Companies news of 2009-11-04 (page 12)
BioCryst's Partner Shionogi Files for Peramivir Regulatory Approval in Japan
Radian Reports Third Quarter Financial Results- Pays fewer than expected claims; lowers...
LoJack Corporation Reports Third Quarter 2009 Results- Domestic Business Continues to...
AEterna Zentaris to Announce Third Quarter 2009 Financial and Operating Results on...
Third Quarter Financial Results for Boralex Power Income Fund
Gasco Energy Invites You to Join Its Third Quarter 2009 Results Conference Call
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Bridgepoint Education Reports Third Quarter 2009 Results79.7% year-over-year enrollment...
TRW Reports Third Quarter 2009 Financial Results
Webcast Alert: Global Industries, Ltd. Schedules Press Release and Conference Call on...
Holly Corporation Third Quarter 2009 Earnings Release and Conference Webcast
Crown Crafts, Inc. to Announce Results for Second Quarter of Fiscal Year 2010
China Green Agriculture, Inc. Launches Three New Fertilizer Products
Mindray Medical CFO, Ronald Ede, to Participate as a Panelist at the Financial Times'...
PolyOne Announces Third Quarter 2009 Results- Earnings per share improves to $0.53; $0.14...
Ferrellgas Announces Closing of Three Year Credit Facility
Deer Consumer Products, Inc. to Report 3rd Quarter Financial Results on November 5, 2009,...
/C O R R E C T I O N -- G. Willi-Food International Ltd/
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Interstate Hotels & Resorts Reports Third-Quarter 2009 Results
Teltronics, Inc. Collaborates With REACT Systems, Inc. to Provide a Complete Mass...
Calumet Specialty Products Partners, L.P. Reports Third Quarter 2009 Results
Filtrona Porous Technologies met au point un produit novateur grâce ŕ la synergie des...
L&L International Holdings Names Dennis Bracy, Leading Energy Strategist, to the Board
Tyco Electronics Reports Fiscal Fourth Quarter ResultsFiscal Fourth Quarter Results - Net...
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Huntsman Releases 2009 Third Quarter ResultsSTRONG ADJUSTED EBITDA RESULTS PRIMARILY FROM...
Amerigon Climate Control Seat(R) (CCS(R)) System Selected as Option for Redesigned 2010...
Vanguard Natural Resources Reports Third Quarter 2009 Results~ Adjusted EBITDA rose 13%...
BioCryst's Partner Shionogi Files for Peramivir Regulatory Approval in Japan
BIRMINGHAM, Ala., Nov. 4 /PRNewswire-FirstCall/ -- BioCryst Pharmaceuticals, Inc. today announced that its partner, Shionogi & Co., Ltd. has filed a New Drug Application (NDA) in Japan to seek regulatory approval for intravenous (i.v.) peramivir to treat patients with influenza. As a consequence of this filing, BioCryst will receive a regulatory milestone payment of $7 million under its agreement with Shionogi.
"We congratulate Shionogi on this accomplishment and the great effort its team made to swiftly prepare the filing. This is the first application for marketing approval of peramivir in any country and it is a significant landmark for BioCryst," said Jon P. Stonehouse, President and Chief Executive Officer of BioCryst. "BioCryst continues to work with U.S. agencies, other governments and our partners to provide i.v. peramivir as a treatment option for hospitalized patients with influenza during the ongoing pandemic, and to complete the development of peramivir through the traditional regulatory pathway."
About peramivir
Peramivir is a potent, intravenously administered anti-viral agent that rapidly delivers high plasma concentrations to the sites of infection. Discovered by BioCryst, peramivir inhibits the interactions of influenza neuraminidase, an enzyme which is critical to the spread of influenza within a host. In laboratory tests, peramivir has shown activity against pandemic H1N1 swine flu origin viral strains. Peramivir has been studied in patients with complicated and uncomplicated influenza. On October 23, 2009, BioCryst announced that the U.S. Food and Drug Administration (FDA) issued an emergency use authorization (EUA) for i.v. peramivir in certain adult and pediatric patients with confirmed or suspected 2009 H1N1 influenza infection who are admitted to a hospital. Additional information regarding the peramivir EUA is available on the web at: http://www.cdc.gov/h1n1flu/eua/.
About Influenza
According to the CDC, on average in the U.S., approximately 200,000 people are hospitalized from flu complications and 36,000 people die from flu-related causes each year. Influenza (the flu) is a contagious respiratory illness caused by influenza viruses.
More information is available at:
http://www.cdc.gov/flu/
http://www.hhs.gov/pandemicflu/plan/pdf/HHSPandemicInfluenzaPlan.pdf
About the Shionogi & Co., Ltd. Partnership
In February 2007, BioCryst and Shionogi & Co., Ltd. entered into an exclusive license agreement under which Shionogi obtained rights to develop and commercialize peramivir in Japan for the treatment of seasonal and potentially life-threatening influenza. In 2008, Shionogi's rights were extended to include Taiwan. Under the terms of the agreement, BioCryst may receive future regulatory and commercial event milestone payments up to $102 million, as well as double digit royalty payments on product sales of peramivir. BioCryst retains its rights to commercialize peramivir in countries outside of Japan, Taiwan and South Korea.
About BioCryst
BioCryst Pharmaceuticals designs, optimizes and develops novel small-molecule pharmaceuticals that block key enzymes involved in infectious diseases, cancer and inflammatory diseases. BioCryst has progressed two novel compounds into late-stage pivotal clinical trials; peramivir, an anti-viral for influenza, and forodesine, a purine nucleoside phosphorylase (PNP) inhibitor for cutaneous T-cell lymphoma (CTCL). Utilizing crystallography and structure-based drug design, BioCryst continues to discover additional compounds and to progress others through pre-clinical and early development to address the unmet medical needs of patients and physicians. The Company's strategic alliances with the U.S. Department of Health and Human Services, Shionogi & Co., Ltd., Green Cross Corporation and Mundipharma International Holdings Limited validate its scientific foundation and the utility of its product candidates. For more information, please visit the Company's Web site at http://www.biocryst.com/.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding future results, performance or achievements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Some of the factors that could affect the forward-looking statements contained herein include: that the U.S. government and ex-U.S. governments may choose not to issue a request for peramivir to treat influenza or such requests, if any, may not result in an order or such order, if any, may not be profitable for BioCryst; that to the extent peramivir is used as a treatment for H1N1 flu (or other strains of flu), there can be no assurance that it will prove effective; that HHS may further condition, reduce or eliminate future funding of the peramivir program; that ongoing peramivir clinical trials or our peramivir program in general may not be successful; that BioCryst or its licensees may not commence as expected additional human clinical trials with our product candidates; that our product candidates may not receive required regulatory clearances from the FDA; that ongoing and future pre-clinical and clinical development may not have positive results; that we or our licensees may not be able to continue future development of our current and future development programs; that our development programs and partnerships may never result in future product, license or royalty payments being received by BioCryst; that BioCryst may not be able to retain its current pharmaceutical and biotechnology partners for further development of its product candidates or it may not reach favorable agreements with potential pharmaceutical and biotechnology partners for further development of its product candidates; that our actual cash burn rate may not be consistent with our expectations; that BioCryst may not have sufficient cash to continue funding the development, manufacturing, marketing or distribution of its products and that additional funding, if necessary, may not be available at all or on terms acceptable to BioCryst. Please refer to the documents BioCryst files periodically with the Securities and Exchange Commission, specifically BioCryst's most recent Annual Report on Form 10-K, most recent Registration Statement on Form S-3 (filed November 28, 2008), Quarterly Reports on Form 10-Q, and current reports on Form 8-K, all of which identify important factors that could cause the actual results to differ materially from those contained in our projections and forward-looking statements.
BCRXW
BioCryst Pharmaceuticals, Inc.
CONTACT: Robert Bennett, BioCryst Pharmaceuticals, +1-919-859-7910
Web Site: http://www.biocryst.com/
Radian Reports Third Quarter Financial Results- Pays fewer than expected claims; lowers 2009 claims guidance - - Risk-to-capital ratio of 16.1:1 -
PHILADELPHIA, Nov. 4 /PRNewswire-FirstCall/ -- Radian Group Inc. today reported a net loss for the quarter ended September 30, 2009, of $70.5 million, or $0.86 per diluted share. This compares to net income of $36.7 million, or $0.46 per diluted share, for the prior-year quarter. Book value per share at September 30, 2009, was $25.91.
"There were several positive trends in the quarter, despite the economic challenges our industry continues to face. We are encouraged by Radian's lower-than-expected claims activity again this quarter, and the consistently high-quality, lower-risk mortgage insurance business we added to our book," said Chief Executive Officer S. A. Ibrahim.
Ibrahim added, "Our risk to capital ratio increased slightly from the second quarter to 16.1 to 1, which we believe will allow Radian to comfortably write new, high-quality mortgage insurance business into 2010. We are actively working on strategies to continue writing new business well into the future."
THIRD QUARTER HIGHLIGHTS
-- Radian Guaranty Inc.'s risk-to-capital ratio was 16.1:1 at September
30, 2009, compared to a ratio of 15.9:1 at June 30, 2009. The company
expects to have sufficient capital to write high-quality mortgage
insurance business into 2010.
-- The mortgage insurance provision for losses of $376.5 million reflects
higher delinquency counts and the continued aging of delinquencies.
Radian expects delinquencies to continue to rise during the fourth
quarter.
-- Mortgage insurance paid claims were $243.2 million, which again were
lower than the company's forecast, and consisted of $210.1 million of
first liens and $33.1 million of second liens. Net claims paid
reported of $135.5 million is net of proceeds received from captive
terminations of $107.7 million. In the fourth quarter, total first-
and second-lien claims paid are expected to be approximately $290
million. For the full-year 2009, Radian has reduced its claims-paid
expectations from the $1.1 billion range, to a current estimate of
$940 million, which includes $87 million of second-lien termination
payments.
-- New mortgage insurance written (NIW) of $3.4 billion in the quarter
continued to consist of loans with excellent risk characteristics,
including 99.9 percent prime credit quality and 74.6 percent with FICO
scores of 740 or above. Market share for the quarter was consistent
with levels during the second half of 2008 and the first half of 2009.
Separately, approximately $300 million of insurance in the quarter is
included in the Home Affordable Refinance Program (HARP); these loans
are treated as a modification of existing coverage, therefore HARP
volume is not included in Radian's NIW total.
-- The company sold a non-core subsidiary at its approximate book value,
and received $19 million in cash for the sale. Radian also
repurchased nearly $58 million of its 2011 debt at an average price of
approximately $0.79 on the dollar, further contributing to its
liquidity position. Radian had $380 million in cash immediately
available at September 30, 2009.
-- Radian Asset Assurance Inc., the company's principal financial
guaranty subsidiary, continues to serve as an important source of
capital support for Radian Guaranty, the company's mortgage insurance
subsidiary, and is expected to continue to provide Radian Guaranty
with cash infusions over time.
-- As of September 30, 2009, Radian Asset had approximately $935
million in statutory surplus with an additional $1.6 billion in
total claims-paying resources.
RECENT EVENTS
-- The company fully satisfied its 2009 tax obligation to Radian Guaranty
through the transfer of its equity interest in Sherman Financial Group
LLC to Radian Guaranty. As previously announced, this obligation of
approximately $98 million was required under Radian Group's
tax-sharing agreement with its subsidiaries.
-- Radian Asset has experienced continued deterioration in its Trust
Preferred Securities (TruPs) CDO portfolio, including the default of
one TruPs CDO that is expected to require a statutory loss reserve in
the fourth quarter.
-- Radian Asset received approval to release approximately $143 million
in contingency reserves in its financial guaranty portfolio, which
will also strengthen Radian Guaranty's statutory capital position.
The reserve release was based on a reduction in the company's net par
outstanding, resulting from the maturing of exposures and other
terminations of coverage.
CONFERENCE CALL
Radian will discuss each of these items in its conference call today, Wednesday, November 4, 2009, at 10:00 a.m. Eastern time. The conference call will be broadcast live over the Internet at http://www.ir.radian.biz/phoenix.zhtml?c=112301&p=irol-audioarchives or at http://www.radian.biz/. The call may be accessed by dialing 877-777-1967 inside the U.S., or 612-332-0335 for international callers, using passcode 119984 or by referencing Radian.
A replay of the webcast will be available on the Radian website approximately two hours after the live broadcast ends for a period of one year. A replay of the conference call will be available two and a half hours after the call ends for one week, using the following dial-in numbers and passcode: 800-475-6701 inside the U.S., or 320-365-3844 for international callers, passcode 119984.
In addition to the information provided in the company's earnings news release, other statistical and financial information, which is expected to be referred to during the conference call, will be available on Radian's Web site under Investors >Quarterly Results, or by clicking on http://www.ir.radian.biz/phoenix.zhtml?c=112301&p=irol-earnings.
About Radian
Radian Group Inc. , headquartered in Philadelphia, provides private mortgage insurance and related risk mitigation products and services to mortgage lenders nationwide through its principal operating subsidiary, Radian Guaranty Inc. These services help promote and preserve homeownership opportunities for homebuyers, while protecting lenders from default-related losses on residential first mortgages and facilitating the sale of low-downpayment mortgages in the secondary market. Additional information may be found at http://www.radian.biz/.
Financial Results and Supplemental Information Contents (Unaudited)
For trend information on all schedules, refer to Radian's quarterly financial statistics at http://www.radian.biz/investors/financial/corporate.aspx.
Exhibit A: Condensed Consolidated Statements of Income
Exhibit B: Condensed Consolidated Balance Sheets
Exhibit C: Segment Information Quarter Ended September 30, 2009
Exhibit D: Segment Information Quarter Ended September 30, 2008
Exhibit E: Segment Information Nine Months Ended September 30, 2009
Exhibit F: Segment Information Nine Months Ended September 30, 2008
Exhibit G: Financial Guaranty Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Exhibit H: Financial Guaranty Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Exhibit I: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
New Insurance Written and Risk Written
Exhibit J: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Insurance in Force and Risk in Force
Exhibit K: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Risk in Force by LTV and Policy Year and other Risk in Force
Exhibit L: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Claims and Reserves
Exhibit M: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Default Statistics
Exhibit N: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Net Premiums Written and Earned, Smart Home, Captives and
Persistency
Exhibit O: Mortgage Insurance Supplemental Information -
For the Quarter Ended and as of September 30, 2009
Reinsurance Progression Toward Attachment - Summary by
Book Year
Exhibit P: Mortgage Insurance Supplemental Information -
For the Quarter Ended and as of September 30, 2009
Modified Pool Risk in Force
Exhibit Q: Mortgage Insurance Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Alt-A Risk in Force
Exhibit R: Financial Services Supplemental Information -
For the Quarter and Nine Months Ended and as of September
30, 2009
Radian Group Inc. and Subsidiaries
Condensed Consolidated Statements of Income
Exhibit A
Quarter Ended Nine Months Ended
September 30 September 30
------------------ -------------------
2009 2008 2009 2008
---- ---- ---- ----
(In thousands, except
per-share data)
Revenues:
Net premiums written
- insurance $(38,060)(1) $202,451 $280,597(1) $669,402
======== ======== ======== ========
Net premiums earned
- insurance $209,487 $249,718 $614,331 $740,776
Net investment
income 54,032 65,215 163,566 196,322
Change in fair
value of derivative
instruments (30,857) 164,757 (42,955) 928,792
Net gains (losses)
on other financial
instruments 96,508 (48,602) 175,962 (74,642)
Total other-than-
temporary
impairment losses (3) (15,135) (873) (52,230)
Losses recognized in
other comprehensive
loss - - - -
--- --- --- ---
Net impairment
losses recognized
in earnings (3) (15,135) (873) (52,230)
Other income 2,467 2,756 10,487 9,591
----- ----- ------ -----
Total revenues 331,634 418,709 920,518 1,748,609
------- ------- ------- ---------
Expenses:
Provision for
losses 404,904 544,915 864,408 1,586,505
Provision for
premium deficiency (31,569) (252,170)(2) (77,569) 135,727(2)
Policy acquisition
costs 14,193 20,770 54,114 120,628(3)
Other operating
expenses 54,034 80,781 161,271 199,771
Interest expense 11,296 13,852 35,890 40,177
------ ------ ------ ------
Total expenses 452,858 408,148 1,038,114 2,082,808
------- ------- --------- ---------
Equity in net income
of affiliates 7,946 15,798 23,608 44,028
----- ------ ------ ------
Pretax (loss)
income (113,278) 26,359 (93,988) (290,171)
Income tax benefit (42,828) (10,340) (37,976) (129,984)
------- ------- ------- --------
Net (loss) income $(70,450) $36,699 $(56,012) $(160,187)
======== ======= ======== =========
Diluted net
(loss) income
per share (4) $(0.86) $0.46 $(0.69) $(2.01)
====== ===== ====== ======
(1) Includes the reversal of $185.6 million of premiums written related
to the Ambac commutation in our Financial Guaranty segment.
(2) Includes $(271.8) million for first-lien and $19.6 million for
second-lien in the third quarter of 2008, and $150.1 million for
first-lien and $(14.4) million for second-lien for the nine months
of 2008.
(3) Includes the acceleration of $50.8 million of deferred policy
acquisition cost amortization in the nine months ended September 30,
2008, as a result of the establishment of a first-lien premium
deficiency reserve in the second quarter of 2008.
(4) Weighted average shares outstanding (In thousands)
Average common
shares
outstanding 81,749 79,960 81,761 79,603
Increase in
shares-potential
exercise of
options-diluted
basis - 511 - -
--- --- --- ---
Weighted average
shares outstanding 81,749 80,471 81,761 79,603
====== ====== ====== ======
For Trend Information, refer to our Quarterly Financial Statistics on
Radian's (RDN) website.
Radian Group Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
Exhibit B
(In thousands, except September 30 December 31 September 30
per-share data) 2009 2008 2008
---- ---- ----
Assets:
Cash and investments $6,466,527 $6,060,601 $6,330,214
Investments in affiliates 112,034 99,712 87,256
Deferred policy
acquisition costs 158,813 160,526 178,581
Prepaid federal income taxes - 248,828 248,828
Derivative assets 153,136 179,515 171,116
Deferred income taxes, net 351,575 446,102 268,808
Reinsurance recoverables 597,067 492,359 310,984
Other assets 525,260 428,476 450,449
------- ------- -------
Total assets $8,364,412 $8,116,119 $8,046,236
========== ========== ==========
Liabilities and
stockholders' equity:
Unearned premiums $872,375 $916,724 $1,000,725
Reserve for losses and loss
adjustment expenses 3,512,999 3,224,542 2,680,381
Reserve for premium deficiency 9,291 86,861 331,373
Long-term debt and other
borrowings 698,703 857,802 908,282
Variable interest entity debt 328,986 160,035 127,624
Derivative liabilities 394,386 519,260 343,296
Other liabilities 406,802 320,185 322,229
------- ------- -------
Total liabilities 6,223,542 6,085,409 5,713,910
--------- --------- ---------
Common stock 100 98 98
Additional paid-in capital 477,503 462,647 453,836
Retained earnings 1,694,219 1,766,946 2,017,542
Accumulated other
comprehensive income (30,952) (198,981) (139,150)
------- -------- --------
Total common
stockholders' equity 2,140,870 2,030,710 2,332,326
--------- --------- ---------
Total liabilities and
stockholders' equity $8,364,412 $8,116,119 $8,046,236
========== ========== ==========
Book value per share $25.91 $25.06 $28.90
Radian Group Inc. and Subsidiaries
Segment Information
Quarter Ended September 30, 2009
Exhibit C
Mortgage Financial Financial
(In thousands) Insurance Guaranty Services Total
---------------- ----------- ---------- ---------- -------
Revenues:
Net premiums
written -insurance $149,000 $(187,060) $- $(38,060)
======== ========= === ========
Net premiums
earned -insurance $186,859 $22,628 $- $209,487
Net investment income 33,822 20,209 1 54,032
Change in fair value of
derivative instruments 6,678 (37,535) - (30,857)
Net gains on other
financial instruments 38,583 57,925 - 96,508
Net impairment
losses recognized
in earnings (3) - - (3)
Other income 2,299 97 71 2,467
----- --- --- -----
Total revenues 268,238 63,324 72 331,634
------- ------ --- -------
Expenses:
Provision for losses 376,488 28,416 - 404,904
Provision for
premium deficiency (31,569) - - (31,569)
Policy acquisition costs 8,672 5,521 - 14,193
Other operating expenses 39,440 18,877 (4,283) 54,034
Interest expense 3,739 7,557 - 11,296
----- ----- --- ------
Total expenses 396,770 60,371 (4,283) 452,858
------- ------ ------ -------
Equity in net income of
affiliates - - 7,946 7,946
--- --- ----- -----
Pretax (loss) income (128,532) 2,953 12,301 (113,278)
Income tax (benefit)
provision (45,912) (1,245) 4,329 (42,828)
------- ------ ----- -------
Net (loss) income $(82,620) $4,198 $7,972 $(70,450)
======== ====== ====== ========
Cash and investments $4,093,265 $2,373,262 $- $6,466,527
Deferred policy
acquisition costs 30,528 128,285 - 158,813
Total assets 5,231,755 3,015,532 117,125 8,364,412
Unearned premiums 266,122 606,253 - 872,375
Reserve for losses and
loss adjustment
expenses 3,387,740 125,259 - 3,512,999
Derivative liabilities 17,018 377,368 - 394,386
Radian Group Inc. and Subsidiaries
Segment Information
Quarter Ended September 30, 2008
Exhibit D
Mortgage Financial Financial
(In thousands) Insurance Guaranty Services Total
---------------- ----------- ---------- ---------- -------
Revenues:
Net premiums
written - insurance $188,583 $13,868 $- $202,451
======== ======= === ========
Net premiums
earned - insurance $196,207 $53,511 $- $249,718
Net investment income 38,017 27,198 - 65,215
Change in fair value
of derivative instruments 8,606 156,151 - 164,757
Net (losses) gains on
other financial
instruments (36,579) (12,106) 83 (48,602)
Net impairment
losses recognized
in earnings (3,346) (11,789) - (15,135)
Other income 2,561 58 137 2,756
----- --- --- -----
Total revenues 205,466 213,023 220 418,709
------- ------- --- -------
Expenses:
Provision for losses 519,257 25,658 - 544,915
Provision for
premium deficiency (252,170) - - (252,170)
Policy acquisition costs 5,327 15,443 - 20,770
Other operating expenses 43,771 36,885 125 80,781
Interest expense 6,718 7,134 - 13,852
----- ----- - ------
Total expenses 322,903 85,120 125 408,148
------- ------ --- -------
Equity in net
income of affiliates - - 15,798 15,798
--- --- ------ ------
Pretax (loss) income (117,437) 127,903 15,893 26,359
Income tax (benefit)
provision (70,473) 53,550 6,583 (10,340)
------- ------ ----- -------
Net (loss) income $(46,964) $74,353 $9,310 $36,699
======== ======= ====== =======
Cash and investments $3,899,815 $2,430,399 $- $6,330,214
Deferred policy
acquisition costs 17,997 160,584 - 178,581
Total assets 4,928,234 2,934,032 183,970 8,046,236
Unearned premiums 351,200 649,525 - 1,000,725
Reserve for losses
and loss adjustment
expenses 2,496,412 183,969 - 2,680,381
Derivative liabilities 220,363 122,933 - 343,296
Radian Group Inc. and Subsidiaries
Segment Information
Nine Months Ended September 30, 2009
Exhibit E
Mortgage Financial Financial
(In thousands) Insurance Guaranty Services Total
---------------- ----------- ---------- ---------- -------
Revenues:
Net premiums
written - insurance $465,878 $(185,281) $- $280,597
======== ========= === ========
Net premiums
earned - insurance $534,789 $79,542 $- $614,331
Net investment income 97,465 66,098 3 163,566
Change in fair value of
derivative instruments (28,455) (14,500) - (42,955)
Net gains on other
financial instruments 64,250 111,712 - 175,962
Net impairment losses
recognized in earnings (850) (23) - (873)
Other income 9,865 316 306 10,487
----- --- --- ------
Total revenues 677,064 243,145 309 920,518
------- ------- --- -------
Expenses:
Provision for losses 840,974 23,434 - 864,408
Provision for
premium deficiency (77,569) - - (77,569)
Policy acquisition costs 22,332 31,782 - 54,114
Other operating expenses 110,724 54,619 (4,072) 161,271
Interest expense 12,052 23,838 - 35,890
------ ------ --- ------
Total expenses 908,513 133,673 (4,072) 1,038,114
------- ------- ------ ---------
Equity in net
income of affiliates - - 23,608 23,608
--- --- ------ ------
Pretax (loss) income (231,449) 109,472 27,989 (93,988)
Income tax (benefit)
provision (73,048) 25,004 10,068 (37,976)
------- ------ ------ -------
Net (loss) income $(158,401) $84,468 $17,921 $(56,012)
========= ======= ======= ========
Radian Group Inc. and Subsidiaries
Segment Information
Nine Months Ended September 30, 2008
Exhibit F
Mortgage Financial Financial
(In thousands) Insurance Guaranty Services Total
---------------- ----------- ---------- ---------- -------
Revenues:
Net premiums
written - insurance $598,864 $70,538 $- $669,402
======== ======= === ========
Net premiums
earned - insurance $605,568 $135,208 $- $740,776
Net investment income 115,803 80,505 14 196,322
Change in fair value of
derivative instruments 105,548 823,244 - 928,792
Net (losses) gains on
other financial
instruments (47,983) (26,779) 120 (74,642)
Net impairment losses
recognized in earnings (18,231) (33,999) - (52,230)
Other income 9,051 237 303 9,591
----- --- --- -----
Total revenues 769,756 978,416 437 1,748,609
------- ------- --- ---------
Expenses:
Provision for losses 1,539,561 46,944 - 1,586,505
Provision for premium
deficiency 135,727 - - 135,727
Policy acquisition costs 82,473 38,155 - 120,628
Other operating expenses 126,644 72,642 485 199,771
Interest expense 21,140 18,788 249 40,177
------ ------ --- ------
Total expenses 1,905,545 176,529 734 2,082,808
--------- ------- --- ---------
Equity in net
income of affiliates - - 44,028 44,028
--- --- ------ ------
Pretax (loss) income (1,135,789) 801,887 43,731 (290,171)
Income tax (benefit)
provision (428,186) 279,537 18,665 (129,984)
-------- ------- ------ --------
Net (loss) income $(707,603) $522,350 $25,066 $(160,187)
========= ======== ======= =========
Radian Group Inc.
