months of 2008
- Nonperforming assets of $77.2 million, up $2.4 million in the first nine months of 2009
- Total assets decreased $113 million in first nine months of 2009
| Earnings (Loss) Summary |
|
|
Three Months Ended |
|
|
|
Nine Months Ended |
|
|
|
|
September 30, |
|
|
|
September 30, |
|
| (dollars in thousands, except per share amounts) |
|
|
2009 |
|
2008 |
|
|
|
2009 |
|
2008 |
|
| Net income (loss) |
|
$ |
881 |
|
(7,051 |
) |
|
|
$ |
(10,945 |
) |
|
(7,589 |
) |
|
| Diluted earnings (loss) per share |
|
|
0.12 |
|
(1.93 |
) |
|
|
|
(3.32 |
) |
|
(2.08 |
) |
|
| Return on average assets |
|
|
0.34 |
|
(2.54 |
) |
% |
|
|
(1.34 |
) |
|
(0.92 |
) |
% |
| Return on average equity |
|
|
3.52 |
|
(29.14 |
) |
% |
|
|
(13.79 |
) |
|
(10.36 |
) |
% |
| Book value per share |
|
$ |
18.09 |
|
20.77 |
|
|
|
$ |
18.09 |
|
|
20.77 |
|
|
HMN Financial, Inc. (HMN or the Company) (NASDAQ:HMNF), the $1.0 billion holding company for Home Federal Savings Bank (the Bank), today reported net income of $881,000 for the third quarter of 2009, a $7.9 million change from a net loss of $7.1 million for the third quarter of 2008. Net income available to common shareholders for the third quarter of 2009 was $443,000, a change of $7.5 million, from a net loss available to common shareholders of $7.1 million for the third quarter of 2008. Diluted earnings per common share for the third quarter of 2009 were $0.12, up $2.05 from the diluted loss per share of $1.93 for the third quarter of 2008. The increase in net income for the third quarter of 2009 is due primarily to a $12.4 million decrease in the loan loss provision between the periods. The provision decreased primarily because of the $12.0 million provision and related charge-off recorded in the third quarter of 2008 due to apparently fraudulent activity on a commercial loan.
President’s Statement
“We are pleased to report positive earnings for the third quarter of 2009” said Bradley Krehbiel, Principal Executive Officer of HMN. “While the economic environment for commercial real estate continues to be challenging, we are encouraged by some recent sales and renewed interest in some of our non-performing real estate. We continue to focus our efforts on reducing non-performing assets, reducing industry loan concentrations, increasing our core retail and commercial deposit relationships and reducing expenses. We believe that, over time, our focus on these areas will be effective in generating improved financial results. In the meantime, Home Federal Savings Bank continues to have adequate available liquidity and its capital position remains above the levels required for it to be considered a well capitalized financial institution by regulatory standards.”
Third Quarter Results
Net Interest Income
Net interest income was $8.6 million for the third quarter of 2009, the same as for the third quarter of 2008. Interest income was $14.3 million for the third quarter of 2009, a decrease of $2.1 million, or 12.5%, from $16.4 million for the same period in 2008. Interest income decreased primarily because of a decrease in the average yields earned on loans and investments. The decreased average yields were the result of the 175 basis point decrease in the prime interest rate between the periods. Decreases in the prime rate, which is the rate that banks charge their prime business customers, generally decrease the rates on adjustable rate consumer and commercial loans in the portfolio and on new loans originated. Interest income was also adversely affected by the increase in non-performing loans between the periods. The average yield earned on interest-earning assets was 5.77% for the third quarter of 2009, a decrease of 37 basis points from the 6.14% average yield for the third quarter of 2008.
Interest expense was $5.7 million for the third quarter of 2009, a decrease of $2.1 million, or 26.5%, compared to $7.8 million for the third quarter of 2008. Interest expense decreased primarily because of the lower interest rates paid on money market accounts and certificates of deposits. The decreased rates were the result of the 175 basis point decrease in the federal funds rate that occurred between the periods and the 225 basis point decrease that occurred in the first nine months of 2008. Decreases in the federal funds rate, which is the rate that banks charge other banks for short term loans, generally have a lagging effect and decrease the rates banks pay for deposits. The lagging effect of deposit rate changes is primarily due to the Bank’s deposits that are in the form of certificates of deposit which do not reprice immediately when the federal funds rate changes. The average interest rate paid on interest bearing liabilities was 2.43% for the third quarter of 2009, a decrease of 69 basis points from the 3.12% average rate paid in the third quarter of 2008. Net interest margin (net interest income divided by average interest earning assets) for the third quarter of 2009 was 3.46%, an increase of 25 basis points, compared to 3.21% for the third quarter of 2008.
Provision for Loan Losses
The provision for loan losses was $3.4 million for the third quarter of 2009, a decrease of $12.4 million, compared to $15.8 million for the third quarter of 2008. The provision decreased primarily because of the $12.0 million provision and related charge-off recorded in the third quarter of 2008 due to apparently fraudulent activity on a commercial loan. The loan loss provision for the third quarter of 2009 includes $3.2 million related to a commercial loan that was charged off during the quarter because the collateral supporting the loan was determined to be inadequate due to the apparently fraudulent activity of the borrower. Total non-performing assets were $77.2 million at September 30, 2009, a decrease of $2.3 million, or 2.8%, from $79.5 million at June 30, 2009. Non-performing loans decreased $1.0 million and foreclosed and repossessed assets decreased $1.3 million during the third quarter. The non-performing loan and foreclosed and repossessed asset activity for the quarter was as follows:
| (Dollars in thousands) |
|
|
|
|
| Non-performing loans |
|
|
Foreclosed and repossessed assets |
|
| June 30, 2009 |
$ |
62,667 |
|
|
June 30, 2009 |
$ |
16,796 |
|
| Classified as non-performing |
|
7,273 |
|
|
Transferred from non-performing loans |
|
4,512 |
|
| Charge offs |
|
(1,839 |
) |
|
Other foreclosures/repossessions |
|
987 |
|
| Principal payments received |
|
(1,762 |
) |
|
Real estate sold |
|
(7,048 |
) |
| Classified as accruing |
|
(116 |
) |
|
Net gain on sale of assets |
|
1,406 |
|
| Transferred to real estate owned |
|
(4,512 |
) |
|
Write downs |
|
(1,159 |
) |
| September 30, 2009 |
$ |
61,711 |
|
|
September 30, 2009 |
$ |
15,494 |
|
|
|
|
|
|
|
|
|
|
The following table summarizes the amounts and categories of non-performing assets in the Bank’s portfolio and loan delinquency information as of the end of the two most recently completed quarters and December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
June 30, |
|
|
|
December 31, |
|
| (Dollars in thousands) |
|
2009 |
|
|
|
2009 |
|
|
|
2008 |
|
| Non-Accruing Loans: |
|
|
|
|
|
|
|
|
|
|
|
| One-to-four family real estate |
$ |
1,857 |
|
|
$ |
700 |
|
|
$ |
7,251 |
|
| Commercial real estate |
|
38,731 |
|
|
|
42,393 |
|
|
|
46,953 |
|
| Consumer |
|
4,302 |
|
|
|
5,942 |
|
|
|
5,298 |
|
| Commercial business |
|
16,821 |
|
|
|
13,632 |
|
|
|
4,671 |
|
| Total |
|
61,711 |
|
|
|
62,667 |
|
|
|
64,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other assets |
|
0 |
|
|
|
25 |
|
|
|
25 |
|
| Foreclosed and Repossessed Assets: |
|
|
|
|
|
|
|
|
|
|
|
| One-to-four family real estate |
|
793 |
|
|
|
536 |
|
|
|
258 |
|
| Commercial real estate |
|
14,701 |
|
|
|
16,235 |
|
|
|
10,300 |
|
| Total non-performing assets |
$ |
77,205 |
|
|
$ |
79,463 |
|
|
$ |
74,756 |
|
| Total as a percentage of total assets |
|
7.48 |
% |
|
|
7.54 |
% |
|
|
6.53 |
% |
| Total non-performing loans |
$ |
61,711 |
|
|
$ |
62,667 |
|
|
$ |
64,173 |
|
| Total as a percentage of total loans receivable, net |
|
7.54 |
% |
|
|
7.49 |
% |
|
|
7.12 |
% |
| Allowance for loan loss to non-performing loans |
|
43.82 |
% |
|
|
40.54 |
% |
|
|
33.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
| Delinquency Data: |
|
|
|
|
|
|
|
|
|
|
|
| Delinquencies (1) |
|
|
|
|
|
|
|
|
|
|
|
| 30+ days |
$ |
3,769 |
|
|
$ |
10,080 |
|
|
$ |
11,488 |
|
| 90+ days |
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Delinquencies as a percentage of |
|
|
|
|
|
|
|
|
|
|
|
| loan and lease portfolio (1) |
|
|
|
|
|
|
|
|
|
|
|
| 30+ days |
|
0.45 |
% |
|
|
1.18 |
% |
|
|
1.26 |
% |
| 90+ days |
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes non-accrual loans.
The following table summarizes the number and types of commercial real estate loans (the largest category of non-performing loans) that were non-performing as of the end of the two most recently completed quarters and December 31, 2008.
|
|
|
|
|
Principal |
|
|
|
|
|
Principal |
|
|
|
|
|
Principal |
| (Dollars in thousands) |
|
|
|
|
Amount of Loan |
|
|
|
|
|
Amount of Loan |
|
|
|
|
|
Amount of Loan |
|
|
|
|
|
at September 30, |
|
|
|
|
|
at June 30, |
|
|
|
|
|
at December 31, |
| Property Type |
|
|
# |
|
2009 |
|
|
|
# |
|
2009 |
|
|
|
# |
|
2008 |
| Residential developments |
|
|
7 |
|
$ |
13,995 |
|
|
|
8 |
|
$ |
18,891 |
|
|
|
6 |
|
$ |
17,680 |
| Single family homes |
|
|
3 |
|
|
1,615 |
|
|
|
3 |
|
|
1,674 |
|
|
|
4 |
|
|
898 |
| Condominiums |
|
|
0 |
|
|
0 |
|
|
|
0 |
|
|
0 |
|
|
|
1 |
|
|
5,440 |
| Hotels |
|
|
1 |
|
|
4,999 |
|
|
|
1 |
|
|
4,999 |
|
|
|
1 |
|
|
4,999 |
| Alternative fuel plants |
|
|
2 |
|
|
12,789 |
|
|
|
2 |
|
|
12,676 |
|
|
|
2 |
|
|
12,493 |
| Shopping center/retail |
|
|
3 |
|
|
2,349 |
|
|
|
2 |
|
|
1,182 |
|
|
|
2 |
|
|
1,237 |
| Elderly care facilities |
|
|
0 |
|
|
0 |
|
|
|
0 |
|
|
0 |
|
|
|
3 |
|
|
4,037 |
| Restaurant/bars |
|
|
4 |
|
|
2,984 |
|
|
|
3 |
|
|
2,971 |
|
|
|
1 |
|
|
169 |
|
|
|
20 |
|
$ |
38,731 |
|
|
|
19 |
|
$ |
42,393 |
|
|
|
20 |
|
$ |
46,953 |
Non-Interest Income and Expense
Non-interest income was $1.9 million for the third quarter of 2009, a decrease of $156,000, or 7.7%, from $2.0 million for the same period in 2008. Securities gains decreased $479,000 as a result of decreased investment sales. Fees and service charges decreased $129,000 between the periods primarily because of decreased service charges and overdraft fees. Gains on sales of loans increased $435,000 due to an increase in the single-family mortgage loans that were sold. Mortgage servicing fees increased $22,000 because of an increase in the single-family mortgage loans being serviced between the periods as more loans were sold with the servicing rights retained.
Non-interest expense was $6.0 million for the third quarter of 2009, a decrease of $611,000, or 9.2%, from $6.6 million for the same period of 2008. Losses (gains) on real estate owned changed from $0 in the third quarter of 2008 to a gain of $357,000 in the third quarter of 2009 primarily because the gains recognized on the sale of two commercial real estate properties exceeded the loss recognized on a residential development that was written down due to a decrease in the estimated value. Data processing costs decreased $187,000 primarily because of decreases in third party vendor charges for internet and other banking services as a result of the system conversion that occurred in the fourth quarter of 2008. Occupancy expense decreased $161,000 primarily because of a decrease in depreciation expense and non-capitalized software and equipment purchases. Other non-interest expenses decreased $61,000 primarily because the increased FDIC deposit insurance assessments and other real estate expenses in the third quarter of 2009 were less than the litigation settlement expense recorded in the third quarter of 2008. Amortization of mortgage servicing rights decreased $21,000 due to a decrease in the prepayments between the periods of single-family mortgage loans being serviced. Compensation expense increased $170,000 between the periods primarily because of an increase in the number of employees in the mortgage, commercial and computer operations areas of the Bank.
The effect of income taxes changed $5.0 million between the periods from a benefit of $4.8 million in the third quarter of 2008 to an expense of $0.2 million in the third quarter of 2009. The change was due to an increase in taxable income and an effective tax rate that decreased from 40.4% in the third quarter of 2008 to 16.6% in the third quarter of 2009. In the third quarter of 2009, the Company recorded a tax adjustment that reduced income tax expense $264,000. This adjustment was related to an immaterial correction of the previously recorded second quarter income tax expense. Excluding this adjustment, the effective tax rate would have been 41.6% for the third quarter of 2009.
Return on Assets and Equity
Return on average assets for the third quarter of 2009 was 0.34%, compared to (2.54%) for the third quarter of 2008. Return on average equity was 3.52% for the third quarter of 2009, compared to (29.14%) for the same period of 2008. Book value per common share at September 30, 2009 was $18.09, compared to $20.77 at September 30, 2008.
Nine Month Period Results
Net Income (Loss)
The net loss was $10.9 million for the nine-month period ended September 30, 2009, an increased loss of $3.3 million, from the $7.6 million loss for the nine month period ended September 30, 2008. The net loss available to common shareholders was $12.3 million for the nine month period ended September 30, 2009, an increased loss of $4.7 million, from the net loss available to common shareholders of $7.6 million for the same period of 2008. Diluted loss per common share for the nine month period in 2009 was $3.32, an increased loss of $1.24, from the diluted loss per share of $2.08 for the same period in 2008. The increase in net loss for the first nine months of 2009 is primarily due to a $4.8 million increase in the loan loss provision between the periods as a result of increased commercial loan charge offs.
Net Interest Income
Net interest income was $25.9 million for the first nine months of 2009, an increase of $0.5 million, or 1.7%, from $25.4 million for the same period in 2008. Interest income was $44.5 million for the nine-month period ended September 30, 2009, a decrease of $5.9 million, or 11.8%, from $50.4 million for the same period in 2008. Interest income decreased primarily because of a decrease in the average yields earned on loans and investments. The decreased average yields were the result of the 175 basis point decrease in the prime interest rate between the periods. Decreases in the prime rate generally decrease the rates on adjustable rate consumer and commercial loans in the portfolio and on new loans originated. Interest income was also adversely affected by the increase in non-performing loans between the periods. The average yield earned on interest-earning assets was 5.75% for the first nine months of 2009, a decrease of 62 basis points from the 6.37% average yield for the same period of 2008.
Interest expense was $18.6 million for the nine-month period ended September 30, 2009, a decrease of $6.4 million, or 25.5%, from $25.0 million for the same period in 2008. Interest expense decreased primarily because of the lower interest rates paid on money market accounts and certificates of deposits. The decreased rates were the result of the 175 basis point decrease in the federal funds rate that occurred between the periods and the 225 basis point decrease that occurred in the first nine months of 2008. Decreases in the federal funds rate generally have a lagging effect and decrease the rates banks pay for deposits. The lagging effect of deposit rate changes is because many of the Bank’s deposits are in the form of certificates of deposit which do not reprice immediately when the federal funds rate changes. The average interest rate paid on interest bearing liabilities was 2.55% for the first nine months of 2009, a decrease of 83 basis points from the 3.38% average rate paid in the same period of 2008. Net interest margin (net interest income divided by average interest earning assets) for the first nine months of 2009 was 3.35%, an increase of 14 basis points, compared to 3.21% for the first nine months of 2008.
Provision for Loan Losses
The provision for loan losses was $23.3 million for the first nine-months of 2009, an increase of $4.8 million, from $18.5 million for the same nine-month period in 2008. The provision for loan losses increased primarily as the result of an increase in the loan loss allowance recorded for specific commercial real estate loans due to decreases in the estimated value of the underlying collateral supporting the loans. An additional provision for loan losses of $2.9 million was recorded on two non-performing residential development loans and a $3.0 million provision for loan losses was established on two alternative fuel plants based on updated appraised values during the first nine months of 2009. An analysis of the loan portfolio during the first nine months of the year resulted in a $2.7 million increase in the loan loss provision for other risk rated loans. The loan loss provision for the first nine months of 2009 also includes a $6.9 million increase related to two unrelated commercial loans that were charged off after it was determined that the collateral supporting the loans was inadequate due to the apparently fraudulent actions of the respective borrowers. The loan loss provision for the first nine months of 2008 included a $12.0 million provision and related charge off due to apparently fraudulent activity on a commercial loan. Total non-performing assets were $77.2 million at September 30, 2009, an increase of $2.4 million, or 3.3%, from $74.8 million at December 31, 2008. Non-performing loans decreased $2.5 million and foreclosed and repossessed assets increased $4.9 million during the nine month period. The non-performing loan and foreclosed and repossessed asset activity for the first nine months of 2009 was as follows:
| (Dollars in thousands) |
|
|
|
|
| Non-performing loans |
|
|
Foreclosed and repossessed asset activity |
|
| December 31, 2008 |
$ |
64,173 |
|
|
December 31, 2008 |
$ |
10,583 |
|
| Classified as non-performing |
|
35,557 |
|
|
Transferred from non-performing loans |
|
15,103 |
|
| Charge offs |
|
(18,144 |
) |
|
Other foreclosures/repossessions |
|
1,073 |
|
| Principal payments received |
|
(3,939 |
) |
|
Real estate sold |
|
(8,368 |
) |
| Classified as accruing |
|
(833 |
) |
|
Net gain on sale of assets |
|
1,379 |
|
| Transferred to real estate owned |
|
(15,103 |
) |
|
Write downs |
|
(4,276 |
) |
| September 30, 2009 |
$ |
61,711 |
|
|
September 30, 2009 |
$ |
15,494 |
|
|
|
|
|
|
|
|
|
|
A rollforward of the Company’s allowance for loan losses for the nine-month periods ended September 30, 2009 and 2008 follows:
|
|
|
|
|
| (in thousands) |
|
2009 |
|
2008 |
| Balance at January 1, |
|
$ |
21,257 |
|
|
$ |
12,438 |
|
| Provision |
|
|
23,254 |
|
|
|
18,480 |
|
| Charge offs: |
|
|
|
|
| Commercial loans |
|
|
(5,352 |
) |
|
|
(12,034 |
) |
| Commercial real estate loans |
|
|
(11,017 |
) |
|
|
(2,727 |
) |
| Consumer loans |
|
|
(1,774 |
) |
|
|
(633 |
) |
| Recoveries |
|
|
676 |
|
|
|
47 |
|
| Balance at September 30, |
|
$ |
27,044 |
|
|
$ |
15,571 |
|
|
|
|
|
|
|
|
|
|
Non-Interest Income and Expense
Non-interest income was $6.0 million for the first nine months of 2009, an increase of $529,000, or 9.7%, from $5.5 million for the same period in 2008. Gains on sales of loans increased $1.4 million between the periods primarily because of an increase in sales of single family mortgages between the periods. Mortgage servicing fees increased $48,000 between the periods due to an increase in the single-family mortgage loans being serviced. Security gains decreased $474,000 due to decreased investment sales. Other income decreased $418,000 primarily as a result of decreased commissions on the sale of uninsured investment products. Fees and service charges decreased $43,000 between the periods primarily because of decreased service charges and overdraft fees.
Non-interest expense was $25.1 million for the first nine months of 2009, an increase of $2.2 million, or 9.7%, from $22.9 million for the same period in 2008. Losses on real estate owned increased $3.8 million between the periods primarily because the losses recognized on three residential developments caused by a decrease in their estimated value exceeded the gains recognized on the sale of two commercial real estate properties. Other non-interest expenses increased $2.1 million primarily because of a $1.0 million increase in Federal Deposit Insurance Corporation (FDIC) insurance premiums, $557,000 increase in costs related to other real estate, $461,000 increase for interest expense on a pending state tax assessment as a result of an unfavorable tax court ruling and $155,000 increase in legal fees primarily related to the ongoing state tax assessment challenge. Compensation expense increased $907,000 between the periods primarily because of additional staffing in the mortgage, commercial and computer operations areas and costs associated with the employment agreement of a former executive officer. These increases were offset by a $3.8 million decrease in goodwill impairment charges between the periods. Data processing costs decreased $435,000 primarily because of decreases in third party vendor charges for internet and other banking services as a result of the system conversion that occurred in the fourth quarter of 2008. Occupancy expense decreased $353,000 primarily because of a decrease in depreciation expense and non-capitalized software and equipment purchases. Amortization of mortgage servicing rights decreased $25,000 due to a decrease in the prepayments between the periods of single-family mortgage loans being serviced.
The effect of income taxes changed $2.6 million between the periods from a benefit of $2.9 million for the nine month period ended September 30, 2008 to a benefit of $5.5 million for the nine month period ended September 30, 2009. The change was due to an increase in taxable loss and an effective tax rate that decreased from 42.9% in the first nine months of 2008, excluding the goodwill impairment charge, to 33.5% for the first nine months of 2009. The goodwill impairment charge recorded in the first nine months of 2008 was not tax deductible and therefore no tax benefit was realized related to the impairment charge. In the first nine months of 2009, the Company recorded additional income tax expense of $1.0 million, which was a reduction of the overall tax benefit, as a result of an unfavorable tax court ruling related to the tax treatment of the inter-company dividends paid to the Bank by a former subsidiary in prior tax years. Excluding this adjustment, the effective tax rate would have been 39.6% for the first nine months of 2009.
Return on Assets and Equity
Return on average assets for the nine-month period ended September 30, 2009 was (1.34%), compared to (0.92%) for the same period in 2008. Return on average equity was (13.79%) for the nine-month period ended September 30, 2009, compared to (10.36%) for the same period in 2008.
General Information
HMN Financial, Inc. and Home Federal Savings Bank are headquartered in Rochester, Minnesota. The Bank operates ten full service offices in southern Minnesota located in Albert Lea, Austin, Eagan, LaCrescent, Rochester, Spring Valley and Winona and two full service offices in Iowa located in Marshalltown and Toledo. Home Federal Private Banking operates branches in Edina and Rochester, Minnesota. Home Federal Savings Bank also operates loan origination offices located in Rochester, Minnesota and Sartell, Minnesota.
Safe Harbor Statement
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding adequate available liquidity, reducing non-performing assets, reducing industry loan concentrations, increasing core retail and commercial deposit relationships, reducing expenses and generating improved financial results. These statements are often identified by such forward-looking terminology as “expect,” “intent,” “look,” “believe,” “anticipate,” “estimate,” “project,” “seek,” “may,” “will,” “would,” “could,” “should,” “trend,” “target,” and “goal” or similar statements or variations of such terms. A number of factors could cause actual results to differ materially from the Company’s assumptions and expectations. These include but are not limited to the adequacy and marketability of real estate securing loans to borrowers, possible legislative and regulatory changes and adverse economic, business and competitive developments such as shrinking interest margins; reduced collateral values; deposit outflows; reduced demand for financial services and loan products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government or tax laws; international economic developments, changes in credit or other risks posed by the Company’s loan and investment portfolios; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation; the Company’s use of the proceeds from the sale of securities to the U.S. Treasury Department or other significant uncertainties. Additional factors that may cause actual results to differ from the Company’s assumptions and expectations include those set forth in the Company’s most recent filings on Form 10-K and Form 10-Q with the Securities and Exchange Commission. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements.
| HMN FINANCIAL, INC. AND SUBSIDIARIES |
| Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
| (dollars in thousands) |
|
2009 |
|
2008 |
|
|
(unaudited) |
|
|
| Assets |
|
|
|
|
| Cash and cash equivalents |
$ |
20,469 |
|
|
15,729 |
|
| Securities available for sale: |
|
|
|
|
| Mortgage-backed and related securities |
|
|
|
|
| (amortized cost $56,776 and $76,166) |
|
58,737 |
|
|
77,327 |
|
| Other marketable securities |
|
|
|
|
| (amortized cost $75,976 and $95,445) |
|
76,847 |
|
|
97,818 |
|
|
|
135,584 |
|
|
175,145 |
|
|
|
|
|
|
| Loans held for sale |
|
3,279 |
|
|
2,548 |
|
| Loans receivable, net |
|
818,897 |
|
|
900,889 |
|
| Accrued interest receivable |
|
3,952 |
|
|
5,568 |
|
| Real estate, net |
|
15,494 |
|
|
10,558 |
|
| Federal Home Loan Bank stock, at cost |
|
7,286 |
|
|
7,286 |
|
| Mortgage servicing rights, net |
|
1,266 |
|
|
728 |
|
| Premises and equipment, net |
|
13,097 |
|
|
13,972 |
|
| Prepaid expenses and other assets |
|
4,634 |
|
|
4,408 |
|
| Deferred tax asset, net |
|
8,759 |
|
|
8,649 |
|
| Total assets |
$ |
1,032,717 |
|
|
1,145,480 |
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and Stockholders’ Equity |
|
|
|
|
| Deposits |
$ |
781,574 |
|
|
880,505 |
|
| Federal Home Loan Bank advances and Federal Reserve borrowings |
|
142,500 |
|
|
142,500 |
|
| Accrued interest payable |
|
1,700 |
|
|
6,307 |
|
| Customer escrows |
|
1,605 |
|
|
639 |
|
| Accrued expenses and other liabilities |
|
4,892 |
|
|
3,316 |
|
| Total liabilities |
|
932,271 |
|
|
1,033,267 |
|
| Commitments and contingencies |
|
|
|
|
| Stockholders’ equity: |
|
|
|
|
| Serial preferred stock: ($.01 par value) |
|
|
|
|
| authorized 500,000 shares; issued shares 26,000 |
|
23,670 |
|
|
23,384 |
|
| Common stock ($.01 par value): |
|
|
|
|
| authorized 11,000,000; issued shares 9,128,662 |
|
91 |
|
|
91 |
|
| Additional paid-in capital |
|
58,593 |
|
|
60,687 |
|
| Retained earnings, subject to certain restrictions |
|
86,291 |
|
|
98,067 |
|
| Accumulated other comprehensive income |
|
1,709 |
|
|
2,091 |
|
| Unearned employee stock ownership plan shares |
|
(3,626 |
) |
|
(3,771 |
) |
| Treasury stock, at cost 4,883,378 and 4,961,032 shares |
|
(66,282 |
) |
|
(68,336 |
) |
| Total stockholders’ equity |
|
100,446 |
|
|
112,213 |
|
| Total liabilities and stockholders’ equity |
$ |
1,032,717 |
|
|
1,145,480 |
|
|
|
|
|
|
|
|
| HMN FINANCIAL, INC. AND SUBSIDIARIES |
| Consolidated Statements of Income |
| (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
September 30, |
September 30, |
| (dollars in thousands, except per share data) |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| Interest income: |
|
|
|
|
|
|
|
|
|
| Loans receivable |
|
$ |
12,928 |
|
|
14,634 |
|
|
39,764 |
|
|
44,573 |
|
| Securities available for sale: |
|
|
|
|
|
|
|
|
|
| Mortgage-backed and related |
|
|
649 |
|
|
360 |
|
|
2,177 |
|
|
797 |
|
| Other marketable |
|
|
693 |
|
|
1,224 |
|
|
2,475 |
|
|
4,641 |
|
| Cash equivalents |
|
|
0 |
|
|
78 |
|
|
1 |
|
|
196 |
|
| Other |
|
|
55 |
|
|
78 |
|
|
50 |
|
|
211 |
|
| Total interest income |
|
|
14,325 |
|
|
16,374 |
|
|
44,467 |
|
|
50,418 |
|
|
|
|
|
|
|
|
|
|
|
| Interest expense: |
|
|
|
|
|
|
|
|
|
| Deposits |
|
|
4,172 |
|
|
6,235 |
|
|
13,876 |
|
|
20,944 |
|
| Federal Home Loan Bank advances and |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Federal Reserve borrowings |
|
|
1,563 |
|
|
1,571 |
|
|
4,732 |
|
|
4,047 |
|
| Total interest expense |
|
|
5,735 |
|
|
7,806 |
|
|
18,608 |
|
|
24,991 |
|
| Net interest income |
|
|
8,590 |
|
|
8,568 |
|
|
25,859 |
|
|
25,427 |
|
| Provision for loan losses |
|
|
3,381 |
|
|
15,790 |
|
|
23,254 |
|
|
18,480 |
|
| Net interest income (loss) after provision |
|
|
|
|
|
|
|
|
|
| for loan losses |
|
|
5,209 |
|
|
(7,222 |
) |
|
2,605 |
|
|
6,947 |
|
|
|
|
|
|
|
|
|
|
|
| Non-interest income: |
|
|
|
|
|
|
|
|
|
| Fees and service charges |
|
|
1,034 |
|
|
1,163 |
|
|
3,071 |
|
|
3,114 |
|
| Mortgage servicing fees |
|
|
262 |
|
|
240 |
|
|
770 |
|
|
722 |
|
| Securities gains, net |
|
|
0 |
|
|
479 |
|
|
5 |
|
|
479 |
|
| Gain on sales of loans |
|
|
493 |
|
|
58 |
|
|
1,858 |
|
|
442 |
|
| Other |
|
|
94 |
|
|
99 |
|
|
298 |
|
|
716 |
|
| Total non-interest income |
|
|
1,883 |
|
|
2,039 |
|
|
6,002 |
|
|
5,473 |
|
|
|
|
|
|
|
|
|
|
|
| Non-interest expense: |
|
|
|
|
|
|
|
|
|
| Compensation and benefits |
|
|
3,180 |
|
|
3,010 |
|
|
10,313 |
|
|
9,406 |
|
| Occupancy |
|
|
970 |
|
|
1,131 |
|
|
3,071 |
|
|
3,424 |
|
| Advertising |
|
|
101 |
|
|
95 |
|
|
311 |
|
|
311 |
|
| Data processing |
|
|
298 |
|
|
485 |
|
|
888 |
|
|
1,323 |
|
| Amortization of mortgage servicing rights, net |
|
|
121 |
|
|
142 |
|
|
431 |
|
|
456 |
|
| Goodwill impairment charge |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
3,801 |
|
| Loss (gain) on real estate owned |
|
|
(357 |
) |
|
0 |
|
|
3,812 |
|
|
0 |
|
| Other |
|
|
1,723 |
|
|
1,784 |
|
|
6,241 |
|
|
4,139 |
|
| Total non-interest expense |
|
|
6,036 |
|
|
6,647 |
|
|
25,067 |
|
|
22,860 |
|
| Income (loss) before income tax expense (benefit) |
|
|
1,056 |
|
|
(11,830 |
) |
|
(16,460 |
) |
|
(10,440 |
) |
| Income tax expense (benefit) |
|
|
175 |
|
|
(4,779 |
) |
|
(5,515 |
) |
|
(2,851 |
) |
| Net income (loss) |
|
$ |
881 |
|
|
(7,051 |
) |
|
(10,945 |
) |
|
(7,589 |
) |
| Preferred stock dividends and discount |
|
|
438 |
|
|
0 |
|
|
1,306 |
|
|
0 |
|
| Net income (loss) available to common |
|
|
|
|
|
|
|
|
|
|
|
|
|
| shareholders |
|
|
443 |
|
|
(7,051 |
) |
|
(12,251 |
) |
|
(7,589 |
) |
| Basic earnings (loss) per common share |
|
$ |
0.12 |
|
|
(1.93 |
) |
|
(3.32 |
) |
|
(2.08 |
) |
| Diluted earnings (loss) per common share |
|
$ |
0.12 |
|
|
(1.93 |
) |
|
(3.32 |
) |
|
(2.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| HMN FINANCIAL, INC. AND SUBSIDIARIES |
| Selected Consolidated Financial Information |
| (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
| SELECTED FINANCIAL DATA: |
|
|
September 30, |
|
|
September 30, |
|
| (dollars in thousands, except per share data) |
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
| I. OPERATING DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
$ |
14,325 |
|
|
16,374 |
|
|
|
44,467 |
|
|
|
50,418 |
|
|
| Interest expense |
|
|
5,735 |
|
|
7,806 |
|
|
|
18,608 |
|
|
|
24,991 |
|
|
| Net interest income |
|
|
8,590 |
|
|
8,568 |
|
|
|
25,859 |
|
|
|
25,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| II. AVERAGE BALANCES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Assets (1) |
|
|
1,042,921 |
|
|
1,103,824 |
|
|
|
1,090,096 |
|
|
|
1,099,419 |
|
|
| Loans receivable, net |
|
|
827,609 |
|
|
897,311 |
|
|
|
861,295 |
|
|
|
884,239 |
|
|
| Securities available for sale (1) |
|
|
134,463 |
|
|
131,053 |
|
|
|
149,977 |
|
|
|
145,713 |
|
|
| Interest-earning assets (1) |
|
|
984,439 |
|
|
1,061,578 |
|
|
|
1,033,336 |
|
|
|
1,057,124 |
|
|
| Interest-bearing liabilities |
|
|
935,480 |
|
|
996,011 |
|
|
|
974,410 |
|
|
|
987,458 |
|
|
| Equity (1) |
|
|
99,387 |
|
|
96,255 |
|
|
|
106,082 |
|
|
|
97,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| III. PERFORMANCE RATIOS: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Return on average assets (annualized) |
|
|
0.34 |
% |
|
(2.54 |
) |
% |
|
(1.34 |
) |
% |
|
(0.92 |
) |
% |
| Interest rate spread information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average during period |
|
|
3.34 |
|
|
3.02 |
|
|
|
3.20 |
|
|
|
2.99 |
|
|
| End of period |
|
|
3.46 |
|
|
2.83 |
|
|
|
3.46 |
|
|
|
2.83 |
|
|
| Net interest margin |
|
|
3.46 |
|
|
3.21 |
|
|
|
3.35 |
|
|
|
3.21 |
|
|
| Ratio of operating expense to average |
|
|
|
|
|
|
|
|
|
|
|
|
|
| total assets (annualized) |
|
|
2.30 |
|
|
2.40 |
|
|
|
3.07 |
|
|
|
2.78 |
|
|
| Return on average equity (annualized) |
|
|
3.52 |
|
|
(29.14 |
) |
|
|
(13.79 |
) |
|
|
(10.36 |
) |
|
| Efficiency |
|
|
57.63 |
|
|
62.66 |
|
|
|
78.68 |
|
|
|
73.98 |
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
| IV. ASSET QUALITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-performing assets |
|
$ |
77,205 |
|
|
74,756 |
|
|
|
45,248 |
|
|
|
|
|
| Non-performing assets to total assets |
|
|
7.48 |
% |
|
6.53 |
|
% |
|
4.01 |
|
% |
|
|
|
| Non-performing loans to total loans receivable, net |
|
|
7.54 |
|
|
7.12 |
|
|
|
4.17 |
|
|
|
|
|
| Allowance for loan losses |
|
$ |
27,044 |
|
|
21,257 |
|
|
|
15,571 |
|
|
|
|
|
| Allowance for loan losses to total assets |
|
|
2.62 |
% |
|
1.86 |
|
% |
|
1.38 |
|
% |
|
|
|
| Allowance for loan losses to total loans receivable, net |
|
|
3.30 |
|
|
2.36 |
|
|
|
1.78 |
|
|
|
|
|
| Allowance for loan losses to non-performing loans |
|
|
43.82 |
|
|
33.12 |
|
|
|
42.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| V. BOOK VALUE PER SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Book value per share |
|
$ |
18.09 |
|
|
21.31 |
|
|
|
20.77 |
|
|
|
|
|
|
|
|
Nine Months |
|
|
Year |
|
|
Nine Months |
|
|
|
|
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
|
|
|
|
Sept 30, 2009 |
|
|
Dec 31, 2008 |
|
|
Sept 30, 2008 |
|
|
|
|
| VI. CAPITAL RATIOS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stockholders’ equity to total assets, at end of period |
|
|
9.73 |
% |
|
9.80 |
|
% |
|
7.67 |
|
% |
|
|
|
| Average stockholders’ equity to average assets (1) |
|
|
9.73 |
|
|
8.58 |
|
|
|
8.90 |
|
|
|
|
|
| Ratio of average interest-earning assets to |
|
|
|
|
|
|
|
|
|
|
|
|
|
| average interest-bearing liabilities (1) |
|
|
106.05 |
|
|
106.50 |
|
|
|
107.06 |
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2008 |
|
|
|
|
| VII. EMPLOYEE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of full time equivalent employees |
|
|
212 |
|
|
204 |
|
|
|
202 |
Cascade Financial Corporation (Nasdaq:CASB), parent company of Cascade Bank, today reported net income of $1.6 million for the third quarter of 2009. After adjustments for the preferred stock dividend and accretion of the issuance discount on the U.S. Treasury preferred stock, the Bank earned $1.0 million, or $0.09 per diluted share, in the third quarter of 2009, compared to a net loss of $6.6 million, or $0.55 per diluted share, in the third quarter a year ago. Dividends on preferred stock issued to the U.S. Treasury under the Capital Purchase Program for the quarter totaled $487,125, and the accretion of the issuance discount on preferred stock for the quarter was $105,000. In the third quarter last year, Cascade recorded an Other Than Temporary Impairment (OTTI) charge of $17.3 million on Fannie Mae and Freddie Mac preferred shares after the U.S. Government placed these companies into conservatorship. Excluding the OTTI charge, third quarter 2008 net income would have been $4.7 million.
“Cascade posted a solid quarter, returning to profitability with record checking deposit growth, controlled operating costs and a stable net interest margin, in spite of the drag of nonperforming loans,” stated Carol K. Nelson, President and CEO. “Checking deposits were up 89% year-over-year and 14% from the prior quarter, and the net interest margin expanded slightly from the previous quarter as core deposit growth helped lower our cost of funds. We continue to operate in a challenging lending environment and are taking every opportunity to strengthen our capital levels and have increased our total risk based capital to 13.01% from 12.62% in the second quarter.”
3Q09 Highlights: (compared to 3Q08)
* Net income of $1.6 million, with income available to common
shareholders of $1.0 million, or $0.09 per diluted common share
* Compensation expense down 11% in spite of adding one new branch
* Deposit mix improved with total checking account balances
representing 32% of total deposits versus 17%
* Total checking account balances increased 89%
* Personal checking account balances grew 119%
* Business checking account balances grew 56%
* Loan portfolio mix improved with a 29% reduction in real estate
construction loans
* Total allowance for loan losses to total loans increased to
2.02%, up from 1.21%
* Tier 1 capital ratio improved to 9.05% from 7.87%
* Risk weighted capital ratio increased to 13.01% from 10.40%
Year to date, Cascade reported a net loss of $24.6 million, and a loss attributable to common stockholders of $26.4 million, or $2.18 per diluted share, compared to a net loss of $372,000 for the first nine months of 2008. During the second quarter of 2009, Cascade recorded an impairment charge of $11.7 million against its goodwill based upon an impairment analysis. The non-cash goodwill impairment charge represented the write-off of a portion of the goodwill recorded from a prior bank acquisition. The goodwill charge does not impact liquidity, operations, tangible capital or the Corporation’s regulatory capital ratios. The loan loss provision for the first nine months of 2009 was $36.2 million versus $4.8 million in the first nine months of 2008.
Credit Quality
“Asset quality trends are beginning to show signs of stabilization,” said Rob Disotell, Chief Credit Officer. “During the third quarter, Cascade had lower charge-offs, which have moderated after we aggressively wrote down the value of loans during the first half of 2009. Additionally, the pace of nonperforming loan growth has slowed. While Nonperforming Loans (NPLs) were up $11.2 million, Real Estate Owned (REO) and other repossessed assets were down $905,000 compared to the previous quarter.”
Nonperforming loans increased during the quarter to $125.7 million, or 10.21% of total loans, at September 30, 2009, compared to $114.4 million or 9.33% of total loans three months earlier.
The following table shows nonperforming loans versus total loans in each category:
Nonper
Balance at -forming NPL as a %
LOAN PORTFOLIO ($ in 000's) 9/30/2009 Loans (NPL) of Loans
--------------------------- ---------- ---------- ----------
Business $ 473,546 $ 8,624 2%
R/E construction
Spec construction 70,325 17,760 25%
Land acquisition and development 129,345 56,835 44%
Land 35,416 19,679 56%
Multifamily and
custom construction 17,594 -- 0%
Commercial construction 32,208 6,364 20%
---------- ----------
Total R/E construction 284,888 100,638 35%
Commercial R/E 193,652 13,459 7%
Multifamily 84,029 2,100 2%
Home equity/consumer 31,455 458 1%
Residential 163,151 408 0%
---------- ----------
Total $1,230,721 $ 125,687 10%
========== ==========
“During the quarter we saw good migration of nonperforming loans through the loan portfolio,” added Disotell. While $20.9 million in loans were placed on nonaccrual status, $6.0 million were paid off during the quarter, and $3.4 million were charged off. Additions to nonperforming loans were centered in:
* $8.1 million in loans to one business banking client secured by
real estate
* $6.4 million in commercial real estate construction loans on a
retail building
* $2.6 million in advances on existing spec construction loans to
fund the completion of single family homes, with over
$4.1 million in paydowns during the quarter
* $1.9 million in net additions to multifamily loans
Paydowns on loans on nonaccrual status during the quarter were
centered in:
* $4.1 million in spec construction loans through the sale of
completed homes
* $1.9 million in land acquisition and development through the
sale of completed homes
Net additions to nonaccrual loans were $11.2 million for the quarter.
The following table shows the migration of nonperforming loans through the portfolio in each category: (9/30/09 compared to 6/30/09)
NONPER
-FORMING
LOANS Balance Additions Paydowns Charge-offs Balance
($ in at during during during Transfers at
000's) 9/30/2009 quarter quarter quarter to REO 6/30/2009
------------------- -------- -------- -------- -------- --------
Business $ 8,624 $ 8,098 $ (24) $ -- $ -- $ 550
R/E
construc
-tion
Spec
construc
-tion 17,760 2,640 (4,138) (986) -- 20,244
Land
acqui
-sition
and
develop
-ment 56,835 -- (1,870) (1,140) (239) 60,084
Land 19,679 788 -- (1,204) -- 20,095
Commercial
R/E 6,364 6,364 -- -- -- --
-------- -------- -------- -------- -------- --------
Total R/E
construc
-tion 100,638 9,792 (6,008) (3,330) (239) 100,423
Commercial
R/E 13,459 724 -- -- -- 12,735
Multifamily 2,100 1,850 -- -- -- 250
Home equity
/consumer 458 307 -- (55) (10) 216
Residential 408 140 (7) -- -- 275
-------- -------- -------- -------- -------- --------
Total $125,687 $ 20,911 $ (6,039) $ (3,385) $ (249) $114,449
======== ======== ======== ======== ======== ========
“Despite increased levels of home sales in the Puget Sound Region in recent months, the housing market remains fragile and continues to present challenges,” said Disotell. “We continue to build our allowance for loan losses with a year-to-date provision expense of $36.2 million compared to net charge-offs of $27.2 million and a third quarter provision expense of $4.0 million compared to net charge-offs of $3.4 million.” Net charge-offs were $18.5 million in the preceding quarter and $43,000 in the third quarter a year ago. At September 30, 2009, REO and other repossessed assets decreased to $7.0 million from $7.9 million at June 30, 2009.
The following table shows the change in REO and other repossessed assets during the quarter:
REO and other repossessed assets ($ in 000's)
---------------------------------------------
Balance at 6/30/09 $ 7,872
Additions 457
Sales (1,293)
Write-downs --
Loss on sales (69)
--------
Balance at 9/30/09 $ 6,967
========
Nonperforming assets were 8.05% of total assets at September 30, 2009, compared to 7.59% at the end of the preceding quarter, and 1.10% a year ago. The total allowance for loan losses, which includes the $75,000 allowance for off-balance sheet loan commitments, was $24.8 million at quarter-end, equal to 2.02% of total loans compared to 2.00% at June 30, 2009, and 1.21% as of September 30, 2008.
Loans delinquent 31-90 days totaled $1.1 million, or 0.09% of total loans at September 30, 2009, compared to $23.7 million, or 1.93% of total loans at June 30, 2009 and $171,000, or 0.01% of total loans at September 30, 2008. The bank had seven loans totaling $2.5 million that were 90 days or more past due and still accruing interest at September 30, 2009.
Loan Portfolio
“The modest increase in total loans was attributed to our builder loan program,” said Lars Johnson, Chief Financial Officer. “We continue to be reticent to lend on construction projects and commercial real estate in this economic environment.” Total loans increased 1%, or $17.7 million, on a year-over-year basis to $1.23 billion as of September 30, 2009. Total loans, however, remained relatively unchanged from the end of the previous quarter as Cascade further reduced its real estate construction concentrations.
The following table shows the changes in the loan portfolio in each category: (9/30/09 compared to 6/30/09 and 9/30/08)
Sept. 30, June 30, Sept. 30, One Year
LOANS ($ in 000's) 2009 2009 2008 Change
Business $ 473,546 $ 467,923 $ 473,213 0%
R/E construction 284,888 296,931 403,569 -29%
Commercial R/E 193,652 192,886 119,787 62%
Multifamily 84,029 91,554 74,535 13%
Home equity/consumer 31,455 30,919 29,659 6%
Residential 163,151 146,231 112,283 45%
---------- ---------- ----------
Total loans $1,230,721 $1,226,444 $1,213,046 1%
========== ========== ==========
Construction loans outstanding decreased 29% to $285 million at September 30, 2009, compared to $404 million a year ago. Commercial real estate loans increased 62% from year ago levels to $194 million, which includes $66.0 million in loans reclassified into that category as construction projects were completed and hit their lease up targets. Multifamily loans increased 13% from year ago levels to $84.0 million and business loans were unchanged compared to a year ago at $474 million. Home equity and consumer loans increased 6% to $31.5 million, while residential loans grew 45% to $163 million, compared to a year ago.