Financial Guaranty Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit G
Quarter Ended Nine Months Ended
(In thousands) September 30 September 30
---------------- ------------------
2009 2008 2009 2008
---- ---- ---- ----
Net Premiums Earned:
Public finance direct $9,363 $13,380 $35,750 $43,194
Public finance
reinsurance 11,071 32,310 38,297 65,145
Structured direct 1,321 3,569 5,156 11,211
Structured reinsurance 834 4,472 15,130 15,163
Trade credit
reinsurance 39 (220) 174 495
--- ---- --- ---
Net Premiums Earned -
insurance 22,628 53,511 94,507 135,208
Impact of
commutations - - (14,965) -
--- --- ------- ---
Total Net Premiums
Earned - insurance $22,628 $53,511 $79,542 $135,208
======= ======= ======= ========
Refundings included in
earned premium $8,553 $27,326 $32,076 $55,647
====== ======= ======= =======
Claims paid:
Trade credit
reinsurance $41 $449 $912 $1,432
Financial
Guaranty 84,976(1) 6,450 123,761(1) 114,040(2)
------ ----- ------- -------
Total $85,017 $6,899 $124,673 $115,472
======= ====== ======== ========
Balance Sheet impact of
initial adoption of the accounting
standard for financial guarantee
insurance contracts on
January 1, 2009:
-----------------------------------
($ in millions)
Increase in unearned premiums $(292.8)
Increase in premiums receivable 161.4
Increase in deferred policy
acquisition costs 66.0
Decrease in reserve for
losses and LAE 8.2
Decrease in deferred taxes, net 20.2
Increase in premium taxes payable (0.6)
----
Decrease in equity $(37.6)
======
Pre-tax Income Statement impact of
Ambac Commutation in Q2 2009:
----------------------------------
($ in millions)
Decrease in premiums earned $(15.3)
Decrease in provision for losses 38.6
Increase in amortization of
policy acquisition costs (8.9)
----
Increase in pre-tax income $14.4
=====
Balance Sheet impact of Ambac
Commutation in Q3 2009:
-----------------------------
($ in millions)
Decrease in:
Cash and investments $100.0
Premiums receivable 93.2
Unearned premiums 185.6
Reserve for losses and LAE 53.9
Deferred policy acquisition costs 46.3
(1) Includes $53.9 million related to Ambac commutation.
(2) Includes a $100 million payment related to one CDO of an ABS
transaction that was fully reserved for in 2007.
Radian Group Inc.
Financial Guaranty Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit H
($ in thousands, except ratios)
September 30 December 31 September 30
2009 2008 2008
---- ---- ----
Statutory Information:
----------------------
Capital and surplus $939,880 $968,197 $957,177
Contingency reserve 494,058 515,023 510,195
------- ------- -------
Qualified
statutory capital 1,433,938 1,483,220 1,467,372
Unearned premium reserve 616,788 729,274 818,365
Loss and loss expense reserve 57,259 82,340 70,621
------ ------ ------
Total statutory
policyholders' reserves 2,107,985 2,294,834 2,356,358
Present value of
installment premiums 274,655 380,666 402,223
Soft capital facilities 150,000 150,000 150,000
------- ------- -------
Total statutory claims
paying resources $2,532,640 $2,825,500 $2,908,581
========== ========== ==========
Net debt service outstanding $112,780,855 $138,430,925 $156,928,647
------------ ------------ ------------
Capital leverage ratio (1) 79 93 107
Claims paying leverage ratio (2) 45 49 54
Net par outstanding
by product:
Public finance direct $18,081,562 $17,836,221 $18,344,046
Public finance
reinsurance 24,664,615 31,578,163 40,420,433
Structured direct 44,258,529 46,001,355 46,695,176
Structured reinsurance 2,324,867 5,310,004 5,567,853
--------- --------- ---------
Total $89,329,573(3) $100,725,743 $111,027,508
=========== ============ ============
Reserve for losses and
LAE-GAAP Basis:
----------------------
Financial Guaranty $117,585 $219,671 $163,070
Trade Credit 7,674 14,877 20,899
----- ------ ------
Total $125,259 $234,548 $183,969
======== ======== ========
(1) The capital leverage ratio is derived by dividing net debt service
outstanding by qualified statutory capital.
(2) The claims paying leverage ratio is derived by dividing net debt
service outstanding by total statutory claims paying resources.
(3) Reduction due to $9.8 billion of par that was commuted in connection
with the Ambac commutation in July 2009. Also included in public
finance net par outstanding is $2.4 billion for legally defeased bond
issues where our financial guaranty policy has not been extinguished
but cash or securities have been deposited in an escrow account for
the benefit of bondholders. The accounting standard for financial
guarantee insurance contracts requires that these
contracts continue to be accounted for as outstanding contracts
despite the elimination of substantially all risk.
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit I
Quarter Ended
September 30
($ in millions) 2009 2008
----------- -----------
$ % $ %
--- --- --- ---
Primary new insurance written
-----------------------------
Flow $3,446 100.0% $7,524 99.8%
Structured - - 16 0.2%
--- --- --- ---
Total Primary $3,446 100.0% $7,540 100.0%
====== ===== ====== =====
Flow
Prime $3,441 99.9% $7,405 98.4%
Alt-A 1 - 96 1.3%
A minus and below 4 0.1% 23 0.3%
--- --- --- ---
Total Flow $3,446 100.0% $7,524 100.0%
====== ===== ====== =====
Structured
Prime $- - $16 100.0%
Alt-A - - - 0.0%
--- --- --- ---
Total Structured $- - $16 100.0%
=== === === =====
Total
Prime $3,441 99.9% $7,421 98.4%
Alt-A 1 - 96 1.3%
A minus and below 4 0.1% 23 0.3%
--- --- --- ---
Total Primary $3,446 100.0% $7,540 100.0%
====== ===== ====== =====
Total primary new
insurance written by
FICO score
---------------------
Flow
>=740 $2,570 74.6% $4,082 54.2%
680-739 831 24.1% 2,662 35.4%
620-679 45 1.3% 773 10.3%
<=619 - - 7 0.1%
--- --- --- ---
Total Flow $3,446 100.0% $7,524 100.0%
====== ===== ====== =====
Structured
>=740 $- - $12 75.0%
680-739 - - 4 25.0%
620-679 - - - 0.0%
--- --- --- ---
Total Structured $- - $16 100.0%
=== === === =====
Total
------
>=740 $2,570 74.6% $4,094 54.3%
680-739 831 24.1% 2,666 35.3%
620-679 45 1.3% 773 10.3%
<=619 - - 7 0.1%
--- --- --- ---
Total Primary $3,446 100.0% $7,540 100.0%
====== ===== ====== =====
Percentage of primary new
insurance written
-------------------------
Refinances 30% 20%
95.01% LTV and above 0.3% 3%
ARMs
Less than 5 years 0.1% 1%
5 years and longer 2.3% 10%
Primary risk written
--------------------
Flow $756 100.0% $1,170 99.9%
Structured - - 2 0.1%
--- --- --- ---
Total Primary $756 100.0% $1,172 100.0%
==== ===== ====== =====
Nine Months Ended
September 30
($ in millions) 2009 2008
----------- -----------
$ % $ %
--- --- --- ---
Primary new insurance written
-----------------------------
Flow $14,555 100.0% $26,240 95.5%
Structured - - 1,234 4.5%
--- --- ----- ---
Total Primary $14,555 100.0% $27,474 100.0%
======= ===== ======= =====
Flow
Prime $14,530 99.8% $24,356 92.8%
Alt-A 11 0.1% 1,154 4.4%
A minus and below 14 0.1% 730 2.8%
--- --- --- ---
Total Flow $14,555 100.0% $26,240 100.0%
======= ===== ======= =====
Structured
Prime $- - $1,232 99.8%
Alt-A - - 2 0.2%
--- --- --- ---
Total Structured $- - $1,234 100.0%
=== === ====== =====
Total
Prime $14,530 99.8% $25,588 93.1%
Alt-A 11 0.1% 1,156 4.2%
A minus and below 14 0.1% 730 2.7%
--- --- --- ---
Total Primary $14,555 100.0% $27,474 100.0%
======= ===== ======= =====
Total primary new
insurance written by
FICO score
---------------------
Flow
>=740 $10,464 71.9% $11,912 45.4%
680-739 3,822 26.3% 9,729 37.1%
620-679 268 1.8% 4,223 16.1%
<=619 1 - 376 1.4%
--- --- --- ---
Total Flow $14,555 100.0% $26,240 100.0%
======= ===== ======= =====
Structured
>=740 $- - $780 63.2%
680-739 - - 437 35.4%
620-679 - - 17 1.4%
--- --- --- ---
Total Structured $- - $1,234 100.0%
=== === ====== =====
Total
------
>=740 $10,464 71.9% $12,692 46.2%
680-739 3,822 26.3% 10,166 37.0%
620-679 268 1.8% 4,240 15.4%
<=619 1 - 376 1.4%
--- --- --- ---
Total Primary $14,555 100.0% $27,474 100.0%
======= ===== ======= =====
Percentage of primary new
insurance written
-------------------------
Refinances 43% 33%
95.01% LTV and above 0.1% 13%
ARMs
Less than 5 years 0.1% 1%
5 years and longer 0.9% 9%
Primary risk written
--------------------
Flow $3,130 100.0% $6,317 95.2%
Structured - - 316 4.8%
--- --- --- ---
Total Primary $3,130 100.0% $6,633 100.0%
====== ===== ====== =====
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit J
September 30 September 30
($ in millions) 2009 2008
------------ -----------
$ % $ %
--- --- --- ---
Primary insurance in force
--------------------------
Flow $122,912 79.9% $119,593 77.5%
Structured 30,876 20.1% 34,699 22.5%
------ ---- ------ ----
Total Primary $153,788 100.0% $154,292 100.0%
======== ===== ======== =====
Prime $113,518 73.8% $109,432 70.9%
Alt-A 30,012 19.5% 33,404 21.7%
A minus and below 10,258 6.7% 11,456 7.4%
------ --- ------ ---
Total Primary $153,788 100.0% $154,292 100.0%
======== ===== ======== =====
Primary risk in force
---------------------
Flow $30,388 88.0% $29,968 86.4%
Structured 4,131 12.0% 4,701 13.6%
----- ---- ----- ----
Total Primary $34,519 100.0% $34,669 100.0%
======= ===== ======= =====
Flow
Prime $25,253 83.1% $24,242 80.9%
Alt-A 3,257 10.7% 3,674 12.3%
A minus and below 1,878 6.2% 2,052 6.8%
----- --- ----- ---
Total Flow $30,388 100.0% $29,968 100.0%
======= ===== ======= =====
Structured
Prime $2,152 52.1% $2,451 52.1%
Alt-A 1,305 31.6% 1,451 30.9%
A minus and below 674 16.3% 799 17.0%
--- ---- --- ----
Total Structured $4,131 100.0% $4,701 100.0%
====== ===== ====== =====
Total
Prime $27,405 79.4% $26,693 77.0%
Alt-A 4,562 13.2% 5,125 14.8%
A minus and below 2,552 7.4% 2,851 8.2%
----- --- ----- ---
Total Primary $34,519 100.0% $34,669 100.0%
======= ===== ======= =====
Total primary risk in force
by FICO score
---------------------------
Flow
>=740 $10,449 34.4% $8,999 30.0%
680-739 11,002 36.2% 11,101 37.0%
620-679 7,561 24.9% 8,318 27.8%
<=619 1,376 4.5% 1,550 5.2%
----- --- ----- ---
Total Flow $30,388 100.0% $29,968 100.0%
======= ===== ======= =====
Structured
>=740 $1,114 27.0% $1,254 26.7%
680-739 1,314 31.8% 1,452 30.9%
620-679 1,083 26.2% 1,255 26.7%
<=619 620 15.0% 740 15.7%
--- ---- --- ----
Total Structured $4,131 100.0% $4,701 100.0%
====== ===== ====== =====
Total
>=740 $11,563 33.5% $10,253 29.6%
680-739 12,316 35.7% 12,553 36.2%
620-679 8,644 25.0% 9,573 27.6%
<=619 1,996 5.8% 2,290 6.6%
----- --- ----- ---
Total Primary $34,519 100.0% $34,669 100.0%
======= ===== ======= =====
Percentage of primary risk in force
-----------------------------------
Refinances 31% 31%
95.01% LTV and above 21% 23%
ARMs
Less than 5 years 8% 9%
5 years and longer 8% 9%
Pool risk in force
------------------
Prime $1,973 70.3% $2,096 70.7%
Alt-A 284 10.1% 290 9.8%
A minus and below 549 19.6% 577 19.5%
--- ---- --- ----
Total $2,806 100.0% $2,963 100.0%
====== ===== ====== =====
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit K
September 30 September 30
($ in millions) 2009 2008
---------- ----------
$ % $ %
--- --- --- ---
Total primary risk in force
by LTV
----------------------------
85.00% and below $3,556 10.3% $3,659 10.6%
85.01% to 90.00% 12,690 36.7% 12,045 34.7%
90.01% to 95.00% 11,142 32.3% 11,003 31.7%
95.01% and above 7,131 20.7% 7,962 23.0%
----- ---- ----- ----
Total $34,519 100.0% $34,669 100.0%
======= ===== ======= =====
Total primary risk in
force by policy year
----------------------
2005 and prior $10,140 29.4% $11,983 34.6%
2006 4,650 13.4% 5,342 15.4%
2007 9,823 28.4% 10,896 31.4%
2008 6,887 20.0% 6,448 18.6%
2009 3,019 8.8% - -
----- --- --- ---
Total $34,519 100.0% $34,669 100.0%
======= ===== ======= =====
Total pool risk in force by
policy year
----------------------------
2005 and prior $2,280 81.2% $2,407 81.3%
2006 241 8.6% 255 8.6%
2007 227 8.1% 241 8.1%
2008 58 2.1% 60 2.0%
--- --- --- ---
Total pool risk in force $2,806 100.0% $2,963 100.0%
====== ===== ====== =====
Other risk in force
-------------------
Second-lien
1st loss $184 $289
2nd loss 100 407
NIMs 418 456
International
1st loss-Hong Kong primary
mortgage insurance 316 442
Reinsurance - 139
Credit default swaps 3,132 7,567
Other
Domestic credit default swaps - 162
--- ---
Total other risk in force $4,150 $9,462
====== ======
Risk to capital ratio-Radian
Guaranty only (1) 16.1:1 14.5:1
(1) Starting June 30, 2009, risk in force on policies currently in
default and for which loss reserves have been established
are deducted from total risk in force used for our risk to capital
calculations. Risk to capital ratios for the prior periods have
not been restated to conform with this presentation.
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit L
Quarter Ended Nine Months Ended
($ in thousands) September 30 September 30
-------------------- --------------
2009 2008 2009 2008
---- ---- ---- ----
Direct claims paid
Prime $104,605 $98,269 $246,816 $222,975
Alt-A 61,538 68,960 149,249 152,438
A minus and below 43,989 65,280 115,873 162,911
Second-lien and other 10,790 44,882 51,735 138,094
------ ------ ------ -------
Subtotal 220,922 277,391 563,673 676,418
Impact of captive
terminations (107,747) - (107,747) -
Impact of second-
lien terminations 22,323 - 87,323 -
------ --- ------ ---
Total $135,498 $277,391 $543,249 $676,418
======== ======== ======== ========
Average claim paid (1)
Prime $43.2 $45.0 $42.2 $40.0
Alt-A 55.4 58.7 54.0 53.9
A minus and below 39.6 42.6 38.8 38.6
Second-lien and other 42.5 36.9 42.2 35.1
Total $45.1 $45.4 $44.0 $40.8
Loss ratio - GAAP Basis 201.2% 258.1% 156.7% 244.6%
Expense ratio -
GAAP Basis 25.7% 24.4% 24.8% 33.2%(2)
---- ---- ---- ----
226.9% 282.5% 181.5% 277.8%
===== ===== ===== =====
Reserve for losses by
category
Prime $1,125,684 $667,349
Alt-A 922,420 844,551
A minus and below 454,844 432,001
Pool insurance 211,399 87,429
Second-lien 81,462 153,839
Other 74 1,436
--- -----
Reserve for losses, net 2,795,883 2,186,605
Reinsurance
recoverable 591,857(3) 309,807
------- -------
Total $3,387,740 $2,496,412
========== ==========
(1) Calculated prior to the impact of captive and second-lien
terminations.
(2) Includes the acceleration of $50.8 million of deferred policy
acquisition cost amortization, as a result of the establishment of
a first-lien premium deficiency reserve in the second quarter of 2008.
(3) Reinsurance recoverable on ceded losses related to captives ($483
million) and Smart Home ($109 million).
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit M
September 30 December 31 September 30
2009 2008 2008
---- ---- ----
Default Statistics
------------------
Primary insurance:
Flow
Prime
-----
Number of insured loans 621,794 624,970 619,035
Number of loans in default 69,287 44,575 33,330
Percentage of loans in default 11.14% 7.13% 5.38%
Alt-A
-----
Number of insured loans 62,860 68,948 70,814
Number of loans in default 21,563 16,959 13,853
Percentage of loans in default 34.30% 24.60% 19.56%
A minus and below
-----------------
Number of insured loans 55,657 59,189 60,946
Number of loans in default 19,885 15,768 13,436
Percentage of loans in default 35.73% 26.64% 22.05%
Total Flow
Number of insured loans 740,311 753,107 750,795
Number of loans in default 110,735 77,302 60,619
Percentage of loans in default 14.96% 10.26% 8.07%
Structured
Prime
-----
Number of insured loans 60,931 67,165 68,744
Number of loans in default 8,496 6,692 5,900
Percentage of loans in default 13.94% 9.96% 8.58%
Alt-A
-----
Number of insured loans 74,911 80,491 82,187
Number of loans in default 25,098 18,747 15,499
Percentage of loans in default 33.50% 23.29% 18.86%
A minus and below
-----------------
Number of insured loans 19,861 22,315 23,337
Number of loans in default 7,669 7,812 7,784
Percentage of loans in default 38.61% 35.01% 33.35%
Total Structured
Number of insured loans 155,703 169,971 174,268
Number of loans in default 41,263 33,251 29,183
Percentage of loans in default 26.50% 19.56% 16.75%
Total Primary Insurance
Prime
-----
Number of insured loans 682,725 692,135 687,779
Number of loans in default 77,783 51,267 39,230
Percentage of loans in default 11.39% 7.41% 5.70%
Alt-A
-----
Number of insured loans 137,771 149,439 153,001
Number of loans in default 46,661 35,706 29,352
Percentage of loans in default 33.87% 23.89% 19.18%
A minus and below
-----------------
Number of insured loans 75,518 81,504 84,283
Number of loans in default 27,554 23,580 21,220
Percentage of loans in default 36.49% 28.93% 25.18%
Total Primary Insurance
Number of insured loans 896,014 923,078 925,063
Number of loans in default (1) 151,998 110,553 89,802
Percentage of loans in default 16.96% 11.98% 9.71%
Pool insurance:
Number of loans in default (2) 36,889 32,677 29,487
(1) Includes approximately 385, 539 and 483 defaults at September 30,
2009, December 31, 2008 and September 30, 2008, respectively, where
reserves have not been established because no claim payment is
currently anticipated.
(2) Includes approximately 17,859, 21,719 and 20,965 defaults at September
30, 2009, December 31, 2008 and September 30, 2008, respectively,
where reserves have not been established because no claim payment is
currently anticipated.
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit N
Quarter Ended Nine Months Ended
September 30 September 30
-------------------- -------------------
2009 2008 2009 2008
---- ---- ---- ----
Net Premiums Written
(In thousands)
--------------------
Primary and
Pool Insurance $169,180 $186,524 $483,872 $578,770
Second-lien (1,493)(1) 2,044 (750)(1) 8,430
International (18,687)(1) 15 (17,244)(1) 11,664
------- --- ------- ------
Total Net Premiums
Written - Insurance $149,000 $188,583 $465,878 $598,864
======== ======== ======== ========
Net Premiums Earned
(In thousands)
-------------------
Primary and
Pool Insurance $182,582 $187,596 $517,770 $575,017
Second-lien 1,264 3,250 4,649 14,378
International 3,013 5,361 12,370 16,173
----- ----- ------ ------
Total Net Premiums
Earned - Insurance $186,859 $196,207 $534,789 $605,568
======== ======== ======== ========
SMART HOME
(In millions)
--------------
Ceded Premiums Written $2.4 $3.1 $8.0 $10.0
Ceded Premiums Earned $2.4 $3.1 $8.0 $10.0
1st Lien Captives
-----------------
Premiums ceded
to captives
(In millions) $31.0 $34.6 $103.0 $104.4
% of total premiums 14.3% 15.4% 16.4% 15.2%
NIW subject to captives
(In millions) $144.3 $2,103.6 $1,615.7 $10,268.1
% of primary NIW 4.2% 27.9% 11.1% 37.4%
IIF included in
captives (2) 34.2% 36.6%
RIF included in
captives (2) 47.6% 41.0%
Persistency (twelve
months ended
September 30) 87.0% 83.9%
September 30 September 30
2009 2008
---- ----
SMART HOME
% of Primary RIF
included in Smart
Home Transactions (2) 3.4% 3.9%
(1) Reflects the impact of second-lien and international terminations.
(2) Radian reinsures the middle layer risk positions, while retaining a
significant portion of the total risk comprising the first loss and
most remote risk positions.
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter Ended and as of September 30, 2009
Exhibit O
Reinsurance Progression Toward Attachment - Summary by Book Year (1)
September 30
($ in millions) 2009
-----------------------------------------
Progression Ever-to- Reinsur-
Original to Gross Ceded Net Date ance
Book Attachment Current Current Current Incurred Benefit
Book Year (2): RIF Point RIF RIF(3) RIF Losses (4)
-------------- --- ----- --- ------ --- ------ ---
Pre-2006 0-50% $445 $79 $366 $152
Pre-2006 50-75% 423 221 202 99
Pre-2006 75-99% 580 239 341 131
Pre-2006 Attached 1,792 466 1,326 356 $123
----- --- ----- --- ----
Pre-2006
Total $22,732 $3,240 $1,005 $2,235 $738 $123
====== ====== ====== ==== ====
2006 0-50% $2 $- $2 $-
2006 50-75% 21 2 19 1
2006 75-99% 8 1 7 1
2006 Attached 1,855 264 1,591 342 $179
----- --- ----- --- ----
2006 Total $2,954 $1,886 $267 $1,619 $344 $179
====== ==== ====== ==== ====
2007 0-50% $13 $1 $12 $-
2007 50-75% 15 1 14 1
2007 75-99% 1 - 1 -
2007 Attached 3,720 406 3,314 389 $171
----- --- ----- --- ----
2007 Total $4,545 $3,749 $408 $3,341 $390 $171
====== ==== ====== ==== ====
2008 0-50% $548 $36 $512 $10
2008 50-75% 1,489 166 1,323 42
2008 75-99% - - - -
2008 Attached 225 19 206 20 $11
--- --- --- --- ---
2008 Total $2,553 $2,262 $221 $2,041 $72 $11
====== ==== ====== === ===
2009 0-50% $282 $12 $270 $-
2009 50-75% - - - -
2009 75-99% - - - -
2009 Attached - - - - $-
--- --- --- --- ---
2009 Total $290 $282 $12 $270 $- $-
==== === ==== === ===
Quota Share 0-50% $- $- $- $-
Quota Share 50-75% - - - -
Quota Share 75-99% - - - -
Quota Share Attached 105 34 71 32 $14
--- --- --- --- ---
Quota Share
Total $313 $105 $34 $71 $32 $14
==== === === === ===
Total Captive
(Including
Quota
Share) $33,387 $11,524 $1,947 $9,577 $1,576 $498
======= ====== ====== ====== ====
SmartHome 0-50% $33 $15 $18 $11
SmartHome 50-75% 74 29 45 22
SmartHome 75-99% - - - -
SmartHome Attached 1,061 504 557 407 $111
----- --- --- --- ----
Total
SmartHome $3,900 $1,168 $548 $620 $440 $111
====== ==== ==== ==== ====
December 31
($ in millions) 2008 (5)
------------------------------------------
Progression Ever-to- Reinsur-
Original to Gross Ceded Net Date ance
Book Attachment Current Current Current Incurred Benefit
Book Year (2): RIF Point RIF RIF(3) RIF Losses (4)
-------------- --- ----- --- ------ --- ------ ---
Pre-2006 0-50% $1,120 $558 $562 $239
Pre-2006 50-75% 942 349 593 142
Pre-2006 75-99% 1,084 397 687 160
Pre-2006 Attached 1,355 237 1,118 184 $75
----- --- ----- --- ---
Pre-2006
Total $22,732 $4,501 $1,541 $2,960 $725 $75
====== ====== ====== ==== ===
2006 0-50% $32 $2 $30 $1
2006 50-75% 62 4 58 3
2006 75-99% 310 42 268 18
2006 Attached 2,074 270 1,804 290 $161
----- --- ----- --- ----
2006 Total $2,954 $2,478 $318 $2,160 $312 $161
====== ==== ====== ==== ====
2007 0-50% $31 $2 $29 $-
2007 50-75% 225 12 213 8
2007 75-99% 71 7 64 3
2007 Attached 4,329 454 3,875 350 $147
----- --- ----- --- ----
2007 Total $4,545 $4,656 $475 $4,181 $361 $147
====== ==== ====== ==== ====
2008 0-50% $2,167 $197 $1,970 $25
2008 50-75% 42 4 38 1
2008 75-99% - - - -
2008 Attached 190 15 175 16 $9
--- --- --- --- ---
2008 Total $2,553 $2,399 $216 $2,183 $42 $9
====== ==== ====== === ===
2009 0-50% $- $- $- $-
2009 50-75% - - - -
2009 75-99% - - - -
2009 Attached - - - - $-
--- --- --- --- ---
2009 Total $290 $- $- $- $- $-
=== === === === ===
Quota Share 0-50% $- $- $- $-
Quota Share 50-75% - - - -
Quota Share 75-99% - - - -
Quota Share Attached 116 37 79 27 $12
--- --- --- --- ---
Quota Share
Total $313 $116 $37 $79 $27 $12
==== === === === ===
Total Captive
(Including
Quota
Share) $33,387 $14,150 $2,587 $11,563 $1,467 $404
======= ====== ======= ====== ====
SmartHome 0-50% $117 $51 $66 $27
SmartHome 50-75% - - - -
SmartHome 75-99% - - - -
SmartHome Attached 1,188 521 667 346 $91
----- --- --- --- ---
Total
SmartHome $3,900 $1,305 $572 $733 $373 $91
====== ==== ==== ==== ===
(1) Data is presented in the aggregate for all trusts for captives active
at each period end only. Actual trust attachment points and exit
points vary by individual contract. The attachment point is
calculated at the contract/deal level and is based on Total Incurred
Losses which are defined as claims paid ever-to-date plus loss
reserves.