Further details on changes during the third quarter are as follows:
Net new
Balance at loans- Reclassifi- Transfers
LOANS ($ in 000's) 9/30/2009 payments cations to REO
------------------ ---------- ---------- ---------- ----------
Business $ 473,546 $ 5,623 $ -- $ --
R/E construction 284,888 (6,128) (2,346) (239)
Commercial R/E 193,652 1,326 (560) --
Multifamily 84,029 (7,525) -- --
Home equity/consumer 31,455 601 -- (10)
Residential 163,151 14,014 2,906 --
---------- ---------- ---------- ----------
Total loans 1,230,721 7,911 -- (249)
Deferred loan fees (3,204) 94 (370) --
Allowance for
loan losses (24,749) (4,000) 373 --
---------- ---------- ---------- ----------
Loans, net $1,202,768 $ 4,005 $ 3 $ (249)
========== ========== ========== ==========
Charge-offs Balance at
LOANS ($ in 000's) (1) 6/30/2009 Change
------------------ ---------- ---------- ----------
Business $ -- $ 467,923 1%
R/E construction (3,330) 296,931 -4%
Commercial R/E -- 192,886 0%
Multifamily -- 91,554 -8%
Home equity/consumer (55) 30,919 2%
Residential -- 146,231 12%
---------- ----------
Total loans (3,385) 1,226,444 0%
Deferred loan fees -- (2,928) 9%
Allowance for loan losses 3,368 (24,490) 1%
---------- ----------
Loans, net $ (17) $1,199,026 0%
========== ==========
(1) Excludes negative now accounts totaling $61,000 and recoveries
of $78,000
Investment Portfolio and Liquidity
Total assets increased by $36.3 million, or 2%, in the third quarter from the end of the second quarter and grew by $95.2 million, or 6%, year-over-year to $1.65 billion at September 30, 2009. The increase in interest-bearing deposits was $43.4 million on a sequential basis and $69.2 million on a year-over-year comparison. The investment portfolio increased $2.9 million over the preceding quarter and $26.1 million over the past twelve months to $281 million at September 30, 2009. “The mix of Available For Sale (AFS) securities compared to Held To Maturity (HTM) securities continued to shift as HTM securities have been called and replaced with securities designated as AFS,” added Johnson. “The primary motivation for this shift is to provide more flexibility in managing the securities portfolio.” All debt securities held in the investment portfolio are rated AAA.
Deposit Growth
Total deposits were up $31.4 million, or 3% from the prior quarter-end and up $40.2 million, or 4% compared to a year ago. Total checking account balances were up $41.0 million, or 14% from the prior quarter and up $154 million, or 89% compared to a year ago. Personal checking account balances grew by 119% or $108 million over the last twelve months and business checking balances grew 56% or $46.4 million during the same time period. “The robust growth in core deposits over the past twelve months has lowered our funding costs and demonstrates the effectiveness of our strong sales culture as well as continued success of the High Performance Checking Program,” said Nelson. The growth in business checking balances resulted from a combination of new accounts, higher business escrow account balances and the movement of public funds previously in money market accounts and CDs into insured checking accounts. CDs were down $5.8 million during the third quarter but were up $23.4 million on a year-over-year basis and brokered CDs were down $10.0 million at the quarter-end to $180 million.
The following table shows deposits in each category: (9/30/09 compared to 6/30/09 and 9/30/08)
Sept. 30, June 30, Sept. 30, One Year
DEPOSITS ($ in 000's) 2009 2009 2008 Change
Personal checking
accounts $ 198,766 $ 146,310 $ 90,772 119%
Business checking
accounts 128,846 140,345 82,485 56%
---------- ---------- ----------
Total checking accounts 327,612 286,655 173,257 89%
Savings and MMDA 128,918 132,704 266,560 -52%
CDs 576,133 581,937 552,688 4%
---------- ---------- ----------
Total deposits $1,032,663 $1,001,296 $ 992,505 4%
========== ========== ==========
Capital Management
Cascade remains well capitalized for regulatory purposes with a Risk Based Capital Ratio of 13.01% and Tier 1 Capital Ratio of 9.05% as of September 30, 2009. Tangible book value was $7.11 per common share at quarter-end, compared to $7.79 a year ago. Cascade’s tangible capital to assets ratio was 5.29% at quarter-end compared to 6.16% twelve months earlier.
In June 2009, Cascade announced that it would temporarily suspend its regular quarterly cash dividend on common stock to preserve capital.
Operating Results
Third quarter net interest income was down 15% to $10.9 million compared to $12.8 million for the third quarter of 2008, due primarily to the reversal of previously accrued interest on nonperforming loans as well as the increase in nonperforming loans compared to the third quarter a year ago.
Total other income increased 36% to $3.2 million for the quarter, compared to $2.3 million for the third quarter a year ago. Gain on securities sales was up $939,000.
Total other expenses were $7.9 million in the third quarter of 2009, compared to $7.2 million, excluding the $17.3 million OTTI charge, in the third quarter of 2008. There was an 11% reduction in compensation expense, even with one new branch, but this reduction was more than offset by a $319,000 increase in FDIC insurance, higher legal expenses associated with loan workouts, and an increase in REO expense.
For the first nine months of 2009, net interest income was $32.9 million, compared to $34.8 million for the first nine months of 2008. The impact of the increase in nonperforming assets is the primary cause for the lower year-to-date net interest income. Other income increased 29% to $9.1 million for the first nine months of 2009 compared to $7.0 million in the first nine months of 2008. The increase is primarily due to the $800,000 increase in gain on sale of securities and the $1.3 million increase in fair value gain on junior subordinated debentures. For the first nine months of the year, total other expenses excluding the 2Q09 goodwill impairment increased to $26.6 million compared to $21.4 million, excluding the 3Q08 OTTI, in the first nine months of 2008. The increase was largely due to the increase in FDIC insurance premiums, the FDIC special assessment, the loss on REO and REO expense.
The efficiency ratio, excluding the 2Q09 goodwill charge and 3Q08 OTTI charge, was 56.4% in the third quarter of 2009 compared to 76.6% in the preceding quarter and 47.3% in the third quarter a year ago. For the first nine months of 2009, the efficiency ratio, excluding the 2Q09 goodwill charge and 3Q08 OTTI charge, was 61.3% compared to 51.1% in the first nine months of 2008. This ratio was impacted by costs associated with REO, legal expenses and the FDIC special assessment.
Net Interest Margin
Cascade’s net interest margin was 3.03% for the third quarter of 2009, compared to 3.01% in the immediate prior quarter and 3.52% for the third quarter a year ago. “The drag from nonperforming loans, including the reversal of previously accrued interest, continues to weigh on net interest income. Our net interest margin improved slightly during the third quarter compared to the preceding quarter as the reduction in our deposit costs more than offset the drag from nonperforming loans,” said Johnson. “Our yield on earning assets declined by three basis points compared to the preceding quarter, while the cost of interest-bearing liabilities decreased by eleven basis points driven by a decline in the cost of deposits by the same amount. This eight basis point improvement in the interest spread only translated into a two basis point improved margin because earning assets were a smaller percentage of total assets due to the increase in nonperforming assets.” For the first nine months of 2009, the net interest margin was 3.02%, compared to 3.24% for the first nine months of 2008.
The following table depicts Cascade’s yield on assets, its cost of funds and the resulting spread and margin:
3Q09 2Q09 1Q09 4Q08 3Q08 2Q08 1Q08 4Q07 3Q07
-----------------------------------------------------
Asset yield 5.60% 5.63% 5.83% 6.07% 6.67% 6.31% 6.62% 7.20% 7.29%
Liability cost 2.63% 2.74% 3.02% 3.33% 3.44% 3.51% 4.03% 4.32% 4.42%
Spread 2.97% 2.89% 2.81% 2.74% 3.23% 2.80% 2.59% 2.88% 2.87%
Margin 3.03% 3.01% 3.03% 3.01% 3.52% 3.17% 3.02% 3.38% 3.37%
Regulatory Matters
Cascade Bank recently received notice from the FDIC that based on an off-site review of its financial information, the Bank will be subject to a corrective action program based upon the finalization of a full scope examination completed in June 2009. The concern was primarily focused on the deterioration of asset quality, concentration of credit in the real estate area, and liquidity. In light of the concern, the Bank was instructed to take steps to preserve capital; provide prior notice to the FDIC of certain management changes; seek prior regulatory approval of any severance or any golden parachute payments; and obtain a non-objection from the regulators before paying any cash dividend.
Conference Call
Cascade’s management team will host an analyst call on Wednesday, October 21, 2009, at 11:00 a.m. PDT (2:00 p.m. EDT) to discuss third quarter results. Interested investors may listen to the call live or via replay at www.cascadebank.com under shareholder information. Investment professionals are invited to dial (480) 629-9818, using access code 4164643 to participate in the live call. A replay will be available for a week at (303) 590-3030, using access code 4164643.
About Cascade Financial
Established in 1916, Cascade Bank, the only operating subsidiary of Cascade Financial Corporation, is a state chartered commercial bank headquartered in Everett, Washington. Cascade Bank has proudly served the Puget Sound region for over 90 years and operates 22 full service branches in Everett, Lynnwood, Marysville, Mukilteo, Shoreline, Smokey Point, Issaquah, Clearview, Woodinville, Lake Stevens, Bellevue, Snohomish, North Bend, Burlington and Edmonds.
In June 2009, Cascade was ranked #55 on the Seattle Times’ Northwest 100 list of public companies. In April 2009, Cascade was ranked #5 on the Puget Sound Business Journal’s list of largest bank companies headquartered in the Puget Sound area.
Non-GAAP Financial Measures
This news release contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles (GAAP). These measures include tangible book value per share, efficiency ratio and tangible capital/assets ratio. These measures should not be construed as a substitute for GAAP measures; they should be read and used in conjunction with Cascade’s GAAP financial information. A reconciliation of the included non-GAAP financial measures to GAAP measures is included elsewhere in this release.
Forward-Looking Statements
Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Reform Act. CASB’s actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “intend,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” and “could.” These forward-looking statements involve risks and uncertainties including, but not limited to, economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors; changes in general economic conditions including the performance of financial markets, prevailing inflation and interest rates, realized gains from sales of investments, gains from asset sales, and losses on commercial lending activities; results of various investment activities; the effects of competitors’ pricing policies, of changes in laws and regulations on competition and of demographic changes on target market populations’ savings and financial planning needs; industry changes in information technology systems on which we are highly dependent; failure of acquisitions to produce revenue enhancements or cost savings at levels or within the time frames originally anticipated or unforeseen integration difficulties; the adoption by CASB of an FFIEC policy that provides guidance on the reporting of delinquent consumer loans and the timing of associated credit charge-offs for financial institution subsidiaries; and the resolution of legal proceedings and related matters. In addition, the banking industry in general is subject to various monetary and fiscal policies and regulations, which include those determined by the Federal Reserve Board, the Federal Deposit Insurance Corporation, and state regulators, whose policies and regulations could affect CASB’s results. These statements are representative only on the date hereof, and CASB undertakes no obligation to update any forward-looking statements made.
BALANCE SHEET
(Dollars in
thousands Three
except per Sept. 30, June 30, Month Sept. 30, One Year
share amounts) 2008 2009 Change 2008 Change
---------- ---------- -------- ---------- --------
(Unaudited)
ASSETS
Cash and due
from banks $ 4,401 $ 13,976 -69% $ 12,822 -66%
Interest
-bearing
deposits 69,838 26,403 165% 611 NM
Securities
available-for
-sale 242,136 227,924 6% 102,313 137%
Federal Home
Loan Bank
(FHLB) stock 11,920 11,920 0% 11,920 0%
Securities held
-to-maturity 26,912 38,243 -30% 140,615 -81%
---------- ---------- ----------
Total
securities 280,968 278,087 1% 254,848 10%
Loans
Business 473,546 467,923 1% 473,213 0%
R/E
construction 284,888 296,931 -4% 403,569 -29%
Commercial R/E 193,652 192,886 0% 119,787 62%
Multifamily 84,029 91,554 -8% 74,535 13%
Home equity
/consumer 31,455 30,919 2% 29,659 6%
Residential 163,151 146,231 12% 112,283 45%
---------- ---------- ----------
Total loans 1,230,721 1,226,444 0% 1,213,046 1%
Deferred
loan fees (3,204) (2,928) 9% (3,248) -1%
Allowance for
loan losses (24,749) (24,490) 1% (14,531) 70%
---------- ---------- ----------
Loans, net 1,202,768 1,199,026 0% 1,195,267 1%
Real estate
owned (REO)
and other
repossessed
assets 6,967 7,872 -11% 1,446 382%
Premises and
equipment 15,009 15,319 -2% 15,676 -4%
Bank owned life
insurance 24,275 24,052 1% 23,388 4%
Deferred tax
asset 6,426 7,167 -10% 8,437 -24%
Other assets 23,062 25,486 -10% 14,173 63%
Goodwill 12,885 12,885 0% 24,585 -48%
Core deposit
intangible,
net 388 423 -8% 529 -27%
---------- ---------- ----------
Total assets $1,646,987 $1,610,696 2% $1,551,782 6%
========== ========== ==========
LIABILITIES
AND EQUITY
Liabilities:
Deposits
Personal
checking
accounts $ 198,766 $ 146,310 36% $ 90,772 119%
Business
checking
accounts 128,846 140,345 -8% 82,485 56%
---------- ---------- ----------
Total checking
accounts 327,612 286,655 14% 173,257 89%
Savings and
money market
accounts 128,918 132,704 -3% 266,560 -52%
Certificates
of deposit 576,133 581,937 -1% 552,688 4%
---------- ---------- ----------
Total deposits 1,032,663 1,001,296 3% 992,505 4%
FHLB advances 239,000 239,000 0% 255,000 -6%
Securities sold
under
agreement to
repurchase 147,455 146,600 1% 120,983 22%
Federal Reserve
borrowings 60,000 60,000 0% 30,000 100%
Other
liabilities 7,489 7,307 2% 8,194 -9%
Jr. Sub. Deb.
(Trust
Preferred
Securities) 15,465 15,465 0% 15,465 0%
Jr. Sub. Deb.
(Trust
Preferred
Securities),
at fair value 8,357 8,708 -4% 10,535 -21%
---------- ---------- ----------
Total
liabilities 1,510,429 1,478,376 2% 1,432,682 5%
---------- ---------- ----------
Stockholders'
equity:
Preferred stock 36,931 36,826 0% -- NM
Common stock
and paid in
capital 41,129 41,054 0% 40,857 1%
Retained
earnings 54,503 53,430 2% 79,753 -32%
Warrants issued
to U.S.
Treasury 2,389 2,389 0% -- NM
Accumulated
other
comprehensive
gain (loss),
net 1,606 (1,379) NM (1,510) NM
---------- ---------- ----------
Total
stockholders'
equity 136,558 132,320 3% 119,100 15%
---------- ---------- ----------
Total
liabilities
and
stockholders'
equity $1,646,987 $1,610,696 2% $1,551,782 6%
========== ========== ==========
STATEMENT OF
OPERATIONS
(Dollars in Quarter Quarter Quarter
thousands Ended Ended Three Ended
except per Sept. 30, June 30, Month Sept. 30, One Year
share amounts) 2009 2009 Change 2008 Change
(Unaudited) ---------- ---------- -------- ---------- --------
Interest
income $ 20,189 $ 20,215 0% $ 24,345 -17%
Interest
expense 9,271 9,392 -1% 11,508 -19%
---------- ---------- ----------
Net interest
income 10,918 10,823 1% 12,837 -15%
Provision for
loan losses 4,000 18,300 -78% 1,250 220%
---------- ---------- ----------
Net interest
income (loss)
after
provision for
loan losses 6,918 (7,477) NM 11,587 -40%
Other income:
Checking fees 1,342 1,270 6% 1,328 1%
Service fees 237 286 -17% 280 -15%
Bank owned
life
insurance 239 208 15% 271 -12%
Gain on sales
/calls of
securities 852 226 277% (87) NM
Gain on sale
of loans 23 98 -77% 36 -36%
Fair value
gains 351 12 NM 389 -10%
Other 123 120 2% 109 13%
---------- ---------- ----------
Total other
income 3,167 2,220 43% 2,326 36%
Total income
(loss) 10,085 (5,257) NM 13,913 -28%
---------- ---------- ----------
Other expenses:
Compensation
expense 3,382 3,587 -6% 3,789 -11%
Other
operating
expenses 3,989 3,942 1% 3,187 25%
FDIC insurance
and WPDPC
assessment 505 1,241 -59% 186 172%
Loss on sale
of REO 69 1,225 -94% 3 NM
OTTI charge -- -- NM 17,338 NM
---------- ---------- ----------
Other expenses
excluding
goodwill
impairment 7,945 9,995 -21% 24,503 -68%
Goodwill
impairment -- 11,700 NM -- NM
---------- ---------- ----------
Total other
expenses 7,945 21,695 -63% 24,503 -68%
---------- ---------- ----------
Net income
(loss) before
provision
(benefit) for
income tax 2,140 (26,952) NM (10,590) NM
Provision
(benefit) for
income tax 507 (5,552) NM (3,971) NM
---------- ---------- ----------
Net income
(loss) 1,633 (21,400) NM (6,619) NM
Dividends on
preferred
stock 487 487 0% -- NM
Accretion of
issuance
discount on
preferred
stock 105 105 0% -- NM
---------- ---------- ----------
Income (loss)
available for
common
stockholders $ 1,041 $ (21,992) NM $ (6,619) NM
========== ========== ==========
EARNINGS PER
SHARE
INFORMATION
Earnings per
share, basic $ 0.09 $ (1.82) NM $ (0.55) NM
Earnings per
share,
diluted $ 0.09 $ (1.82) NM $ (0.55) NM
Weighted
average number
of shares
outstanding
Basic 12,128,257 12,110,434 12,059,480
Diluted 12,128,257 12,110,434 12,140,168
Nine Nine
Months Months
STATEMENT OF OPERATIONS Ended Ended Nine
(Dollars in thousands except per Sept. 30, Sept. 30, Month
share amounts) 2009 2008 Change
---------- ---------- --------
(Unaudited)
Interest income $ 61,814 $ 70,152 -12%
Interest expense 28,954 35,395 -18%
---------- ----------
Net interest income 32,860 34,757 -5%
Provision for loan losses 36,175 4,840 647%
---------- ----------
Net interest (loss) income after
provision for loan losses (3,315) 29,917 -111%
Other income:
Checking fees 3,724 3,640 2%
Service fees 772 825 -6%
Bank owned life insurance 687 790 -13%
Gain on sales/calls of securities 1,196 396 202%
Gain on sale of loans 160 119 34%
Fair value gains 2,153 887 143%
Other 359 340 6%
---------- ----------
Total other income 9,051 6,997 29%
Total income 5,736 36,914 -84%
---------- ----------
Other expenses:
Compensation expense 10,575 11,039 -4%
Other operating expenses 11,281 9,923 14%
FDIC insurance and WPDPC assessment 2,505 385 551%
Loss on sale of REO 1,348 3 NM
OTTI charge 858 17,338 -95%
---------- ----------
Other expenses excluding
goodwill impairment 26,567 38,688 -31%
Goodwill impairment 11,700 -- NM
---------- ----------
Total other expenses 38,267 38,688 -1%
---------- ----------
Net loss before benefit
for income tax (32,531) (1,774) NM
Benefit for income tax (7,947) (1,402) 467%
---------- ----------
Net loss (24,584) (372) NM
Dividends on preferred stock 1,456 -- NM
Accretion of issuance discount
on preferred stock 315 -- NM
---------- ----------
Loss attributable to common
stockholders $ (26,355) $ (372) NM
========== ==========
EARNINGS PER SHARE INFORMATION
Earnings per share, basic $ (2.18) $ (0.03) NM
Earnings per share, diluted $ (2.18) $ (0.03) NM
Weighted average number of
shares outstanding
Basic 12,113,623 12,047,700
Diluted 12,113,623 12,168,009
(Dollars in thousands except per share amounts)(Unaudited)
Nine Nine
Quarter Quarter Quarter Months Months
PERFORMANCE Ended Ended Ended Ended Ended
MEASURES Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
AND RATIOS 2009 2009 2008 2009 2008
---------- ---------- ---------- ---------- ----------
Return on
average
common
equity 6.77% -80.68% -20.69% -30.08% -0.39%
Return on
average
assets 0.40% -5.33% -1.69% -2.02% -0.03%
Efficiency
ratio* 56.41% 76.63% 47.25% 61.34% 51.13%
Net
interest
margin 3.03% 3.01% 3.52% 3.02% 3.24%
*Excludes goodwill and OTTI charges for 6/30/09
and 9/30/08 respectively
Nine Nine
Quarter Quarter Quarter Months Months
Ended Ended Ended Ended Ended
AVERAGE Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
BALANCES 2009 2009 2008 2009 2008
---------- ---------- ---------- ---------- ----------
Average
assets $1,634,855 $1,611,721 $1,556,771 1,626,966 1,519,073
Average
earning
assets 1,430,829 1,440,316 1,452,526 1,453,728 1,430,815
Average
total
loans 1,231,888 1,247,475 1,201,676 1,246,130 1,168,611
Average
deposits 1,024,489 986,945 988,905 995,071 961,859
Average
equity
(including
preferred
stock) 133,375 142,861 127,936 145,728 126,369
Average
common
equity
(excluding
preferred
stock) 96,513 106,102 127,936 108,961 126,369
Average
tangible
common
equity
(excluding
pref stock
and good
will) 83,223 92,776 102,804 91,778 101,202
Sept. 30, June 30, Sept. 30,
EQUITY ANALYSIS 2009 2009 2008
---------- ---------- ----------
Total equity $ 136,558 $ 132,320 $ 119,100
Less: senior preferred stock 36,931 36,826 --
---------- ---------- ----------
Total common equity 99,627 95,494 119,100
Less: goodwill and intangibles 13,273 13,308 25,114
---------- ---------- ----------
Tangible common equity $ 86,354 $ 82,186 $ 93,986
Common stock outstanding 12,146,080 12,110,434 12,071,032
Book value per common share $ 8.20 $ 7.89 $ 9.87
Tangible book value
per common share $ 7.11 $ 6.79 $ 7.79
Sept. 30, June 30, Sept. 30,
ASSET QUALITY 2009 2009 2008
---------- ---------- ----------
Nonperforming loans (NPLs) $ 125,687 $ 114,449 $ 15,697
Nonperforming loans/total loans 10.21% 9.33% 1.29%
REO and other repossessed assets $ 6,967 $ 7,872 $ 1,446
Nonperforming assets $ 132,654 $ 122,321 $ 17,143
Nonperforming assets/total assets 8.05% 7.59% 1.10%
Net loan charge-offs in
the quarter $ 3,368 $ 18,512 $ 43
Net charge-offs in the quarter
/total loans 0.27% 1.51% 0.00%
Allowance for loan losses $ 24,749 $ 24,490 $ 14,531
Plus: Allowance for off-balance
sheet commitments 75 72 107
---------- ---------- ----------
Total allowance for loan losses $ 24,824 $ 24,562 $ 14,638
Total allowance for loan losses
/total loans 2.02% 2.00% 1.21%
Total allowance for loan losses
/nonperforming loans 20% 21% 93%
Capital/asset ratio (inc.