(2) Book year figures may include loans from additional periods pursuant
to reinsurance agreement terms and conditions.
(3) Risk ceded to reinsurers based on individual contract terms.
(4) Captive Benefit is defined as ceded reserves at period end plus
ever-to-date claims paid by the trust.
(5) Revised from December 31, 2008 originally presented.
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter Ended and as of September 30, 2009
Exhibit P
September 30 September 30
($ in millions) 2009 2008
---------- ----------
$ % $ %
--- --- --- ---
Modified Pool Risk in Force
----------------------------
Prime
-----
2005 and prior $81 54.0% $86 55.1%
2006 45 30.0% 44 28.2%
2007 20 13.3% 22 14.1%
2008 4 2.7% 4 2.6%
--- --- --- ---
Total $150 100.0% $156 100.0%
==== ===== ==== =====
Alt-A
-----
2005 and prior $186 28.5% $200 29.8%
2006 160 24.5% 165 24.5%
2007 303 46.4% 304 45.2%
2008 4 0.6% 4 0.5%
--- --- --- ---
Total $653 100.0% $673 100.0%
==== ===== ==== =====
A minus and below
-----------------
2005 and prior $13 56.5% $15 60.0%
2006 3 13.0% 3 12.0%
2007 7 30.5% 7 28.0%
--- ---- --- ----
Total $23 100.0% $25 100.0%
=== ===== === =====
Total
-----
2005 and prior $280 33.9% $301 35.2%
2006 208 25.2% 212 24.8%
2007 330 39.9% 333 39.0%
2008 8 1.0% 8 1.0%
--- --- --- ---
Total Modified Pool Risk in Force $826 100.0% $854 100.0%
==== ===== ==== =====
Radian Group Inc.
Mortgage Insurance Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
ALT-A
Exhibit Q
September 30
($ in millions) 2009 2008
---------- ---------
$ % $ %
--- --- --- ---
Primary risk in force by FICO score
------------------------------------
>=740 $1,121 24.6% $1,256 24.5%
680-739 2,202 48.2% 2,452 47.8%
660-679 666 14.6% 755 14.7%
620-659 543 11.9% 628 12.3%
<=619 30 0.7% 34 0.7%
--- --- --- ---
Total $4,562 100.0% $5,125 100.0%
====== ===== ====== =====
Primary risk in force by LTV
-----------------------------
85.00% and below $1,195 26.2% $1,308 25.5%
85.01% to 90.00% 1,880 41.2% 2,131 41.6%
90.01% to 95.00% 1,175 25.8% 1,330 26.0%
95.01% and above 312 6.8% 356 6.9%
--- --- --- ---
Total $4,562 100.0% $5,125 100.0%
====== ===== ====== =====
Primary risk in force by policy year
-------------------------------------
2005 and prior $1,428 31.3% $1,647 32.1%
2006 1,010 22.1% 1,141 22.3%
2007 1,886 41.4% 2,083 40.6%
2008 237 5.2% 254 5.0%
2009 1 - - -
--- --- --- ---
Total $4,562 100.0% $5,125 100.0%
====== ===== ====== =====
Radian Group Inc.
Financial Services Supplemental Information
For the Quarter and Nine Months Ended and as of September 30, 2009
Exhibit R
Quarter Ended Nine Months Ended
September 30 September 30
---------------- ----------------
(In thousands) 2009 2008 2009 2008
---- ---- ---- ----
Investment in Affiliates-
Selected Information
Sherman
-----------------
Balance, beginning of
period $108,719 $112,644 $99,656 $104,315
Net income for period 7,946 15,798 23,608 44,028
Dividends received (4,599) (15,961) (11,040) (35,460)
Other comprehensive (loss)
income (87) 522 (245) 120
Adjustment to investment
related to buyback of MGIC
interest - (25,786) - (25,786)
--- ------- --- -------
Balance, end of period $111,979 $87,217 $111,979 $87,217
======== ======= ======== =======
Portfolio Information:
Sherman
-----------------
Total assets $1,951,458 $2,433,666
Net revenues $299,592 $368,112 $968,075 $1,158,454
Forward-Looking Statements
Some of the statements in this release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Generally, words such as "may," "will," "should," "could," "would," "anticipate," "expect," "intend," "estimate," "plan," "project," "continue," "goal" and "believe," or other variations on these and other similar expressions identify forward-looking statements. Forward-looking statements are only predictions and, as such, are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events or our future financial performance that may not prove to be accurate. These statements speak only as of the date of this news release, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual outcomes and results may differ materially from what is expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from those projected in such forward-looking statements include, without limitation, the following:
-- changes in general financial and political conditions, such as the
failure of the U.S. economy to recover robustly from the current
recession or the U.S. economy reentering a recessionary period
following a brief period of stabilization or even growth, a further
reduction in the liquidity in the capital markets and further
contraction of credit markets, a prolonged period of high unemployment
rates and limited home price appreciation, changes or volatility in
interest rates or consumer confidence, changes in credit spreads,
changes in the way investors perceive the strength of private mortgage
insurers or financial guaranty providers, investor concern over the
credit quality and specific risks faced by the particular businesses,
municipalities or pools of assets covered by our insurance;
-- catastrophic events or further economic changes in geographic regions
where our mortgage insurance or financial guaranty insurance in force
is more concentrated;
-- our ability to successfully execute upon our capital plan for our
mortgage insurance business (which depends, in part, on the
performance of our financial guaranty portfolio), and if necessary, to
obtain additional capital to support new business writings in our
mortgage insurance business and the long-term liquidity needs of our
holding company (including significant payment obligations in 2010 and
2011);
-- a further decrease in the volume of home mortgage originations due to
reduced liquidity in the lending market, tighter underwriting
standards and the ongoing deterioration in housing markets throughout
the U.S.;
-- our ability to maintain adequate risk-to-capital ratios and surplus
requirements in our mortgage insurance business in light of ongoing
losses in this business and continued deterioration in our financial
guaranty portfolio which, in the absence of new capital, may depend on
our ability to execute strategies for which regulatory and other
approvals are required and may not be obtained;
-- our ability to continue to effectively mitigate our mortgage insurance
losses, which have positively impacted our provisions for losses;
-- the negative impact our increased levels of insurance rescissions and
claim denials may have on our relationships with customers;
-- the concentration of our mortgage insurance business among a
relatively small number of large customers;
-- disruption in the servicing of mortgages covered by our insurance
policies;
-- the aging of our mortgage insurance portfolio and changes in severity
or frequency of losses associated with certain of our products that
are riskier than traditional mortgage insurance or financial guaranty
insurance policies;
-- the performance of our insured portfolio of higher risk loans, such as
Alternative-A ("Alt-A") and subprime loans, and of adjustable rate
products, such as adjustable rate mortgages and interest-only
mortgages, which have resulted in increased losses and are expected to
result in further losses;
-- reduced opportunities for loss mitigation in markets where housing
values do not appreciate or continue to decline;
-- changes in persistency rates of our mortgage insurance policies;
-- an increase in the risk profile of our existing mortgage insurance
portfolio due to mortgage refinancing in the current housing market;
-- further downgrades or threatened downgrades of, or other ratings
actions with respect to, our credit ratings or the ratings assigned by
the major rating agencies to any of our rated insurance subsidiaries
at any time (in particular, the credit rating of Radian Group Inc. and
the financial strength ratings assigned to Radian Guaranty Inc.);
-- heightened competition for our mortgage insurance business from others
such as the Federal Housing Administration and the Veterans'
Administration or other private mortgage insurers (in particular those
that have been assigned higher ratings from the major rating
agencies);
-- changes in the charters or business practices of Federal National
Mortgage Association ("Fannie Mae") and Freddie Mac, the largest
purchasers of mortgage loans that we insure, and our ability to remain
an eligible provider to both Freddie Mac and Fannie Mae;
-- the application of existing federal or state consumer, lending,
insurance, securities and other applicable laws and regulations, or
changes in these laws and regulations or the way they are interpreted;
including, without limitation: (i) the outcome of existing
investigations or the possibility of private lawsuits or other formal
investigations by state insurance departments and state attorneys
general alleging that services offered by the mortgage insurance
industry, such as captive reinsurance, pool insurance and contract
underwriting, are violative of the Real Estate Settlement Procedures
Act and/or similar state regulations, (ii) legislative and regulatory
changes affecting demand for private mortgage insurance, or (iii)
legislation or regulatory changes limiting or restricting our use of
(or requirements for) additional capital, the products we may offer,
the form in which we may execute the credit protection we provide or
the aggregate notional amount of any product we may offer for any one
transaction or in the aggregate;
-- the possibility that we may fail to estimate accurately the
likelihood, magnitude and timing of losses in connection with
establishing loss reserves for our mortgage insurance or financial
guaranty businesses or premium deficiencies for our mortgage insurance
businesses, or to estimate accurately the fair value amounts of
derivative contracts in our mortgage insurance and financial guaranty
businesses in determining gains and losses on these contracts;
-- the ability of our primary insurance customers in our financial
guaranty reinsurance business to provide appropriate surveillance and
to mitigate losses adequately with respect to our assumed insurance
portfolio; and the significant concentration of our financial guaranty
reinsurance business in customers under common control;
-- volatility in our earnings caused by changes in the fair value of our
derivative instruments and our need to reevaluate the premium
deficiency in our mortgage insurance business on a quarterly basis;
-- changes in accounting guidance from the Securities and Exchange
Commission or the Financial Accounting Standards Board;
-- legal and other limitations on amounts we may receive from our
subsidiaries as dividends or through our tax- and expense-sharing
arrangements with our subsidiaries; and
-- our investment in, and other arrangements with, Sherman Financial
Group LLC, which could be negatively affected in the current credit
environment if Sherman is unable to maintain sufficient sources of
funding for its business activities or remain in compliance with its
credit facilities.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should review the risks described under Item 1A, "Risk Factors" under our Annual Report on Form 10-K for the year ended December 31, 2008, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and subsequent reports and registration statements filed from time to time with the Securities and Exchange Commission.
Radian Group Inc.
CONTACT: Emily Riley, +1-215-231-1035, emily.riley@radian.biz
Web Site: http://www.radian.biz/
LoJack Corporation Reports Third Quarter 2009 Results- Domestic Business Continues to Reflect Positive Sequential Trends; International Business Stabilizes - GAAP Net Loss Reflects $14.6 Million One-Time After Tax Impact of China Settlement - GAAP Loss of $0.78 Per Share; Pro Forma Earnings of $0.07 Per Share
WESTWOOD, Mass., Nov. 4 /PRNewswire-FirstCall/ -- LoJack Corporation reported today the results for the third quarter ended September 30, 2009. Revenue declined 32% to $36.1 million, from $52.9 million in the same quarter a year ago.
(Logo: http://www.newscom.com/cgi-bin/prnh/20080512/NEM054LOGO )
On a GAAP basis, the company's operating expenses and operating loss reflect the impact of one-time charges of approximately $19.9 million related to the comprehensive agreement to settle all pending disputes with the company's former licensee in China, as well as associated expenses. GAAP net loss and loss per diluted share reflect an after tax impact of approximately $14.6 million or $0.85 per diluted share related to the one-time charges.
In announcing the results, Ronald V. Waters, President and Chief Executive Officer said, "Despite unit volume and revenue declines compared to the prior year, we continue to see sequential quarter over quarter improvement in our domestic business and stabilization of our international business. Our operating performance this quarter continues to reflect our effective management of operations and alignment of our cost structure to the current size of the business.
"Domestic unit volume and revenue for the third quarter increased sequentially from the second quarter of this year, benefiting from the 'cash for clunkers' program and reflecting improving conditions in the U.S. auto market. However, we do have some concern about our domestic unit volume moderating in the fourth quarter as a result of increasingly tight consumer credit and rising unemployment. Despite these challenges, we remain poised to take advantage of the anticipated increases in new vehicle sales, which industry experts estimate will grow from approximately 10.2 million for 2009 to 11.5 million units for 2010.
"Our international unit volume for the third quarter was consistent with the second quarter of this year, despite the impact of local economic and political issues with certain of our licensees in Latin America. Our international business has stabilized and we expect strengthening of unit volume for the fourth quarter.
"We continue to invest in our strategic programs for long term growth, which include launching our next generation stolen vehicle recovery technology, expanding into additional countries and expanding LoJack SafetyNet, our solution for people with Alzheimer's and autism.
"We are committed to maintaining a solid financial position and continue to expect to sustain healthy margins and deliver significant operating cash flow for the year, excluding the settlement payments to the former licensee in China and the associated expenses. We have maintained a strong balance sheet and believe that we have sufficient liquidity to effectively manage our day to day business."
Domestic revenue in the third quarter declined 22% to $23.7 million, from $30.3 million for the same quarter of the last year, on a 28% reduction in unit volume.
International revenue in the third quarter declined 48% to $9.1 million, from $17.7 million in the same quarter of the prior year, attributable to a 50% decline in unit volume.
Boomerang Tracking had revenue of $3.3 million compared to $4.9 million for the same quarter in 2008. The impact of the devaluation of the Canadian dollar negatively affected revenue by $0.2 million, or 5%.
Gross margin dollars for the third quarter declined 28% to $20.6 million from the same quarter last year. Gross margin as a percentage of revenue was 57%, compared to 54% in the prior year, reflecting efficiency gains in our domestic operations and a $0.5 million sales tax refund in the quarter related to Boomerang Tracking.
The GAAP operating loss for the third quarter of 2009 was $20.3 million, compared to an operating loss of $33.2 million in the same quarter a year ago. The GAAP net loss attributable to LoJack Corporation for the third quarter of 2009 was $13.4 million, compared to a net loss of $34.7 million in the same quarter a year ago. The operating loss and net loss for the third quarter of 2009 reflect the impact of the one-time charges described above. The operating loss and net loss for the third quarter of 2008 reflect the impact of approximately $38.1 million related to the impairment of goodwill and intangible assets of the Boomerang Tracking business.
The pro forma operating loss for the third quarter of 2009, which excludes the items identified in Table 1, was $0.4 million, compared to pro forma operating income of $4.9 million in the same quarter last year. Pro forma net income for the third quarter of 2009, which excludes the items noted in Table 2, was $1.2 million or $0.07 per diluted share, compared to pro forma net income of $3.6 million in the same quarter a year ago. Pro forma net income for the third quarter of this year includes severance costs of approximately $1.4 million related to the workforce reduction in the quarter.
During the third quarter net cash used by operations was $13.6 million. Excluding the impact of the China settlement and related expenses, the company generated $5.4 million of positive operating cash flow for the quarter. In accordance with the Waiver Agreement with the company's lending institutions, approximately $17 million has been classified as restricted cash at the end of the quarter. The remaining unrestricted cash balance at the end of the quarter was $16.7 million which is sufficient to support the ongoing operations of the company.
During the third quarter of 2009, the company did not repurchase any shares. As of September 30, 2009, the company had an outstanding authority to repurchase 1,681,778 shares.
About LoJack
LoJack Corporation, the company that invented the stolen vehicle recovery market more than two decades ago, is the global leader in finding and recovering a wide range of mobile assets including cars, construction equipment and motorcycles - having recovered more than $5 billion USD in stolen assets worldwide. In today's rapidly changing world, LoJack's core competencies are more valuable and more relevant than ever as they are now being applied into new areas, such as the prevention, detection and recovery of stolen cargo and finding and rescuing people with cognitive disorders such as Alzheimer's and autism. LoJack has the proven processes, ultimate technology for recovery - Radio Frequency - and unique integration with law enforcement agencies, making its offerings the most effective solutions that not only deliver a wide range of recoveries, but also enhance the safety of the public on a global level. LoJack's Stolen Vehicle Recovery System operates in 27 states and the District of Columbia, and in more than 30 countries throughout North America, South America, Europe, Africa and Asia. For more information, visit http://www.lojack.com/.
To access the webcast of the company's conference call to be held at 9:00 AM ET, Wednesday, November 4, 2009, log onto http://www.lojack.com/ (click "About Us," "Investor Relations," and then click "Quarterly Results Conference Call Webcast"). An archive of the webcast will be available through http://www.lojack.com/ until superseded by the next quarter's earnings release and related webcast.
From time to time, information provided by the company or statements made by its employees may contain "forward-looking" information, which involve risks and uncertainties. Any statements in this news release that are not statements of historical fact are forward-looking statements (including, but not limited to, statements concerning the characteristics and growth of the company's market and customers, the company's objectives and plans for future operations and products and the company's expected liquidity and capital resources). Such forward-looking statements are based on a number of assumptions and involve a number of risks and uncertainties, and accordingly, actual results could differ materially. Factors that may cause such differences include, but are not limited to: the continued and future acceptance of the company's products and services; the company's ability to obtain financing from lenders; the effectiveness of the company's marketing initiatives; the rate of growth in the industries of the company's customers; the presence of competitors with greater technical, marketing, and financial resources; the company's customers' ability to access the credit markets; the company's ability to promptly and effectively respond to technological change to meet evolving customer needs; the company's ability to successfully expand its operations; the outcome of the ongoing litigation involving the company; and changes in general economic or geopolitical conditions. For a further discussion of these and other significant factors to consider in connection with forward-looking statements concerning the company, reference is made to the company's Annual Report on Form 10-K for the year ended December 31, 2008.
The company undertakes no obligation to release publicly the result of any revision to the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Use of Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release also contains non-GAAP financial measures of operating income (loss), net income (loss) attributable to LoJack Corporation, earnings (loss) per diluted share attributable to LoJack Corporation and net cash (used in) provided by operations. The company believes that the inclusion of these non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of growth in the company's core operating results, and can also help investors who wish to make comparisons between LoJack and other companies on both a GAAP and a non-GAAP basis. The non-GAAP measures used in this release exclude (i) the China litigation settlement and associated charges discussed above; (ii) the non-cash goodwill and intangible assets impairment charge; and (iii) the non-cash fair market adjustment of our investment in Supply Chain Integrity. LoJack management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods and to the performance of our competitors. These measures also are used by management to aid their financial and operating decision making.
The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this press release may be different from, and therefore may not be comparable to, similar measures used by other companies. Reconciliations of the non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures are set forth in the text of, and the accompanying tables to, this press release.
LoJack Corporation and Subsidiaries
Condensed Consolidated Statement of Operations
(in millions, except share and per share amounts)
Three Months Ended September 30,
2009 2008
(unaudited)
Revenue $36.1 $52.9
Cost of goods sold 15.5 24.2
Gross margin 20.6 28.7
Costs and expenses:
Product development 1.9 1.8
Sales and marketing 8.7 12.1
General and administrative 10.6 8.2
Legal settlement 18.3 --
Depreciation and amortization 1.4 1.7
Impairment of goodwill and intangible assets -- 38.1
Total 40.9 61.9
Operating loss (20.3) (33.2)
Other income (expense):
Interest income 0.5 0.5
Interest expense (0.1) (0.3)
Other, net 0.2 (1.2)
Total 0.6 (1.0)
Loss before (benefit) provision for income
taxes and net loss of noncontrolling
interest (19.7) (34.2)
(Benefit) provision for income taxes (6.1) 0.6
Net loss (13.6) (34.8)
Less: Net loss attributable to the
noncontrolling interest (0.2) (0.1)
Net loss attributable
to LoJack Corporation $(13.4) $(34.7)
Diluted loss per share attributable to
LoJack Corporation $(0.78) $(2.05)
Weighted average diluted common
shares outstanding 17,228,083 16,897,702
LoJack Corporation and Subsidiaries
Condensed Consolidated Statement of Operations
(in millions, except share and per share amounts)
Nine Months Ended September 30,
2009 2008
(unaudited)
Revenue $99.4 $150.4
Cost of goods sold 46.6 70.6
Gross margin 52.8 79.8
Costs and expenses:
Product development 5.3 5.4
Sales and marketing 24.3 36.4
General and administrative 28.6 24.4
Legal settlement 18.3 --
Depreciation and amortization 4.8 5.5
Impairment of goodwill and intangible assets 14.0 38.1
Total 95.3 109.8
Operating loss (42.5) (30.0)
Other income (expense):
Interest income 1.1 1.6
Interest expense (0.3) (1.0)
Equity loss in affiliate -- (1.2)
Other, net 0.6 (0.9)
Total 1.4 (1.5)
Loss before (benefit) provision for income
taxes and net loss of noncontrolling
interest (41.1) (31.5)
(Benefit) provision for income taxes (8.2) 1.3
Net loss (32.9) (32.8)
Less: Net loss attributable to the
noncontrolling interest (0.5) (0.1)
Net loss attributable to LoJack
Corporation $(32.4) $(32.7)
Diluted loss per share attributable to
LoJack Corporation $(1.89) $(1.88)
Weighted average diluted common
shares outstanding 17,148,463 17,419,727
LoJack Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions, except share and per share amounts)
September 30, 2009 December 31, 2008
(unaudited) (audited)
Assets
Current Assets:
Cash and cash equivalents $16.7 $57.9
Restricted Cash 17.0 --
Marketable securities at fair value 1.9 4.2
Accounts receivable, net 35.2 43.0
Inventories 12.6 14.8
Prepaid and other expenses 3.7 4.4
Prepaid income taxes 9.1 3.6
Deferred income taxes 6.1 6.3
Total current assets 102.3 134.2
Property and equipment, net 21.0 21.7
Deferred income taxes 9.1 9.5
Intangible assets, net 0.8 1.5
Goodwill 1.7 14.6
Other assets, net 14.8 14.4
Total assets $149.7 $195.9
Liabilities and stockholders' equity
Current Liabilities:
Current portion of long-term debt $14.5 $2.4
Accounts payable 4.4 6.5
Accrued and other liabilities 9.2 7.0
Current portion of deferred revenue 24.4 24.2
Deferred income taxes -- --
Accrued compensation 4.6 7.1
Total current liabilities 57.1 47.2
Long term debt, net of current portion -- 21.3
Deferred revenue, net of current portion 35.7 39.0
Deferred income taxes 0.2 0.3
Other accrued liabilities 0.9 1.5
Accrued compensation 2.2 2.2
Total liabilities 96.1 111.5
Commitments and Contingent Liabilities
Stockholders' equity:
Common stock 0.2 0.2
Additional paid-in capital 17.2 14.8
Accumulated other comprehensive income 7.9 8.2
Retained earnings 28.3 60.7
Total LoJack Corporation and
Subsidiaries stockholders' equity 53.6 83.9
Noncontrolling interest in subsidiary -- 0.5
Total equity 53.6 84.4
Total liabilities and stockholders'
equity $149.7 $195.9
Table 1 - Items Affecting Operating Income (Loss) Comparability
GAAP to Pro Forma Reconciliation - Operating Income (Loss)
(in millions)
Three Months ended Three Months ended
September 30, 2009 September 30, 2008
$ $
Operating loss, as reported $(20.3) $(33.2)
Legal settlement and associated
charges 19.9 --
Impairment of goodwill and
intangible assets -- 38.1
Pro forma operating (loss) income $(0.4) $4.9
Nine Months ended Nine Months ended
September 30, 2009 September 30, 2008
$ $
Operating loss, as reported $(42.5) $(30.0)
Legal settlement and
associated charges 21.3 --
Impairment of goodwill
and intangible assets 14.0 38.1
Pro forma operating (loss) income $(7.2) $8.1
Table 2 - Items Affecting Net Income (Loss) and Fully Diluted Earnings
(Loss) per Share Comparability
GAAP to Pro Forma Reconciliation
(in millions, except per share amount)
Three Months ended Three Months ended
September 30,2009 September 30, 2008
$ EPS $ EPS
Impact Impact
Net loss attributable to
LoJack Corporation, as
reported $(13.4) $(0.78) $(34.7) $(2.05)
Reversal of Supply Chain
Integrity deferred
tax asset -- -- 0.6 0.03
Legal settlement and
associated charges 14.6 0.85 -- --
Impairment of goodwill
and intangible assets -- -- 37.7 2.23
Pro forma net income
attributable to LoJack
Corporation, as reported $1.2 $0.07 $3.6 $0.21
Nine Months ended Nine Months ended
September 30, 2009 September 30, 2008
$ EPS $ EPS
Impact Impact
Net loss attributable to
LoJack Corporation, as
reported $(32.4) $(1.89) $(32.7) $(1.88)
Reversal of Supply Chain
Integrity deferred
tax asset 0.6 0.03
Supply Chain Integrity
fair value adjustment -- -- 0.6 0.03
Impairment of goodwill
and intangible assets 14.0 0.82 37.7 2.17
Legal Settlement and
associated charges 15.8 0.92 -- --
Pro Forma net (loss)
income attributable to
LoJack Corporation, as
reported $( 2.6) $(0.15) $6.2 $0.35
Table 3 - Items Affecting Net Cash (Used In) Provided by Operations
GAAP to Pro Forma Reconciliation
(in millions, except per share amount)
Three Months ended
September 30, 2009
$
Net cash used in operating activities ($13.6)
Cash paid for legal settlement and associated charges 19.0
Pro forma net cash provided by operating activities $5.4
NOTE: The full text of this news release can be accessed for 30 days at http://www.prnewswire.com/. This news release as well as current financial statements may also be accessed on the Internet at http://www.lojack.com/. Each quarter's release is archived on the LoJack website under "Investor Relations" during the fiscal year (click "About Us ", then, click "Investor Relations", click "Quarterly Financial Releases"). The company's Annual Report, Form 10-Q and Form 10-K filings are also available on its website. Copies of the company's financial information, including news releases, may also be obtained by contacting Swanson Communications, Inc. at (217) 285-4967.
Contact:
Paul McMahon
Vice President
Corporate and Marketing Communications
(781) 251-4130
John Swanson
Swanson Communications, Inc.