Jr. Sub. Deb.) 9.81% 9.77% 9.29%
Capital/asset ratio (Tier 1, inc.
Jr. Sub. Deb.) 9.05% 9.10% 7.87%
Tangible cap/asset ratio
(ex. Jr. Sub. Deb. and preferred
stock) 5.29% 5.15% 6.16%
Risk based capital/risk
weighted asset ratio 13.01% 12.62% 10.40%
Quarter Quarter Quarter
Ended Ended Ended
Sept. 30, June 30, Sept. 30,
INTEREST SPREAD ANALYSIS 2009 2009 2008
---------- ---------- ----------
Yield on total loans 5.51% 5.57% 6.82%
Yield on investments 4.38% 4.49% 5.38%
Yield on earning assets 5.60% 5.63% 6.67%
Cost of deposits 1.51% 1.62% 2.59%
Cost of FHLB advances 4.35% 4.33% 4.30%
Cost of Federal Reserve borrowings 0.25% 0.30% 2.37%
Cost of securities sold under
agreement to repurchase 5.89% 5.74% 5.32%
Cost of Jr. Sub. Debentures 8.70% 8.79% 8.00%
Cost of interest-bearing
liabilities 2.63% 2.74% 3.44%
Net interest spread 2.97% 2.89% 3.23%
Net interest margin 3.03% 3.01% 3.52%
RECONCILIATION TO NON-GAAP FINANCIAL MEASURES*
(Dollars in thousands)
(Unaudited)
Quarter Ended Nine Months Ended
Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
2009 2009 2008 2009 2008
---------- ---------- ---------- ---------- ----------
AVERAGE
TANGIBLE
COMMON
EQUITY
Income
(loss)
available
for common
stock
-holders $ 1,041 $ (21,992) $ (6,619) $ (26,355) $ (372)
Less
goodwill
impairment -- 11,700 -- 11,700 --
---------- ---------- ---------- ---------- ----------
Income
(loss)
available
for common
stock
-holders
excluding
goodwill
impair
-ment $ 1,041 $ (10,292) $ (6,619) $ (14,655) $ (372)
Average
tangible
common
equity
(excluding
preferred
stock) $ 83,223 $ 92,776 $ 102,804 $ 91,778 $ 101,202
EFFICIENCY
RATIO
Net
interest
income $ 10,918 $ 10,823 $ 12,837 $ 32,860 $ 34,757
Other
income 3,167 2,220 2,326 9,051 6,997
---------- ---------- ---------- ---------- ----------
Total
income $ 14,085 $ 13,043 $ 15,163 $ 41,911 $ 41,754
Total other
expenses $ 7,945 $ 21,695 $ 24,503 $ 38,267 $ 38,688
OTTI $ -- $ -- $ 17,338 $ 858 $ 17,338
Goodwill
impair
-ment $ -- $ 11,700 $ -- $ 11,700 $ --
---------- ---------- ---------- ---------- ----------
Total other
expenses
(excluding
OTTI and
goodwill
impair
-ment) $ 7,945 $ 9,995 $ 7,165 $ 25,709 $ 21,350
Efficiency
ratio 56.41% 76.63% 47.25% 61.34% 51.13%
TANGIBLE
COMMON
EQUITY
RATIO
Total
assets $1,646,987 $1,610,696 $1,551,782
Less
goodwill
and
intang
-ibles 13,273 13,308 25,114
---------- ---------- ----------
Total
tangible
assets $1,633,714 $1,597,388 $1,526,668
Tangible
common
equity $ 86,354 $ 82,186 $ 93,986
Tangible
cap/asset
ratio (ex.
Jr. Sub
Deb and
preferred
stock) 5.29% 5.15% 6.16%
*Management believes that the presentation of non-GAAP results
provides useful information to investors regarding the effects on
the Company's reported results of operations.
Oct. 19, 2009 (Business Wire) — Ampal-American Israel Corporation (Nasdaq:AMPL), a holding company in the business of acquiring and managing interests in various businesses, with emphasis in recent years on energy and related fields, announced today that it has been advised by East Mediterranean Gas Co.(“EMG”), in which Ampal has a 12.5% interest, that EMG signed three Gas Sale Agreements with respect to three combined cycle cogeneration plants with a total production capacity of 270 Megawatts. The contracts provide for gas deliveries over an 18 year contract period and have a total contract value of $1.3 Billion. Descriptions of the three contracts follow:
- Ashdod Energy Ltd. – gas supply agreement for the cogeneration plant in the Agan Chemicals factory in Ashdod, Israel, with production capacity of 55 Megawatts and 40 tons of steam per hour.
- Ramat Negev Energy Ltd. – gas supply agreement for the cogeneration plant in the Makhteshim Chemicals Works factory in Ramat Hovav, Israel, with production capacity of 115 Megawatts and 110 tons of steam per hour.
- Solad Energy Ltd. – gas supply agreement for the cogeneration plant in the Solbar factory in Ashdod, Israel, with production capacity of 100 Megawatts and 90 tons of steam per hour.
These three agreements signed by EMG are joining the three previous gas sale agreements signed between EMG and the Israeli Electric Company, Dorad Energy Ltd., and Nesher.
Mr. Yosef A. Maiman, the Chairman, President and CEO of Ampal commented: “The signing of the three agreements by EMG, as well as EMG’s active and ongoing negotiations with other potential customers, including electricity producers and industrial companies, buttresses our view that EMG’s gas supply is stable and reliable and, we believe, demonstrates that the energy market in Israel, as well as the financing sources for these projects, believe in the reliability and competitiveness of EMG’s gas. EMG is working with more potential customers who desire to replace costly, polluting fuels with cleaner and cheaper natural gas, and they are turning to EMG as a solution.”
About Ampal:
Ampal and its subsidiaries acquire interests primarily in businesses located in the State of Israel or that are Israel-related. The Company is seeking opportunistic situations in a variety of industries, with a focus on energy and related sectors. The Company’s goal is to develop or acquire majority interests in businesses that are profitable and generate significant free cash flow that Ampal can control. For more information about Ampal please visit our web site at www.ampal.com.
Safe Harbor Statement
Certain information in this press release includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to Ampal that are based on the beliefs of management of Ampal as well as assumptions made by and information currently available to the management of Ampal. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and similar expressions as they relate to Ampal or Ampal’s management, identify forward-looking statements. Such statements reflect the current views of Ampal with respect to future events or future financial performance of Ampal, the outcome of which is subject to certain risks and other factors which could cause actual results to differ materially from those anticipated by the forward-looking statements, including among others, the economic and political conditions in Israel, the Middle East, including the situation in Iraq, and the global business and economic conditions in the different sectors and markets where Ampal’s portfolio companies operate. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcome may vary from those described herein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to Ampal or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. Please refer to the Ampal’s annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. Ampal assumes no obligation to update or revise any forward-looking statements.
Oct. 19, 2009 (Business Wire) — Sprint Nextel Corp. (NYSE: S) and iPCS, Inc. (NASDAQ: IPCS) today announced an agreement for Sprint Nextel to acquire iPCS for approximately $831 million, including the assumption of $405 million of net debt. This transaction value represents 6.4x projected 2010 Adjusted Earnings Before Income, Taxes, and Depreciation (“Adjusted EBITDA”*). Sprint expects to achieve approximately $30 million of synergies annually in the transaction and expects the transaction to be free cash flow accretive to Sprint in 2010.
Under the terms of the agreement, Sprint Nextel will commence a cash tender offer to acquire all of iPCS’ outstanding common shares for $24.00 per share. This price per share represents a 34 percent premium to iPCS’ closing stock price as of October 16, 2009. The agreement also requires a minimum of a majority of the shares outstanding (on a fully-diluted basis) to be tendered in the offer. Following completion of the tender offer, any remaining shares of iPCS will be acquired in a cash merger at the same price per share. Shareholders with approximately 9.5 percent of the outstanding common shares of iPCS have already agreed to tender their shares pursuant to the tender offer and to vote their shares in favor of the merger.
The acquisition is subject to customary regulatory approvals and other customary closing conditions, and is expected to be completed either late in the fourth quarter of 2009 or early 2010. As part of the agreement, Sprint Nextel and iPCS will seek an immediate stay of all pending litigation between the parties with a final resolution to become effective upon closing of the acquisition.
As a result, Sprint will no longer be required to divest its iDEN network in certain iPCS territories and will terminate its previously announced divestiture process pending closing of the transaction.
iPCS’s services are sold under the Sprint brand name and in Sprint-branded stores. Because of the nearly seamless marketing and sales relationship between Sprint and iPCS, customers should not experience any change in their service as a result of this transaction.
“Acquiring iPCS brings added value to Sprint by expanding our direct customer base, growing our direct coverage area and simplifying our business operations,” said Dan Hesse, CEO of Sprint Nextel. “Customers in iPCS territory will see a seamless transition and continue to enjoy a superb customer experience.”
“We are very pleased to have reached this agreement with Sprint Nextel. Given the increasingly competitive landscape, we believe this is an opportune time to provide our shareholders with a liquidity event at a very attractive price. iPCS shareholders will receive a significant and immediate premium for their shares and our customers will continue to receive the same excellent service from the same dedicated people who provide that service today,” said Timothy M. Yager, president and CEO of iPCS. “We look forward to working with the Sprint Nextel team to ensure a smooth completion of the transaction and transition in the coming months.”
*Financial Measures
Certain financial measures included in this release have been generated using adjustments to amounts determined under generally accepted accounting principles (non-GAAP). The non-GAAP financial measures reflect industry conventions, or standard measures of liquidity, profitability or performance commonly used by the investment community for comparability purposes. The financial measures used in this release include the following:
Adjusted EBITDA is defined as operating income plus depreciation, amortization and special items. We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of ongoing business operations. While depreciation and amortization are considered operating costs under generally accepted accounting principles, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods.
Net Debt is debt, including current maturities, less cash and equivalents and current marketable securities.
ADVISORS
Sprint’s financial advisor for the transaction was Citigroup Global Markets Inc. and its principal legal advisor was King & Spalding LLP. iPCS’s financial advisors were UBS Investment Bank and Morgan Stanley & Co. Incorporated and its principal legal advisor was Mayer Brown LLP.
NOTICE TO INVESTORS
The planned tender offer described in this release has not yet commenced. The description contained in this release is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Sprint Nextel will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and iPCS will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to iPCS’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website at www.sec.gov.
SAFE HARBOR
This press release includes forward-looking statements regarding the proposed acquisition and related transactions that are not historical or current facts and deal with potential future circumstances and developments, in particular, information regarding the acquisition of iPCS. Forward-looking statements are qualified by the inherent risk and uncertainties surrounding future expectations generally and may materially differ from actual future experience. Risks and uncertainties that could affect forward-looking statements include: the failure to realize synergies as a result of operational efficiencies, unexpected costs or liabilities, the result of the review of the proposed transaction by various regulatory agencies and any conditions imposed in connection with the consummation of the transaction, satisfaction of various other conditions to the closing of the transaction contemplated by the transaction agreement and the risks that are described from time to time in Sprint’s and iPCS’s respective reports filed with the Securities and Exchange Commission (SEC), including the annual report on Form 10-K for the year ended December 31, 2008 and quarterly report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 of each of Sprint and iPCS. This press release speaks only as of its date, and Sprint and iPCS disclaim any duty to update the information herein.
ABOUT iPCS, Inc.
iPCS, through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of June 30, 2009, iPCS’s licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.6 million residents, and iPCS had approximately 710,200 subscribers. iPCS is headquartered in Schaumburg, Illinois. For more information, please visit iPCS’s website at www.ipcswirelessinc.com.
ABOUT SPRINT NEXTEL
Sprint Nextel offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving almost 49 million customers at the end of the second quarter of 2009; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. The company’s customer-focused strategy has led to improved first call resolution and customer care satisfaction scores. For more information, visit www.sprint.com.
MARLBOROUGH, MA — (Marketwire) — 10/19/09 — 2020 ChinaCap Acquirco, Inc. (“2020”) or (the “Company”) (NASDAQ: EDS), (NASDAQ: EDSWW) and (NASDAQ: EDSUU) announced that its stockholders have approved all proposals related to the acquisition by 2020 of Windrace International Company Limited (“WHL”). WHL is one of the largest branded sportswear companies in China that is engaged in the design, manufacturing, trading and distribution of sporting goods, including footwear, apparel and accessories, in the People’s Republic of China (“PRC”). The vote to approve the acquisition took place today at the Company’s special meeting of stockholders. The transaction is expected to close on October 21, 2009. Prior to the completion of the transaction, the Company will be merged into its wholly-owned subsidiary incorporated in the British Virgin Islands, Exceed Company Limited (“Exceed”), with Exceed as the surviving entity. This will result in the redomestication of the Company to the British Virgin Islands. 2020 changed its ticker symbols from TTY, TTYWW and TTYUU for its common stock, warrants and units respectively to EDS, EDSWW and EDSUU, respectively on October 19, 2009. Upon completion of the transaction, the common stock, warrants and units of Exceed will continue to trade on the NASDAQ Stock Market under the new ticker symbols.
“We are very pleased that our stockholders approved the acquisition of WHL,” stated George Lu, Chairman and Chief Executive Officer of 2020. “This transaction provides the business of WHL with a public listing on NASDAQ and the capital to execute its growth strategy of scaling up its distribution network through continued supply chain management enhancements and expansion as well as continued product innovation. WHL has a strong track record of growth, having emerged as one of the leading sporting goods companies in China over the last six years, and we look forward to working with the WHL management team to take the business to the next level and build shareholder value over the long-term.”
ABOUT 2020 CHINACAP ACQUIRCO, INC.
2020 is a public acquisition company organized as a corporation under the laws of the State of Delaware on August 21, 2006. It was formed to effect a business combination with an unidentified operating business having its operations in China. In November 2007, it consummated its IPO from which it derived gross proceeds of $69 million, including proceeds from the exercise of the underwriters’ over-allotment option. $68 million of the net proceeds of the IPO and a private placement completed prior to the IPO were deposited in a trust account and such funds and a portion of the interest earned thereon will be released only upon the consummation of the business combination or to holders of 2020’s common stock in connection with its liquidation and dissolution. Other than its IPO and the pursuit of a business combination, 2020 has not engaged in any business to date.
FORWARD LOOKING STATEMENTS
The transaction described herein is subject to a number of risks and uncertainties, including, but not limited to, the satisfaction of certain conditions to the closing of the proposed merger and the ability of WHL to successfully utilize the additional capital made available to it by the acquisition.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and future performance of 2020. These statements are based on management’s current expectations or beliefs. Actual results may vary materially from those expressed or implied by the statements herein. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in certain of 2020’s Securities and Exchange Commission filings. For a description of certain factors that could cause actual results to vary from current expectations and forward-looking statements contained in this press release, refer to documents that 2020 files from time to time with the Securities and Exchange Commission. 2020 is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
BEIJING, Oct. 15, 2009 (PRNewswire-Asia-FirstCall) — Linktone Ltd. (Nasdaq: LTON), one of the leading providers of wireless interactive entertainment products and services to consumers in China, today announced that the Company has entered into a mobile video agreement to make video highlights of Major League Baseball (MLB) games available to customers in China with China National Radio Mobile Media (Beijing) Co. Ltd. (“CNRMM”). CNRMM is one of four companies licensed to provide video content to mobile phone users in China and a subsidiary of China National Radio, the national radio station of the People’s Republic of China.
Under the terms of the agreement with CNRMM, beginning with the 2009 MLB World Series on October 28th, Linktone will provide daily video highlights from the Fall Classic to CNRMM’s subscribers, who will be able to access the content via China Mobile’s Monternet mobile video platform. Beginning in April 2010, the MLB video highlights provided by Linktone to CNRMM customers are expected to be expanded to include regular season games for all 30 MLB Clubs.
“This partnership is an early example of the many possible product applications arising from Linktone’s recently announced exclusive license for Major League Baseball related interactive media rights. Baseball will be coming to the portable screen in China via 3G technology, enabling baseball fans to follow their favorite teams and players anywhere and anytime,” said Hary Tanoesoedibjo, Chairman and Chief Executive Officer of Linktone.
About Linktone Ltd.
Linktone Ltd. is one of the leading providers of wireless interactive entertainment services to consumers in China. Linktone provides a diverse portfolio of services to wireless consumers and corporate customers, with a particular focus on media, entertainment and communications. These services are promoted through the Company’s strong distribution network, integrated service platform and multiple marketing sales channels, as well as through the networks of the mobile operators in China. Through in-house development and alliances with international and local branded content partners, the Company develops, aggregates, and distributes innovative and engaging products to maximize the breadth, quality and diversity of its offerings.
About CNR Mobile Media (Beijing) Co. Ltd.
China National Radio Mobile Media (Beijing) Co. Ltd. (“CNRMM”), a subsidiary of China National Radio, the national radio station of the People’s Republic of China. CNRMM is one of four companies licensed to provide video content to mobile phone users in China. China National Radio (CNR) is one of the most important and influential mass media in China. Founded on 30 Dec. 1940, CNR is now operating 11 channels (named respectively as: News Radio, Business Radio, Music Radio, Metro Radio, Zhonghua News Radio, Shenzhou Easy Radio, Huaxia Radio, Ethnic Minority Radio and Story Radio) and 197-hour daily broadcast through satellites covering the whole country as well as the new business: 4 DMB channels and 3 Handset broadcasting channels. Based on the traditional radio broadcasting, CNR is endeavoring to improve its business on internet-broadcasting, net-radio, digital TV broadcasting, handset TV broadcasting and broadcasting publications. CNR now possesses CNR.CN which is the largest audio network in China, net-radio: RADIO.CN, cable pay-TV channel specialized on Family Health, CHINA BROADCASTS (journal), CHINA BROADCASTING POST, China Broadcasting Audio-visual Press and CNR Media Corporation.
Forward-Looking Statements
This press release contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward- looking statements by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar statements. The accuracy of these statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to uncertainty as to the popularity of the MLB content being licensed by MLBAM or the profitability of the license and partnership arrangements between Linktone and MLBAM or the partnership arrangements with CNRMM; the ability of Linktone to successfully launch and maintain the licensed MLB Web sites and other services such as mobile video content in a cost-effective manner or at all; and the risks outlined in Linktone’s filings with the Securities and Exchange Commission, including its registration statement on Form F-1 and annual report on Form 20- F. Linktone does not undertake any obligation to update this forward-looking information, except as required under applicable law.
WEST CHESTER, PA and WORCESTER, MA, Oct. 15 /PRNewswire-FirstCall/ – World Energy Solutions, Inc. (NASDAQ: XWES; TSX: XWE), an operator of online exchanges for energy and green commodities, today announced it has run numerous online electricity procurement events on behalf of Pennsylvania businesses in advance of the State’s newly opening markets, including Pennsylvania Power & Light (PPL). By doing so, World Energy has helped its customers, in industries such as health care and manufacturing, secure energy contracts over the World Energy Exchange(R) for up to 36 months at attractive rates, providing valued budget certainty and cost savings.
With utility rate caps set to expire across the State in 2010 and 2011, beginning with PPL on January 1, 2010, Pennsylvania businesses are weighing their options. Some are choosing to wait to see where utility prices set, so they can benchmark against them. Others are choosing not to wait, looking for ways to mitigate risk and achieve budget certainty. Either way, World Energy can help, bringing together the people, process and technology customers need to make the most of their next strategic energy procurement.
“Energy is a large cost for our company and something we did not want to leave to chance,” said Jeff Davis, Senior VP/CFO at Presbyterian Senior Living, which runs retirement communities in 22 locations across Pennsylvania, Delaware, Maryland and Ohio. “World Energy impressed us with its systematic, proactive approach to our energy needs, delivering a competitive event that produced an electricity price within our budget and that we could lock in early for 24 months.”
Added Dale Good, Director of Corporate Operations at Martin Limestone, Inc., a provider of aggregates and minerals for the construction industry, “A combination of budget needs and current low energy commodity prices made us eager to secure a favorable electricity rate in advance of the PPL rate re-set. With World Energy, we were able to lock in an excellent rate – no higher than our current 2009 tariffed rate – for 30 months.”
PPL: The Wait Is Over
On October 8, 2009, PPL announced the results of its final rate-setting auction, which established the utility’s 2010 electricity rates for all its customers, including medium and large commercial and industrial accounts. World Energy sees these new rates as a positive development, one that will enhance competition and ultimately benefit area businesses. This sentiment was echoed by PPL’s president, David G. DeCampli, who stated in the Company’s press release on the new rates: “customers who shop for better deals may be able to further lessen the impact of higher prices in 2010.”
Added Dave Laipple, VP at World Energy, “As we saw in the Duke and First Energy Ohio service territories earlier this year – where World Energy has delivered over $15 million in savings to its customers – when competitive markets open, we know how to move fast and deliver customers a strategic edge. We see a similar opportunity in Pennsylvania behind PPL and believe the new rates will drive even more competition and savings opportunities for customers.”
With offices in West Chester, PA, and a growing network of channel partners throughout the State, including EnergyWise Consulting and Commercial Utility Consultants, World Energy is actively serving the electricity, natural gas and renewable energy needs of Pennsylvania businesses. World Energy also boasts a large nationwide network of registered suppliers and a sales and operations team steeped in Pennsylvania and national deregulated energy markets.
“Energy is a business where customers ultimately determine value,” concluded Laipple. “Our whole approach helps customers go to market when they need to in order to secure terms that best meet their strategic objectives. For some in the PPL market, this has meant going in before the re-set. For others, the newly established rate provides the impetus to test the market now with other suppliers, a process World Energy is in business to optimize.”
About World Energy Solutions, Inc.
World Energy (NASDAQ: XWES; TSX: XWE) operates online exchanges for energy and green commodities. For buyers and sellers of electricity, natural gas, capacity, and green-energy assets who are impacted by today’s volatile markets, World Energy’s proven approach has transformed the normally complex procurement process into a powerful, streamlined vehicle for cost savings. In addition to enabling customers to seek competitive pricing on traditional energy commodities, World Energy is taking a leadership position in the emerging environmental-commodities markets. Its award-winning World Green Exchange(R) supports the ground-breaking Regional Greenhouse Gas Initiative’s (RGGI) cap and trade program for CO2 emissions. For more information, please visit www.worldenergy.com.
This press release contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: our revenue is dependent on actual future energy purchases pursuant to completed procurements; the demand for our services is affected by changes in regulated prices or cyclicality or volatility in competitive market prices for energy; we depend on a small number of key energy consumers, suppliers and channel partners; there are factors outside our control that affect transaction volume in the electricity market; and there are other factors identified in our Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission.
Oct. 15, 2009 (Business Wire) — Royale Energy, Inc. (NASDAQ:ROYL) announces that after reaching a total depth of 6200 feet, it has set pipe on what the company believes to be a significant new discovery.
The Goddard 7-1 which commenced drilling on September 23rd was located one mile north of the boundary of the company’s successful Lonestar field. The well was drilled to test a significant 3D seismic amplitude at a previously unexplored depth. At this depth the well encountered higher pressure than those produced in the Lonestar field increasing the expected rate of gas recovery.
This new field discovery provides Royale Energy with significant new development opportunities to increase its production and natural gas reserves. Current prices for its PG&E citygate is $5.04 MCF. The Company has 2,000 MCF per day sold through December 2009 at $4.85 MCF.
About the Company
Headquartered in San Diego, Royale Energy, Inc. is an independent energy company. The company is focused on development, acquisition, exploration, and production of natural gas and oil in California, Texas and the Rocky Mountains. It has been a leading independent producer of oil and natural gas for over 20 years. The company’s strength is continually reaffirmed by investors who participate in funding over 50% of the company’s new projects. Additional information about Royale Energy, Inc. is available on its web site at www.royl.com.
Forward Looking Statements
In addition to historical information contained herein, this news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, subject to various risks and uncertainties that could cause the company’s actual results to differ materially from those in the “forward-looking” statements. While the company believes its forward looking statements are based upon reasonable assumptions, there are factors that are difficult to predict and that are influenced by economic and other conditions beyond the company’s control. Investors are directed to consider such risks and other uncertainties discussed in documents filed by the company with the Securities and Exchange Commission.
Oct. 13, 2009 (Business Wire) — BioMimetic Therapeutics, Inc. (NASDAQ: BMTI) today announced positive top-line results from its North American pivotal (Phase III) randomized controlled trial comparing its fully synthetic, off-the-shelf bone growth factor product, Augment Bone Graft (“Augment”), to autograft for use in hindfoot and ankle fusion surgery. The primary study goal was to establish non-inferiority of Augment compared to autograft. Autograft is the historical standard of care but has the limitation that it must be obtained and transplanted from another bone in the patient’s body, often requiring a second surgical procedure. These positive top-line results indicate that, with the use of Augment, patients can expect a comparable treatment outcome while being spared the pain and potential morbidity associated with traditional autograft bone harvesting and transplantation.
Study Results
For the primary endpoint, the percent of subjects achieving fusion as defined by 50% or greater bone bridging on CT scans at 24 weeks, patients treated with Augment experienced a similar fusion rate (61.2%) compared with those receiving autograft (62.0%), which met non-inferiority (p=0.037; n=397 patients). Since many patients had multiple joints treated, analysis was also performed on a per joint basis. Non-inferiority was also established on a per joint basis, with 66.5% of joints treated with Augment fused on CT scans compared to 62.6% of joints treated with autograft (p=<0.001; n=597 joints).
In the key clinical, secondary endpoints, the healing (union) rate was 83.1% for Augment compared to 83.9% for autograft at 24 weeks (p=0.008; n=397). The delayed/nonunion rates (lower rates are better) were 8.8% for Augment and 10.2% for autograft (p=0.008). The remaining patients were judged by the investigators to be progressing to healing but were not able to be definitively diagnosed. Infection rates also tended to be lower for Augment (7.3%) compared to autograft (9.5%; p=0.011). Pain at the autograft donor site was present in 95.6% of autograft patients, while Augment patients do not require a donor site. Substantial pain at the autograft donor site (at least 20mm on VAS pain scale) was present at six months in 12.4% of the patients treated with autograft and none of the Augment patients. These findings demonstrate that patients treated with Augment can expect clinical results as good as if they had been treated with autograft, while being spared the pain and potential for additional surgical and post-operative complications resulting from the extra surgical procedure often required to harvest the autograft.
Seventy-five percent (75%) of patients in both groups had one or more risk factors for poor healing. There were no significant differences in the frequency of serious adverse events between the Augment and autograft treated patients. Finally, analysis of human anti-PDGF antibodies indicated only 13% of Augment patients experienced antibody formation at any time point, which dropped to 3.9% at six months. Additionally, 3.5% of autograft patients also had anti-PDGF antibodies. Most importantly, none of the antibodies in either group was neutralizing.
The data above reflect the results of the 397 patient “modified intent-to-treat” (mITT) study population. Thirty-seven (37) patients were excluded from this analysis, 21 of which were randomized but never treated and 16 which had major protocol deviations which were prospectively identified (e.g. midfoot fusions even though these were a specific exclusion criteria). Thus, the mITT population represents over 90% of all randomized patients and over 95% of all treated patients.
On a strict intent-to-treat (ITT) population in which those patients who were randomized but never treated are counted as automatic failures, 24 week fusion rates on CT scans were 57.9% for patients randomized to Augment and 60.4% for patients randomized to autograft (p=0.065; n=434). On a per joint basis the CT fusion rate was 65.2% for Augment compared to 64.6% for autograft (p=0.004; n=631). Clinical union rate for the ITT population was 79.6% for the Augment group and 79.2% for the autograft group (p=0.004; n=434). The delayed/nonunion rate on the ITT population was 8.1% in the Augment group and 10.7% for the autograft group (p=0.015; n=434).
Medical Need
“We are excited that our pioneering work at BioMimetic on ways to improve orthopedic and dental tissue regeneration has again translated into a potential new treatment option for patients with significant debilitating injuries or diseases,” said Dr. Samuel Lynch, president and CEO of BioMimetic Therapeutics. “These top-line data demonstrate a consistent picture that Augment is at least as efficacious as autograft, while also having the benefit of sparing patients the pain and potential morbidity resulting from autograft bone harvesting and transplantation to the fusion site. We look forward to sharing these positive pivotal trial data with the FDA. Finally, I’d like to once again acknowledge the work of our investigators and thank them for their excellent execution of this complex and rigorous trial.”
“These top-line results are very exciting,” said Dr. Christopher DiGiovanni, principal investigator for the Augment trial and professor of orthopaedic surgery and chief of the division of foot and ankle surgery in the department of orthopaedic surgery at the Warren Alpert School of Medicine at Brown University, Rhode Island Hospital. “The data available thus far support the primary objective of the study which is to find a safe and effective alternative to autograft in foot and ankle fusion surgeries. Should Augment receive FDA approval based on the full data set, I believe it will be widely used by practicing foot and ankle surgeons anxious to spare patients all the pain, potential morbidity, and extra surgical and anesthesia time associated with traditional autograft bone harvest. I look forward to having Augment available for use in patients.”
Joint fusion is the standard surgical treatment for chronic pain in the foot and ankle. This pain is often caused by arthritis, joint instability and congenital defects. The current gold standard for fusion involves the use of autograft, which is bone taken from another location in the patient’s body. While effective, the use of autograft creates significant morbidities at a previously asymptomatic harvest site. Some of these morbidities include severe pain, serious infection, numbness and increased anesthesia time. Autograft also incurs a financial burden when operating room time, instrument cost, anesthesia cost and surgeon charges are considered. Therefore it is of great value to the surgical community to find a safe and effective off-the-shelf alternative to autograft.
Study Design
The Augment North American pivotal trial is a prospective, randomized, blinded, controlled study providing a head-to-head comparison of Augment to autograft for use in hindfoot and ankle fusion surgery. Treatment was randomized 2:1, Augment to autograft, and the randomization was stratified for two variables, hindfoot vs. ankle procedures and risk factor vs. no risk factor. Risk factors included diabetes, smoking or recent history of smoking and obesity (BMI> 30kg/m2).
Thirty-seven sites in the United States and Canada participated in the study, enrolling a total of 434 patients. Patient enrollment was completed at the end of December 2008. The results announced today are through 24 weeks after treatment surgery which is the time of assessment of the primary endpoint, but all study patients will be followed through a final 52 week visit. The study is designed to demonstrate non-inferiority between Augment Bone Graft and autograft.
All p values reported in this release are derived from non-inferiority analyses. Analysis of the complete data set will continue for some time. A substantial amount of data in addition to the top-line data announced today will be included in the Company’s PMA submission, which is expected to be filed with the FDA within the next three months.
Conference Call and Webcast
BioMimetic will be hosting a conference call and webcast on October 13, 2009 at 6:30 EDT to discuss the study results. A live webcast of the conference call will be available on the Investor Relations section of BioMimetic’s website at www.biomimetics.com. The webcast will be archived on the website for at least 30 days.
The conference call may be accessed on October 13, 2009 by dialing 888-679-8018 (passcode 32982191). The international dial in number is 617-213-4845, and the same passcode applies. Participants should dial in 10 minutes prior to the call if they have not pre-registered.
About Augment Bone Graft
Augment consists of a combination of a sterile solution of 0.3mg/ml purified recombinant human platelet-derived growth factor BB (rhPDGF-BB) and a synthetic tricalcium phosphate (TCP) bone matrix. The rhPDGF-BB functions to recruit the bone healing cells and new blood vessels to the site of injury through processes termed chemotaxis, mitogenesis and angiogensis, while the TCP acts as a scaffold or lattice for the deposition of new bone. A similar product successfully developed by BioMimetic (GEM 21S) has already been FDA approved for bone and periodontal regeneration in the jawbone.
About BioMimetic Therapeutics
BioMimetic Therapeutics is a biotechnology company utilizing purified recombinant human platelet-derived growth factor (rhPDGF-BB) in combination with tissue specific matrices as its primary technology platform for promotion of tissue healing and regeneration. rhPDGF-BB is a synthetic copy of one of the body’s principal agents to stimulate and direct healing and regeneration. The mechanism of action of this platform technology suggests it may be effective in a broad array of musculoskeletal applications, including the repair of bone, ligament, tendon and cartilage. Through the commercialization of this technology, BioMimetic seeks to become the leading company in the field of orthopedic regenerative medicine. BioMimetic received marketing approval from the FDA for its first product, GEM 21S®, as a grafting material for bone and periodontal regeneration following completion of human clinical trials, which demonstrated the safety and efficacy of the rhPDGF-BB platform technology. Additionally, BioMimetic Therapeutics has completed and ongoing clinical trials with its product candidates Augment and Augment Injectable in multiple orthopedic bone healing indications including the treatment of foot and ankle fusions and the stimulation of healing of fractures of the wrist.
GEM 21S is a trademark of Luitpold Pharmaceuticals, Inc., who now owns this dentally related product and markets it through its Osteohealth Company in the United States and Canada.
For further information, visit www.biomimetics.com or contact Kearstin Patterson, corporate communications, at 615-236-4419.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current intent and expectations of the management of BioMimetic Therapeutics. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. There are many important factors that could cause actual results to differ materially from those indicated in the forward-looking statements. BioMimetic Therapeutics’ actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements because of risks associated with the marketing of BioMimetic Therapeutics’ product and product candidates, unproven preclinical and clinical development activities, regulatory oversight and approval, and other risks detailed in BioMimetic Therapeutics’ filings with the Securities and Exchange Commission. Companies in the biotechnology industry have suffered significant setbacks in advanced or late-stage clinical trials, even after obtaining promising earlier trial results or in preliminary findings for such clinical trials. Even if favorable data is generated by clinical trials of medical devices, the FDA may not accept or approve a PMA filed by a biotechnology company for such medical devices. Any failure by BioMimetic Therapeutics to obtain FDA approval of Augment, or any of its other product candidates, in a timely manner, or at all, will severely undermine its business and results of operation. Except as required by law, BioMimetic Therapeutics undertakes no responsibility for updating the information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise, or for changes made to this document by wire services or Internet services.
Oct. 13, 2009 (Business Wire) — LJ International Inc. (LJI) (NASDAQ: JADE), a leading jewelry manufacturer and retailer, today announced revenue and earnings guidance for the third quarter ended September 30, 2009, as well as previewing its retail expansion plans over the next two years.
LJI Provides Positive Revenue and Earnings Guidance for Third Quarter 2009
The Company today announced that it expects revenues for the third quarter ended September 30, 2009 to total over $25.0 million, approximately 22% below revenues of $32.9 million reported in the third quarter of 2008. As expected, the 40% decrease in wholesale revenues was due to the ongoing recession in the U.S. The decline is expected to be offset by an approximate 25% increase in revenues from the Company’s ENZO division to over $11 million.
Accordingly, the Company expects to achieve earnings in the 2009 third quarter of over $1.0 million, or between $0.03-$0.05 per fully diluted share, compared to earnings of approximately $0.4 million, or $0.02 per share in the third quarter of 2008.
The Company noted that its third-quarter 2009 results will reflect two major trends in the jewelry market and in LJI’s execution of its growth strategy. One of these trends, the sharp decline in consumer spending on luxury items, particularly in the U.S., produced commensurate year-over-year declines in LJI’s wholesale revenues, which have historically been generated from North America. The other trend is the accelerating growth of ENZO’s retail business in China, which is expected to be reflected by year-over-year revenue gains of approximately 25%. In the coming quarters, the Company expects its retail growth to increase as wholesale revenues stabilize while maintaining profitability.
Company Expects to Open 100 New ENZO Retail Stores as Part of Expansion Strategy
The Company also provided a preview of its updated ENZO expansion plans, which will be discussed in more detail in upcoming investor communications and in a special letter to shareholders also being released today. It reaffirmed its commitment to a global growth strategy based on the same “two-pronged” approach that has guided the Company in recent years: ENZO’s retail expansion across China while maintaining its global wholesale market position.
As part of this expansion plan, the Company today announced that it expects to open approximately 100 new ENZO stores across China by the end of 2011. ENZO, as a result, would likely represent the largest contributor of both revenues and earnings to the Company. LJI’s historically strong cash position, minimal long-term debt and growing fundamentals should provide the Company with the ability to access the additional necessary financing to meet this goal.
Yu Chuan Yih, LJ International’s Chairman and CEO, noted that, “Although the company’s wholesale business has slimmed-down but remains healthy as a result of the global downturn in jewelry sales, it is uniquely positioned to continue to maintain and capture additional market share from its wholesale competitors, some of which have not been so fortunate to survive the recent economic turmoil. While our wholesale operations are profitable and positioned to gain market share following a recovery in the U.S. economy, there is no question that our diversification strategy away from the U.S. markets and into China’s growing retail business is already beginning to contribute to our revenue and earnings growth.”
ENZO’s Same-Store-Sales Growth Being Driven by Three Key Performance Indictors
The Company noted that its ENZO retail division is continuing to expand at a healthy pace despite the global recession due to its focus on the growing Chinese market. China’s strong economic growth has resumed after a lull — though not a recession — in early 2009. LJI’s ENZO division, with 92 stores now in operation, achieved a year-over-year revenue gain of nearly 25% primarily due to improvements and relocations of a number of underperforming stores. For the first nine months of 2009, average sales per square foot at ENZO increased year-over-year by over 50%, to over $850 per square foot.
However, the growth rate across its 39 stores that have been open for at least 20 consecutive months, which constitute the Company’s comps base — is achieving same-store sales growth rates of over 30% and sales of nearly $1,300 per square foot. The Company noted these growth rates were primarily due to three key performance measures: increased store traffic, higher average unit prices and ongoing improvements in its inventory mix.
Mr. Yih continued, “Productivity improvements at our ENZO stores have reached the point where an average new store will likely achieve profitability within two to three months following its opening date. Based on current trends, we expect our new ENZO stores to contribute positively to our overall financial results.”
Company to Present Corporate Expansion Strategy at Roth China Conference on October 13
LJI will be presenting further details on its expansion plans and other aspects of its business outlook at the 2009 Roth Capital Partners China Conference, October 12 through 14 at the Fontainebleau Miami Beach, Miami Beach, Florida. For more information on this event, please visit www.roth.com/main/Page.aspx?PageID=7220.
To be added to LJI’s investor lists, please contact Haris Tajyar at htajyar@irintl.com or at 818-382-9702.
About LJ International
LJ International Inc. (LJI) (NASDAQ: JADE) is engaged in the designing, branding, marketing and distribution of a full range of jewelry. It has built its global business on a vertical integration strategy and an unwavering commitment to quality and service. Through its ENZO stores, LJI is now a major presence in China’s fast-growing retail jewelry market. As a wholesaler, it distributes to fine jewelers, department stores, national jewelry chains and electronic and specialty retailers throughout North America and Western Europe. Its product lines incorporate all major categories, including earrings, necklaces, pendants, rings and bracelets.
Forward-looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. LJ International (“Company”) cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by the Company’s management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the Company’s filings with the Securities and Exchange Commission (SEC), in some cases have affected and in the future could cause the Company’s actual results, such as its ability to open approximately 100 new ENZO retail stores by the end of 2011 as well as its financial guidance for both the third quarter of 2009 and beyond, to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: the current global financial crisis and general economic conditions; changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions in the U.S., China as well as other foreign jurisdictions in which the Company operates, including, but not limited to; the impact of competition and pricing; market price of key raw materials; ability to source or purchase raw materials, gemstones and other precious or semi-precious metals from its global supplier base; political instability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; ability to hire, train and retain associates; estimates of expenses which the Company may incur in connection with the closure of any underperforming ENZO stores and related direct-to-consumer operations; and the outcome of any pending or future litigation. Future economic and industry trends, both in the jewelry industry as well as geographically in the U.S. and China, which could potentially impact revenue and profitability, are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Press Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the Company’s expansion plans, particularly its goal to open approximately 100 new ENZO stores by the end of 2011, will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements.
BEIJING, Oct. 13, 2009 (PRNewswire-Asia) — Sinovac Biotech Ltd. (NYSE Amex: SVA), a leading developer and provider of vaccines in China, announced today that its wholly-owned subsidiary, Sinovac Biotech (Hong Kong) Ltd, has received the Certificate of Approval to distribute Panflu(TM) (H5N1), its H5N1 (bird flu) pandemic influenza vaccine, in Hong Kong. The certificate is valid through September 13, 2014 and thereafter will be renewable for periods of five years at a time, subject to payment of the registration fee.
Sinovac Biotech (Hong Kong) Ltd, was established in October 2008 to focus on registering and distributing Sinovac’s vaccines in Hong Kong and seeking vaccine R&D opportunities in Hong Kong. In the coming months, the Company plans to submit applications in Hong Kong for approval for its Panflu.1 (H1N1) and Anflu vaccines.
Mr. Weidong Yin, Chairman, President and CEO of Sinovac, commented, “We are pleased to receive approval to market Panflu in Hong Kong, as it represents an opportunity to significantly expand our market reach. In working closely with Hong Kong officials on regulatory approval for Panflu, we have gained knowledge about the regulatory process there and plan to submit applications in the near future for additional vaccines, specifically Panflu.1 for swine flu and Anflu. And at the same time, Hong Kong officials have gained an overall understanding of the quality of Sinovac’s product. The approval in Hong Kong for Panflu is a significant step in our mission to distribute our affordable, high-quality and safe vaccines on a global basis.”
About Sinovac
Sinovac Biotech Ltd. is a China-based biopharmaceutical company that focuses on the research, development, manufacture and commercialization of vaccines that protect against human infectious diseases. Sinovac’s vaccine products include Healive(R) (hepatitis A), Bilive(R) (combined hepatitis A and B), and Anflu(R) (influenza). Panflu(TM), Sinovac’s pandemic influenza vaccine (H5N1), has already been approved for government stockpiling. Sinovac is developing vaccines for enterovirus 71, universal pandemic influenza, Japanese encephalitis, and human rabies. Its wholly owned subsidiary, Tangshan Yian, is conducting field trials for independently developed inactivated animal rabies vaccines.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this press release contain forward-looking statements. Statements that are not historical facts, including statements about Sinovac’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Sinovac does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
COEUR D’ALENE, Idaho, Oct. 13, 2009 (GLOBE NEWSWIRE) — Timberline Resources Corporation (NYSE Amex:TLR) (“Timberline”) announced today that it has completed an updated calculation of the estimated gold mineralization at its Butte Highlands Gold Project joint venture.
Timberline has analyzed recent and historical drilling results in conjunction with an updated interpretation of the geologic model to arrive at these new mineral estimates. The mineralized envelopes generating these estimates are based on drill intercepts with greater than 0.10 ounces per ton of gold over a 10-foot interval. The estimated mineralized material has been classified as shown below:
Estimated
Gold Grade Estimated
Estimated (Ounces Gold
Description Tons per ton) Mineralization
Mineralized Material
(Measured & Indicated) 1,152,111 0.28 opt 322,972 ozs.
Mineralized Material
(Inferred) 1,715,711 0.25 opt 435,974 ozs.
Paul Dircksen, Timberline’s Executive Chairman and Vice-President of Exploration, commented, “These new resource estimates increase our total anticipated mineralization at Butte Highlands to over 750,000 ounces of gold at an overall grade of 0.26 ounces per ton. This indicates an increase of more than 40% over the historical resource calculations done by Orvana Minerals, including a 65% increase in the measured and indicated ounces. This additional mineralization is expected to significantly increase our mine life, and there is still the possibility of increasing the mineralization and the mine life as we get into production.”
Mr. Dircksen added, “We are very confident in this analysis which was done by our Timberline team in conjunction with mine engineers at our joint venture partner, Small Mine Development. In addition to the data used to generate these new estimates, we have just completed five additional exploration core holes on the property, and the final samples from this drilling are expected to be shipped to the assay lab this week. We plan to provide a summary of our drill results from our 2009 drill program once we have received the assay results.”
More information and photos are available on the company’s web site at www.timberline-resources.com.
Timberline Resources Corporation is a diversified gold company comprised of three complementary business units: a mine in production with upcoming gold production, exploration, and drilling services. Its unique, vertically-integrated business model provides investors exposure to gold production, the “blue sky” potential of exploration, and the “picks and shovels” aspect of the mining industry. Timberline has contract core drilling subsidiaries in the western United States and Mexico and an exploration division focused on district-scale gold projects with the potential for near-term, low-cost development. The Company has formed a 50/50 joint venture with Highland Mining, LLC, an affiliate of Small Mine Development, LLC, at its Butte Highlands Gold Project and has begun development in 2009. Timberline is listed on the NYSE Amex and trades under the symbol “TLR”.
Cautionary Note to U.S. Investors – All mineral resources have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in National Instrument 43-101, commonly referred to as NI 43-101 as required by Canadian Securities Administrators. U.S. reporting requirements for disclosure of mineral properties are governed by the United States Securities and Exchange Commission (SEC) Industry Guide 7. Canadian and Guide 7 standards are substantially different. The SEC permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. SEC guidelines strictly prohibit terms that are not defined in Industry Guide 7, such as “resources,” “geologic resources,” “proven,” “probable,” “measured,” “indicated,” and “inferred,” from being included in Issuer’s reports and registration statements filed with the SEC. U.S. investors should be aware that the Company has no “reserves” as defined by Guide 7 and are cautioned not to assume that any part or all of mineral resources will ever be confirmed or converted into Guide 7 compliant “reserves.” Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute Guide 7 compliant “reserves” by SEC standards as in-place tonnage and grade without reference to unit measures.
Statements contained herein that are not based upon current or historical fact are forward-looking in nature. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties, including but not limited to the Company’s 50/50 joint venture with Highland Mining LLC, the development and production of the Company’s Butte Highlands project, and the Company’s expected operations in 2009. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “intend” and “expect” and similar expressions, as they relate to Timberline Resources Corporation, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, such factors, including risk factors, discussed in the Company’s Annual Report on Form 10-KSB for the year ended September 30, 2008. Except as required by the Federal Securities law, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements.
MENLO PARK, CA — (Marketwire) — 10/13/09 — Corcept Therapeutics Incorporated (NASDAQ: CORT), a pharmaceutical company engaged in the development of drugs for the treatment of severe metabolic and psychiatric disorders, today announced that it has entered into a definitive agreement with certain existing investors, including Longitude Capital Management, Sutter Hill Ventures and Alta Partners, and new investors including Federated Kaufmann Funds to raise approximately $18 million in gross proceeds in a private placement through the sale of shares of its common stock and warrants.