(217) 285-4967
Photo: http://www.newscom.com/cgi-bin/prnh/20080512/NEM054LOGO http://photoarchive.ap.org/ PRN Photo Desk, photodesk@prnewswire.com
LoJack Corporation
CONTACT: Paul McMahon, Vice President, Corporate and Marketing Communications, LoJack, +1-781-251-4130, or John Swanson, Swanson Communications, Inc. for LoJack, +1-217-285-4967
Web Site: http://www.lojack.com/
AEterna Zentaris to Announce Third Quarter 2009 Financial and Operating Results on November 11, 2009
QUEBEC CITY, Nov. 4 /PRNewswire-FirstCall/ -- AEterna Zentaris Inc. (the "Company"), a global biopharmaceutical company focused on endocrine therapy and oncology, will announce its third quarter 2009 financial and operating results before market open on Wednesday, November 11, 2009. The Company will host a conference call and webcast to discuss these results later that same day at 10:00 a.m., Eastern Time.
Participants may access the live webcast via the Company's website at http://www.aezsinc.com/ in the "Investors" section, or by telephone using the following numbers: 877-974-0453, 416-644-3431, or 514-227-8860. A replay of the webcast will also be available on the Company's website for a period of 30 days.
About AEterna Zentaris Inc.
AEterna Zentaris Inc. is a global biopharmaceutical company focused on endocrine therapy and oncology with proven expertise in drug discovery, development and commercialization. News releases and additional information are available at http://www.aezsinc.com/.
AETERNA ZENTARIS INC.
CONTACT: Investor Relations: Ginette Vallieres, Investor Relations Coordinator, (418) 652-8525, ext. 265, gvallieres@aezsinc.com; Media Relations: Paul Burroughs, Director of Communications, (418) 652-8525, ext. 406, pburroughs@aezsinc.com
Third Quarter Financial Results for Boralex Power Income Fund
MONTREAL, Nov. 4 /PRNewswire-FirstCall/ -- For its third quarter 2009, Boralex Power Income Fund (the "Fund") reported lower revenue from energy sales and earnings before interest, taxes, depreciation and amortization ("EBITDA") compared to the same quarter in 2008, primarily due to the fact that the Dolbeau power station was shut down. However, the decrease was largely offset by higher power generation by hydroelectric facilities in the United States and by the wood-residue power station in Senneterre.
The Fund reported $19.9 million in revenue from energy sales in the third quarter of 2009, compared to $23.5 million in the third quarter of 2008. EBITDA amounted to $9.7 million in the third quarter, versus $10.1 million in the corresponding period in 2008. The $3.6 million revenue shortfall stems in large part, as mentioned above, from the shutdown of electricity and steam production at Dolbeau throughout the quarter. These adverse items were partially offset by additional revenue of $1.4 million related to higher production levels at the hydroelectric power stations in the United States and at Senneterre. The Fund closed the third quarter of fiscal 2009 with a net loss of $0.7 million ($0.01 per trust unit), compared to net earnings of $2.8 million ($0.05 per trust unit) for the same period in 2008.
Revenue in the hydroelectric segment rose 9% to $10.6 million, versus $9.7 million for the same period in 2008. EBITDA grew 11% to $8.9 million in the third quarter of 2009. Revenue from this segment accounts for 53% of consolidated revenue for the quarter, whereas in the third quarter of 2008, revenue from this segment accounted for 41% of the Fund's consolidated revenue. Total production was up 24% over the historical average.
Wood residue thermal power stations reported revenue of $2.9 million in the third quarter of 2009, down $3.5 million from the same period in 2008. This segment reported a loss before interest, taxes, depreciation and amortization of $0.3 million compared to no loss or gain in the third quarter of 2008. These results stem mainly from the generally good performance as a result of increased production and selling prices at Senneterre, and the shutdown of power and steam production at Dolbeau for the entire quarter caused by wood-residue sourcing difficulties and the indefinite shutdown of the AbitibiBowater ("ABI") pulp and paper mill to which the Fund supplied steam.
The Fund has come to an agreement in principle with ABI to temporarily operate the Dolbeau power plant, from November 15, 2009 to April 15, 2010.
The Kingsey Falls natural gas cogeneration plant reported revenues of $6.3 million and EBITDA of $2.8 million, down $1.1 million and $1.0 million respectively versus the same period in 2008. These decreases are due to a 30% drop in the average price of steam, as a result of its indexation to oil prices.
Finally, taking into account the net change in non-cash working capital balances, cash flows related to operating activities amounted to $7.6 million in the third quarter of 2009, compared to $8.9 million for the same quarter in 2008. Accordingly, the Fund had a very satisfactory cash balance of $16.8 million as at September 30, 2009.
About Boralex Power Income Fund
Boralex Power Income Fund (the "Fund") is an unincorporated open-ended trust that indirectly owns ten power generating stations located in the province of Quebec and in the United States producing energy from different sources including wood-residue or natural gas thermal and cogenerating facilities as well as hydroelectric power stations. In total, these power stations have an installed capacity of 190 MW. The Fund's units are listed on the Toronto Stock Exchange ("TSX") under the symbol BPT.UN.
Certain statements in this release, including statements regarding future results and performance, are forward-looking statements based on current expectations. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions on market and industry, increases in raw material costs, changes in the relative values of certain currencies, fluctuations in selling prices, and other factors listed in the Company's filings with different securities commissions.
The summarized financial statements included in this press release also contain certain financial measurements that are not recognized as Generally Accepted Accounting Principles of Canada (GAAP). To assess the operating performance of its assets and reporting segments, the Fund uses earnings before interest, taxes, depreciation and amortization (EBITDA) and cash flows from operations as performance measurements. These measures are not defined under GAAP and do not have a standardized definition prescribed by GAAP. Therefore, they may not be comparable to similar measures presented by other companies. EBITDA is defined in the summarized financial statements included with this press release. Cash flows from operations corresponds to cash flows from operating activities before changes in non-cash working capital items as disclosed in the consolidated statements of cash flows attached in this press release.
Notice to Unitholders
These interim consolidated financial statements as at September 30, 2009 and 2008 have not been reviewed by our auditors Ernst & Young LLP. The financial statements are the responsibility of the Manager of Boralex Power Income Fund, and have been reviewed and approved by Boralex Power Trust's trustees and the members of its Audit Committee.
The following financial information was extracted from the interim consolidated financial statements of Boralex Power Income Fund (the "Fund"). The complete interim financial statements were prepared in accordance with Canadian generally accepted accounting principles. They are available on the Fund's website (http://www.boralex.com/trust) and filed with SEDAR.
Consolidated Balance Sheets
As at As at
September 30, December 31,
(in thousands of dollars) (unaudited) 2009 2008
-------------------------------------------------------------------------
Assets
Current assets
Cash and cash equivalents 16,773 18,846
Accounts receivable 18,150 17,610
Income taxes receivable 356 -
Inventories 2,720 2,953
Prepaid expenses 628 945
---------------------------
38,627 40,354
---------------------------
Property, plant and equipment 347,567 376,316
Intangible assets 56,715 66,990
Other long-term assets 6,534 5,552
---------------------------
449,443 489,212
---------------------------
Liabilities and unitholders' equity
Current liabilities
Short-term revolving credit facility 500 -
Accounts payable and accrued liabilities 16,142 13,985
Income taxes payable - 400
Distributions payable to unitholders 3,446 3,446
Current portion of obligation under
capital lease - 20
---------------------------
20,088 17,851
---------------------------
Future income tax liabilities 41,529 43,280
Fair value of derivative financial instruments - 233
Long-term debt 108,924 119,191
Long-term lease accruals 2,730 2,773
---------------------------
173,271 183,328
---------------------------
Unitholders' equity
Capital contribution 422,174 422,174
Capital contribution - exchangeable
Class B units 112,867 112,867
Deficit (240,951) (220,137)
Accumulated other comprehensive loss (17,918) (9,020)
---------------------------
276,172 305,884
---------------------------
449,443 489,212
-------------------------------------------------------------------------
Consolidated Statements of Earnings
(in thousands of For the
dollars, except For the quarters nine-month periods
per unit amounts) ended September 30, ended September 30,
(unaudited) 2009 2008 2009 2008
-------------------------------------------------------------------------
Revenues 19,879 23,541 77,132 83,368
-----------------------------------------------------
Expenses
Operating 9,339 12,666 35,359 35,218
Administrative 830 733 2,293 2,893
-----------------------------------------------------
10,169 13,399 37,652 38,111
-----------------------------------------------------
Operating income
before amortization 9,710 10,142 39,480 45,257
Amortization of
property, plant
and equipment 4,926 4,705 15,013 13,961
Amortization of
intangible assets 1,443 1,579 5,210 5,550
-----------------------------------------------------
Operating income 3,341 3,858 19,257 25,746
Financing costs, net 1,907 1,840 5,783 5,416
Foreign exchange
loss (gain) 1,945 (512) 1,809 (2,127)
-----------------------------------------------------
Earnings (loss)
before income taxes (511) 2,530 11,665 22,457
Income taxes
(recovery) 198 (278) 1,468 (838)
-----------------------------------------------------
Net earnings (loss)
for the period (709) 2,808 10,197 23,295
-----------------------------------------------------
Basic and diluted
net earnings
(loss) per trust
unit (in dollars) (0.01) 0.05 0.17 0.39
-----------------------------------------------------
Weighted average
number of trust
units outstanding 59,067,992 59,067,992 59,067,992 59,067,992
-------------------------------------------------------------------------
Consolidated Statements of Deficit
For the
nine-month periods
ended September 30,
(in thousands of dollars) (unaudited) 2009 2008
-------------------------------------------------------------------------
Deficit - beginning of period (220,137) (170,982)
Net earnings for the period 10,197 23,295
Distributions to unitholders (31,011) (32,979)
---------------------------
Deficit - end of period (240,951) (180,666)
-------------------------------------------------------------------------
Consolidated Statements of Comprehensive Income (Loss)
For the
(in thousands For the quarters nine-month periods
of dollars) ended September 30, ended September 30,
(unaudited) 2009 2008 2009 2008
-------------------------------------------------------------------------
Net earnings (loss)
for the period (709) 2,808 10,197 23,295
Other comprehensive
income (loss):
Translation
adjustments
Unrealized foreign
exchange gains
(losses) on
translation of
financial
statements of
self-sustaining
foreign operations (6,753) 3,419 (11,428) 5,944
Reclassification of
accumulated
foreign exchange
losses on
translation of
financial
statements of
self-sustaining
foreign operations
following a
reduction in net
investment 2,096 67 2,194 81
Future income taxes (521) 234 (845) 409
Hedging of net
investment in
self-sustaining
foreign operations
Change in fair
value of
derivatives
designated as
hedges of net
investment in
self-sustaining
foreign operations 906 (151) 1,564 (234)
Hedging instruments
realized and
recognized in net
earnings (177) (568) (388) (2,474)
-----------------------------------------------------
(4,449) 3,001 (8,903) 3,726
-----------------------------------------------------
Comprehensive
income (loss) for
the period (5,158) 5,809 1,294 27,021
-------------------------------------------------------------------------
Consolidated Statements of Cash Flows
For the
(in thousands of For the quarters nine-month periods
dollars) ended September 30, ended September 30,
(unaudited) 2009 2008 2009 2008
-------------------------------------------------------------------------
Operating activities
Net earnings (loss)
for the period (709) 2,808 10,197 23,295
Items not affecting
cash:
Amortization of
property, plant
and equipment 4,926 4,705 15,013 13,961
Amortization of
intangible assets 1,443 1,579 5,210 5,550
Amortization of
deferred
financing costs 89 79 297 248
Long-term lease
accruals 103 100 329 296
Future income
taxes (211) 302 (1,481) (2,509)
Realized currency
translation
adjustments 2,096 67 2,194 81
Other 49 (1) 48 114
-----------------------------------------------------
7,786 9,639 31,807 41,036
Net change in
non-cash working
capital balances (233) (738) 1,304 2,936
-----------------------------------------------------
Cash flows related
to operating
activities 7,553 8,901 33,111 43,972
-----------------------------------------------------
Investing activities
Additions to
property, plant
and equipment (427) (983) (1,479) (2,205)
Acquisition of
other assets (248) (15) (274) (86)
Other - 23 - (2)
-----------------------------------------------------
Cash flows related
to investing
activities (675) (975) (1,753) (2,293)
-----------------------------------------------------
Financing activities
Net change in
short-term
revolving credit
facility (1,900) 1,200 500 500
Repayment of capital
lease obligation - (58) (20) (174)
Distributions paid
to unitholders (10,337) (10,337) (31,011) (33,964)
Proceeds from sale
of options on
foreign exchange
forward contracts - 112 - 449
-----------------------------------------------------
Cash flows related
to financing
activities (12,237) (9,083) (30,531) (33,189)
-----------------------------------------------------
Translation
adjustments on cash
and cash
equivalents (1,784) 708 (2,900) 1,108
-----------------------------------------------------
Net change in cash
and cash
equivalents during
the period (7,143) (449) (2,073) 9,598
Cash and cash
equivalents -
beginning of period 23,916 20,787 18,846 10,740
-----------------------------------------------------
Cash and cash
equivalents - end
of period 16,773 20,338 16,773 20,338
-----------------------------------------------------
Supplemental
information
Interest paid 2,432 2,347 6,324 5,863
Income taxes paid 2,139 144 3,791 1,216
-------------------------------------------------------------------------
Segmented information
The Fund's power stations are grouped into three distinct segments-hydroelectric power, wood-residue thermal power and natural gas thermal power-and are engaged mainly in power generation. The classification of these segments is based on the different cost structures relating to each type of power station. The Fund allocates its revenues by geographical region based on the point of delivery of the power.
The Fund analyzes the performance of its operating segments based on earnings before interest, taxes, depreciation and amortization ("EBITDA"). EBITDA is not a measure of performance defined under Canadian GAAP; however, management uses this measure to assess the operating performance of its reportable segments. Results for each segment are presented on the same basis as those of the Fund. In the consolidated statement of earnings, EBITDA is represented by operating income before amortization.
The following table reconciles EBITDA with net earnings or net loss:
For the
For the quarters nine-month periods
ended September 30, ended September 30,
2009 2008 2009 2008
-------------------------------------------------------------------------
Net earnings (loss) (709) 2,808 10,197 23,295
Income taxes (recovery) 198 (278) 1,468 (838)
Foreign exchange
loss (gain) 1,945 (512) 1,809 (2,127)
Financing costs, net 1,907 1,840 5,783 5,416
Amortization of
intangible assets 1,443 1,579 5,210 5,550
Amortization of
property, plant and
equipment 4,926 4,705 15,013 13,961
-----------------------------------------------------
EBITDA 9,710 10,142 39,480 45,257
-------------------------------------------------------------------------
Information by operating segment
For the
For the quarters nine-month periods
ended September 30, ended September 30,
2009 2008 2009 2008
-------------------------------------------------------------------------
PRODUCTION (in MWh)
Hydroelectric power
stations 122,079 118,071 406,397 401,654
Wood-residue thermal
power stations 53,700 46,636 175,928 209,834
Natural gas thermal
power station 47,570 45,489 154,561 151,333
-----------------------------------------------------
223,349 210,196 736,886 762,821
-------------------------------------------------------------------------
REVENUES
Hydroelectric power
stations 10,619 9,698 38,233 34,314
Wood-residue thermal
power stations 2,928 6,402 18,545 25,454
Natural gas thermal
power station 6,332 7,441 20,354 23,600
-----------------------------------------------------
19,879 23,541 77,132 83,368
-------------------------------------------------------------------------
EBITDA
Hydroelectric power
stations 8,942 7,962 32,915 29,170
Wood-residue thermal
power stations (319) (8) 2,540 8,425
Natural gas thermal
power station 2,777 3,750 8,933 12,532
Corporate and
eliminations (1,690) (1,562) (4,908) (4,870)
-----------------------------------------------------
9,710 10,142 39,480 45,257
-------------------------------------------------------------------------
ADDITIONS TO
PROPERTY, PLANT
AND EQUIPMENT
Hydroelectric power
stations 400 52 1,308 321
Wood-residue thermal
power stations - 13 106 844
Natural gas thermal
power station 27 918 65 1,040
-----------------------------------------------------
427 983 1,479 2,205
-------------------------------------------------------------------------
As at As at
September 30, December 31,
2009 2008
-------------------------------------------------------------------------
ASSETS
Hydroelectric power stations 271,532 295,182
Wood-residue thermal power stations 144,853 149,868
Natural gas thermal power station 36,518 42,043
Corporate and eliminations (3,460) 2,119
---------------------------
449,443 489,212
-------------------------------------------------------------------------
BORALEX POWER INCOME FUND
CONTACT: Ms. Sophie Paquet, Communications Advisor, Boralex Inc., (514) 985-1353, sophie.paquet@boralex.com
Gasco Energy Invites You to Join Its Third Quarter 2009 Results Conference Call
DENVER, Oct. 21 /PRNewswire-FirstCall/ -- Gasco Energy, Inc. (NYSE Amex: GSX) today announced a conference call with investors, analysts and other interested parties that is scheduled for 11:00 a.m. EST on Wednesday, November 4, 2009 to discuss third quarter 2009 financial and operating results. Gasco anticipates releasing its financial and operating results prior to the conference call. You are invited to listen to the call which will be broadcast live over the Internet at http://www.videonewswire.com/event.asp?id=63332
Date: Wednesday, November 4, 2009
Time: 11:00 a.m. EST
10:00 a.m. CST
9:00 a.m. MST
8:00 a.m. PST
Call: (866) 392-4171 (US/Canada) and (706) 634-6345 (International),
Passcode / Conference ID #: 37293242
Internet: Live and rebroadcast over the Internet: log on to
http://www.videonewswire.com/event.asp?id=63332 or to
http://www.gascoenergy.com/
Replay: Available through Tuesday, November 10, 2009 at (800) 642-1687
(US/Canada) and (706) 645-9291 (International) using passcode
37293242 and for 30 days at http://www.gascoenergy.com/
About Gasco Energy
Denver-based Gasco Energy, Inc. is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region. Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Gasco currently focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations. To learn more, visit http://www.gascoenergy.com/.
Audio: http://www.videonewswire.com/event.asp?id=63332
Gasco Energy, Inc.
CONTACT: Investor Relations of Gasco Energy, Inc., +1-303-483-0044
Web Site: http://www.gascoenergy.com/
SABMiller and Molson Coors Report Double-Digit Quarterly Earnings Growth for MillerCoorsBrewer Delivers Strong Underlying Profit Growth Despite Challenging Economic and Industry Conditions
LONDON and DENVER, Nov. 4 /PRNewswire-FirstCall/ -- Driven by strong revenue growth, cost management and continued synergy delivery, SABMiller plc (SAB.L) and Molson Coors Brewing Company (NYSE: TAP; TSX) today reported double-digit profit growth for MillerCoors for the quarter ended September 30, 2009.
"We are delivering our synergies, controlling costs and managing revenue for sustainable profit growth," said MillerCoors CEO Leo Kiely. "In this challenging economic environment, we're also realizing the benefit of a well balanced portfolio that offers consumers choice and variety in all segments."
Key operating results for the third quarter are compared to the prior year quarter and include MillerCoors operations in the U.S. and Puerto Rico.
THIRD QUARTER HIGHLIGHTS
(All amounts are in U.S. dollars and calculated in accordance with U.S. GAAP, unless otherwise indicated.)
-- Underlying net income attributable to MillerCoors, excluding special
items, increased 28.1% to $244.4 million versus the prior year
comparable quarter
-- Total net revenue increased 3.1% to $2.01 billion
-- Domestic net revenue per barrel increased 3.7%
-- Cost of goods sold (COGS) per barrel increased 3.5%
-- $73 million delivered in cost synergies versus the prior year
comparable quarter, bringing year-to-date synergy total to $183
million and cumulative synergies since July 1, 2008, to $211 million
-- Marketing, general and administrative costs decreased 4.5%
MillerCoors domestic sales-to-retailers (STRs) were down 1.3 percent due to a slight decline in premium light volumes and continued softness in above premium and premium brands. Domestic sales-to-wholesalers (STWs) fell 0.7 percent, primarily driven by lower retail sales.
Pricing remained strong in the third quarter, as domestic net revenue per barrel, excluding contract brewing and company-owned distributor sales, increased 3.7 percent driven by sustained price increases taken in the fall of 2008 and reductions in discount activity.
Premium light brand volumes (Miller Lite, Coors Light, MGD 64) were down low-single digits largely due to a decline in Miller Lite, which was partially offset by MGD 64 growth. Miller Lite STRs were down mid-single digits and Coors Light STRs were down slightly.
MGD 64 continued to perform well ahead of expectations, achieving STRs of nearly three quarters of a million barrels year to date.
In a challenging market, MillerCoors craft and import portfolio grew slightly during the quarter, led by high-single-digit growth of Blue Moon and low-single-digit growth of Peroni Nastro Azzurro. The domestic above-premium portfolio - which includes Miller Chill, Sparks and Killian's Irish Red - experienced a double-digit decline.
The below premium portfolio was up low-single digits, largely due to the strong performance of Keystone Light and continued growth of Miller High Life, which more than offset declines in Milwaukee's Best. The premium regular portfolio - which includes MGD and Coors Banquet - was down double digits.
MillerCoors total net revenue increased 3.1 percent to $2.01 billion versus the prior year comparable quarter, driven by domestic net pricing. Excluding contract brewing and company-owned distributor sales, domestic net revenue increased 3.0 percent to $1.87 billion. Third-party contract brewing volumes declined 4.6 percent, though profits were up slightly from the prior-year comparable quarter.
Cost of goods sold per barrel increased 3.5 percent as benefits from MillerCoors cost leadership programs were more than offset by brewing and packaging materials cost increases under procurement contracts largely arranged prior to more recent commodity market price reductions.
Marketing, general and administrative costs decreased 4.5 percent, driven primarily by lower organizational costs and synergies, which were partially offset by IT integration-related expenses.
For the quarter, underlying net income attributable to MillerCoors (excluding special items) increased 28.1 percent to $244.4 million versus the prior-year comparable quarter.
Depreciation and amortization expenses for MillerCoors in the third quarter were $72.9 million and additions to tangible and intangible assets totaled $79.5 million.
During the third quarter of 2009, MillerCoors reported special charges totaling $14.7 million, which include pension curtailment and integration expenses.
INTEGRATION AND COST SYNERGIES
MillerCoors achieved $73 million in synergies in the third quarter largely due to marketing synergies, as well as organizational savings resulting from the elimination of duplicate and transitional positions in the third quarter 2008. Network optimization savings continue to be realized from shifting production of Coors and Miller brands into the larger MillerCoors brewery network, a process which will continue for the next nine months. MillerCoors continues to integrate business processes and systems across the enterprise to deliver enhanced customer solutions and better leverage the scale of the business.
MillerCoors has delivered $183 million in synergies this year, bringing the total to $211 million since beginning operations on July 1, 2008. The company now expects to achieve $270 million of cumulative synergies by the end of calendar year 2009, surpassing its original commitment of $225 million. As previously communicated, MillerCoors will deliver incremental cost savings above its $500 million synergy target, and approximately $200 million in cost savings are expected to be delivered by the end of 2012, approximately in line with current market expectations. These cost savings include efficiencies in production costs, procurement, and marketing, general and administrative expense.
Overview of MillerCoors
MillerCoors produces, markets and sells the MillerCoors portfolio of brands in the U.S. and Puerto Rico. Built on a foundation of great beer brands and more than 288 years of brewing heritage, MillerCoors continues the commitment of its founders to brew the highest quality beers. MillerCoors is the second-largest beer company in America, capturing nearly 30 percent of U.S. beer sales. Led by two of the best-selling beers in the industry, MillerCoors has a broad portfolio of highly complementary brands across every major industry segment. Miller Lite is the great-tasting beer that established the American light beer category in 1975, and Coors Light is the brand that introduced consumers to Rocky Mountain cold refreshment. MillerCoors brews premium beers Coors Banquet and Miller Genuine Draft, and economy brands Miller High Life and Keystone Light. The company also imports Peroni Nastro Azzurro, Pilsner Urquell, Grolsch and Molson Canadian and offers innovative products such as Miller Chill and Sparks. MillerCoors features craft brews from the Jacob Leinenkugel Brewing Company, Blue Moon Brewing Company and the Blitz-Weinhard Brewing Company. MillerCoors operates eight major breweries in the U.S., as well as the Leinenkugel's craft brewery in Chippewa Falls, WI and two microbreweries, the 10th Street Brewery in Milwaukee and the Blue Moon Brewing Company at Coors Field in Denver. MillerCoors vision is to create the best beer company in America by driving profitable industry growth. MillerCoors insists on building its brands the right way through brewing quality, responsible marketing and environmental and community impact. MillerCoors is a joint venture of SABMiller plc and Molson Coors Brewing Company.
Overview of SABMiller
SABMiller plc is one of the world's largest brewers with brewing interests and distribution agreements across six continents. The group's wide portfolio of brands includes premium international beers such as Grolsch, Miller Genuine Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as market-leading local brands such as Aguila, Castle, Miller Lite, Snow and Tyskie. SABMiller plc is also one of the largest bottlers of Coca-Cola products in the world. In the year ended March 31, 2009, the group reported $3,405 million adjusted pre-tax profit and group revenue of $25,302 million. SABMiller plc is listed on the London and Johannesburg stock exchanges. For more information on SABMiller plc, visit the company's website: http://www.sabmiller.com/.
Overview of Molson Coors
Molson Coors Brewing Company is one of the world's largest brewers. It brews, markets and sells a portfolio of leading premium quality brands such as Coors Light, Molson Canadian, Molson Dry, Carling, Coors Banquet and Keystone Light in North America, Europe and Asia. For more information on Molson Coors Brewing Company, visit the company's web site, http://www.molsoncoors.com/.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the U.S. federal securities laws, and language indicating trends, such as "anticipated" and "expected". It also includes financial information, of which, as of the date of this press release, the Companies' independent auditors have not completed their review. Although the Companies believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Companies' projections and expectations are disclosed in Molson Coors' filings with the Securities and Exchange Commission or in SABMiller's annual report and accounts for the year ended March 31, 2009, and in other documents which are available on SABMiller's website at http://www.sabmiller.com/. These factors include, among others, changes in consumer preferences and product trends; price discounting by major competitors; failure to realize anticipated results from synergy initiatives; and increases in costs generally. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Neither SABMiller nor Molson Coors undertakes to update forward-looking statements relating to their respective businesses, whether as a result of new information, future events or otherwise. Neither SABMiller nor Molson Coors accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
MillerCoors Results and Related Reconciliations
The table below reconciles net income attributable to MillerCoors, reported in accordance with US GAAP as used for inclusion within Molson Coors reported results, to MillerCoors EBITA as used for inclusion within SABMiller's reported results in accordance with IFRS. Underlying net income and EBITA are non-GAAP measures. Management of both companies believes that underlying net income and EBITA provide shareholders with a useful basis for assessing the profit performance of MillerCoors. There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similarly named non-GAAP measures whose calculations may differ from the company's calculations. Prior year results for the first six months are presented on a pro forma basis. Adjustments have been made to reflect comparative data including amortization of definite life intangible assets
MillerCoors Reconciliation of US GAAP Net Income to Underlying Net Income
(non-GAAP measure) and to EBITA, calculated under IFRS, noting that first
half 2008 numbers are Pro Forma.