Corcept intends to use the net proceeds from the offering to fund the completion of enrollment in its Phase 3 trial of CORLUX© for Cushing’s Syndrome and the submission of its Cushing’s Syndrome NDA, as well as for general corporate purposes, including working capital.
Corcept has entered into a securities purchase agreement pursuant to which it has agreed to sell an aggregate of up to approximately 12.6 million units for $1.43 per unit. The units purchased will consist of one share of the Company’s common stock and one warrant to purchase 0.35 shares of the Company’s common stock at a per share exercise price of $1.66. Units will not be issued or certificated. The shares of common stock and the warrants are immediately separable and will be issued separately, but will be purchased together in this offering. The warrants will have a three year term. The closing of the transaction is expected to occur on or about October 16, 2009, subject to the satisfaction of specified closing conditions. Thomas Weisel Partners LLC acted as exclusive placement agent for the offering.
The shares and warrants sold in the private placement and the shares issuable upon the exercise of the related warrants have not been registered under the Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States without being registered with the Securities and Exchange Commission (“SEC”) or through an applicable exemption from SEC registration requirements. The shares and warrants were offered and sold only to accredited investors. Corcept has agreed to file a registration statement with the SEC covering the resale of the shares issued in the private placement and the shares issuable upon the exercise of the warrants.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Any offering of Corcept Therapeutics Incorporated common stock under the resale registration statement will be made only by means of a prospectus.
Statements made in this news release, other than statements of historical fact, are forward-looking statements, including, for example, statements relating to Corcept’s clinical development programs, its spending plans, including the intended use of the proceeds from the financing and for the timing of the closing of the financing. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that might cause actual results to differ materially from those expressed or implied by such statements. For example, there can be no assurances with respect to the commencement, pace of enrollment, cost, rate of spending, completion or success of clinical trials; there can be no assurance with respect to the consummation of financing activities; financial projections may not be accurate; there can be no assurances that Corcept will pursue further activities with respect to the clinical development of CORLUX. These and other risk factors are set forth in the Company’s SEC filings, all of which are available from our website (www.corcept.com) or from the SEC’s website (www.sec.gov). We disclaim any intention or duty to update any forward-looking statement made in this news release.
Oct. 13, 2009 (Business Wire) — AVANIR Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced detailed results from the confirmatory double-blind Phase III STAR trial evaluating two doses of the investigational drug Zenvia™ (dextromethorphan/quinidine) compared to placebo in the treatment of pseudobulbar affect (PBA) in patients with underlying multiple sclerosis (MS) or amyotrophic lateral sclerosis (ALS). Over the course of the 12-week study, Zenvia 30/10 mg and 20/10 mg met the primary efficacy endpoint by reducing PBA episode rates by an incremental 47.2% and 47.8% respectively, beyond placebo (p<0.0001). These results were presented today during a late-breaker poster session at the 134th Annual Meeting of the American Neurological Association in Baltimore, MD (Poster Number: WIP-24).
EFFICACY HIGHLIGHTS
- Both the Zenvia 30/10 mg and 20/10 mg groups met the primary efficacy endpoint by demonstrating a significant reduction in daily PBA episode rates relative to the placebo group
- The proportion of patients with complete remission of PBA episodes was significantly greater in both Zenvia treatment groups versus placebo
- The percent of days that were episode-free was significantly higher in the Zenvia groups versus placebo
- Zenvia 30/10 mg demonstrated statistical superiority in time to onset of clinically meaningful effect
- Both Zenvia groups demonstrated a greater proportion of patients versus placebo that achieved response thresholds of 50%, 75% and 90% improvement
- Mean reduction from baseline in CNS-LS score was significantly greater for both Zenvia treatment groups than in the placebo group
- Zenvia 30/10 mg demonstrated significantly greater mean improvement in SF-36 Mental Health Summary scores compared to placebo
- Zenvia 30/10 mg demonstrated significantly greater mean improvement in Beck Depression Inventory scores compared to placebo
In an additional analysis of the primary endpoint pre-specified in the protocol, the percentage of patients that achieved and maintained complete episode remission during the last 14 days of the study was 76% in the Zenvia 30/10 mg group, 80% in the 20/10 mg group and 61% in the placebo group (p=0.0024 and p=0.0001).
| Proportion of Patients with No PBA Episodes in Previous 14 Days at Each Study Visit |
| Study Visit |
|
|
|
Zenvia 30/10 mgN = 110 |
|
|
|
Zenvia 20/10 mgN = 107 |
|
|
|
PlaceboN = 109 |
|
|
|
p-values
30/10mg vs. placebo
20/10mg vs. placebo |
| Day 15 |
|
|
|
59% |
|
|
|
54% |
|
|
|
47% |
|
|
|
p=0.0123
p=0.1528 |
| Day 29 |
|
|
|
68% |
|
|
|
70% |
|
|
|
55% |
|
|
|
p=0.0094p=0.0015 |
| Day 57 |
|
|
|
74% |
|
|
|
77% |
|
|
|
60% |
|
|
|
p=0.0071
p=0.0021 |
| Day 84 |
|
|
|
76% |
|
|
|
80% |
|
|
|
61% |
|
|
|
p=0.0024
p=0.0001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Responder Analysis of Reduction in Daily PBA Episode Rates (ITT Population)a |
| Responder Analysis – Proportion of Patients |
|
|
|
Zenvia 30/10 mgN = 110 |
|
|
|
Zenvia 20/10 mgN = 107 |
|
|
|
PlaceboN = 109 |
| Decrease in PBA Episodes ≥ 50% |
|
|
|
78.84% |
|
|
|
76.29% |
|
|
|
61.38% |
| Decrease in PBA Episodes ≥ 75% |
|
|
|
67.30% |
|
|
|
62.88% |
|
|
|
41.58% |
| Decrease in PBA Episodes ≥ 90% |
|
|
|
50.96% |
|
|
|
51.54% |
|
|
|
32.67% |
p<0.0001 for overall treatment effect throughout the entire study. aITT = intent-to-treat population, refers to all patients randomized.
A 30% decrease from baseline in number of PBA episodes was considered to indicate the onset of a clinically meaningful effect. At day 15, the earliest time point assessed, 72% of patients in the Zenvia 30/10 mg group had experienced an onset of meaningful effect compared to 59% in the placebo group (p<0.0358). The difference between the Zenvia 20/10 mg and placebo groups showed a trend for a higher proportion in the 20/10 mg group.
“Frequent, unrelenting and unpredictable emotional outbursts may occur in progressive neurological conditions, such as ALS, MS, and dementia, or strokes and traumatic brain injuries. The results of the STAR trial indicate that the new low dose formulations of Zenvia can dramatically reduce the debilitating episodes of PBA and may one day help improve the lives of these patients,” said Benjamin Rix Brooks, MD, Director of Carolinas Neuromuscular/ALS-MDA Center and Steering Committee Member for the STAR trial.
“We were thrilled with the Zenvia clinical profile that emerged in the STAR trial,” said Randall Kaye, MD, AVANIR’s Chief Medical Officer. “The data demonstrated a profound treatment effect across multiple efficacy measures in PBA combined with an improved safety and tolerability profile relative to the previous formulation. With the STAR trial data in hand, our team is now working to expeditiously assemble and submit our full response to the FDA approvable letter with the objective of securing approval in the second half of 2010.”
ADDITIONAL EFFICACY RESULTS
An important efficacy secondary endpoint analysis was based on the change from baseline to end of study using the Center for Neurologic Studies Lability Scale (CNS-LS). The CNS-LS is a validated instrument measuring the frequency and severity of PBA, where a higher score indicates more severe PBA. Additional secondary endpoints included the Neuropsychiatric Inventory Questionnaire (NPI-Q) and the Beck Depression Inventory (BDI-II). No worsening of NPI-Q scores was demonstrated relative to placebo. Data from these secondary efficacy endpoints are summarized in the following table:
| Change in Mean Scores on Secondary Outcomes From Baseline to End of Study (ITT Population)a |
| Secondary Endpoint |
|
|
|
Zenvia 30/10 mgN = 110 |
|
|
|
Zenvia 20/10 mgN = 107 |
|
|
|
PlaceboN = 109 |
|
|
|
p-values
30/10mg vs. placebo
20/10mg vs. placebo |
| CNS – Lability Scale Score |
|
|
|
-8.17 |
|
|
|
-8.24 |
|
|
|
-5.7 |
|
|
|
p=0.0002
p=0.0113 |
| Neuropsychiatric Inventory Questionnaire – Frequency Score |
|
|
|
-1.62 |
|
|
|
-2.56 |
|
|
|
-1.33 |
|
|
|
p=n/sb
p=n/s |
| Neuropsychiatric Inventory Questionnaire – Severity Score |
|
|
|
-0.74 |
|
|
|
-1.59 |
|
|
|
-0.98 |
|
|
|
p=n/s
p=n/s |
| Beck Depression Inventory |
|
|
|
-1.59 |
|
|
|
-1.03 |
|
|
|
+0.03 |
|
|
|
p=0.0336
p=n/s |
aITT = intent-to-treat population, refers to all patients randomized. bn/s = non-statistically significant.
An additional secondary endpoint was the SF-36 Health Status Survey, a validated scale used to assess mental and physical health where a 3-point increase is considered a clinically meaningful improvement. Quality of life was improved for Zenvia 30/10 mg treated patients as indicated by improvements over placebo in the SF-36 Mental Summary Score, Social Functioning, Mental Health and Bodily Pain sub-domain scores. SF-36 data are summarized below:
| Change From Baseline to End of Study in SF-36 Health Status Scores (ITT Population)a |
| SF-36 Domain |
|
|
|
Zenvia 30/10 mgN = 110 |
|
|
|
Zenvia 20/10 mgN = 107 |
|
|
|
PlaceboN = 109 |
|
|
|
P-Values
30/10mg vs. placebo
20/10mg vs. placebo |
| SF-36 Mental Summary |
|
|
|
+4.51 |
|
|
|
+1.77 |
|
|
|
+0.28 |
|
|
|
p = 0.0193
p = n/sb |
| Vitality Scale |
|
|
|
-0.90 |
|
|
|
-5.30 |
|
|
|
-4.05 |
|
|
|
p = n/s
p = n/s |
| Social Functioning |
|
|
|
+9.34 |
|
|
|
+1.42 |
|
|
|
-3.09 |
|
|
|
p = 0.0033
p = n/s |
| Role Emotional |
|
|
|
+11.55 |
|
|
|
-1.81 |
|
|
|
+2.36 |
|
|
|
p = n/s
p = n/s |
| Mental Health Scale |
|
|
|
+5.53 |
|
|
|
+3.09 |
|
|
|
-0.28 |
|
|
|
p = 0.0028
p = n/s |
| SF-36 Physical Summary |
|
|
|
-0.76 |
|
|
|
-1.03 |
|
|
|
-1.35 |
|
|
|
p = n/s
p = n/s |
| Physical Functioning |
|
|
|
-0.90 |
|
|
|
-5.30 |
|
|
|
-4.05 |
|
|
|
p = n/s
p = n/s |
| Role Physical |
|
|
|
+3.47 |
|
|
|
-4.26 |
|
|
|
-1.75 |
|
|
|
p = n/s
p = n/s |
| Bodily Pain |
|
|
|
+4.09 |
|
|
|
+5.84 |
|
|
|
-1.13 |
|
|
|
p = 0.0740
p = 0.0678 |
| General Health |
|
|
|
-1.47 |
|
|
|
-2.95 |
|
|
|
-1.40 |
|
|
|
p = n/s
p = n/s |
aITT = intent-to-treat population, refers to all patients randomized. bn/s = non-statistically significant.
SAFETY AND TOLERABILITY RESULTS
Overall, Zenvia was generally safe and well tolerated in this study. In the STAR trial, 91.8%, 82.2% and 86.2% of patients completed the 12-week double blind phase of the study in the Zenvia 30/10 mg, Zenvia 20/10 mg and placebo groups, respectively. The most common reason for early withdrawals was due to adverse events (AEs) with 3.6%, 7.5% and 1.8% for the Zenvia 30/10 mg, Zenvia 20/10 mg and placebo groups discontinuing due to AEs, respectively. Reported AEs were generally mild to moderate in nature and the most commonly reported adverse events reported more frequently for Zenvia than placebo were dizziness (18.7%, 10.8%, 5.7%), nausea (13.1%, 7.8%, 9.4%) and diarrhea (10.3%, 13.7%, 6.6%) for Zenvia 30/10 mg, Zenvia 20/10 mg and placebo, respectively. While commonly reported, falls, headache, somnolence and fatigue were no different than placebo. The proportion of patients reporting at least one serious adverse event (SAE) was 7.3% in the Zenvia 30/10 mg group, 8.4% in the Zenvia 20/10 mg group and 9.2% in the placebo group. During the course of the study there were no clinically meaningful changes in QT interval, no reported pro-arrhythmic events, no reports of any cardiovascular SAEs and no new cardiovascular safety signals were observed. Seven deaths were reported and all occurred in patients with ALS (3 in each of the Zenvia groups and 1 in the placebo group). All deaths were associated with respiratory depression, respiratory failure, and/or progression of ALS.
STAR TRIAL DESIGN
The STAR (Safety, Tolerability and Efficacy Results of AVP-923 in PBA) trial is a confirmatory Phase III trial of Zenvia in patients with pseudobulbar affect (PBA). The randomized, multi-center, international STAR trial compares active treatment with Zenvia 30/10 mg BID and Zenvia 20/10 mg BID to placebo during a 12-week, double-blinded phase, followed by a 12-week, open-label safety extension study. At the conclusion of enrollment, AVANIR had enrolled a total of 326 patients (197 with underlying ALS and 129 with underlying MS) who exhibited signs and symptoms of PBA across 62 sites in the U.S. and Latin America. A total of 110, 107 and 109 patients were randomized to the Zenvia 30/10 mg group, the Zenvia 20/10 mg group and the placebo group, respectively. The primary efficacy analysis is based on the changes in crying/laughing episode rates recorded in patient diaries. Secondary endpoints for this clinical trial include: 1) Center for Neurologic Study-Lability Scale (CNS-LS) score; 2) Neuropsychiatric Inventory Questionnaire (NPI-Q); 3) SF-36 Health Survey; 4) Beck Depression Inventory (BDI-II); and 5) Pain Rating Scale score (MS patients only). Safety and tolerability of Zenvia are determined by reporting adverse events, physical exam, vital signs, electrocardiogram, respiratory function tests and clinical assessment of clinical laboratory variables. The STAR trial is being conducted under a Special Protocol Assessment (SPA) from the U.S. Food and Drug Administration (FDA). For more information visit www.pbatrial.com.
ABOUT PBA
Pseudobulbar affect (PBA), also known as emotional lability, is a neurologic disorder that occurs secondary to neurologic disease or brain injury causing sudden and unpredictable episodes of crying, laughing, or other emotional displays. PBA is estimated to impact approximately 2 million people in the United States with underlying neurologic conditions such as multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), Parkinson’s disease, dementias including Alzheimer’s disease, stroke, and traumatic brain injury. PBA episodes may occur when disease or injury damages the area of the brain that controls normal expression of emotion. This damage can disrupt brain signaling causing a “short circuit” and triggering involuntary PBA episodes. PBA has been shown to impair the lives of patients in both social and occupational settings. There are currently no FDA approved treatments for PBA.
ABOUT ZENVIA
Zenvia™ (dextromethorphan/quinidine) is a combination of two well-characterized compounds: the therapeutically active ingredient dextromethorphan and the enzyme inhibitor quinidine, which serves to increase the bioavailability of dextromethorphan. This first-in-class drug candidate is believed to help regulate excitatory neurotransmission in two ways: through pre-synaptic inhibition of glutamate release via sigma-1 receptor agonist activity and through postsynaptic glutamate response modulation via uncompetitive, low-affinity NMDA antagonist activity. Zenvia is being developed for the treatment of pseudobulbar affect (PBA) and has successfully completed a Phase III trial for diabetic peripheral neuropathic (DPN) pain. In October 2006, the Company received an approvable letter for Zenvia in the treatment of PBA. The Company conducted the STAR trial under a Special Protocol Assessment (SPA) agreement with the FDA with the goal of addressing safety concerns raised in the Agency’s approvable letter for Zenvia in the treatment of PBA. For more information about this trial visit http://www.pbatrial.com, and for more information about the Agency’s SPA process, see http://www.fda.gov/cder/guidance/3764fnl.htm. In addition, AVANIR has conducted a Phase III study of Zenvia in DPN pain where the primary endpoints were successfully met. Subsequently the Company released top-line results of a formal PK study that identified alternative lower-dose quinidine formulations of Zenvia for DPN pain intended to deliver similar efficacy and improved safety/tolerability versus the formulations previously tested for this indication. AVANIR is now engaged in discussions with the FDA under the SPA process regarding the design of the next Phase III study in DPN pain and overall program requirements.
ABOUT AVANIR
AVANIR Pharmaceuticals, Inc. is a biopharmaceutical company focused on acquiring, developing, and commercializing novel therapeutic products for the treatment of central nervous system disorders. AVANIR’s lead product candidate, Zenvia, is being developed for the treatment of pseudobulbar affect (PBA) and has successfully completed a Phase III trial for diabetic peripheral neuropathic (DPN) pain. AVANIR has licensed its MIF inhibitor program to Novartis International Pharmaceuticals Ltd. and has sold its anthrax monoclonal antibody program to Emergent BioSolutions. The Company’s first commercialized product, Abreva® (docosanol), is marketed in North America by GlaxoSmithKline Consumer Healthcare and is the leading over-the-counter product for the treatment of cold sores. Further information about AVANIR can be found at www.avanir.com and further information about pseudobulbar affect can be found at www.PBAinfo.org.
FORWARD LOOKING STATEMENTS
Statements in this press release that are not historical facts, including statements that are preceded by, followed by, or that include such words as “estimate,” “intend,” “anticipate,” “believe,” “plan,” “goal,” “expect,” “project,” or similar statements, are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by such statements. For example, there can be no assurance that the U.S. Food and Drug Administration (FDA) will approve Zenvia for any indication, or that the Company will meet projected timelines. Risks and uncertainties affecting the Company’s financial condition and operations also include the risks set forth in AVANIR’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and from time-to-time in other publicly available information regarding the Company. Copies of this information are available from AVANIR upon request. AVANIR disclaims any intent to update these forward-looking statements.
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BOTHELL, WA–(Marketwire – 10/12/09) – MDRNA, Inc. (NASDAQ:MRNA – News), a leading RNAi-based drug discovery and development company, today presented new in vivo data demonstrating continued progress in the advancement of the Company’s oncology program. J. Michael French, President and CEO, reported that MDRNA’s UsiRNAs, delivered by the Company’s DiLA2 platform, down-regulated a previously “non-druggable” target with subsequent reductions in tumor growth in models of liver and bladder cancer via both systemic and local delivery.
In a presentation to BioPartnering Europe in London today, Mr. French said that MDRNA has demonstrated successful delivery of a UsiRNA targeting survivin, a protein involved in mitotic progression and inhibition of apoptosis, via intravenous administration using its DiLA2 liposome formulation in two liver cancer models. Knockdown ( > 60%) of survivin mRNA in a rodent orthotopic model was noted as early as 24 hours after a second (of six) dose and this was associated with an approximate 65% decrease in tumor weight at study termination; this decrease was comparable to tumor weight reduction with Avastin� (bevacizumab)-treated mice as a positive control. A similar level of survivin mRNA knockdown was noted in subcutaneously implanted liver tumors following intravenous administration of the UsiRNA/DiLA2 liposomes.
Data from an orthotopic bladder cancer model were also presented, in which localized application (intravesical dosing) of the survivin UsiRNA to a bladder tumor was performed using a DiLA2 liposome formulation. Again, the UsiRNA was highly active in providing gene silencing, demonstrating > 90% inhibition of survivin mRNA which was dose-dependent and sustained over at least a three week period. At study termination there was also a dose-dependent decrease in bioluminescence of up to approximately 90% in UsiRNA-treated mice which is a clear indication of reduced tumor growth.
Mr. French said, “We have always maintained that our RNAi discovery engine can generate novel compounds with broad therapeutic applicability. These data are a powerful indicator of the value and strength of that drug discovery platform and represents a significant step in the advancement of our product pipeline. Moreover, we now have evidence illustrating the potential role of RNAi-based therapeutics in down-regulating typically ‘non-druggable’ targets.”
The presentation given by Mr. French is posted on the Company website (www.mdrnainc.com).
About UsiRNAs
A UsiRNA is a duplex siRNA containing at least one Unlocked Nucleobase Analog (UNA). In a UsiRNA, UNAs are non-nucleotide monomers and synthesized much like RNA in the construction of a double-stranded oligonucelotide for use as an RNAi-based therapeutic. In the case of the UsiRNA, UNA is substituted for specific nucleotides in both the guide and passenger strands. UsiRNAs are fully recognized by the cellular RNAi machinery, as demonstrated by their potent activity. MDRNA has also shown that substitution of UNA for specific RNA increases stability to nucleases, substantially reduces cytokine induction, and reduces passenger and guide strand-mediated offtarget effects. The high potency, and improved drug-like properties, associated with UsiRNAs provide the potential to greatly enhance RNAi-based therapeutics.
About the DiLA2 Delivery Platform
The DiLA2 Delivery Platform is MDRNA’s proprietary platform for creating novel liposomal delivery systems based on di-alkylated amino acids (DiLA2). The DiLA2 Platform enables MDRNA to tailor the charge, linker length, and acyl chain characteristics to improve delivery of the liposomes to target tissue of interest. In vivo studies have demonstrated effective delivery in models of metabolic disease, cancer, and other diseases. DiLA2-based liposomes are well tolerated for repeat dose, and systemic and local administration. MDRNA is also utilizing condensing peptides to form peptide-siRNA nanoparticles to further increase the delivery efficiency of its DiLA2 delivery systems. In addition, the platform is designed to permit attachment of peptides and other targeting molecules for delivery to a variety of tissues, and thus provide for a diverse therapeutic portfolio.
About MDRNA, Inc.
MDRNA is a biotechnology company focused on the development and commercialization of therapeutic products based on RNA interference (RNAi). Our goal is to improve human health through the development of RNAi-based compounds and drug delivery technologies that together provide superior therapeutic options for patients. Over the past decade, we have developed substantial capabilities in molecular biology, cellular biology, lipid chemistry, peptide chemistry, pharmacology and bioinformatics, which we are applying to a wide range of RNAi technologies and delivery approaches. These capabilities plus the in-licensing of key RNAi-related intellectual property have rapidly enabled us to become a leading RNAi-based therapeutics company with a pre-clinical pipeline in oncology. Through our capabilities, expertise and know-how, we are incorporating multiple RNAi technologies as well as peptide- and lipid-based delivery approaches into a single integrated drug discovery platform that will be the engine for our clinical pipeline as well as a versatile platform for establishing broad therapeutic partnerships with biotechnology and pharmaceutical companies. We are also investing in new technologies that we expect to lead to safer and more effective RNAi-based therapeutics while aggressively building upon our broad and extensive intellectual property estate. By combining broad expertise in siRNA science with proven delivery platforms and a strong IP position, MDRNA is well positioned as a leading RNAi-based drug discovery and development company. Additional information about MDRNA, Inc. is available at http://www.mdrnainc.com.
MDRNA Forward-Looking Statements
Statements made in this news release may be forward-looking statements 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 materially from those in forward-looking statements include, but are not limited to: (i) the ability of MDRNA to obtain additional funding; (ii) the ability of MDRNA to attract and/or maintain manufacturing, research, development and commercialization partners; (iii) the ability of MDRNA and/or a partner to successfully complete product research and development, including preclinical and clinical studies and commercialization; (iv) the ability of MDRNA and/or a partner to obtain required governmental approvals; and (v) the ability of MDRNA and/or a partner to develop and commercialize products that can compete favorably with those of competitors. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in MDRNA’s most recent periodic reports on Form 10-K and Form 10-Q that are filed with the Securities and Exchange Commission. MDRNA assumes no obligation to update and supplement forward-looking statements because of subsequent events.
HAINAN, China, Oct. 12 /PRNewswire-Asia/ — Shiner International, Inc. (Nasdaq: BEST – News; website: http://www.shinerinc.com ), a market leader in the food safe packaging and anti-counterfeiting packaging industries, today announced that the Company’s Packaging Industrial Park Project in Hainan was listed as a “Budgeted Investment Plan” by the Chinese central government and received a subsidy of 29 million RMB or approximately $4.26 million towards its construction.
“We are delighted that our project has been designated as a National Budgeted Investment Plan,” Mr. Jian Fu, Shiner’s CEO commented. “For quite some time, the Chinese domestic market has relied on the importing of high quality packaging films for high-end consumer products at great expense to Chinese manufacturers. In recent years, the central government has begun to realize the importance of domestically developed key technology products that utilize intellectual property that is developed and owned by Chinese companies such as Shiner. Recognizing that our Packaging Industrial Park Project will allow us to manufacture many of our patented products in a state of the art facility, the central government awarded us this subsidy. The funds received from the government will be used for the construction of infrastructures, improvement of capacity and recruitment of senior technical staff for the project. We believe the construction of this project, with the government’s assistance, will enable us to deliver quality products at competitive prices to new and existing customers in the domestic and international markets.”
About Shiner International, Inc.
NASDAQ listed Shiner International ( http://www.shinerinc.com ) is a U.S. corporation that has its primary operations in China. Headquartered in the city of Haikou — China’s “Hawaii” — Shiner’s products include coated packaging film, shrink-wrap film, common packaging film, anti-counterfeit laser holographic film and color-printed packaging materials. Approximately 60 percent of Shiner’s current customers are located in China, with the remainder spanning Southeast Asia, Europe, the Middle East and North America. Shiner holds 14 patents on products and production equipment, and has an additional eight patent applications pending. The Company’s coated films meat the approval of U.S. FDA requirements, as well as those required for food packaging sold in the EU. Shiner’s product manufacturing process is certified under ISO 9001:2000.
Safe Harbor Statement
All statements in this press release that are not historical are forward- looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect Shiner International, Inc.’s current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in Shiner’s filings with the Securities and Exchange Commission.
NOVATO, Calif., Oct. 12 /PRNewswire-FirstCall/ — Raptor Pharmaceutical Corp. (“Raptor” or the “Company”) (Nasdaq: RPTPD – News), announced positive findings from the completed treatment phase of its open-label Phase 2a clinical trial of delayed-release cysteamine bitartrate (“DR Cysteamine”) in adolescent patients with non-alcoholic steatohepatitis (“NASH”), a progressive form of liver disease believed to affect 2% to 5% of the U.S. population. At the completion of the initial six-month treatment phase, the study achieved the primary endpoint: mean blood levels of alanine aminotransferase (“ALT”), a common biomarker for NASH, were reduced by over 50%. Additionally, over half of the study participants had achieved normalized ALT levels by the end of the treatment phase.
There are no currently approved drug therapies for NASH, and patients are limited to lifestyle changes such as diet, exercise and weight reduction to manage the disease. DR Cysteamine represents an important potential treatment option for patients with NASH. Although NASH is most common in insulin-resistant obese adults with diabetes and abnormal serum lipid profiles, its prevalence is increasing among juveniles as obesity rates rise within this patient population. Although most patients are asymptomatic and feel healthy, NASH causes decreased liver function and can lead to cirrhosis, liver failure and end-stage liver disease.
Under a collaboration agreement between Raptor and the University of California, San Diego (“UC San Diego”), the open-label Phase 2a trial of a prototype formulation of DR Cysteamine is being conducted at UC San Diego’s General Clinical Research Center and entails six months of treatment followed by a six-month post-treatment monitoring period. Eligible patients with baseline ALT and aspartate aminotransferase (“AST”) measurements at least twice that of normal levels were enrolled to receive twice-daily, escalating oral doses of up to 1,000 mg of DR Cysteamine. The trial currently has enrolled eleven NASH patients between 11-18 years old. No major adverse events were reported during the six-month treatment phase. Trial subjects continue to be monitored during the six-month post-treatment period currently underway. Full results are being submitted for peer review by Raptor and UC San Diego, and are expected to be presented in 2010.
Joel Lavine, M.D., Ph.D., pediatric gastroenterologist at UC San Diego and principal investigator for the NASH study, stated, “We were encouraged by the results of this study. The degree of ALT and AST reductions are indicative of likely improvements in severity of fatty liver damage. The trial results are consistent with ALT and AST reductions normally seen in patients that achieve at least 10% weight loss, even though study participants did not show a significant change in body mass index. DR Cysteamine appears to be a promising candidate for NASH and we look forward to further analyzing these patients during the post-treatment phase.”
Raptor’s chief medical officer, Patrice Rioux, M.D., Ph.D., said, “These interim results have established proof-of-concept and support further clinical development of DR Cysteamine in NASH. This is an area of significant unmet need, especially with growing numbers of obese children diagnosed with the disorder. While the clinical hurdle is usually high for studies in children and adolescents, we are satisfied with the long-term safety demonstrated in this age group by the currently-marketed immediate-release cysteamine bitartrate formulation. This safety track record, coupled with our interim Phase 2a efficacy data, gives us a great sense of encouragement as we advance DR Cysteamine through the clinic.”
Under a license with UC San Diego, Raptor is developing DR Cysteamine for cystinosis, NASH and other potential therapeutic indications. Cysteamine is known to be a scavenger of reactive oxygen species and potent antioxidant, most likely through its ability to increase intracellular glutathione levels. Cysteamine has also demonstrated potential efficacy in preclinical and clinical studies in Huntington’s Disease, Batten Disease and other indications.
About Raptor Pharmaceutical Corp.
Raptor Pharmaceutical Corp. (Nasdaq: RPTPD – News; “Raptor”) is dedicated to speeding the delivery of new treatment options to patients by working to improve existing therapeutics through the application of highly specialized drug targeting platforms and formulation expertise. Raptor focuses on underserved patient populations where it can have the greatest potential impact. Raptor currently has product candidates in clinical development designed to potentially treat nephropathic cystinosis, non-alcoholic steatohepatitis (“NASH”), Huntington’s Disease (“HD”), aldehyde dehydrogenase (“ALDH2”) deficiency, and a non-opioid solution designed to potentially treat chronic pain and thrombotic disorder.
Raptor’s preclinical programs are based upon bioengineered novel drug candidates and drug-targeting platforms derived from the human receptor-associated protein (“RAP”) and related proteins that are designed to target cancer, neurodegenerative disorders and infectious diseases.
For additional information, please visit www.raptorpharma.com.
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but not limited to the following statements: Raptor’s and UC San Diego’s ability to complete the clinical trial in NASH patients, DR Cysteamine’s ability to treat NASH, ALT and AST as a biomarker to determine the efficacy of a treatment for NASH, Raptor’s ability to further develop DR Cysteamine in NASH and other indications. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results to be materially different from these forward-looking statements. Factors which may significantly change or prevent the Company’s forward looking statements from fruition include that Raptor may be unsuccessful in developing any products or acquiring products; that Raptor’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; that Raptor is unable to retain or attract key employees whose knowledge is essential to the development of its products; that unforeseen scientific difficulties develop with the Company’s process; that Raptor’s patents are not sufficient to protect essential aspects of its technology; that competitors may invent better technology; that Raptor’s products may not work as well as hoped or worse, that the Company’s products may harm recipients; and that Raptor may not be able to raise sufficient funds for development or working capital. As well, Raptor’s products may never develop into useful products and even if they do, they may not be approved for sale to the public. Raptor cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in the Company’s filings from time to time with the Securities and Exchange Commission (the “SEC”), which Raptor strongly urges you to read and consider, including the joint proxy statement/prospectus on Form S-4 filed with the SEC on August 19, 2009; Raptor’s annual report on Form 10-K filed with the SEC on March 27, 2009; Raptor’s quarterly report on Form 10-Q filed with the SEC on August 11, 2009; Raptor’s wholly-owned subsidiary’s, Raptor Pharmaceuticals Corp. (“RPC”) Registration Statement on Form S-1, as amended, that was declared effective on August 7, 2008; RPC’s annual report on Form 10-K filed with the SEC on October 30, 2008, as amended by that Form 10-K/A filed with the SEC on December 23, 2008; and RPC’s quarterly report on Form 10-Q filed with the SEC on July 15, 2009, all of which are available free of charge on the SEC’s web site at http://www.sec.gov. Subsequent written and oral forward-looking statements attributable to Raptor or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in Raptor’s reports filed with the SEC. Raptor expressly disclaims any intent or obligation to update any forward-looking statements.
Sinoenergy Corporation (Nasdaq: SNEN – News), developer and operator of retail compressed natural gas (CNG) filling stations in the People’s Republic of China and a manufacturer of CNG transport truck trailer, CNG filling station equipment and CNG fuel conversion kits for automobiles, today announced that, on October 12, 2009, the Company entered into an agreement with Skywide Capital Management Limited, pursuant to which the Company will be merged with and into Skywide. Upon the effectiveness of the merger, each issued and outstanding share of the Company’s common stock, other than shares owned by Skywide, will automatically be converted into the right to receive $1.90 per share.
Skywide, which is owned by the Company’s chairman, Mr. Tianzhou Deng, and its president, Mr. Bo Huang, is the Company’s largest shareholder, owning approximately 39.06% of the Company’s outstanding common stock.
The merger agreement provides that the consummation of the merger is subject to the approval of the holders of a majority of the Company’s outstanding common stock and customary closing conditions. As a result of the merger, the Company will cease to exist as a separate corporation, and its common stock will no longer be publicly traded.
The merger was approved by the board of directors, upon the recommendation of a special committee of the board which was comprised solely of independent directors.
Brean Murray, Carret & Co. served as financial advisor to the Company in this transaction and rendered a fairness opinion to the special committee with respect to the transaction. Arent Fox LLP acted as legal advisor to the special committee of the Company’s board. Sichenzia Ross Friedman Ference LLP acted as legal advisor to the Company. Mintz & Fraade P.C. acted as legal advisor to Skywide.
Additional Information and Where to Find It
In connection with the proposed merger, the Company will prepare a proxy statement for the shareholders of the Company to be filed with the SEC. Before making any voting decision, the Company’s shareholders are urged to read the proxy statement regarding the merger carefully in its entirety when it becomes available because it will contain important information about the proposed transaction. The Company’s shareholders and other interested parties will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov . The Company’s shareholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Sinoenergy Corporation, 1603-1604, Tower B Fortune Centre Ao City, Beiyuan Road, Chaoyang District, Beijing, People’s Republic of China 100107, Attention: Investor Relations; and +86-10-84928149, or to Georgeson Inc., the Company’s proxy solicitor, toll-free in the United States, 877-278-4751; Banks and Brokers should call 212-440-9800.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the merger. Information about the interests of the Company’s directors and officers in the transaction, which may differ from other shareholders generally, will be set forth in the proxy statement and other relevant documents regarding the merger when they are filed with the SEC.
About Sinoenergy
Sinoenergy is a developer and operator of retail CNG stations as well as a manufacturer of CNG transport truck trailers, CNG station equipment, and natural gas fuel conversion kits for automobiles, in China. In addition to its CNG related products and services, the Company designs and manufactures a wide variety of customized pressure containers for use in the petroleum and chemical industries. The Company’s website is http://www.sinoenergycorporation.com . Information on the Company’s website or any other website does not constitute a portion of this press release.
Forward-Looking Statements
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiaries. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website ( http://www.sec.gov ). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.
RENO, Nev., Oct. 8 /PRNewswire-FirstCall/ — GameTech International, Inc. (“GameTech®”) (Nasdaq: GMTC), a leading designer, developer and manufacturer of electronic bingo, gaming equipment, gaming systems, and video lottery terminals, today announced that the Montana Gambling Control Division has approved GameTech International’s latest multi-game release of new titles for the Montana Video Lottery Terminal market.
This multi-game suite includes the highly anticipated release of Gold Works, Cow Abduction and Sweet Success video keno games with state-of-the-art graphics and animation. These games are designed for maximum player interaction and a heightened entertainment experience through innovative bonus rounds, sound packages, and new and exciting game play features.
According to the Montana Gambling Control Division’s quarterly Active Machine Count Report of September 30, 2009, GameTech’s Summit Gaming branded products already hold a dominant position in the Montana market with almost double the number of gaming machines deployed in the state as the next largest gaming machine provider.
“We are very excited about getting our approvals for these new games,” said Tim Minard, Senior Vice President of Sales and Marketing for GameTech International. “We are confident that they will meet and exceed customer and player expectations in this very important market for us. These games, which really focus on the player experience, are strong examples of why we hold the market leader position in Montana and in other major VLT markets”.
GameTech International, Inc. is in the business of designing, manufacturing, and marketing computerized bingo and gaming equipment, systems, and services. Under the GameTech® product brand the company provides electronic bingo systems and equipment, and is an innovator in advanced wireless gaming applications and devices. Under the Summit Gaming (TM) product brand the Company provides video lottery terminal devices, Class III gaming machines, and related software and content. GameTech International, Inc. serves customers in 43 U.S. States, Canada, Japan, Mexico, Norway, Philippines, and the United Kingdom. The company was incorporated in 1994 and is headquartered in Reno, Nevada.
Statements in this press release that are not historical facts are intended to be forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. GameTech cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include risks associated with doing business in a regulated industry, our ability to retain customers and secure new customers, risks associated with rapid technological change, and those disclosed in documents filed by the Company with the Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. GameTech does not intend, and undertakes no obligation, to update our forward-looking statements to reflect future events or circumstances
TEL AVIV, Israel, Oct. 8, 2009 (PRNewswire-FirstCall) — Ceragon Networks Ltd. (NASDAQ and TASE: CRNT), a leading provider of high-capacity wireless backhaul solutions, today announced that it will partner with Alvarion Ltd. (NASDAQ:ALVR) as wireless backhaul equipment provider to deploy a network for Open Range Communications. The new network is planned to be the largest Rural Utilities Service (RUS) funded deployment in the United States, spanning 17 states, 546 rural communities, and reaching up to 6 million people.
Alvarion is a leading provider of WiMAX and wireless broadband solutions. The company was recently selected as the WiMAX solution provider for the Open Range best-of-breed 4G network. Alvarion is also acting as the prime system integrator of the project. Ceragon’s high-capacity platforms will be used for backhauling rich voice and multimedia content over a newly constructed wireless IP network.
“This Open Range network will bring high-speed broadband connectivity to millions of Americans,” said Tzvika Friedman, CEO of Alvarion, Ltd. “The backhaul solution plays a critical role in building such a high capacity network. Ceragon’s wireless IP backhaul solution provides a variety of benefits including high-capacity and advanced networking capabilities while allowing for simple, quick and cost-efficient deployment. Our partnership with Ceragon is another example of our strategy to enable Open WiMAX networks.”
“We are very excited to partner with Alvarion for the Open Range network deployment,” said Ira Palti, President and Chief Executive Officer of Ceragon. “Delivering broadband services to rural communities brings new forms of enterprise, new sources of wealth and new forms of social interaction to millions of new users. Our wireless backhaul solutions help operators around the world to simplify their network deployments while driving down set up and maintenance costs. We look forward to a long and fruitful partnership with Alvarion.
Open Range Communications Inc. is a U.S. broadband wireless operator. The operator’s new rural broadband access network will be built with an all-IP architecture leveraging the latest 4G technology. This solution will give millions of rural Americans the ability to enjoy wireless broadband services across the communities where they live and work.
About Ceragon Networks Ltd.
Ceragon Networks Ltd. (NASDAQ and TASE: CRNT) is a leading provider of high capacity wireless backhaul solutions that enable wireless service providers to deliver voice and premium data services, such as Internet browsing, music and video applications. Ceragon’s wireless backhaul solutions use microwave technology to transfer large amounts of network traffic between base stations and the infrastructure at the core of the mobile network. Ceragon designs solutions to provide fiber-like connectivity for circuit-switched, or SONET/SDH, networks, next generation Ethernet/Internet Protocol, or IP-based, networks, and hybrid networks that combine circuit-switched and IP-based networks. Ceragon’s solutions support all wireless access technologies, including GSM, CDMA, EV-DO and WiMAX. These solutions address wireless service providers’ need to cost-effectively build-out and scale their infrastructure to meet the increasing demands placed on their networks by growing numbers of subscribers and the increasing demand for premium data services. Ceragon also provides its solutions to businesses and public institutions that operate their own private communications networks. Ceragon’s solutions are deployed by more than 150 service providers of all sizes, as well as in hundreds of private networks, in nearly 100 countries. More information is available at http://www.ceragon.com
Ceragon Networks(R), CeraView(R), FibeAir(R), the FibeAir(R) design mark and Native2(R) are registered trademarks., and Ceragon(TM), PolyView(TM), ConfigAir(TM), CeraMon(TM), EtherAir(TM), QuickAir(TM), QuickAir Partner Program(TM), QuickAir Partner Certification Program(TM), QuickAir Partner Zone(TM), EncryptAir(TM) and Microwave Fiber(TM) are trademarks of Ceragon Networks Ltd.
This press release may contain statements concerning Ceragon’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and projections that involve a number of risks and uncertainties. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. These are important factors that could cause actual results to differ materially from forecasts and estimates. These risks and uncertainties, as well as others, are discussed in greater detail in Ceragon’s Annual Report on Form 20-F and Ceragon’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and Ceragon undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made.
About Alvarion
Alvarion (NASDAQ: ALVR) is the largest WiMAX pure-player with the most extensive WiMAX customer base and over 250 commercial deployments around the globe. Committed to growing the WiMAX market, the company offers solutions for a wide range of frequency bands supporting a variety of business cases. Through its OPEN WiMAX strategy, superior IP and OFDMA know-how, and ability to deploy end-to-end turnkey WiMAX projects, Alvarion is shaping the new wireless broadband experience (http://www.alvarion.com).
Oct. 7, 2009 (PR Newswire) — LAVAL, QC, Oct. 7 /PRNewswire-FirstCall/ – Labopharm Inc. (TSX: DDS; NASDAQ: DDSS) today announced that it has been informed by Angelini, the manufacturer of the active pharmaceutical ingredient (API) for the Company’s novel trazodone formulation, that it has received a letter from the U.S. Food and Drug Administration (FDA) stating that Angelini has appropriately addressed all deficiencies cited by the FDA following its inspection of the manufacturing facility in June and July of this year. The letter further states that Angelini’s manufacturing facility has been classified as acceptable.
Labopharm received a complete response letter from the FDA on July 17, 2009 indicating the Company’s new drug application (NDA) for its novel trazodone formulation could not be approved in its present form due to the deficiencies at the API supplier’s manufacturing facility. The letter did not raise any efficacy or safety issues.
Labopharm’s novel formulation of trazodone is currently under regulatory review in the U.S. with an action date under the Prescription Drug Users Fee Act (PDUFA) of February 11, 2010.
About Labopharm Inc.
Labopharm is an emerging leader in optimizing the performance of existing small molecule drugs using its proprietary controlled-release technologies. The Company’s lead product, a unique once-daily formulation of tramadol, is now available in 17 countries around the world, including the U.S., Canada, major European markets and Australia. The Company’s second product, a novel formulation of trazodone for the treatment of major depressive disorder, is under regulatory review in the U.S. by the FDA. The Company also has a robust pipeline of follow-on products in both pre-clinical and clinical development. Labopharm’s vision is to become an integrated, international, specialty pharmaceutical company with the capability to internally develop and commercialize its own products. For more information, please visit www.labopharm.com.
This press release contains forward-looking statements, which reflect the Company’s current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the uncertainties related to the regulatory process in various countries for the approval of the Company’s products and the successful commercialization of the products throughout the world if they are approved. Investors should consult the Company’s ongoing quarterly filings and annual reports for additional information on risks and uncertainties relating to these forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. Except as required by law, the Company undertakes no obligation and does not intend to update these forward-looking statements.
VANCOUVER, BRITISH COLUMBIA, Oct. 6, 2009 (Marketwire) — Keegan Resources Inc. (“Keegan”) (TSX:KGN)(NYSE Amex:KGN) is pleased to announce new results from its 2009 drilling program at the Esaase property in southwest Ghana. The results are from drill holes down dip from the existing resource as well as from shallow strike extension drilling to the north of the current resource targeting high grades at shallow depths. The results from the deeper drilling show multiple high grade zones including 9.3 m of 11.1 g/t Au as well as wide intercepts of significant mineralization including 21 meters of 2.04 g/t Au, and 41 m @ 1.1 g/t Au (see Table 1 below for additional results). The results of the shallow holes include seven meters of 7.96 g/t Au and five meters at 3.37 g/t Au; all at less than 100 meters depth Keegan has incorporated the down dip results into its existing model and is planning the next stage of drilling in this area. There are numerous assays still pending from ongoing drilling to the north. Please see www.keeganresources.com for drill hole location maps and cross-sections.
Table 1: Intercepts from the 2009 resource expansion-drilling program at the Esaase property. Only intercepts with grade widths of greater than 10 g/t Au x meter are shown. Intercepts with grade-widths of approximately 40 g/t Au x meter or higher are marked with (i). Distances are in drilled meters and grades reported in g/t Au.
------------------------------------- --------------------------------------
down dip extension drilling shallow north extension drilling
--------------------------- --------------------------------
------------------------------------- --------------------------------------
Hole_ID From To Width Grade Hole_ID From To Width Grade
------------------------------------- --------------------------------------
KEDD542(i) 321 342 21 2.04 KERC555 58 64 6 2.01
------------------------------------- --------------------------------------
including(i) 334 335 1 28.4 KERC556 4 14 10 1.5
------------------------------------- --------------------------------------
KEDD542(i) 369 410 41 1.1 KERC560(i) 5 10 5 2.84
------------------------------------- --------------------------------------
KEDD552 296 313 17 1.24 KERC560(i) 27 32 5 3.37
------------------------------------- --------------------------------------
KEDD552 371.9 390 18.1 1.21 including 27 28 1 11
------------------------------------- --------------------------------------
KEDD552 399 407 8 4.9 KERC560 53 59 6 2.32
------------------------------------- --------------------------------------
including 404 405 1 30.6 KERC567 74 81 7 7.96
------------------------------------- --------------------------------------
KEDD552(i) 455 464.34 9.34 11.1 including(i) 74 75 1 36.9
------------------------------------- --------------------------------------
including(i) 458 459 1 62.5 and(i) 79 80 1 12.55
------------------------------------- --------------------------------------
including(i)464.04 464.34 0.34 100
------------------------------------- --------------------------------------
President and CEO Dan McCoy states, “These new results provide additional confirmation of Keegan’s potential to add significant ounces to the deposit both at depth as well as along strike. While Keegan proceeds with it’s aggressive exploration program, the engineering and environmental team is also making excellent progress on development-oriented projects such as metallurgical and mine planning studies and comprehensive environmental and community engagement programs.”