MillerCoors
Three Months Ended Nine Months Ended
-----------------------------------------
-----------------------------------------
(In millions of $US) Sept 30, Sept 30, Sept 30, Sept 30,
2009 2008 2009 2008
-----------------------------------------
US -GAAP: Net Income 229.7 168.2 740.6 479.4
--------------------
Plus: Special items(1) 14.7 22.6 45.5 138.7
Non - GAAP Underlying Net
Income 244.4 190.8 786.1 618.1
-------------------------
Plus: Adjustments to arrive at
IFRS Underlying EBITA(2) 45.2 21.8 106.5 73.4
IFRS: MillerCoors underlying
earnings before interest, taxes
and amortization before
exceptional items (EBITA(3) 289.6 212.6 892.6 691.5
--------------------------------
Percent change vs. prior year
MillerCoors pro-forma underlying
EBITA(3) 36.2% 29.1%
(1) Current year special items include integration charges related to the
MillerCoors Joint Venture, and charges for pension curtailment. Prior
year special items include integration charges, asset impairment charges,
and a loss on sale of a company owned distributorship.
(2) US - GAAP Underlying Net Income to IFRS EBITA adjustments relate to
differing treatment of step-up depreciation, pension, post retirement
benefits, consolidation of container joint ventures, asset disposal,
deferred taxes, share based compensation and severance expenses between
US - GAAP and IFRS. Amortization of intangible assets, Interest, Taxes,
Equity Income and Minority interest have been removed to arrive at
underlying EBITA.
(3) EBITA - Earnings Before Interest, Taxes, and Amortization, excluding
exceptional items.
These financial results are not necessarily indicative of the results for Molson Coors Brewing Company or SABMiller plc for the comparable periods.
This announcement is for information only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of SABMiller or Molson Coors (the "Companies") in any jurisdiction.
The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes are required by the Companies to inform themselves about and to observe any such restrictions.
MILLERCOORS LLC
RESULTS OF OPERATIONS
(VOLUMES IN THOUSANDS, DOLLARS IN MILLIONS)
(UNAUDITED)
Three Months Ended Nine Months Ended
---------------------- -------------------
Sept 30, Sept 30, Sept 30, Sept 30,
2009 2008 2009 2008
-------- -------- -------- ---------
Actual Actual Actual Pro Forma
------ ------ ------ --------
18,441 18,646 53,687 54,539
Volume in barrels ====== ====== ====== ======
Sales 2,350.7 2,293.4 6,855.8 6,710.2
Excise Taxes (341.2) (343.7) (993.7) (1,004.1)
------ ------ ------ ---------
Net Sales 2,009.5 1,949.7 5,862.1 5,706.1
Cost of Goods Sold (1,266.6) (1,236.9) (3,618.8) (3,513.7)
Gross profit 742.9 712.8 2,243.3 2,192.4
Marketing, General and
Administrative Expenses (496.0) (519.1) (1,438.4) (1,566.2)
Special Items (net) (14.7) (22.6) (45.5) (138.7)
Operating Income 232.2 171.1 759.4 487.5
Other Income (Expense), net 2.3 2.3 1.6 7.1
--- --- --- ---
Income before Income Taxes
and Minority Interests 234.5 173.4 761.0 494.6
Income Tax Expense (2.3) (1.9) (6.9) (1.9)
---- ---- ---- ----
Net Income 232.2 171.5 754.1 492.7
Net income attributable
to Non-controlling interest (2.5) (3.3) (13.5) (13.3)
---- ---- ----- -----
Net Income Attributable
to MillerCoors LLC 229.7 168.2 740.6 479.4
===== ===== ===== =====
SABMiller; Molson Coors
CONTACT: SABMiller, +44 20 7659 0100/ 414 931 2000, or Nigel Fairbrass, Media Relations, Mobile, +44 7799 894265, or Gary Leibowitz, Investor Relations, Mobile, +44 7717 428540, all of SABMiller; or Colin Wheeler, Media Relations, +1-303-927-2443, or Dave Dunnewald, Investor Relations, +1-303-927-2334, or Leah Ramsey, Investor Relations, +1-303-927-2397, all of Molson Coors
Web Site: http://www.sabmiller.com/ http://www.molsoncoors.com/
Bridgepoint Education Reports Third Quarter 2009 Results79.7% year-over-year enrollment growth
SAN DIEGO, Nov. 4 /PRNewswire-FirstCall/ -- Bridgepoint Education , a provider of postsecondary education services, announced today the results for its third quarter ended September 30, 2009.
Highlights for the third quarter ended September 30, 2009:
-- Total student enrollment increased 79.7% year-over-year to 54,894 at
the end of the quarter.
-- Revenue increased 111.3% to $127.4 million from $60.3 million for the
same period in 2008.
-- Operating income increased 233.2% to $38.8 million from $11.7 million
for the same period in 2008.
-- Net income was $22.4 million, an increase of 155.5% compared with net
income of $8.8 million for the same period in 2008.
-- Fully diluted earnings per common share increased 428.6% to $0.37 from
$0.07 for the same period in 2008.
"For the past three consecutive quarters we have reported strong results, and I am extremely pleased with our continued solid operational performance," said Andrew Clark, Chief Executive Officer of Bridgepoint Education. "Growth across all of our highlighted categories demonstrates that prospective students are increasingly drawn to our value proposition - a combination of affordability, transferability, heritage and accessibility."
Student Enrollment
Total student enrollment at Bridgepoint Education's academic institutions, Ashford University and University of the Rockies, increased 79.7% to 54,894 students at September 30, 2009, compared with 30,547 students at the end of the third quarter of 2008. As of September 30, 2009, 99% of the total student population accessed their classes exclusively online.
Combined new student enrollments for the third quarter of 2009 at both of Bridgepoint Education's academic institutions were approximately 19,500, an increase of 55%, compared with combined new student enrollments of approximately 12,600 for the third quarter of 2008.
Financial Results
Revenue for the third quarter of 2009 was $127.4 million, an increase of 111.3%, compared with revenue of $60.3 million for the third quarter of 2008. Revenue for the nine months ended September 30, 2009, was $322.6 million, an increase of 116.2% compared with revenue of $149.2 million for the same period in 2008.
Operating income for the third quarter of 2009 was $38.8 million, an increase of 233.2% compared with $11.7 million for the same period in 2008. Operating income for the nine months ended September 30, 2009, was $47.8 million, an increase of 81.8% compared with $26.3 million for the same period in 2008.
Non-GAAP operating income for the nine months ended September 30, 2009, which excludes (1) an $11.1 million charge taken in the first quarter related to the settlement of a stockholder claim (of which $10.6 million was non-cash) and (2) a non-cash charge of $30.4 million taken in the second quarter related to the acceleration of certain exit options in connection with the Company's initial public offering, was $89.3 million, a 239.4% increase from the same period in 2008. See "About Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Measures" below.
Net income for the third quarter of 2009 was $22.4 million, an increase of 155.5% compared with net income of $8.8 million for the third quarter of 2008. Net income for the nine months ended September 30, 2009, was $27.5 million, an increase of 32.4%, compared with net income of $20.8 million for the same period in 2008.
Non-GAAP net income for the third quarter of 2009 was $22.5 million, which reflects a $0.1 million increase in the net income effect of the $11.1 million settlement charge taken in the first quarter of 2009 based on management's current estimate of the tax impact thereof. Non-GAAP net income for the nine months ended September 30, 2009, which excludes (1) the net income effect of $17.1 million related to the $30.4 million option acceleration charge taken in the second quarter of 2009 and (2) the net income effect of $8.5 million related to the $11.1 million settlement charge taken in the first quarter of 2009, was $53.1 million, a 155.6% increase from the same period in 2008. See "About Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Measures" below.
Fully diluted earnings per common share for the third quarter of 2009 was $0.37, an increase of 428.6% compared with fully diluted earnings per common share of $0.07 for the third quarter of 2008. Fully diluted earnings per common share for the nine months ended September 30, 2009, was $0.42, an increase of 223.1% compared with fully diluted earnings per common share of $0.13 for the same period in 2008.
Non-GAAP fully diluted earnings per common share for the third quarter of 2009 and the nine months ended September 30, 2009, were $0.38 and $0.92, respectively. Non-GAAP fully diluted earnings per share is defined to mean non-GAAP net income, less accretion for preferred dividends, divided by fully diluted weighted average shares outstanding assuming the conversion of all redeemable convertible preferred stock into common stock as if the conversion happened on January 1, 2009, for the applicable period. See "About Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Measures" below.
The Company's effective tax rate for the nine months ended September 30, 2009, was 42.8%. Before taking into account the settlement charge taken in the first quarter of 2009, the effective tax rate for the nine months ended September 30, 2009, was 40.4%.
Balance Sheet and Cash Flow
As of September 30, 2009, Bridgepoint had cash, cash equivalents and marketable securities of $156.3 million, compared with $56.5 million as of December 31, 2008. The Company generated $115.7 million of cash from operating activities for the nine months ended September 30, 2009, compared with $39.4 million for the same period in 2008.
2009 Outlook
The Company is updating its previously-provided guidance for the year ending December 31, 2009. This guidance includes non-GAAP financial measures, which (1) exclude charges related to the settlement of a stockholder claim in the first quarter of 2009 and the acceleration of vesting of certain stock options in connection with the closing of the Company's initial public offering in the second quarter of 2009, and (2) reflect in the fully diluted weighted average share count the conversion of the redeemable convertible preferred stock into common stock as if the conversion happened on January 1, 2009. See "Forward-Looking Statements," "About Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Measures" below.
-- Total student enrollment is expected to be between 52,500 and 54,500
at December 31, 2009.
-- GAAP revenue is expected to be between $443.0 million and $448.0
million.
-- GAAP net income is expected to be between $40.6 million and $41.8
million.
-- Non-GAAP net income is expected to be between $66.2 million and $67.4
million.
-- GAAP fully diluted earnings per common share is expected to be between
$0.65 and $0.67, based on an estimated fully diluted weighted average
share count of 45.0 million for the year ending December 31, 2009, as
discussed below.
-- Non-GAAP fully diluted earnings per common share is expected to be
between $1.15 and $1.17, based on an estimated fully diluted weighted
average share count of 57.6 million for the year ending December 31,
2009.
Weighted Average Share Count Estimate. At the closing of the Company's initial public offering, all shares of redeemable convertible preferred stock were converted into common shares, increasing the common shares outstanding on April 20, 2009, by 44.7 million shares. The Company's expectations for fully diluted weighted average shares outstanding for the quarter and year ending December 31, 2009, are 60.6 million and 45.0 million, respectively.
Estimated 2009 Tax Rate. The Company's effective tax rate for 2009 is estimated to be 42.7%. Before taking into account the settlement charge taken in the first quarter of 2009, the Company estimates the effective tax rate would have been 40.4%.
About Non-GAAP Financial Measures
To supplement its consolidated financial statements, which statements are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: non-GAAP instructional costs and services, non-GAAP marketing and promotional expenses, non-GAAP general and administrative expenses, non-GAAP operating income, non-GAAP net income and non-GAAP fully diluted earnings per common share.
The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company's performance by excluding certain expenses that may not be indicative of its recurring core business operating results and may help in comparing its current-period results with those of prior periods. Management believes that they and investors benefit from referring to these non-GAAP financial measures in assessing the Company's performance and when planning, forecasting and analyzing future periods. Management believes these non-GAAP financial measures are useful to investors because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by institutional investors and the analyst community to help them analyze the results of the Company's business.
The material limitations of these non-GAAP financial measures are as follows: non-GAAP instructional costs and services, non-GAAP marketing and promotional expenses, non-GAAP general and administrative expenses, non-GAAP operating income, non-GAAP net income and non-GAAP fully diluted earnings per common share are not recognized terms under GAAP and do not purport to be alternatives to instructional costs and services, marketing and promotional expenses, general and administrative expenses, operating income, net income or fully diluted earnings per common share, respectively, as indicators of operating performance or any other GAAP measures.
Moreover, because not all companies use identical measures and calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company compensates for these limitations by using non-GAAP financial measures in conjunction with traditional GAAP financial measures.
The following is a description of the non-GAAP financial measures referenced above:
Non-GAAP operating income. Non-GAAP operating income is defined as operating income, plus (1) the charge of $11.1 million taken in the first quarter of 2009 related to the settlement of a stockholder claim (of which $10.6 million was non-cash), and (2) the non-cash expense of $30.4 million taken in the second quarter of 2009 related to the acceleration of certain exit options in connection with the Company's initial public offering, in each case as discussed below.
-- Settlement of stockholder claim. In February 2009, certain holders of
common stock and warrants to purchase common stock asserted various
claims against the Company, its directors and officers and its
majority stockholder. In March 2009, the Company reached a settlement
with the claimants regarding these claims. The Company recorded a
total expense of $11.1 million related to the settlement, of which
$10.6 million was a non-cash expense, in the first quarter of 2009.
-- Acceleration of exit options. In March 2009, the Company's board of
directors amended certain exit options awarded to members of the
management team to add an additional vesting condition so that the
number of shares underlying the options that would not have vested
upon the closing of the Company's initial public offering, under the
original terms of the options, would vest in full upon the closing of
the offering. The amendment to the exit options resulted in additional
compensation expense of $30.4 million, a non-cash expense which was
recorded upon the completion of the offering in the second quarter of
2009.
Non-GAAP instructional costs and services. Non-GAAP instructional costs and services is defined as instructional costs and services less the portion of the $30.4 million option acceleration charge taken in the second quarter of 2009 attributable to instructional costs and services ($2.1 million).
Non-GAAP marketing and promotional expenses. Non-GAAP marketing and promotional expenses is defined as marketing and promotional expenses less the portion of the $30.4 million option acceleration charge taken in the second quarter of 2009 attributable to marketing and promotional expenses ($5.0 million).
Non-GAAP general and administrative expenses. Non-GAAP general and administrative expenses is defined as general and administrative expenses less (1) the $11.1 million settlement charge taken in the first quarter of 2009 and (2) the portion of the $30.4 million option acceleration charge taken in the second quarter of 2009 attributable to general and administrative expenses ($23.3 million).
Non-GAAP net income. Non-GAAP net income is defined as net income plus (1) the net income effect of the $11.1 million settlement charge taken in the first quarter of 2009, and (2) the net income effect of the $30.4 million option acceleration charge taken in the second quarter of 2009.
Non-GAAP fully diluted earnings per common share. Non-GAAP fully diluted earnings per common share is defined to mean non-GAAP net income, less accretion for preferred dividends, divided by fully diluted weighted average shares outstanding assuming the conversion of redeemable convertible preferred stock into common stock as if the conversion happened on January 1, 2009, for the applicable period. Management believes non-GAAP fully diluted earnings per common share provides a meaningful comparison to future results because all redeemable convertible preferred stock was converted to common stock at the closing of the Company's initial public offering.
These non-GAAP financial measures have been reconciled to the related GAAP financial measures as required under the rules and regulations promulgated by the U.S. Securities and Exchange Commission. See "Reconciliation of Non-GAAP Measures" below.
Earnings Conference Call and Webcast
Bridgepoint Education will host a conference call at 11:30 a.m. ET (8:30 a.m. PT) today to discuss its latest financial results and recent highlights. The dial-in number for callers in the United States is (888) 576-4391 and for international callers is (719) 785-1749. The access code for all callers is 3184840. A live webcast will also be available on the Company's website at http://ir.bridgepointeducation.com/index.cfm.
A replay of the call will be available via telephone through November 11, 2009. To access the replay, dial (888) 203-1112 in the U.S. and (719) 457-0820 outside the U.S.; then enter the access code 3184840.
About Bridgepoint Education
Bridgepoint Education's postsecondary education services focus on offering associate's, bachelor's, master's and doctoral programs in such disciplines as business, education, psychology, social sciences and health sciences. Bridgepoint Education's regionally accredited academic institutions - Ashford University and University of the Rockies - deliver their programs online as well as at traditional campuses located in Clinton, Iowa, and Colorado Springs, Colorado.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of financial resources. These forward-looking statements are based on assumptions and estimates including, without limitation, those regarding: the Company's value proposition to students; competitiveness of the Company's tuition; ability to continue to transfer credits from other institutions; ability to maintain and improve the quality of the Company's education; management of future growth and scalability; development of military and corporate channels; estimates of new hires; proposed new programs; expectations that the Company can effectively manage the business within the regulatory environment; expectations regarding enrollments, financial position, results of operations and liquidity; projections, predictions, expectations, estimates or forecasts as to the Company's business, financial and operational results and future economic performance; management's goals and objectives; and other similar matters that are not historical facts. Words such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar expressions, as well as statements in the future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.
Forward-looking statements should not be interpreted as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: the Company's inability to influence the U.S. Department of Education's Office of Inspector General (OIG) to change the findings in the OIG's audit reports; the Company's inability to address the OIG's preliminary findings or the ultimate findings of the OIG's audit reports; the imposition of fines or other corrective measures against the Company's academic institutions; the Company's failure to comply with the extensive regulatory framework applicable to its industry, including Title IV of the Higher Education Act and its regulations, state laws and regulatory requirements and accrediting agency requirements; unexpected difficulties or delays in implementing the eCollege online learning platform; failure to achieve the expected benefits from transitioning to the eCollege online learning platform; the Company's inability to continue to develop awareness among, to recruit and to retain students; competition in the postsecondary education market and its potential impact on the Company's market share, recruiting cost and tuition rates; reputational and other risks related to potential compliance audits, regulatory actions, negative publicity or service disruptions; the Company's ability to attract and retain the personnel needed to sustain and grow its business; the Company's inability to develop new programs or expand its existing programs in a timely and cost-effective manner; economic or other developments potentially impacting demand in the Company's core disciplines or the availability or cost of Title IV or other funding; and other factors discussed in Part II, Item 1A (Risk Factors) of the Company's quarterly reports on Form 10-Q filed on May 21, 2009, and August 11, 2009, and in the current report on Form 8-K filed on September 11, 2009, and in other reports the Company may file with the Securities and Exchange Commission from time to time.
Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.
BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
---- ---- ---- ----
(In thousands, except per share amounts)
Revenue $127,382 $60,277 $322,566 $149,167
Costs and expenses:
Instructional costs and
services 33,120 16,368 83,611 42,050
Marketing and promotional 36,500 21,058 105,260 54,490
General and administrative 18,915 11,191 85,891 26,326
------ ------ ------ ------
Total costs and expenses 88,535 48,617 274,762 122,866
------ ------ ------- -------
Operating income 38,847 11,660 47,804 26,301
Other income (expense), net 162 90 277 (2)
--- --- --- ---
Income before income taxes 39,009 11,750 48,081 26,299
Income tax expense 16,651 2,999 20,575 5,521
------ ----- ------ -----
Net income 22,358 8,751 27,506 20,778
Accretion of preferred dividends - 501 645 1,503
--- --- --- -----
Net income available to common
stockholders $22,358 $8,250 $26,861 $19,275
======= ====== ======= =======
Earnings per common share:
Basic $0.42 $0.16 $0.49 $0.30
Diluted $0.37 $0.07 $0.42 $0.13
Weighted average common shares
outstanding used in computing
earnings per common share:
Basic 53,335 3,335 34,508 3,335
Diluted 59,822 7,836 40,163 7,619
BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
As of As of
September 30, December 31,
2009 2008
---- ----
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $111,318 $56,483
Restricted cash 25 666
Marketable securities 44,962 -
Accounts receivable, net 53,065 28,946
Inventories 302 288
Current portion of deferred income taxes 2,734 2,734
Prepaid expenses and other current assets 6,629 6,773
----- -----
Total current assets 219,035 95,890
Property and equipment, net 41,364 27,715
Goodwill and intangibles 3,270 1,897
Deferred income taxes 13,524 2,366
Other long term assets 3,564 1,378
----- -----
Total assets $280,757 $129,246
======== ========
LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $5,999 $4,705
Accrued liabilities 19,630 16,543
Income taxes payable 11,663 -
Deferred revenue and student deposits 125,114 67,425
Current portion of leases payable 141 142
Current maturities of notes payable 74 74
Other liabilities 31 40
--- ---
Total current liabilities 162,652 88,929
Leases payable, less current portion 196 308
Notes payable, less current maturities 100 160
Other long term liabilities 3,751 2,740
Rent liability 6,927 3,938
----- -----
Total liabilities 173,626 96,075
Commitments and contingencies - -
Redeemable convertible preferred stock - 27,062
Total stockholders' equity 107,131 6,109
------- -----
Total liabilities, redeemable convertible
preferred stock and stockholders' equity $280,757 $129,246
======== ========
BRIDGEPOINT EDUCATION, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
2009 2008
---- ----
(In thousands)
Operating activities
Net income $27,506 $20,778
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for bad debts 15,886 8,772
Depreciation and amortization 4,128 1,547
Amortization of premium/discount (40) -
Deferred income taxes (11,158) (5,054)
Stock-based compensation 33,947 125
Stockholder settlement 10,577 -
Loss on disposal of fixed assets 38 -
Changes in operating assets and liabilities:
Accounts receivable (40,005) (24,302)
Inventories (14) (79)
Prepaid expenses and other current assets 144 (1,292)
Other long term assets (2,186) (69)
Accounts payable and accrued liabilities 15,190 9,652
Deferred revenue and student deposits 57,689 29,459
Other liabilities 3,991 (184)
----- ----
Net cash provided by operating activities 115,693 39,353
------- ------
Investing activities
Capital expenditures (16,834) (9,057)
Purchase of marketable securities (44,922) -
Business acquisition (1,500) -
Restricted cash 641 (666)
--- ----
Net cash used in investing activities (62,615) (9,723)
------- ------
Financing activities
Proceeds from the issuance of common stock, net 28,104 -
Proceeds from exercise of stock options 38 -
Excess tax benefit of option exercises 429 -
Proceeds from issuance of stock under employee
stock purchase plan 93 -
Proceeds from exercise of warrants 973 -
Payment of notes payable (60) (4,871)
Payment made on conversion of preferred stock (27,707) -
Payments of capital lease obligations (113) (118)
---- ----
Net cash provided by (used in) financing activities 1,757 (4,989)
----- ------
Net increase in cash and cash equivalents 54,835 24,641
Cash and cash equivalents at beginning of period 56,483 7,351
------ -----
Cash and cash equivalents at end of period $111,318 $31,992
======== =======
Supplemental disclosure of noncash transactions:
Purchase of equipment included in accounts
payable and accrued liabilities $854 $1,128
==== ======
Reconciliation of Non-GAAP Measures - Historical
Effect
of Assumed
Conversion of
Preferred
Adjustment Adjustment Stock
for for Exit as of
GAAP As Settlement Option January Non-
Reported Charge Charge 1, 2009 GAAP
-------- ------ ------ ------- ----
(Unaudited, in thousands)
For the Three Months Ended
September 30, 2009
Instructional costs and
services $33,120 $- $- $- $33,120
Marketing and promotional 36,500 - - - 36,500
General and administrative 18,915 - - - 18,915
Operating income 38,847 - - - 38,847
Net income 22,358 112 - - 22,470
Net income available to
common stockholders 22,358 112 - - 22,470
Net income used in earnings
per common share
calculation 22,358 112 - - 22,470
For the Nine Months Ended
September 30, 2009
Instructional costs and
services $83,611 $- $(2,143) $- $81,468
Marketing and promotional 105,260 - (5,009) - 100,251
General and administrative 85,891 (11,060) (23,240) - 51,591
Operating income 47,804 11,060 30,392 - 89,256
Net income 27,506 8,508 17,104 - 53,118
Net income available to
common stockholders 26,861 8,508 17,104 - 52,473
Net income used in earnings
per common share
calculation 17,012 5,388 10,833 19,240 52,473
For the For the
Three Months Nine Months
Ended Ended
September September
30, 2009 30, 2009
-------- --------
Diluted earnings per common share $0.37 $0.42
Adjustment for settlement charge $0.01 $0.13
Adjustment for exit option charge $- $0.27
Effect of assumed conversion of preferred stock
as of January 1, 2009 $- $0.10
----- -----
Non-GAAP fully diluted earnings per common share $0.38 $0.92
Weighted average common shares outstanding
used in computing diluted earnings per share 59,822 40,163
Effect of assumed conversion of preferred
stock as of January 1, 2009 - 16,862
----- ------
Non-GAAP dilutive shares outstanding 59,822 57,025
Reconciliation of Non-GAAP Measures - Forward-Looking
GAAP Adjustment Adjustment
Year Ended for for Exit
December 31, Settlement Option
2009 Charge Charge
---- ------ ------
(Unaudited, in thousands, except per
share amounts)
Revenue $443,000 - $448,000
Net income $40,588 - $41,788 $8,508 $17,104
====== ====== ===== ======
Net income used in
earnings per common
share calculation $29,179 - $30,042 $6,116 $12,296
Earnings per common share:
Basic $0.74 - $0.76 $0.15 $0.31
Diluted $0.65 - $0.67 $0.14 $0.27
Pro-forma weighted average shares
Basic 39,508 - -
Diluted 45,018 - -
Assumed
Conversion of
Preferred Non-GAAP
Stock as of Year Ended
January 1, 2009 December 31, 2009
--------------- -----------------
(Unaudited, in thousands, except per
share amounts)
Revenue $443,000 - $448,000
Net income $- $- $66,200 - $67,400
Net income used in
earnings per common
share calculation $18,609 - $18,946 $66,200 - $67,400
Earnings per common share:
Basic $- - $- $1.27 - $1.29
Diluted $- - $- $1.15 - $1.17
Pro-forma weighted average
shares
Basic 12,612 52,120
Diluted 12,612 57,630
Bridgepoint Education, Inc.
CONTACT: Contact: Diane Salucci, Vice President, Corporate Communications and Investor Relations, +1-858-668-2586, ext. 3690, or Spencer Davis, Director of Investor Relations, +1-858-668-2586, ext. 4190, investorrelations@bridgepointeducation.com, both of Bridgepoint Education
Web Site: http://www.bridgepointeducation.com/
TRW Reports Third Quarter 2009 Financial Results
LIVONIA, Mich., Nov. 4 /PRNewswire-FirstCall/ -- TRW Automotive Holdings Corp. , the global leader in active and passive safety systems, today reported third-quarter 2009 financial results with sales of $3.1 billion, a decrease of 13.5 percent compared to the prior year period. The Company reported GAAP net earnings of $56 million or $0.50 per diluted share, which compares to a net loss of $54 million or $0.53 per diluted share in the prior year period.
The third quarter 2009 GAAP net earnings includes restructuring and fixed asset impairment charges of $24 million ($19 million after related tax benefits) and a loss on retirement of debt totaling $1 million. The prior year third quarter included restructuring charges and asset impairments totaling $32 million. Excluding these special items from both periods, the Company reported net earnings of $76 million, or $0.68 per diluted share, which compares to a net loss of $22 million or $0.22 per diluted share in the prior year period.
During the quarter, the Company strengthened its capital structure by completing a public offering of 16.1 million shares of common stock. The offering provided $269 million of net proceeds to the Company, which was used to reduce debt.
"The benefits achieved from our restructuring and cost containment actions combined with increasing vehicle production schedules had a significant positive impact on our third quarter results," said John C. Plant, President and Chief Executive Officer. "Completing the equity offering further positions the Company for future success as it strengthens the balance sheet and provides greater flexibility to our capital structure."
Third Quarter 2009
The Company reported third-quarter 2009 sales of $3.1 billion, a decrease of $484 million or 13.5 percent from the prior year period. The 2009 quarter was adversely impacted compared to the prior year by lower sales in most geographic regions resulting from reduced vehicle production volumes. Currency movements during the quarter also had a negative impact on sales compared to the same period a year ago.
The Company's third quarter 2009 operating income was $141 million compared with $12 million in the 2008 period. Both the 2009 and 2008 periods included restructuring and fixed asset impairment charges totaling $24 million and $32 million, respectively. Excluding these charges from both periods, operating income for the third quarter of 2009 was $165 million, which compares to $44 million in the prior year period. The year-to-year increase was driven primarily by the positive impact of restructuring and cost containment actions implemented over the past year, lower raw material prices and, to a lesser extent, favorable non-recurring supplier and customer settlements in the current quarter. Together, these positives more than offset the negative impact of the lower sales volume between the two quarters.
Net interest and securitization expense for the third quarter of 2009 totaled $55 million, which compares to $43 million in the prior year. Higher interest costs associated with the bank amendment achieved in late June 2009 contributed to the year-over-year increase. In addition, a loss on retirement of debt of $1 million was recognized in the third quarter of 2009.
Tax expense for the third quarter of 2009 was $28 million, which increased from $23 million of expense in the prior year, resulting from the higher pre-tax earnings in certain geographic locations. The 2009 period included tax benefits related to the restructuring actions previously mentioned totaling $5 million.
The Company reported 2009 third-quarter GAAP earnings of $56 million, or $0.50 per diluted share, which compares to a GAAP net loss of $54 million, or $0.53 per diluted share in the 2008 period.
Excluding the special items referred to above, the Company reported third-quarter 2009 net earnings of $76 million, or $0.68 per diluted share, which compares to a net loss of $22 million or $0.22 per diluted share in the 2008 period.
Earnings before interest, securitization costs, taxes, depreciation and amortization and special items ("adjusted EBITDA") were $292 million in the third quarter of 2009, as compared to the prior year level of $189 million. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.
Year-to-Date 2009
For the nine month period ended October 2, 2009, the Company reported sales of $8.2 billion, a decrease of $4.0 billion or 32.4 percent compared to prior year sales. The decrease in sales resulted from the sharply reduced global production volumes between the two periods and the negative effects of foreign currency movements compared to 2008.
For the 2009 year-to-date period, the Company reported operating income of $60 million compared with $424 million in the comparable prior year period. The 2009 period included restructuring and fixed asset impairment charges totaling $74 million, as well as a one-time trademark impairment charge of $30 million, compared to restructuring charges and asset impairments of $64 million for the 2008 period. Excluding these charges from both periods, the Company reported an operating profit of $164 million in the 2009 period which compares to $488 million of operating income in the prior year period. The year-to-year decrease was driven primarily by the profit impact of the $4.0 billion in lower sales, partially offset by the positive impact of the previously mentioned restructuring and cost containment actions.
Net interest and securitization expense in the first nine months of the 2009 period totaled $139 million, which compares to $136 million in the prior year period. The increase in interest expense resulted primarily from the higher costs associated with the bank amendment achieved in June 2009, partially offset by lower market interest rates during the period. In addition, a net gain on the retirement of debt of $34 million was recognized in the current year-to-date period.
Year-to-date 2009 tax expense was $37 million, which compares to $126 million in the prior year. The 2009 and 2008 periods included tax benefits primarily related to the restructuring actions previously mentioned totaling $15 million and $3 million, respectively. Excluding these tax benefits in both periods, tax expense was $52 million in the 2009 period compared to $129 million in the prior year period.
The Company reported a year-to-date 2009 GAAP net loss of $86 million, or $0.82 per diluted share, which compares to GAAP net earnings of $167 million, or $1.63 per diluted share in the 2008 period.
Excluding special items, the Company reported a year-to-date 2009 net loss of $31 million, or $0.30 per diluted share, which compares to net earnings of $228 million or $2.23 per diluted share in the prior year period.
Adjusted EBITDA totaled $527 million for the first nine months of 2009, compared to $938 million in the 2008 period. See page A6 for a description of the special items excluded in calculating adjusted EBITDA.
Cash Flow and Capital Structure
Third quarter 2009 net cash flow provided by operating activities was $174 million, which compares to $79 million in the prior year. Capital expenditures were $49 million compared to $121 million in 2008. Third quarter free cash flow (cash flow from operating activities less capital expenditures) was $125 million, which compares favorably to the $42 million outflow in the prior year quarter.
For the nine month period ended October 2, 2009, the Company had a net cash usage in operating activities of $57 million, which compares to cash provided by operations of $4 million in the prior year period. The year-to-year decline resulted primarily from lower operating income partially offset by lower working capital requirements. Year-to-date 2009 capital expenditures were $121 million compared to $338 million in 2008. Free cash flow (cash flow from operating activities less capital expenditures) was an outflow of $178 million in the first nine months of 2009 compared to an outflow of $334 million for the same period last year.
As of October 2, 2009, the Company had $2,547 million of debt and $474 million of cash and marketable securities, resulting in net debt (defined as debt less cash and marketable securities) of $2,073 million. This net debt outcome is $659 million lower than the balance at the end of the prior year third quarter and $83 million lower than the balance at the end of 2008. In addition to cash generated from operations, the decline in net debt compared to the prior year quarter and year-end periods reflects the $269 million of net proceeds from the Company's issuance of 16.1 million common shares in August 2009. Committed liquidity facilities and cash on hand provided the Company with available liquidity in excess of $1.6 billion as of October 2, 2009.
2009 Outlook
TRW currently expects full year production to total 8.6 million units in North America and 16.3 million units in Europe. Based on these revised production levels and the Company's expectations for foreign currency exchange rates, full-year sales are expected to be approximately $11.4 billion (including fourth quarter sales of approximately $3.2 billion). Restructuring and fixed asset impairment charges are forecasted at $100 million for the full year.
"The cautious optimism that has emerged for the industry is supported by the increasing vehicle production forecasts. Although it appears the bottom of the financial crisis has been reached, full recovery will be a long and gradual process," said Mr. Plant. "TRW is well-positioned to take full advantage of the industry rebound given its diversification, technology portfolio and improved cost and capital structure."
Third Quarter 2009 Conference Call
The Company will host its third-quarter conference call at 8:30 a.m. (Eastern time) today, Wednesday, November 4th, to discuss financial results and other related matters. To participate in the conference call, please dial (877) 852-7898 for U.S. locations, or (706) 634-1095 for international locations.
An audio replay of the conference call will be available approximately two hours after the conclusion of the call and will be accessible afterward for approximately one week. To access the replay, U.S. locations should dial (800) 642-1687, and locations outside the U.S. should dial (706) 645-9291. The replay code is 34903511. A live audio webcast and replay of the conference call will also be available on the Company's website at http://www.trw.com/.
Reconciliation to GAAP
In addition to GAAP results included within this press release, the Company has provided certain information which is not calculated according to GAAP ("non-GAAP"), such as net earnings (losses), operating income (losses) and diluted earnings per share each excluding special items, adjusted EBITDA and free cash flow. Management uses these non-GAAP measures to evaluate the operating performance of the Company and its business segments, including use in connection with forecasting future periods. Management believes that investors will likewise find these non-GAAP measures useful in evaluating such performance. Such measures are frequently used by security analysts, institutional investors and other interested parties in the evaluation of companies in our industry.
Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies. For a reconciliation of non-GAAP measures to the closest GAAP financial measure and for share amounts used to derive earnings per share, please see the financial schedules that accompany this release.
About TRW
With 2008 sales of $15.0 billion, TRW Automotive ranks among the world's leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the Company, through its subsidiaries, operates in 26 countries and employs approximately 64,000 people worldwide. TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services. All references to "TRW Automotive", "TRW" or the "Company" in this press release refer to TRW Automotive Holdings Corp. and its subsidiaries, unless otherwise indicated. TRW Automotive news is available on the internet at http://www.trw.com/.
Forward-Looking Statements
This release contains statements that are not statements of historical fact, but instead are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We caution readers not to place undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements are subject to numerous assumptions, risks and uncertainties which can cause our actual results to differ materially from those suggested by the forward-looking statements, including those set forth in our Report on Form 10-K for the fiscal year ended December 31, 2008 (our "Form 10-K") , and in our Reports on Form 10-Q for the quarters ended April 3 and July 3, 2009, such as: any prolonged contraction in automotive sales and production adversely affecting our results, liquidity or the viability of our supply base; the financial condition of OEMs, particularly the Detroit Three, adversely affecting us or the viability of our supply base; disruptions in the financial markets adversely impacting the availability and cost of credit negatively affecting our business; our substantial debt and resulting vulnerability to economic or industry downturns and to rising interest rates; escalating pricing pressures from our customers; commodity inflationary pressures adversely affecting our profitability and supply base; our dependence on our largest customers; any impairment of a significant amount of our goodwill or other intangible assets; costs of product liability, warranty and recall claims and efforts by customers to adversely alter contract terms and conditions concerning warranty and recall participation; strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations impacting our results; any increase in the expense and funding requirements of our pension and other postretirement benefits; risks associated with non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions; work stoppages or other labor issues at our facilities or at the facilities of our customers or suppliers; volatility in our annual effective tax rate resulting from a change in earnings mix or other factors; costs or liabilities relating to environmental and safety regulations; assertions by or against us relating to intellectual property rights; the possibility that our largest stockholder's interests will conflict with our or our other stockholders' interests; and other risks and uncertainties set forth in our Form 10-K and in our other filings with the Securities and Exchange Commission. We do not undertake any obligation to release publicly any update or revision to any of the forward-looking statements.
TRW Automotive Holdings Corp.
Index of Condensed Consolidated Financial Information
Page
Consolidated Statements of Operations (unaudited)
for the three months ended October 2, 2009 and September 26, 2008......A2
Consolidated Statements of Operations (unaudited)
for the nine months ended October 2, 2009 and September 26, 2008.......A3
Condensed Consolidated Balance Sheets as of October 2, 2009
(unaudited) and December 31, 2008.................................... .A4
Condensed Consolidated Statements of Cash Flows (unaudited)
for the nine months ended October 2, 2009 and September 26, 2008.......A5
Reconciliation of Non-GAAP Financial Measures (unaudited)
for the three and nine months ended October 2, 2009 and
September 26, 2008.....................................................A6
Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
(unaudited) for the three months ended October 2, 2009.................A7
Reconciliation of GAAP Net Losses to Adjusted Net Losses
(unaudited) for the nine months ended October 2, 2009..................A8
Reconciliation of GAAP Net Losses to Adjusted Net Losses
(unaudited) for the three months ended September 26, 2008..............A9
Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
(unaudited) for the nine months ended September 26, 2008..............A10
The accompanying unaudited condensed consolidated financial information
and reconciliation schedules should be read in conjunction with the TRW
Automotive Holdings Corp. Annual Report on Form 10-K for the year ended
December 31, 2008, Quarterly Reports on Form 10-Q for the periods ended
April 3, 2009 and July 3, 2009, and Current Report on Form 8-K as filed
with the United States Securities and Exchange Commission on February 20,
2009, May 6, 2009, August 4, 2009, and July 29, 2009, respectively.
A2
TRW Automotive Holdings Corp.
Consolidated Statements of Operations
(Unaudited)
(In millions, except per share amounts) Three Months Ended
------------------
October 2, September 26,
2009 2008
---- ----
Sales $3,108 $3,592
Cost of sales 2,807 3,411
----- -----
Gross profit 301 181
Administrative and selling expenses 131 139
Amortization of intangible assets 5 9
Restructuring charges and fixed asset
impairments 24 32
Other expense - net - (11)
----- -----
Operating income 141 12
Interest expense - net 54 43
Loss on retirement of debt - net 1 -
Accounts receivable securitization
costs 1 -
Equity in earnings of affiliates, net
of tax (5) (2)
----- -----
Earnings (losses) before income taxes 90 (29)
Income tax expense 28 23
-- --
Net earnings (losses) 62 (52)
Less: Net earnings attributable to
noncontrolling interest, net of tax 6 2
----- -----
Net earnings (losses) attributable to TRW $56 $(54)
=== ====
Basic earnings (losses) per share:
Earnings (losses) per share $0.51 $(0.53)
===== ======
Weighted average shares outstanding 110.7 101.2
===== =====
Diluted earnings (losses) per share:
Earnings (losses) per share $0.50 $(0.53)
===== ======
Weighted average shares outstanding 111.9 101.2
===== =====
A3
TRW Automotive Holdings Corp.
Consolidated Statements of Operations
(Unaudited)
(In millions, except per share amounts) Nine Months Ended
-----------------
October 2, September 26,
2009 2008
---- ----
Sales $8,230 $12,182
Cost of sales 7,699 11,259
----- ------
Gross profit 531 923
Administrative and selling expenses 355 407
Amortization of intangible assets 16 27
Restructuring charges and fixed asset
impairments 74 64
Intangible asset impairments 30 -
Other (income) expense - net (4) 1
----- ------
Operating income 60 424
Interest expense - net 136 134
Gain on retirement of debt - net (34) -
Accounts receivable securitization costs 3 2
Equity in earnings of affiliates, net of tax (9) (17)
----- ------
(Losses) earnings before income taxes (36) 305
Income tax expense 37 126
----- ------
Net (losses) earnings (73) 179
Less: Net earnings attributable to
noncontrolling interest, net of tax 13 12
----- ------
Net (losses) earnings attributable to TRW $(86) $167
==== ====
Basic (losses) earnings per share:
(Losses) earnings per share $(0.82) $1.65
====== =====
Weighted average shares outstanding 104.4 101.0
===== =====
Diluted (losses) earnings per share:
(Losses) earnings per share $(0.82) $1.63
====== =====
Weighted average shares outstanding 104.4 102.2
===== =====
A4
TRW Automotive Holdings Corp.
Condensed Consolidated Balance Sheets
(Dollars in millions) As of
-----
October 2, December 31,
2009 2008
---- ----
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $474 $756
Marketable securities - 10
Accounts receivable - net 2,149 1,570
Inventories 698 694
Prepaid expenses and other current assets 214 209
--- ---
Total current assets 3,535 3,239
Property, plant and equipment - net 2,405 2,518
Goodwill 1,770 1,765
Intangible assets - net 330 373
Pension asset 935 801
Other assets 521 576
--- ---
Total assets $9,496 $9,272
====== ======
Liabilities and Equity
Current liabilities:
Short-term debt $25 $66
Current portion of long-term debt 43 53
Trade accounts payable 1,932 1,793
Accrued compensation 278 219
Other current liabilities 1,009 1,033
----- -----
Total current liabilities 3,287 3,164
Long-term debt 2,479 2,803
Postretirement benefits other than pensions 480 486
Pension benefits 746 778
Other long-term liabilities 809 773
--- ---
Total liabilities 7,801 8,004
Commitments and contingencies
Stockholders' equity:
Preferred stock - -
Capital stock 1 1
Treasury stock - -
Paid-in-capital 1,480 1,199
Accumulated deficit (464) (378)
Accumulated other comprehensive income 532 309
--- ---
Total TRW stockholders' equity 1,549 1,131
Noncontrolling interest 146 137
--- ---
Total equity 1,695 1,268
----- -----
Total liabilities and equity $9,496 $9,272
====== ======
A5
TRW Automotive Holdings Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions) Nine Months Ended
-----------------
October 2, September 26,
2009 2008
---- ----
Operating Activities
Net (losses) earnings $(73) $179
Adjustments to reconcile net (losses)
earnings to net cash (used in) provided by
operating activities:
Depreciation and amortization 367 445
Net pension and other postretirement
benefits income and contributions (172) (140)
Net gain on retirement of debt (34) -
Intangible asset impairment charges 30 -
Fixed asset impairment charges 8 20
Net gains on sales of assets (3) (4)
Other - net 14 (9)
Changes in assets and liabilities, net of
effects of businesses acquired:
Accounts receivable - net (491) (518)
Inventories 29 (45)
Trade accounts payable 53 (94)
Prepaid expense and other assets 118 (29)
Other liabilities 97 199
-- ---
Net cash (used in) provided by operating
activities (57) 4
Investing Activities
Capital expenditures, including other
intangible assets (121) (338)
Acquisitions of businesses, net of cash
acquired - (41)
Investment in affiliates - (5)
Proceeds from sale/leaseback transactions - 1
Net proceeds from asset sales 3 6
--- ---
Net cash used in investing activities (118) (377)
Financing Activities
Change in short-term debt (41) 10
Net (repayments on) proceeds from revolving
credit facility (203) 50
Proceeds from issuance of long-term debt,
net of fees 1,075 4
Proceeds from issuance of capital stock,
net of fees 269 -
Redemption of long-term debt (1,223) (61)
Proceeds from exercise of stock options 1 4
Other - net (8) -
-- --
Net cash (used in) provided by financing
activities (130) 7
Effect of exchange rate changes on cash 23 (18)
-- ---
Decrease in cash and cash equivalents (282) (384)
Cash and cash equivalents at beginning of
period 756 895
--- ---
Cash and cash equivalents at end of period $474 $511
==== ====
A6
TRW Automotive Holdings Corp.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
The reconciliation schedules below should be read in conjunction with the TRW Automotive Holdings Corp. Annual Report on Form 10-K for the year ended December 31, 2008, Quarterly Reports on Form 10-Q for the periods ended April 3, 2009 and July 3, 2009, and Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on February 20, 2009, May 6, 2009, August 4, 2009, and July 29, 2009, respectively, which contain summary historical data. EBITDA, Adjusted EBITDA and free cash flow are not recognized terms under GAAP and do not purport to be alternatives to the comparable GAAP amounts. Further, since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies.
EBITDA and Adjusted EBITDA
EBITDA as calculated below is a measure used by management to evaluate the operating performance of the Company and its business segments and to forecast future periods. Adjusted EBITDA is defined as EBITDA excluding restructuring charges, asset impairments and other significant special items. Management uses Adjusted EBITDA to evaluate the performance of on-going operations separate from items that may have a disproportionate impact in any particular period. EBITDA and Adjusted EBITDA are frequently used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry.
EBITDA and Adjusted EBITDA do not purport to be alternatives to net earnings (losses) as an indicator of operating performance, nor to cash flows from operating activities as a measure of liquidity. Additionally, neither is intended to be a measure of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.
(Dollars in millions) Three Months Nine Months
Ended Ended
------------------ -----------------
October 2, September 26, October 2, September 26,
2009 2008 2009 2008
---- ---- ---- ----
GAAP net earnings
(losses) attributable
to TRW $56 $(54) $(86) $167
Income tax expense 28 23 37 126
Interest expense - net 54 43 136 134
Accounts receivable
securitization costs 1 - 3 2
Depreciation and
amortization 128 145 367 445
--- --- --- ---
EBITDA 267 157 457 874
Restructuring charges
and fixed asset
impairments 24 32 74 64
Intangible asset
impairments - - 30 -
Net loss (gain) on
retirement of debt 1 - (34) -
--- --- --- ---
Adjusted EBITDA $292 $189 $527 $938
==== ==== ==== ====
Free Cash Flow
Free cash flow represents net cash provided by (used in) operating activities less capital expenditures, and is used by management in analyzing the Company's ability to service and repay its debt and to forecast future periods. However, this measure should not be used as a substitute for net cash provided by (used in) operating activities since it does not reflect cash used to service debt and, therefore, does not reflect funds available for investment or other discretionary uses.
(Dollars in millions) Three Months Nine Months
Ended Ended
------------------ -----------------
October 2, September 26, October 2, September 26,
2009 2008 2009 2008
---- ---- ---- ----
Cash flow provided by
(used in) operating
activities $174 $79 $(57) $4
Capital expenditures (49) (121) (121) (338)
--- ---- ---- ----
Free cash flow $125 $(42) $(178) $(334)
==== ==== ===== =====
A7
TRW Automotive Holdings Corp.
Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
(Unaudited)
During the three months ended October 2, 2009, the Company recorded restructuring charges of $22 million related primarily to severance, retention and outplacement services. Additionally, in accordance with ASC 360 (formerly, SFAS 144), the Company recorded fixed asset impairment charges of $2 million. The Company also recorded a net loss on retirement of debt of $1 million.
(In millions, Three Months Three Months
except per Ended Ended
share amounts) October 2, 2009 October 2, 2009
Actual Adjustments Adjusted
------ ----------- --------
Sales $3,108 $- $3,108
Cost of sales 2,807 - 2,807
--- --- ---
Gross profit 301 - 301
Administrative
and selling expenses 131 - 131
Amortization of intangible
assets 5 - 5
Restructuring charges and
fixed asset impairments 24 (24) (a) -
Other expense - net - - -
--- --- ---
Operating income 141 24 165
Interest expense - net 54 - 54
Loss on retirement of
debt - net 1 (1) (b) -
Account receivable
securitization costs 1 - 1
Equity in earnings of
affiliates, net of tax (5) - (5)
--- --- ---
Earnings before
income taxes 90 25 115
Income tax expense 28 5 (c) 33
--- --- ---
Net earnings 62 20 82
Less: Net earnings
attributable to
noncontrolling
interest, net of tax 6 - 6
--- --- ---
Net earnings attributable
to TRW $56 $20 $76
=== === ===
Basic earnings per share:
Earnings per share $0.51 $0.69
===== =====
Weighted average shares
outstanding 110.7 110.7
===== =====
Diluted earnings per share:
Earnings per share $0.50 $0.68
===== =====
Weighted average shares
outstanding 111.9 111.9
===== =====
-----------------
(a) Represents the elimination of restructuring charges and fixed asset
impairments.
(b) Represents the elimination of the loss on retirement of debt.
(c) Represents the elimination of the income tax impact of the above
adjustments.
A8
TRW Automotive Holdings Corp.
Reconciliation of GAAP Net Losses to Adjusted Net Losses
(Unaudited)
During the nine months ended October 2, 2009, the Company recorded restructuring charges of $66 million related primarily to severance, retention and outplacement services. Additionally, in accordance with ASC 350 (formerly, SFAS 142) and ASC 360, the Company recorded intangible asset impairment charges of $30 million and fixed asset impairment charges of $8 million. The Company also recorded a net gain on retirement of debt of $34 million.
(In millions, Nine Months Nine Months
except per share Ended Ended
amounts) October 2, 2009 October 2, 2009
Actual Adjustments Adjusted
------ ----------- --------
Sales $8,230 $- $8,230
Cost of sales 7,699 - 7,699
----- ---- -----
Gross profit 531 - 531
Administrative and
selling expenses 355 - 355
Amortization of
intangible assets 16 - 16
Restructuring charges and
fixed asset impairments 74 (74) (a) -
Intangible asset
impairments 30 (30) (b) -
Other income - net (4) - (4)
----- ---- -----
Operating income 60 104 164
Interest expense - net 136 - 136
Gain on retirement
of debt - net (34) 34 (c) -
Account receivable
securitization costs 3 - 3
Equity in earnings of
affiliates, net of tax (9) - (9)
----- ---- -----
(Losses) earnings
before income taxes (36) 70 34
Income tax expense 37 15 (d) 52
-- -- --
Net (losses) earnings (73) 55 (18)
Less: Net earnings
attributable to
noncontrolling interest,
net of tax 13 - 13
----- ---- -----
Net losses attributable
to TRW $(86) $55 $(31)
===== === =====
Basic losses per share:
Losses per share $(0.82) $(0.30)
====== ======
Weighted average
shares outstanding 104.4 104.4
===== =====
Diluted losses per share:
Losses per share $(0.82) $(0.30)
====== ======
Weighted average
shares outstanding 104.4 104.4
===== =====
------------------
(a) Represents the elimination of restructuring charges and fixed asset
impairments.
(b) Represents the elimination of intangible asset impairments.
(c) Represents the elimination of the gain on retirement of debt.
(d) Represents the elimination of the income tax impact of the above
adjustments.
A9
TRW Automotive Holdings Corp.
Reconciliation of GAAP Net Losses to Adjusted Net Losses
(Unaudited)
During the three months ended September 26, 2008, the Company recorded restructuring charges of $30 million related primarily to severance, retention and outplacement services. Additionally, in accordance with ASC 360, the Company recorded fixed asset impairment charges of $2 million.
(In millions, Three Months Ended Three Months Ended
except per share September 26, 2008 September 26, 2008
amounts) Actual Adjustments Adjusted
-------- ----------- --------
Sales $3,592 $- $3,592
Cost of sales 3,411 - 3,411
----- ----- -----
Gross profit 181 - 181
Administrative and
selling expenses 139 - 139
Amortization of
intangible assets 9 - 9
Restructuring charges and
fixed asset impairments 32 (32) (a) -
Other expense - net (11) - (11)
----- ----- -----
Operating income 12 32 44
Interest expense - net 43 - 43
Equity in earnings
of affiliates, net of tax (2) - (2)
----- ----- -----
(Losses) earnings before
income taxes (29) 32 3
Income tax expense 23 - 23
----- ----- -----
Net losses (52) 32 (20)
Less: Net earnings
attributable to noncontrolling
interest, net of tax 2 - 2
--- --- ---
Net losses attributable
to TRW $(54) $32 $(22)
===== === =====
Basic losses per share:
Losses per share $(0.53) $(0.22)
====== ======
Weighted average shares
outstanding 101.2 101.2
===== =====
Diluted losses per share:
Losses per share $(0.53) $(0.22)
====== ======
Weighted average shares
outstanding 101.2 101.2
===== =====
-------------------
(a) Represents the elimination of restructuring charges and fixed asset
impairments.