Richard Haslinger, P. Eng. is the Qualified Person with respect to NI 43-101 at Esaase. RC samples were taken at one-meter intervals under dry drilling conditions by geologic and resource consultant Coffey Mining Inc. utilizing drilling and sampling techniques widely accepted in resource definition studies of other West African gold deposits. All reverse circulation drill samples are weighed on site. Drill core is HQ diameter and is split, logged and sampled on site. All core and RC samples are assayed using standard 50 gram fire assay with atomic absorption finish by ALS Chemex Labs in Kumasi, Ghana. QA/QC programs using internal and external standard samples, re-assays, and blanks indicate good accuracy and precision in a large majority of standards assayed. Repeatability in duplicate samples is generally within 10% variance. In instances where variance is greater than 10%, the assays from both samples are averaged. Intercepts were calculated to emphasize width rather than grade: a minimum of a 0.2 g/t cut off at beginning and end of the intercept and allowing for no more than six consecutive samples (six meters) of less than 0.2 g/t Au. Mineralization in the A structure strikes approximately 10 to 30 degrees east of north and dips 45 to 90 degrees to the west. Holes are drilled at 110 degrees azimuth and are inclined at 45 to 60 degrees, so true widths are estimated to be over 80% of the drilled widths. The techniques by which drill hole assays have been previously used in resource estimation at Esaase can be found in Keegan’s most recent 43-101 technical report on www.sedar.com.
About Keegan Resources: Keegan is a junior gold company offering investors the opportunity to share ownership in the rapid exploration and development of high quality pure gold assets. The Company is focused on its wholly owned flagship Esaase project (2.025 Moz indicated resources with an average grade of 1.5 g/t Au at a 0.6 g/t Au cutoff and 1.451 million ounces in an inferred category at an average grade of 1.6 g/t Au applying a 0.6 g/t Au cut-off for a total inferred and indicated resource of 3.476 Moz) as well as its Asumura gold project, both of which are located in Ghana, West Africa, a highly favorable and prospective jurisdiction. Managed by highly skilled and successful technical and financial professionals, Keegan is well financed with no debt. Keegan is also strongly committed to the highest standards for environmental management, social responsibility, and health and safety for its employees and neighboring communities. Keegan trades on the TSX and the NYSE AMEX under the symbol KGN. More information about Keegan is available at www.keeganresources.com.
On Behalf of the Board
Dan McCoy, Ph.D., President & CEO
Forward Looking and other Cautionary Information
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address estimated resource quantities, grades and contained metals, possible future mining, exploration and development activities, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices for metals, the conclusions of detailed feasibility and technical analyses, lower than expected grades and quantities of resources, mining rates and recovery rates and the lack of availability of necessary capital, which may not be available to the Company on terms acceptable to it or at all. The Company is subject to the specific risks inherent in the mining business as well as general economic and business conditions. For more information on the Company, Investors should review the Company’s annual Form 20-F filing with the United States Securities Commission and its home jurisdiction filings that are available at www.sedar.com.
Information Concerning Estimates of Measured, Indicated and Inferred Resources This news release also uses the terms ‘indicated resources’ and ‘inferred resources’. Keegan Resources Inc. advises investors that although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. In addition, ‘inferred resources’ have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for Preliminary Assessment as defined under 43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.
To view the maps accompanying this press release please click on the following link: http://media3.marketwire.com/docs/kgn106m1.pdf
HORSHAM, Pa., Oct. 5 /PRNewswire-FirstCall/ — Nutrisystem, Inc. (Nasdaq: NTRI), a leading provider of weight management programs and services, has aligned with Walmart to offer customers the convenience of a Nutrisystem 14-Day Starter Program for the first time in the retail channel.
Hitting shelves at the brink of the holiday rush and leading into the height of the 2010 New Year’s resolution season, the Nutrisystem 14-Day Starter Program will start rolling out nationwide at over 3,200 Walmart locations the first week of October, and will be available on Walmart.com.
“Our alliance with Walmart is an extension of our goal to consistently offer consumers a convenient, affordable and effective weight loss option,” said Will Auchincloss, Senior Vice President of Business Development at Nutrisystem. “Walmart provides us with a new and valuable distribution channel to broaden our customer base and build awareness of our product at the retail level.”
Walmart customers will find the Nutrisystem weight loss Starter Program in the pharmacy area of their local store and online at Walmart.com. The Program may be purchased through a convenient gift card system that starts with buying a card, then activating it online at nutrisystem.com/redeem or by calling 800 873-1925, to begin home delivery and start losing weight. The Nutrisystem Starter Program consists of 14 days of the Nutrisystem favorites menu, free shipping, access to 24/7 weight loss counseling, and free membership in Nutrisystem’s robust online community, for $148.00.
About Nutrisystem, Inc.
Nutrisystem, Inc. (Nasdaq: NTRI) is a leading provider of weight management products and services. Nutrisystem is sold direct to the consumer through nutrisystem.com for convenient home delivery. The company offers proven nutritionally balanced weight loss programs designed for women, men, and seniors, as well as the new clinically tested Nutrisystem D plan, formulated specifically to help people with type 2 diabetes who want to lose weight. The Nutrisystem program is based on 35 years of nutrition research and offers a variety of great tasting, satisfying high-fiber, heart healthy, good carbohydrate meals that are low on the Glycemic Index and contain zero trans fats. Nutrisystem is hundreds of dollars cheaper than other weight loss programs, based on an independent survey by National Business Research Institute (October 2008). The program has no membership fees and provides 24/7 weight management support by trained weight loss coaches and online weight management tools free of charge. In 2009 Nutrisystem was selected as the #1 overall online retailer in the Health and Beauty category and #46 out of the top 500 online retailers overall by Internet Retailer Magazine. For more information or to become a customer visit http://www.nutrisystem.com or call 1-877-681-THIN (8446).
HUNTSVILLE, AL — (Marketwire) — 10/06/09 — Avocent Corporation (NASDAQ: AVCT), a global leader in IT operations management, today announced that MindTree Limited has deployed Avocent’s suite of remote infrastructure management solutions to enable full IT operations control over IP.
With support for a variety of servers, network equipment and other data center devices, Avocent’s physical resource infrastructure management platform has allowed MindTree to successfully optimize its skilled manpower resource and business operations.
MindTree, a global IT solutions company that specializes in IT services, independent testing, infrastructure management and technical support (IMTS), knowledge services and product engineering, is today one of India’s fastest growing IT and R&D services companies. The accelerated expansion of MindTree’s IT services business created an infrastructure management challenge as the company needed to control and troubleshoot a growing footprint of more than 300 mission-critical servers and network devices.
Before the IP-enabled solution, MindTree relied on analog KVM technology to manage its assets and this required engineers to physically enter each data center to carry out management tasks. As the complexity, size and number of MindTree’s data centers increased, so did the cost of manpower and fault resolution times.
MindTree deployed Avocent’s DSR®2000 series of digital KVM switches and its DSView®3 management software as well as its CCM console manager solution to reign in management across its data center campuses. Avocent’s DSR® KVM over IP solution provided MindTree secure control of all its servers over a browser-based IP connection while DSView 3 enabled the centralized management of both physical and virtual server resources. With Avocent’s console manager, MindTree is also able to achieve out-of-band access IP-based access to serially managed devices including Unix/Linux servers, power distribution units, routers, switches, firewalls and load balancers.
“Avocent’s remote infrastructure management has drastically enhanced the efficiency and productivity of our IT team because it provides web/dial-in access to servers and network devices up to BIOS level and console access to network devices, as well as fault identification and rectification from anywhere and at any time,” said Ramesh Kumar, Associate Director of Information Systems at MindTree. “OS and application installation are now a breeze and we can access and manage our datacenter resources without being physically at the location (or site).”
“MindTree is a fast-growing global company and we are happy to provide the technology they require to be able to compete more efficiently and competitively, as they extend their footprint into the global marketplace,” said Ryan Sia, Vice President, Avocent Asia Pacific.
About MindTree Ltd. MindTree Ltd. is a global IT Solutions company specializing in IT Services, Independent Testing, Infrastructure Management and Technical Support (IMTS), Knowledge Services and Product Engineering, which comprises of R&D Services and Software Product Engineering. MindTree partners with its clients to create a transparent, value-based relationship. Our people build innovative solutions in a wide range of technology domains that enable our customers to succeed in their business goals.
MindTree was ranked 45th among the leaders in The 2009 Global Outsourcing 100 by the International Association of Outsourcing Professionals. Widely known for its focus on human capital development, MindTree has been consistently rated among the most admired employers by several industry surveys, including Great Places To Work Institute, Hewitt Associates and Mercer.
MindTree was ranked No. 1 among the Most Admired Knowledge Enterprise (MAKE) India Award winners for the second consecutive year in 2008. MindTree is the winner of the National Award for Excellence in Corporate Governance in India in 2007-08. The Company is publicly listed in India. More information is available at www.mindtree.com.
About Avocent Corporation
Avocent delivers IT operations management solutions that reduce operating costs, simplify management and increase the availability of critical IT environments 24/7 via integrated, centralized software. Additional information is available at www.avocent.com.
Forward-looking Statements
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with acquisitions and acquisition integration, risks associated with product design efforts and the introduction of new products and technologies, and risks associated with obtaining and protecting intellectual property rights. Other factors that could cause operating and financial results to differ are described in the Avocent annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009. Other risks may be detailed from time to time in reports to be filed with the SEC. Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.
Copyright © 2009, Avocent Corporation. All rights reserved. Avocent, LANDesk, and their respective logos are registered trademarks or trademarks of Avocent Corporation, its subsidiaries or its affiliated companies in the United States and/or other countries. Other brands and names may be claimed as the property of others.
TAMPA, Fla., Oct. 6, 2009 (GLOBE NEWSWIRE) — Sykes Enterprises, Incorporated (“SYKES” or the “Company”) (Nasdaq:SYKE), a global leader in providing outsourced customer contact management solutions and services in the business process outsourcing (BPO) arena, and ICT Group, Inc. (“ICTG”) (Nasdaq:ICTG), a leading global provider of customer management and business process outsourcing (BPO) solutions, announced today that they have entered into a definitive merger agreement under which SYKES agrees to acquire ICTG. SYKES will pay $15.38 for each share of ICTG common stock on a fully diluted basis, for a total purchase price of approximately $263 million. Under the terms of the agreement, each issued and outstanding share of ICTG will be converted into $7.69 in cash and SYKES stock with a value of $7.69, subject to a collar mechanism. The purchase price of $15.38 per share represents a premium of approximately 46% over the closing price of ICTG stock on October 5, 2009. The cash portion of the purchase price is anticipated to be funded through committed credit facilities. The Board of Directors of SYKES and ICTG have each approved the transaction, which is subject to the approval of the ICTG shareholders. John J. Brennan, Donald Brennan and Eileen Brennan Oakley have entered into an agreement with Sykes and ICTG under which they have agreed to vote shares controlled by them, representing approximately 39% of ICTG’s outstanding shares, in favor of the transaction. The transaction is expected to close around the end of 2009, subject to the satisfaction of customary closing conditions, including Hart- Scott-Rodino clearance.
SYKES expects to realize synergies of up to $20 million annually. Giving consideration to realizing a portion of the anticipated synergies in 2010, the acquisition is expected to be neutral to SYKES’ earnings per diluted share in 2010. On an adjusted basis, which excludes expenses related to the amortization of acquisition-related intangible assets, while including the expected synergies, this acquisition is expected to be earnings per diluted share accretive in 2010.
Strategic Benefits of the Transaction The business opportunities are significant as this transaction:
* Creates a combined company with more than $1.2 billion in
revenues, while greatly expanding the portfolio of clients
with minimal client overlap;
* Leverages global scale to pursue client acquisition
opportunities that are larger and more complex in scope;
* Broadens the vertical reach;
* Strengthens the domestic delivery footprint;
* Expands global delivery footprint to 23 countries;
* Builds deeper expertise within the financial services and
telecom verticals, the two largest market segments in the
customer contact management industry;
* Increases the opportunity for sustainable long-term revenue
growth and operating margin expansion by leveraging of
general and administrative expenses over a larger revenue
base; and
* Further diversifies risk while sustaining an already-strong
financial position.
“A highly regarded player with over two decades in the customer contact management industry, ICTG has built a solid business platform around its portfolio of services across various verticals targeted toward Fortune 500 clients,” said Chuck Sykes, President and Chief Executive Officer of Sykes Enterprises, Inc. “As clients across the industry move increasingly toward outsourcing more processes to fewer vendors, the breadth and depth of service offerings along with a strong delivery footprint are likely to become a driving force in the industry. Against that backdrop, and coupled with the embedded opportunities, the strategic rationale for this transaction is extremely compelling, making it a win-win for our combined clients, employees and shareholders. For our combined clients, the acquisition offers the reach of our global delivery footprint through the addition of new delivery geographies and markets, along with deeper expertise in key verticals. For our employees, given our shared vision and mission, the acquisition allows us to capitalize on each other’s best practices by leveraging the global resources of the combined organization across all functional areas. And for our shareholders, we significantly strengthen our competitive position, sustain our strong balance sheet and drive toward the goal of sustained long-term operating margin expansion as we are able to better leverage our general and administrative expenses across a larger base of revenues. Moreover, with minimal client overlap and lower client concentration resulting from a larger overall client base, we believe that some of the key integration hurdles inherent in shareholders realizing value creation have been somewhat mitigated. Altogether, this transaction represents a significant milestone for all SYKES stakeholders, and we are delighted to add ICTG’s customers and employees to our organization.”
“This transaction gives the combined companies the scale and size needed to effectively compete on a global basis. We have very little client overlap in the vertical markets that we currently serve and will be able to greatly broaden our reach through this transaction. Upon completion of merger, we will have the resources and footprint to address the increasingly complex needs of our Fortune 500 client base,” commented John J. Brennan, Chairman, Chief Executive Officer and President of ICT Group Inc. “At ICTG, we have spent the last 18 months transforming our organization and positioning the Company for profitable growth. We believe this combination will accelerate the opportunity for our shareholders to realize the value that we have created.”
For the six months ended June 30, 2009, ICTG’s revenues were $194.4 million. ICTG ended the second quarter of 2009 with $42.3 million in cash and cash equivalents on its balance sheet. Mr. Brennan has agreed to remain with SYKES for a transition period to assist with the integration of the two businesses.
Mr. Chuck Sykes commented further, “We have been extremely disciplined about our acquisition strategy, avoiding the mergers and acquisitions frenzy at the peak of the last market cycle. Our focus has been on optimizing our business while seeking the right acquisition that would be highly complimentary to our core business. The ICTG transaction represents the fruits of that discipline and is consistent with our focus on driving long-term shareholder value.”
Transaction Terms
Under the terms of the agreement, each issued and outstanding share of ICTG will be converted into $7.69 in cash and SYKES stock with a value of $7.69, subject to a collar mechanism. If SYKES’ volume weighted average stock price for a 10 trading-day period ending on the third trading day before the effective date of the merger is between $19.3306 and $22.4652, the fraction of a share of SYKES common stock to be delivered with the $7.69 in cash for each ICTG share (the “exchange rate”) will be adjusted to deliver SYKES stock valued at $7.69 per ICTG share. If SYKES’ average stock price is at or above $22.4652, the exchange rate will be 0.3423 SYKES share per ICTG share. If SYKES’ average stock price is at or below $19.3306, the exchange rate will be 0.3978 SYKES share per ICTG share. Each outstanding ICTG restricted stock unit will become fully vested at closing and the holder will receive a cash payment of $15.38. Each outstanding ICTG stock option will become fully vested at closing and the holder will receive a cash payment based upon the difference between the exercise price for the stock option and $15.38.
SYKES Third-Quarter 2009 Business Outlook Update
Excluding costs associated with the ICTG acquisition and on a stand-alone basis, SYKES expects to exceed the top-end of its previously discussed third-quarter 2009 earnings per diluted share outlook range of $0.31 to $0.34.
Advisors
Credit Suisse Securities (USA) LLC served as a sole financial advisor to SYKES on the transaction, while Greenhill & Company served as a sole financial adviser to ICTG. Shumaker, Loop & Kendrick, LLP served as SYKES’ legal advisor, while Morgan, Lewis & Bockius LLP served as ICTG’s legal advisor.
Conference Call
SYKES and ICTG will hold a conference call to discuss the acquisition at 10:00 a.m. EDT on Tuesday, October 6, 2009. The conference call will be carried live on the Internet at: http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=119541&eventID=2469191. Or, interested parties can dial in domestically at 888-396-2384 or internationally at 617-847-8711. For both dial-in numbers, the participant pass code is 45834648. Investors can also access the webcast portion of the conference call through the “Investors” section of ICTG’s website at www.ictgroup.com
Non-GAAP Financial Measure
Adjusted earnings per diluted share is an important indicator of performance as this non-GAAP financial measure assists readers in further understanding the Company’s results of operations and trends from period-to-period exclusive of certain acquisition-related items. Adjusted earnings per diluted share, however, is a supplemental measure of performance that is not required by, or presented in accordance with, U.S. Generally Accepted Accounting Principles (GAAP).
About ICT Group, Inc.
ICT GROUP, headquartered in Newtown, Pa., is a leading global provider of customer management and business process outsourcing solutions. The Company provides a comprehensive mix of customer care/retention, up-selling/cross-selling, technical support and database marketing as well as e-mail management, data entry, collections, claims processing and document management services, using its global network of onshore, near-shore and offshore operations. ICT GROUP also provides interactive voice response (IVR) and advanced speech recognition solutions as well as hosted Customer Relationship Management (CRM) technologies, available for use by clients at their own in-house facility or on a co-sourced basis in conjunction with the Company’s fully integrated contact center operations. To learn more about ICT GROUP, visit the Company’s website: www.ictgroup.com
About Sykes Enterprises, Incorporated
SYKES is a global leader in providing customer contact management solutions and services in the business process outsourcing (BPO) arena. SYKES provides an array of sophisticated customer contact management solutions to Fortune 1000 companies around the world, primarily in the communications, financial services, healthcare, technology and transportation and leisure industries. SYKES specializes in providing flexible, high quality customer support outsourcing solutions with an emphasis on inbound technical support and customer service. Headquartered in Tampa, Florida, with customer contact management centers throughout the world, SYKES provides its services through multiple communication channels encompassing phone, e-mail, web and chat. Utilizing its integrated onshore/offshore global delivery model, SYKES serves its clients through two geographic operating segments: the Americas (United States, Canada, Latin America, India and the Asia Pacific Rim) and EMEA (Europe, Middle East and Africa). SYKES also provides various enterprise support services in the Americas and fulfillment services in EMEA, which include multi-lingual sales order processing, payment processing, inventory control, product delivery and product returns handling. For additional information please visit www.sykes.com.
Forward-Looking Statements
This press release may contain “forward-looking statements,” including SYKES’ estimates of future business outlook, prospects or financial results, statements regarding SYKES’ objectives, expectations, intentions, beliefs or strategies, or statements containing words such as “believe,” “estimate,” “project,” “expect,” “intend,” “may,” “anticipate,” “plans,” “seeks,” or similar expressions. It is important to note that SYKES’ actual results could differ materially from those in such forward-looking statements, and undue reliance should not be placed on such statements. Among the important factors that could cause such actual results to differ materially are (i) the impact of economic recessions in the U.S. and other parts of the world, (ii) fluctuations in global business conditions and the global economy, (iii) SYKES’ ability to continue the growth of its support service revenues through additional technical and customer contact centers, (iv) currency fluctuations, (v) the timing of significant orders for SYKES’ products and services, (vi) loss or addition of significant clients, (vii) the early termination of contracts by clients, (viii) SYKES’ ability to recognize deferred revenue through delivery of products or satisfactory performance of services, (ix) construction delays of new or expansion of existing customer support centers, (x) difficulties or delays in implementing SYKES’ bundled service offerings, (xi) failure to achieve sales, marketing and other objectives, (xii) variations in the terms and the elements of services offered under SYKES’ standardized contract including those for future bundled service offerings, (xiii) changes in applicable accounting principles or interpretations of such principles, (xiv) delays in the Company’s ability to develop new products and services and market acceptance of new products and services, (xv) rapid technological change, (xvi) political and country-specific risks inherent in conducting business abroad, (xvii) SYKES’ ability to attract and retain key management personnel, (xviii) SYKES’ ability to further penetrate into vertically integrated markets, (xix) SYKES’ ability to expand its global presence through strategic alliances and selective acquisitions, (xx) SYKES’ ability to continue to establish a competitive advantage through sophisticated technological capabilities, (xxi) the ultimate outcome of any lawsuits or penalties (regulatory or otherwise), (xxii) SYKES’ dependence on trends toward outsourcing, (xxiii) risk of interruption of technical and customer contact management center operations due to such factors as fire, earthquakes, inclement weather and other disasters, power failures, telecommunications failures, unauthorized intrusions, computer viruses and other emergencies, (xxiv) the existence of substantial competition, (xxv) the ability to obtain and maintain grants and other incentives, including tax holidays or otherwise, (xxvi) regulatory proceedings that affect the ability to complete the ICTG acquisition as contemplated, (xxvii) the potential of cost savings/synergies associated with the acquisition not being realized, or will not be realized within the anticipated time period, (xxviii) the potential loss of key clients related to the acquisition, (xxix) risks related to the integration of the acquisition, (xxx) the possibility that the acquisition does not close, including but not limited to, due to the failure to satisfy the closing conditions, and (xxxi) other risk factors listed from time to time in SYKES’ registration statements and reports as filed with the Securities and Exchange Commission. All forward-looking statements included in this press release are made as of the date hereof, and SYKES undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information
In connection with the proposed merger, SYKES will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of ICTG that also constitutes a prospectus of SYKES. ICTG will mail the proxy statement/prospectus to its shareholders. SYKES and ICTG urge investors and security holders to read the proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the Securities and Exchange Commission regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents free from Sykes at http://investor.sykes.com/phoenix.zhtml?c=119541&p=irol-sec, or by contacting SYKES’ Investor Relations Department at 1-813-233-7143, or by contacting MBS Value Partners at 1-212-750-5800. You may also obtain these documents, free of charge from ICTG at www.ictgroup.com.
SYKES, ICTG and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from ICTG shareholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the ICTG shareholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about SYKES’ executive officers and directors in the proxy statement for SYKES’s 2009 annual meeting of shareholders, filed with the SEC on April 15, 2009. You can find information about ICTG’s executive officers and directors in the proxy statement for ICTG’s 2009 annual meeting of shareholders, filed with the SEC on April 29, 2009. Free copies of these documents may be obtained from SYKES and ICTG as described above.