A10
TRW Automotive Holdings Corp.
Reconciliation of GAAP Net Earnings to Adjusted Net Earnings
(Unaudited)
During the nine months ended September 26, 2008, the Company recorded restructuring charges of $44 million related primarily to severance, retention and outplacement services. Additionally, in accordance with ASC 360, the Company recorded fixed asset impairment charges of $20 million.
(In millions, except Nine Months Ended Nine Months Ended
per share amounts) September 26, 2008 September 26, 2008
Actual Adjustments Adjusted
------ ----------- --------
Sales $12,182 $- $12,182
Cost of sales 11,259 - 11,259
------ ----- ------
Gross profit 923 - 923
Administrative and
selling expenses 407 - 407
Amortization of
intangible assets 27 - 27
Restructuring charges and
fixed asset impairments 64 (64) (a) -
Other income - net 1 - 1
------ ----- ------
Operating income 424 64 488
Interest expense - net 134 - 134
Account receivable
securitization costs 2 - 2
Equity in earnings of
affiliates, net of tax (17) - (17)
------ ----- ------
Earnings before income
taxes 305 64 369
Income tax expense 126 3 (b) 129
------ ----- ------
Net earnings 179 61 240
Less: Net earnings
attributable to
noncontrolling
interest, net of tax 12 - 12
------ ----- ------
Net earnings
attributable to TRW $167 $61 $228
==== === ====
Basic earnings per share:
Earnings per share $1.65 $2.26
===== =====
Weighted average
shares outstanding 101.0 101.0
===== =====
Diluted earnings per share:
Earnings per share $1.63 $2.23
===== =====
Weighted average
shares outstanding 102.2 102.2
===== =====
------------------
(a) Represents the elimination of restructuring charges and fixed asset
impairments.
(b) Represents the elimination of the income tax impact of the above
adjustment.
TRW Automotive Holdings Corp.
CONTACT: Investor Relations, Mark Oswald, +1-734-855-3140; or Media, John Wilkerson, +1-734-855-3864
Web Site: http://www.trw.com/
Company News On-Call: http://www.prnewswire.com/comp/853755.html
Webcast Alert: Global Industries, Ltd. Schedules Press Release and Conference Call on Operating Results for Third Quarter Ended September 30, 2009
CARLYSS, La., Oct. 19 /PRNewswire-FirstCall/ -- Global Industries, Ltd. today announced it will issue a press release reporting the Company's earnings for the Third Quarter 2009 after the stock market closes on Wednesday, November 4, 2009. The press release will be followed by a conference call with analysts and investors the following day, Thursday, November 5, 2009, at 9:00 a.m. Central Standard Time.
Participating in the call will be:
-- John A. Clerico, Chairman and Chief Executive Officer
-- Peter S. Atkinson, President
-- Jeffrey B. Levos, Senior Vice President and Chief Financial Officer
Anyone wishing to listen to the conference call may dial 888-677-0183 (domestic) or 1-773-756-0451 (international) and request connection to the "Global Third Quarter Earnings Call." Phone lines will open fifteen minutes prior to the start of the call. The call will also be webcast in real time on the Company's website at http://www.globalind.com/ where it will be archived for anytime reference until November 26, 2009.
All individuals listening to the conference call or the replay are reminded that all conference call material is copyrighted by Global and cannot be recorded or rebroadcast without Global's express written consent.
Global Industries, Ltd. is a leading solutions provider of offshore construction, engineering, project management and support services including pipeline construction, platform installation and removal, deepwater/SURF installations, IRM, and diving to the oil and gas industry worldwide. The Company's shares are traded on the NASDAQ Global Select Market under the symbol "GLBL".
Global Industries, Ltd.
CONTACT: Global Industries, Ltd., Investor Relations, +1-281-529-7799
Web Site: http://www.globalind.com/
Holly Corporation Third Quarter 2009 Earnings Release and Conference Webcast
DALLAS, Oct. 15 /PRNewswire-FirstCall/ -- Holly Corporation plans to announce results for the quarter ended September 30, 2009 on November 5, 2009, before the opening of trading on the NYSE. The company has scheduled a webcast conference call on November 5, 2009 at 4:00PM Eastern time to discuss financial results.
This webcast may be accessed at: http://www.videonewswire.com/event.asp?id=63067
An audio archive of this webcast will be available using the above noted link through November 18, 2009.
Holly Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel and jet fuel. Holly operates through its subsidiaries an 100,000 barrel per stream day ("bpsd") refinery located in Artesia, New Mexico, a 85,000 bpsd refinery in Tulsa, Oklahoma, and a 31,000 bpsd refinery in Woods Cross, Utah. Holly also owns a 41% interest (including the general partner interest) in Holly Energy Partners, L.P. , which through subsidiaries owns or leases approximately 2,500 miles of petroleum pipelines in Texas, New Mexico and Oklahoma and petroleum product terminals in several Southwest and Rocky Mountain states.
Audio: http://www.videonewswire.com/event.asp?id=63067
Holly Corporation
CONTACT: Bruce Shaw, Senior Vice President and Chief Financial Officer, or M. Neale Hickerson, Vice President-Investor Relations, both of Holly Corporation, +1-214-871-3555
Web Site: http://www.hollycorp.com/ http://www.hollycorp.com/
Crown Crafts, Inc. to Announce Results for Second Quarter of Fiscal Year 2010
GONZALES, La., Nov. 4 /PRNewswire-FirstCall/ -- Crown Crafts, Inc. (Nasdaq-CM: CRWS) intends to release the results of its operations for the second quarter of fiscal year 2010 before the market opens on Wednesday, November 11, 2009. E. Randall Chestnut, Chairman, President and Chief Executive Officer, and Olivia W. Elliott, Chief Financial Officer, will host a teleconference at 1:00 p.m. Central Standard Time on that day to discuss the Company's results and answer appropriate questions.
Interested individuals may join the teleconference by dialing (800) 288-8975. Please refer to confirmation number 117978. The teleconference can also be accessed in listen-only mode by visiting the Company's website at http://www.crowncrafts.com/. The financial information to be discussed during the teleconference may be found on the investor relations portion of the Company's website after earnings are released.
A telephone replay of the teleconference will be available from 2:30 p.m. Central Standard Time on November 11, 2009 through 11:59 p.m. Central Standard Time on November 18, 2009. To access the replay, dial (800) 475-6701 in the United States or (320) 365-3844 from international locations. The access code for the replay is 117978.
Crown Crafts, Inc. designs, markets and distributes infant, toddler and juvenile consumer products, including bedding, blankets, bibs, bath items and the recently-acquired portfolio of the mess protection products of Neat Solutions. Its operating subsidiaries include Hamco, Inc. in Louisiana and Crown Crafts Infant Products, Inc. in California. Crown Crafts is America's largest producer of infant bedding, bibs and bath items. The Company's products include licensed and branded collections as well as exclusive private label programs for certain of its customers.
Crown Crafts
CONTACT: Investor Relations Department, +1-225-647-9146, or Halliburton Investor Relations, +1-972- 458-8000
Web Site: http://www.crowncrafts.com/
China Green Agriculture, Inc. Launches Three New Fertilizer Products
Strengthens Distribution Network with 7 New Distributors in Q1 FY2010
XI'AN, China, Nov. 4 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. (NYSE Amex: CGA; "China Green Agriculture" or "the Company"), a leading producer and distributor of humic acid ("HA") based compound fertilizer through its wholly owned subsidiary, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., today announced that it launched three new HA based fertilizer products in the quarter ended September 30, 2009.
China Green Agriculture currently offers 137 different HA based compound fertilizers, which are distributed via the Company's 537 individual distributors covering 21 provinces, 4 autonomous regions and 3 municipal cities in China. Its fertilizer products are certified by the Chinese government as "Green Food Production Materials".
The following is a brief description of the Company's three new products:
Jinong Humic Acid Boron -- a highly concentrated powder based fertilizer specifically developed to prevent Boron deficiency, which is a disorder affecting plants growing in deficient soils and is often associated with areas of high rainfall and leached soils. It promotes fullness of the fruits and stimulates more buds in the flowering stage.
Jinong Hyperkalemic Fertilization -- a highly concentrated powder based fertilizer that can be used as a substitute for soil top-dressing after dilution and is quickly absorbed by all crops. It improves the immune system and development of the plant and stimulates more buds in the flowering stage while promoting fullness of the fruits.
Jinong Solid Organic Fertilizer -- rich in humic acid and amino acid, this time-released granular fertilizer prevents adverse affects caused by disease, drought and flood. It promotes seedling growth and enhances the retention of water and nutrients while increasing plant productivity and crop yields.
"Our goal is to continue to introduce new products to the market quickly through our rapid and efficient R&D processes," said Mr. Tao Li, the Company's chairman and CEO. "Our recently announced plans to build an additional 12 new greenhouses over an area of approximately 88 acres will further increase the company's ability to develop both liquid and powder fertilizer products as well as humic acid based derivatives such as pesticides and herbicides. We are confident that the growing demand for our green fertilizer products coupled with our expanding R&D platform will enable us to deliver incremental revenue and earnings growth, while expanding both gross and operating margins."
Distribution Network Update
Additionally, the Company announced that that it has signed agreements with 7 new distributors throughout the quarter ending September 30, 2009. The 7 new clients have increased the Company's regional distributor base to 537 individual distributors and have strengthened the Company's distribution footprint in key provinces, autonomous regions and municipal cities, including Shanghai and Guangxi.
About China Green Agriculture, Inc.
China Green Agriculture, Inc. produces and distributes humic acid ("HA") based compound fertilizer through its wholly owned subsidiary, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., ("Jinong"). Jinong produces and sells over 130 different kinds of fertilizer products per year. All of Jinong's fertilizer products are certified by the PRC government as green food production materials, as stated by the China Green Food Research Center. Jinong's fertilizers are highly concentrated liquids which require an application of approximately 120 ml per mu per application. Its average end user has approximately four mu of land (one mu = .165 acres). Jinong also has the capacity to produce highly concentrated powdered fertilizers. China Green Agriculture currently markets its fertilizer products to private wholesalers and retailers of agricultural farm products in 21 provinces, 4 autonomous regions and 3 municipal cities in the PRC. The leading five provinces which collectively accounted for 36.4% of the Company's fertilizer revenue for the year ended June 30, 2009 are Shandong (9.5%), Shaanxi (8.3%), Heilongjiang (6.5%), Xinjiang (6.5%) and Anhui (5.9%). For more information, visit http://www.cgagri.com/ .
Safe Harbor Statement
This press release contains forward-looking statements concerning the Company's business, products and financial results. The Company's actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic and business conditions, development, shipment, market acceptance, additional competition from existing and new competitors, the impact of competitive products or pricing, changes in technology, additional financing requirements, development of new products, government approval processes, technological changes, and various other factors beyond the Company's control. All forward-looking statements are expressly qualified in their entirety by this Safe Harbor Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Green Agriculture undertakes no duty to revise or update any forward- looking statements to reflect events or circumstances after the date of this release.
For more information, please contact:
In the US:
China Green Agriculture, Inc.
Ms. Ying Yang, Chief Financial Officer
Tel: +1-626-623-2575
Email: yangying@cgagri.com
OR
HC International, Inc.
Ted Haberfield, Executive VP
Tel: +1-760-755-2716
Email: thaberfield@hcinternational.net
In China:
China Green Agriculture, Inc.
Mr. Jonnie Wang, Secretary of Board, Investor Relations Officer
Tel: +86-29-8826-6368
Email: wangxilong@cgagri.com
China Green Agriculture, Inc.
CONTACT: In the US: China Green Agriculture, Inc., Ms. Ying Yang, Chief Financial Officer, +1-626-623-2575, or yangying@cgagri.com; or HC International, Inc., Ted Haberfield, Executive VP, +1-760-755-2716, or thaberfield@hcinternational.net; In China: China Green Agriculture, Inc., Mr. Jonnie Wang, Secretary of Board, Investor Relations Officer, +86-29-8826-6368, or wangxilong@cgagri.com
Web site: http://www.cgagri.com/
Mindray Medical CFO, Ronald Ede, to Participate as a Panelist at the Financial Times' Global Pharmaceutical and Biotechnology Conference
SHENZHEN, China, Nov. 4 /PRNewswire-Asia-FirstCall/ -- Mindray Medical International Limited , a leading developer, manufacturer and marketer of medical devices worldwide, announced today that Mr. Ronald Ede, Chief Financial Officer, will participate in a panel discussion at the Financial Times' Global Pharmaceutical and Biotechnology Conference, which will be held at the Millennium Mayfair Hotel in London on November 17-18, 2009.
Mr. Ede will present as a guest panelist during the panel entitled "Exploring New Avenues for Innovation, Growth and Profitability -- The Role of Emerging Markets," which will take place on November 17, 2009 from 3:15-4:15 GMT.
To learn more about the Financial Times' Global Pharmaceutical and Biotechnology Conference, please visit http://www.ftconferences.com/pharmabio .
About Mindray
We are a leading developer, manufacturer and marketer of medical devices worldwide. We maintain global headquarters in Shenzhen, China, U.S. headquarters in Mahwah, New Jersey and multiple sales offices in major international markets. From our main manufacturing and engineering base in China and through our worldwide distribution network, we are able to supply internationally a broad range of products across three primary business segments, comprised of patient monitoring and life support products, in-vitro diagnostic products and medical imaging systems. For more information, please visit http://ir.mindray.com/ .
For further information, please contact:
In the U.S.:
FD
Evan Smith, CFA
Tel: +1-212-850-5606
Email: evan.smith@fd.com
John Capodanno
Tel: +1-212-850-5705
Email: john.capodanno@fd.com
In China:
Cathy Gao
Tel: +86-755-2658-2518
Email: cathy.gao@mindray.com
Mindray Medical International Limited
CONTACT: In the U.S., Evan Smith, CFA, +1-212-850-5606, evan.smith@fd.com, or John Capodanno, +1-212-850-5705, john.capodanno@fd.com, both of FD; or In China, Cathy Gao of Mindray Medical International Limited, +86-755-2658-2518, cathy.gao@mindray.com
Web site: http://www.mindray.com/ http://ir.mindray.com/ http://www.ftconferences.com/pharmabio
PolyOne Announces Third Quarter 2009 Results- Earnings per share improves to $0.53; $0.14 excluding special items and tax adjustments - Third quarter revenues increase 10 percent sequentially from second quarter - Cash balance expands to $241.0 million at quarter end - Combined operating income from specialty businesses is the highest in PolyOne history
CLEVELAND, Nov. 4 /PRNewswire-FirstCall/ -- PolyOne Corporation today reported net income of $49.6 million, or $0.53 per diluted share in the third quarter of 2009, compared with a net loss of $5.6 million or $0.06 per diluted share in the third quarter of 2008. On a comparable basis, before special items and the tax items noted below, PolyOne reported net income of $0.14 per share in the third quarter of 2009, versus the $0.13 per share of income reported for the third quarter of 2008.
The Company reported 2009 third quarter revenues of $548.3 million, a 25 percent decrease compared with revenues of $735.1 million in the third quarter of 2008, but a 10 percent increase from the second quarter of 2009. While demand improved sequentially, it is still below the prior year as volume fell 20 percent versus the third quarter of 2008.
"Third quarter earnings per share before special items and tax items surpassed the third quarter of last year as gross margin expansion offset the impact of volume declines," said Stephen D. Newlin, chairman, president and chief executive officer. "I am particularly pleased with the performance of our specialty platform which reported $19.5 million of operating income for the third quarter - the highest ever in PolyOne history."
Newlin continued, "In 2005, PolyOne derived only 2 percent of its business unit operating income from specialty businesses. In the third quarter of 2009, specialty operating income contributed 47 percent of total business unit operating income. This is a record for PolyOne and very strong evidence that we are transforming PolyOne into a specialty company."
The Company's third quarter 2009 gross margin before special items of 18.1 percent represents 630 basis points of improvement from the third quarter of 2008 (See attachment 6). The third quarter 2009 gross margin improvement changes from the third quarter of 2008 and second quarter of 2009 are summarized as follows:
Q3 09 vs. Q3 08
---------------
Q3 08 Gross margin 8.9%
Special items in gross margin 2.9%
---
Q3 08 Gross margin before special items 11.8%
Restructuring savings 1.5%
Volume/price/mix 3.7%
LIFO reserve adjustments 1.1%
---
Q3 09 Gross margin before special items 18.1%
Special items in gross margin 1.5%
---
Q3 09 Gross margin 19.6%
Q3 09 vs. Q2 09
---------------
Q2 09 Gross margin 17.4%
Special items in gross margin 0.8%
---
Q2 09 Gross margin before special items 18.2%
Volume/price/mix 0.7%
LIFO reserve adjustments -0.8%
---
Q3 09 Gross margin before special items 18.1%
Special items in gross margin 1.5%
---
Q3 09 Gross margin 19.6%
Included in the results for the third quarter of 2009 are pre-tax special items netting to $27.5 million ($17.7 million after-tax). Pre-tax special items include:
-- $23.9 million gain related to cash received from our former parent
company as partial reimbursement for previously incurred environmental
costs;
-- $21.1 million curtailment gain associated with previously announced
plans to reduce or eliminate certain postretirement benefits;
-- $12.1 million of expenses associated with previously announced
restructuring actions; and
-- $5.4 million for environmental costs associated with plants no longer
owned or operated.
During the third quarter, the Company also recorded a reduction in its tax valuation allowance and a favorable tax adjustment related to a state tax refund. The Company initially recorded a valuation allowance against U.S. deferred tax assets during the fourth quarter of 2008.
The chart below provides a comparison of third quarter 2009 results with the third quarter of 2008, showing the impact of special items and the above-mentioned tax matters:
Q3 09 EPS Q3 08 EPS
----- --- ----- ---
Net income $49.6 $0.53 $(5.6) $(0.06)
Special items,
after-tax (17.7) (0.19) 17.7 0.19
Tax adjustments (18.5) (0.20) - -
----- ----- ----- -----
$13.4 $0.14 $12.1 $0.13
During the third quarter of 2009, the Company generated $82.3 million of cash flow from operations and reported $241.0 million of cash on hand as of September 30, 2009. Combined with its undrawn and available accounts receivable facility, liquidity increased to $344.4 million. Short term debt was reduced $20.6 million during the quarter.
"Last quarter we cautioned that during the second half of 2009 we would see lower earnings from our SunBelt joint venture and diminished LIFO benefits," said Robert M. Patterson, senior vice president and chief financial officer. "Both of these statements proved correct during the third quarter; however, better than expected revenues, continued gross margin expansion, and SG&A reductions allowed us to improve earnings per share before special items from the second quarter of this year."
Outlook Update
While third quarter 2009 revenues and earnings per share before special items improved sequentially from the second quarter, the Company does not expect this to continue into the fourth quarter, largely due to end-market seasonality and an expectation of customers suspending production for extended periods during the holidays. Further, while publicly reported chlor-alkali prices may have bottomed during the third quarter, SunBelt's earnings are likely to fall sequentially, as selling prices lag the publicly reported data.
"Historically, our fourth quarter revenue is below our second and third quarters due to the seasonality of end markets such as building and construction, and this may be exacerbated by extended plant shutdowns toward the end of the year," said Newlin. "That being said, and as we look beyond this short term seasonal phenomenon, we are cautiously optimistic about the direction of the global economy going into 2010. In general, we expect demand will improve and combined with new business gains, we expect that 2010 revenues will exceed 2009."
Third Quarter 2009 Earnings Release and Conference Call
PolyOne will host a conference call at 9 a.m. Eastern Time on Wednesday, November 4, 2009. The conference dial-in number is 866-543-6403 (domestic) or 617-213-8896 (international), passcode 81765586, conference topic: third quarter 2009 PolyOne earnings conference call. The call will be available for replay until November 11, 2009 on the Company's Web site at http://www.polyone.com/investor or by phone at 888-286-8010 (domestic) or 617-801-6888 (international). The passcode for the replay is 50218746.
About PolyOne
PolyOne Corporation, with 2008 revenues of $2.7 billion, is a premier provider of specialized polymer materials, services and solutions. Headquartered outside of Cleveland, Ohio USA, PolyOne has operations around the world. For additional information on PolyOne, visit our Web site at http://www.polyone.com/.
To access PolyOne's news library online, please visit http://www.polyone.com/news.
Forward-looking Statements
In this press release, statements that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management's expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. They use words such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance and/or sales. Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; the continued degradation in the North American residential construction market; the financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; the effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks; changes in polymer consumption growth rates in the markets where PolyOne conducts business; changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; fluctuations in raw material prices, quality and supply and in energy prices and supply; production outages or material costs associated with scheduled or unscheduled maintenance programs; unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; an inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions and employee productivity goals; an inability to raise or sustain prices for products or services; an inability to maintain appropriate relations with unions and employees; and other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and changes in the rate of inflation. The above list of factors is not exhaustive.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any further disclosures we make on related subjects in our reports on Form 10-Q, 8-K and 10-K that we provide to the Securities and Exchange Commission.
Attachment 1
Supplemental Information
Summary of Consolidated Operating Results (Unaudited)
Third Quarter 2009
(In millions, except per share data)
Operating results: Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ---------------
2009 2008 2009 2008
---- --- --- ----
Sales $548.3 $735.1 $1,508.2 $2,196.9
Operating income 56.2 1.3 72.8 45.4
Net income (loss) 49.6 (5.6) 43.8 9.7
Basic earnings (loss)
per share $0.54 $(0.06) $0.47 $0.10
Diluted earnings (loss)
per share $0.53 $(0.06) $0.47 $0.10
Total basic and diluted
per share impact of
special items (1) $0.19 $(0.19) $0.04 $(0.23)
Special items (1): Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ---------------
2009 2008 2009 2008
---- --- --- ----
Cost of sales
Employee separation and
plant phaseout costs $(10.5) $(11.5) $(23.2) $(11.9)
Reimbursement of
previously incurred
environmental costs 23.9 - 23.9 -
Environmental
remediation costs (5.4) (10.4) (8.3) (14.3)
---- --- --- -----
Impact on cost of sales 8.0 (21.9) (7.6) (26.2)
Selling and administrative
Legal - - (0.2) -
Curtailment gain 21.1 - 21.1 -
Employee separation and
plant phaseout costs (1.6) (0.1) (2.0) (1.2)
---- --- --- ----
Impact on selling and
administrative 19.5 (0.1) 18.9 (1.2)
Write-down of certain
assets of an
investment in equity
affiliates - (4.7) - (4.7)
Adjustment to
impairment of goodwill - - (5.0) -
Impact on operating
income and (loss)
income before income
taxes 27.5 (26.7) 6.3 (32.1)
Income tax (expense)
benefit on special
items (9.8) 9.0 (2.2) 10.9
---- --- --- ----
Impact of special items
on net income (loss) $17.7 $(17.7) $4.1 $(21.2)
===== ====== ==== ======
Basic and diluted
impact per common
share $0.19 $(0.19) $0.04 $(0.23)
Weighted average shares
used to compute
earnings per share:
Basic 92.4 92.9 92.4 92.9
Diluted 93.9 92.9 93.0 93.5
(1) Special items is a non-GAAP financial measure. Special items include charges related to specific strategic initiatives or financial restructurings such as: consolidation of operations; employee separation costs resulting from personnel reduction programs, plant phaseout costs, executive separation agreements; asset impairments; environmental remediation costs, fines or penalties for facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; and the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results or the effect of adverse determinations by regulatory agencies relating to accounting principles or treatment.
Attachment 2
PolyOne Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(In millions, except per share data)
Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ---------------
2009 2008 2009 2008
---- ---- ---- ----
Sales $548.3 $735.1 $1,508.2 $2,196.9
Cost of sales 441.0 669.9 1,255.4 1,958.3
Gross margin 107.3 65.2 252.8 238.6
Selling and
administrative 56.3 69.7 203.6 217.6
Adjustment to
impairment of
goodwill - - 5.0 -
Income from equity
affiliates 5.2 5.8 28.6 24.4
--- --- ---- ----
Operating income 56.2 1.3 72.8 45.4
Interest expense, net (8.5) (9.7) (26.1) (27.9)
Other expense, net (1.2) - (8.5) (2.7)
---- ---- ---- ----
Income (loss) before
income taxes 46.5 (8.4) 38.2 14.8
Income tax benefit
(expense) 3.1 2.8 5.6 (5.1)
--- --- --- ----
Net income (loss) $49.6 $(5.6) $43.8 $9.7
===== ===== ===== ====
Basic earnings (loss)
per common share $0.54 $(0.06) $0.47 $0.10
Diluted earnings
(loss) per common
share $0.53 $(0.06) $0.47 $0.10
Weighted-average
shares used to
compute earnings per
share:
Basic 92.4 92.9 92.4 92.9
Diluted 93.9 92.9 93.0 93.5
Equity affiliates
earnings recorded by
PolyOne:
SunBelt $4.8 $10.2 $26.6 $26.8
Other equity
affiliates 0.4 (4.4) 2.0 (2.4)
--- ---- --- ----
Income from equity
affiliates $5.2 $5.8 $28.6 $24.4
==== ==== ===== =====
Attachment 3
PolyOne Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)
September 30, December 31,
2009 2008
---- ----
Assets
Current assets:
Cash and cash equivalents $241.0 $44.3
Accounts receivable, net 297.2 262.1
Inventories 158.2 197.8
Deferred income tax assets 0.5 1.0
Other current assets 15.6 19.9
---- ----
Total current assets 712.5 525.1
Property, net 395.6 432.0
Investment in equity affiliates and
nonconsolidated subsidiary 21.4 20.5
Goodwill 159.0 163.9
Other intangible assets, net 66.7 69.1
Deferred income tax assets - 0.5
Other non-current assets 66.9 66.6
---- ----
Total assets $1,422.1 $1,277.7
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt $39.9 $19.8
Short-term debt 0.6 6.2
Accounts payable 260.1 160.0
Accrued expenses and other liabilities 116.7 118.2
----- -----
Total current liabilities 417.3 304.2
Long-term debt 389.0 408.3
Postretirement benefits other than pensions 24.1 80.9
Pension benefits 206.8 225.0
Deferred income tax liabilities 4.3 -
Other non-current liabilities 94.8 83.4
Shareholders' equity 285.8 175.9
----- -----
Total liabilities and shareholders' equity $1,422.1 $1,277.7
======== ========
Attachment 4
PolyOne Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(In millions)
Three Months Nine Months
Ended Ended
September 30, September 30,
2009 2008 2009 2008
---- ---- ---- ----
Operating Activities
Net income $49.6 $(5.6) $43.8 $9.7
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and
amortization 15.8 20.1 49.8 51.8
Deferred income tax
provision (benefit) 0.6 (5.5) 9.4 (5.1)
Provision for doubtful
accounts 1.5 2.5 3.0 5.3
Stock compensation expense 0.8 0.7 2.2 2.2
Adjustment to impairment of
goodwill - - 5.0 -
Asset write-downs and
impairment charges 6.3 0.5 7.7 0.5
Companies carried at
equity:
Income from equity
affiliates (5.2) (5.8) (28.6) (24.4)
Dividends and distributions
received 13.4 12.5 27.6 20.8
Change in assets and
liabilities, net of
acquisition:
(Increase) decrease in
accounts receivable (10.8) 5.5 (20.2) (74.4)
(Increase) decrease in
inventories (7.1) (1.6) 39.9 (34.9)
Increase (decrease) in
accounts payable 23.1 (42.2) 97.8 36.1
(Decrease) increase in sale
of accounts receivable - 12.0 (14.2) 25.8
(Decrease) increase in
accrued expenses and other (5.7) 24.2 (6.3) 3.6
---- ---- ---- ---
Net cash provided by
operating activities 82.3 17.3 216.9 17.0
Investing Activities
Capital expenditures (3.7) (9.7) (15.9) (29.6)
Investment in affiliated
company - (1.1) - (1.1)
Business acquisitions, net
of cash acquired - (0.2) - (150.2)
---- ---- ---- -------
Net cash used by investing
activities (3.7) (11.0) (15.9) (180.9)
Financing Activities
Change in short-term debt (20.6) (9.2) (5.5) 73.4
Purchase of common stock
for treasury - (8.0) - (8.0)
Issuance of long-term debt,
net of debt issuance cost - - - 77.8
Repayment of long-term debt - (10.8) - (22.2)
Proceeds from exercise of
stock options - 1.1 - 1.1
---- --- ---- ---
Net cash (used) provided by
financing activities (20.6) (26.9) (5.5) 122.1
Effect of exchange rate
changes on cash 0.7 (2.2) 1.2 0.6
--- ---- --- ---
Increase (decrease) in cash
and cash equivalents 58.7 (22.8) 196.7 (42.4)
Cash and cash equivalents
at beginning of period 182.3 59.8 44.3 79.4
----- ---- ---- ----
Cash and cash equivalents
at end of period $241.0 $37.0 $241.0 $37.0
====== ===== ====== =====
Attachment 5
Business Segment and Platform Operations (Unaudited)
(In millions)
Operating income at the segment level does not include: special items as defined on attachment 1; corporate general and administration costs that are not allocated to segments; intersegment sales and profit eliminations; share-based compensation costs; and certain other items that are not included in the measure of segment profit and loss that is reported to and reviewed by the chief operating decision maker. These costs are included in Corporate and eliminations.
Three Months Nine Months
Ended Ended
September 30, September 30,
------------- -------------
2009 2008 2009 2008
---- ---- ---- ----
Sales:
International Color and
Engineered Materials $124.4 $153.7 $333.5 $491.0
Specialty Engineered Materials 53.6 66.1 155.1 197.9
Specialty Color, Additives and
Inks 52.2 60.1 146.2 179.3
---- ---- ----- -----
Specialty Platform 230.2 279.9 634.8 868.2
Performance Products and
Solutions 180.9 274.4 510.0 807.4
PolyOne Distribution 163.1 214.7 435.1 624.0
Corporate and eliminations (25.9) (33.9) (71.7) (102.7)
----- ----- ----- ------
Sales $548.3 $735.1 $1,508.2 $2,196.9
====== ====== ======== ========
Gross margin:
International Color and
Engineered Materials $27.8 $23.3 $69.9 $82.8
Specialty Engineered Materials 14.9 12.8 36.9 36.1
Specialty Color, Additives and
Inks 14.3 13.4 35.2 37.0
---- ---- ---- ----
Specialty Platform 57.0 49.5 142.0 155.9
Performance Products and
Solutions 25.5 17.1 73.7 57.1
PolyOne Distribution 16.6 22.2 43.7 57.5
Corporate and eliminations 8.2 (23.6) (6.6) (31.9)
--- ----- ---- -----
Gross margin $107.3 $65.2 $252.8 $238.6
====== ===== ====== ======
Operating (loss) income:
International Color and
Engineered Materials $8.4 $4.6 $13.9 $22.8
Specialty Engineered Materials 5.9 5.0 11.0 11.1
Specialty Color, Additives and
Inks 5.2 4.7 9.7 11.0
--- --- --- ----
Specialty Platform 19.5 14.3 34.6 44.9
Performance Products and
Solutions 12.0 5.3 35.4 18.9
PolyOne Distribution 6.5 9.4 15.3 21.9
Resin and Intermediates 3.8 9.6 23.5 24.2
Corporate and eliminations 14.4 (37.3) (36.0) (64.5)
---- ----- ----- -----
Operating income $56.2 $1.3 $72.8 $45.4
===== ==== ===== =====
Specialty Platform consists of our three specialty businesses: International Color and Engineered Materials; Specialty Engineered Materials; and Specialty Color, Additives and Inks. We present Specialty Platform sales, gross margin, and operating income because management believes that this is useful information to investors in highlighting our collective progress in advancing our specialization strategy.
Attachment 6
Reconciliation of Non-GAAP Financial Measures (Unaudited)
(In millions, except per share data)
Senior management uses gross margin before special items and operating income before special items to assess performance and allocate resources because senior management believes that these measures are useful in understanding current profitability levels and that current levels may serve as a base for future performance. In addition, operating income before the effect of special items is a component of various PolyOne annual and long-term employee incentive plans and is used in debt covenant computations. Senior management uses free cash flow to assess our ability to service our debt. Below is a reconciliation of non-GAAP financial measures to the most directly comparable measures calculated and presented in accordance with GAAP. See attachment 1 for a definition of special items.
Reconciliation to
Consolidated Statements of
Operations Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2009 2008 2009 2008
---- ---- ---- ----
Sales $548.3 $735.1 $1,508.2 $2,196.9
Gross margin before special
items $99.3 $87.1 $260.4 $264.8
Special items in gross
margin 8.0 (21.9) (7.6) (26.2)
--- ----- ---- -----
Gross margin $107.3 $65.2 $252.8 $238.6
====== ===== ====== ======
Gross margin before special
items as a percent of
sales 18.1% 11.8% 17.3% 12.1%
Operating income before
special items $28.7 $28.0 $66.5 $77.5
Special items in operating
income 27.5 (26.7) 6.3 (32.1)
---- ----- --- -----
Operating income $56.2 $1.3 $72.8 $45.4
===== ==== ===== =====
Senior management uses comparisons of net (loss) income and basic and diluted (loss) earnings per share (EPS) before special items, tax gain and tax valuation allowance to assess performance and facilitate comparability of results with prior periods. Below is a reconciliation of these non-GAAP financial measures to their most directly comparable measure calculated and presented in accordance with GAAP.
Reconciliation to Consolidated
Statements of Operations Three Months Ended Three Months Ended
September 30, 2009 September 30, 2008
------------------ ------------------
$ EPS $ EPS
---- --- --- ---
Net income $49.6 $0.53 $(5.6) $(0.06)
Special items, after-tax
(attachment 1) (17.7) (0.19) 17.7 0.19
Tax (a) (18.5) (0.20) - -
----- ----- ---- ----
$13.4 $0.14 $12.1 $0.13
===== ===== ===== =====
Reconciliation to
Consolidated Statements of
Operations Nine Months Ended Nine Months Ended
September 30, 2009 September 30, 2008
------------------ ------------------
$ EPS $ EPS
--- --- --- ---
Net (loss) income $43.8 $0.47 $9.7 $0.10
Special items, after-tax
(attachment 1) (4.1) (0.04) 21.2 0.23
Tax (a) (17.8) (0.19) 0.3 -
----- ----- ----- -----
$21.9 $0.24 $31.2 $0.33
===== ===== ===== =====
(a) Net tax (benefit) loss from one-time foreign and domestic income tax items and deferred income tax valuation allowance adjustments on deferred tax assets
Senior management uses free cash flow to assess our ability to service our debt. Below is a reconciliation of this non-GAAP financial measure to the most directly comparable measure calculated and presented in accordance with GAAP.
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
Reconciliation to Consolidated
Statements of Cash Flows 2009 2008 2009 2008
------------------------------ ---- ---- ---- ----
Net cash provided by operating
activities $82.3 $17.3 $216.9 $17.0
Net cash used by investing
activities (3.7) (11.0) (15.9) (180.9)
(Increase) decrease in sale of
accounts receivable - (12.0) 14.2 (25.8)
---- ----- ---- -----
Free cash flow $78.6 $(5.7) $215.2 $(189.7)
===== ===== ====== ========
PolyOne Corporation
CONTACT: Investor Relations Contact: Robert M. Patterson, Senior Vice President & Chief Financial Officer, PolyOne Corporation, +1-440-930-3302; Media Contact: Amanda Marko, Director, Corporate Communications, PolyOne Corporation, +1-440-930-3162, amanda.marko@polyone.com
Web Site: http://www.polyone.com/
Ferrellgas Announces Closing of Three Year Credit Facility
OVERLAND PARK, Kan., Nov. 4 /PRNewswire-FirstCall/ -- Ferrellgas, L.P., the operating partnership of Ferrellgas Partners, L.P. , today announced the anticipated closing of its new $400 million senior secured working capital credit facility due 2012. The facility replaces the partnership's former senior unsecured credit facility due 2010.
"We are very pleased with the successful refinancing of our working capital line of credit and believe it shows the strong support of our long-term strategic lenders," commented Ryan VanWinkle, Senior Vice President and Chief Financial Officer. "Through our recent capital transactions, including the issuances totaling $90 million in equity proceeds in February and October 2009, respectively; and $300 million senior notes due 2017 issued in September 2009, we have addressed all existing debt maturities through 2011. Importantly, these transactions improve our liquidity to fund our business strategies, which are focused on profitable growth, both organically and through acquisitions."
Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., serves approximately one million customers in all 50 states, the District of Columbia and Puerto Rico. Ferrellgas employees indirectly own more than 20 million common units of the partnership through an employee stock ownership plan. More information about the partnership can be found online at http://www.ferrellgas.com/.
Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2009, and other documents filed from time to time by these entities with the Securities and Exchange Commission.
Contact:
Tom Colvin, Investor Relations, 913-661-1530
Jim Saladin, Media Relations, 913-661-1833
Ferrellgas Partners, L.P.
CONTACT: Tom Colvin, Investor Relations, +1-913-661-1530, Jim Saladin, Media Relations, +1-913-661-1833, both of Ferrellgas Partners, L.P.
Web Site: http://www.ferrellgas.com/
Deer Consumer Products, Inc. to Report 3rd Quarter Financial Results on November 5, 2009, Before US Market Opens
NEW YORK, Nov. 4 /PRNewswire-FirstCall/ -- Deer Consumer Products, Inc. (Website: http://www.deerinc.com/), one of the world's largest manufacturers of home and kitchen electronics marketing to both global and Chinese domestic consumers, announced today that the Company will report 3rd quarter financial results on November 5, 2009 before US market opens, for the quarter ended September 30, 2009.
During the 3rd quarter in 2008, DEER reported revenues of $11.54 million and net income of $1.54 million.
About Deer Consumer Products, Inc.
Deer Consumer Products, Inc. (http://www.deerinc.com/) is a NASDAQ Global Market listed U.S. public company headquartered in China. Supported by more than 103 patents and approximately 1,900 full time and part time employees, Deer is a market leader in the design, manufacture and sale of home and kitchen electric appliances marketing to the vast Chinese domestic consumer markets as well as customers in more than 40 countries worldwide. Deer's product lines include blenders, juicers, pressure cookers and other home appliances designed to improve home lifestyles in today's fast-paced society. With more than 100 global and domestic clients/branded products including Black & Decker, Ariete, Disney, Toastmaster, Magic Bullet, Back to Basics, and Wal-Mart, Deer has enjoyed rapid sales and earnings growth in the recent years.
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. There can be no assurance that actual results will not differ from the company's expectations. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect Deer'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 Deer's filings with the Securities and Exchange Commission.
Contact Information:
Corporate Contact:
Helen Wang, Corporate Secretary
Deer Consumer Products, Inc.
Tel: 011-86-755-86028285
Deer Consumer Products, Inc.
CONTACT: Helen Wang, Corporate Secretary, Deer Consumer Products, Inc., 011-86-755-86028285
Web Site: http://www.deerinc.com/
/C O R R E C T I O N -- G. Willi-Food International Ltd/
In the news release, "G. Willi-Food to Announce Third Quarter Fiscal 2009 Financial Results on November 11th" issued on 29 Oct 2009 14:03 GMT, by G. Willi-Food International Ltd nasdaq:WILC over PR Newswire, we are advised by a representative of the company that in the second paragraph, second sentence, the phone number "1-480-629-9814", as originally issued inadvertently, should have read "1-809-21-4368".
Complete, corrected release follows:
G. Willi-Food International Ltd. (the "Company" or "Willi Food"), one of Israel's largest food importers and a single-source supplier of one of the world's most extensive range of quality kosher food products, will report fiscal results for the nine month and third quarter ended September 30, 2009, on November 11, 2009.
The Company will host a conference call to discuss results on November 11, 2009 at 11:00 AM Eastern. Interested parties may participate in the conference call by dialing 877-941-6011 (US), or 1-809-21-4368 (International), 5-10 minutes prior to the start of the call. A replay of the conference call will be available from 5:00 PM EDT on November 11, 2009 through 11:59 PM EDT on December 11, 2009 by dialing 800-406-7325, access code 4179060 (US). A webcast link of the live and archived conference call will be available on the day of the call by following this link:
http://w.on24.com/r.htm?e=175085&s=1&k=17B3243A2B625BEE5C82FC80C8E8455E
(Note sometimes for the link to work you must copy and paste the link from two lines onto one URL of your browser.)
About G. Willi-Food International, Ltd.
G. Willi-Food International Ltd. is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality kosher food products. It currently imports, markets and distributes more than 1,000 food products manufactured by some 120 top-tier suppliers throughout the world to more than 1,500 customers. Willi-Food excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them. The Company also operates two subsidiaries: its wholly owned subsidiary, Gold Frost Ltd., that develops and distributes kosher chilled and frozen dairy food products internationally and Shamir Salads that is a leading international manufacturer and distributor of pre-packaged chilled Mediterranean dips and spreads. For more information, please visit the Company's website at http://www.willi-food.co.il/.
This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products and expected revenues, operating results, and earnings. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. These risks and other factors include but are not limited to: changes affecting currency exchange rates, including the NIS/U.S. Dollar exchange rate, payment default by any of our major clients, the loss of one of more of our key personnel, changes in laws and regulations, including those relating to the food distribution industry, and inability to meet and maintain regulatory qualifications and approvals for our products, termination of arrangements with our suppliers, in particular Arla Foods, loss of one or more of our principal clients ,increase or decrease in global purchase prices of food products, increasing levels of competition in Israel and other markets in which we do business, changes in economic conditions in Israel, including in particular economic conditions in the Company's core markets, our inability to accurately predict consumption of our products and risks associated with product liability claims. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2008, filed with the Securities and Exchange Commission. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. We do not assume any obligation to update the forward-looking information contained in this press release.
Company Contact:
G. Willi Food International Ltd.
Ety Sabach, CFO
+972-8-932-1000
ety@willi-food.co.il
Investor contact:
BPC Financial Marketing
John Baldissera
+1-800-368-1217
G. Willi-Food International Ltd
CONTACT: Company Contact: G. Willi Food International Ltd., Ety Sabach, CFO, +972-8-932-1000, ety@willi-food.co.il; Investor contact: BPC Financial Marketing, John Baldissera, +1-800-368-1217
Osteotech Secures 10-Year Tissue Supply AgreementRelationship with Community Tissue Services Expanded
EATONTOWN, N.J., Nov. 4 /PRNewswire-FirstCall/ -- Osteotech, Inc. , a leader in the emerging field of biologic products for regenerative healing, announced today that it entered into a multi-year tissue supply agreement with Community Tissue Services (CTS), with an initial term spanning 10 years. This new agreement replaces an existing contract between the two companies that would have expired in 2011.
Under the terms of the agreement, CTS will supply Osteotech with a specific number of whole donors and cortical shafts on a monthly basis based upon periodic forecast requirements and available tissue supply. This new agreement expires in December 2019 and includes one five year renewal term and subsequent two year renewal terms subject to six month cancellation clauses.
CTS is one of the largest tissue banks in the United States, distributing nearly 10% of all tissue grafts in the U.S. and is an accredited member of the American Association of Tissue Banks. CTS is ISO 9001:2000 Registered and is firmly committed to providing the highest quality of tissues for transplantation.
"We are excited to expand our relationship with one of the leading tissue banks in the United States," said Sam Owusu-Akyaw, Osteotech's President and Chief Executive Officer. "CTS has a commitment to respecting the gift of life to enhance patient outcomes which is wholly in-line with Osteotech's mission to leverage our technology into life-changing biologic products."
Mr. Owusu-Akyaw continued, "Our goal is to be a vanguard in the development of novel, first-in-class bio-materials that will support and heighten advances in surgical techniques and patient outcomes through the use of innovative procedure-specific biologic products. Through our patented technology platforms, we have successfully begun to introduce a wide variety of advanced biologics with unique regenerative qualities and healing properties."
"At CTS, we strive to be on the forefront of new graft development and we believe Osteotech's commitment to developing new technology that can leverage the gift of life supports our goal. We look forward to our expanded relationship with Osteotech," said David Smith, M.D., Chief Executive Officer of Community Tissue Services.
About Community Tissue Services
CTS is a quality and ethical non-profit provider of services to recipients, donor families, medical communities, and community partners through the respectful recovery, processing and distribution of tissue grafts. CTS, an accredited member of the American Association of Tissue Banks, is one of the largest tissue banks in the United States and operates regional offices in California, Texas, Indiana, Tennessee, Pennsylvania, Oregon and Ohio, and two satellite offices in Idaho and Oregon. For more information on CTS, visit http://www.communitytissue.org/ or call 937-461-3364.
About Osteotech
Osteotech, Inc., headquartered in Eatontown, New Jersey, is a global leader in providing biologic solutions for regenerative medicine to support surgeons and their patients through the development of innovative therapy-driven products that alleviate pain, promote regenerative and biologic healing and restore function. For further information regarding Osteotech or this press release, please go to Osteotech's website at http://www.osteotech.com/.
Certain statements made throughout this press release that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) regarding the Company's future plans, objectives and expected performance. Any such forward-looking statements are based on assumptions that the Company believes are reasonable, but are subject to a wide range of risks and uncertainties and, therefore, there can be no assurance that actual results may not differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's ability to develop and introduce new products, differences in anticipated and actual product and service introduction dates, the ultimate success of those products in the marketplace, the continued acceptance and growth of current products and services, the impact of competitive products and services, the availability of sufficient quantities of suitable donated tissue and the success of cost control and margin improvement efforts. Certain of these factors are detailed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. All information in this press release is as of November 4, 2009 and the Company does not intend to update this information.
Osteotech, Inc.
CONTACT: Company: Mark H. Burroughs, +1-732-542-2800, or Investors: Jennifer Beugelmans +1-646-596-7473, both of Osteotech, Inc.
Web Site: http://www.osteotech.com/
Interstate Hotels & Resorts Reports Third-Quarter 2009 Results
ARLINGTON, Va., Nov. 4 /PRNewswire-FirstCall/ -- Interstate Hotels & Resorts , a leading hotel real estate investor and the nation's largest independent hotel management company, today reported operating results for the third quarter ended September 30, 2009. The company's performance for the third quarter includes the following (in millions, except per share amounts):
Third Quarter Year-to-Date (YTD)
2009 2008 2009 2008
---- ---- ---- ----
Total revenue (1) $30.8 $36.8 $95.3 $116.2
Net loss $(10.3) $(1.4) $(29.5) $(1.6)
Diluted loss per share $(0.32) $(0.05) $(0.92) $(0.05)
Adjusted EBITDA (2) (3) $6.4 $8.3 $22.6 $26.2
Adjusted net loss (2) $(5.4) $(1.2) $(6.8) $(2.3)
Adjusted diluted EPS (2) $(0.17) $(0.04) $(0.21) $(0.07)
(1) Total revenue excludes other revenue from managed properties
(reimbursable costs).
(2) Adjusted EBITDA, Adjusted net loss, and Adjusted diluted EPS are
non-GAAP financial measures and should not be considered as an
alternative to any measures of operating results under GAAP. See
the definition and further discussion of non-GAAP financial measures
and reconciliation to net loss later in this press release.
(3) Includes the company's share of EBITDA from unconsolidated entities
in the amounts of $1.0 million and $1.9 million in the third quarters
of 2009 and 2008, respectively, and $4.0 million and $6.0 million in
the first nine months of 2009 and 2008, respectively.
Highlights for the third quarter and through today include:
-- Extended senior secured credit facility to March 2012;
-- Common stock resumed trading on the NYSE effective July 29, 2009;
-- Added 10 properties to third-party management portfolio, including
first hotel in India, the new-build Four Points by Sheraton in Jaipur;
-- Secured mortgage financing for Westin Atlanta Airport;
-- Signed purchase and sale agreement to sell wholly owned Hilton Garden
Inn Baton Rouge; IHR to retain management of hotel with new ownership.
"The hotel business climate continued to be among the most challenging the industry has ever experienced," said Thomas F. Hewitt, chairman and chief executive officer. "Shrinking corporate travel budgets continue to impact hotel performance, despite some offset from price-motivated leisure travel this summer."
"Throughout this downturn, we have continued to focus on growth in third party management contracts, cost containment, preservation of capital and maintaining liquidity. We have made significant progress with our capital structure by extending the maturity of our debt and taking the necessary steps to meet our first amortization payment hurdle ahead of schedule."
Hotel Management Results
Same-store(4) RevPAR for all managed hotels in the third quarter of 2009 decreased 20.8 percent to $78.97. Average daily rate (ADR) declined 15.1 percent to $115.29, and occupancy was off 6.7 percent to 68.5 percent.
Same-store RevPAR for all full-service managed hotels dropped 22.2 percent to $87.75, based on a 17.1 percent fall in ADR to $125.35, and a 6.3 percent decline in occupancy to 70.0 percent.
Same-store RevPAR for all select-service managed hotels fell 16.6 percent to $62.09, reflecting a 9.7 percent decrease in ADR to $94.63, and a 7.6 percent decline in occupancy to 65.6 percent.
"Lodging fundamentals continued in a similar pattern during the quarter, as our overall RevPAR declined nearly 21 percent led by an ADR decrease of over 15 percent," Hewitt said. "However, occupancy declines seem to be lessening across the portfolio, with only a 6.7 percent decrease this quarter.
"Despite the difficult economy, we added six contracts to our managed portfolio in the quarter and four in October as owners and investors continue to seek operators with the resources and expertise to effectively manage hotels through this economic downturn. With these additions, today we have a total of 228 hotels in our managed portfolio.
"Our management contract pipeline remains quite active. We are beginning to see distressed hotel opportunities and believe this will be an important source of new contracts in the coming year," Hewitt added. "We have also opened four newly built properties this year and currently have signed contracts to manage another 13 to be built hotels."
(4) Please see footnote 9 to the financial tables within this press
release for a detailed explanation of "same-store" hotel operating
statistics.
International
During the quarter, the company continued to advance its management/development initiative in India. "In October, our joint venture management company, JHM Interstate Hotels India, opened its first property in India, a Four Points by Sheraton in Jaipur. It is the first project developed by Duet India Hotels Limited, a real estate development group devoted exclusively to hotel development in India, in which our management partnership has an equity interest. We are on schedule to open our second Four Points by Sheraton, in Visag, in the next few months and have been selected to manage three hotels that are expected to open from late summer 2010 through spring 2011.
"The expansion of our international portfolio continues to be an important priority for us," Hewitt said. "India is a dynamic, high-growth market and our India-based management platform and local partners provide the infrastructure we need to successfully expand our presence there."
Wholly Owned Hotel Results
EBITDA from the company's seven owned hotels was $4.2 million in the 2009 third quarter and $14.7 million for the first nine months, as outlined below (in millions):
Owned Hotels Third Quarter Year-to-Date
2009 2008 2009 2008
---- ---- ---- ----
Net loss $(4.5) $(1.5) $(5.8) $(0.1)
Interest expense, net $5.8 $3.3 $11.8 $10.1
Depreciation and amortization $2.9 $3.9 $8.7 $10.9
---- ---- ---- -----
EBITDA $4.2 $5.7 $14.7 $20.9
==== ==== ===== =====
The decrease in third quarter operating results as compared to last year was primarily the result of persistent weakness in the Houston, Texas and Concord, Calif. markets. These results were partially offset by the strong relative performance of the company's newly renovated Westin Atlanta Airport and Sheraton Columbia hotels.
"RevPAR at our owned hotels decreased 14.7 percent, which compares favorably with the average industry RevPAR decline of 16.9 percent for the third quarter," Hewitt said. "The majority of our RevPAR decline was attributable to a 13 percent decrease in ADR, but we were able to offset over 60 percent of this revenue decline with expense savings resulting from our cost containment efforts.
Balance Sheet
On September 30, 2009, Interstate had:
-- Total unrestricted cash of $20.9 million.
-- Total debt of $244.4 million, consisting of $161.9 million of senior
debt and $82.5 million of non-recourse mortgage debt.
Early in the quarter, the company extended the maturity of its senior credit facility to March 2012 by converting the facility's then outstanding balance of $161.2 million to a new term loan. The agreement also provides the company with an $8 million revolving line of credit. With that extension, the company is required to make a $20 million amortization payment by March 2010 and another $20 million amortization payment by March 2011.
"As of today, we have made $25 million of our required $40 million amortization payments on our senior secured credit facility," said Bruce Riggins, chief financial officer. "On October 28, we successfully completed mortgage financing for our Westin Atlanta Airport hotel with a five-year, $22 million mortgage from PB Capital Corporation, carrying an interest rate of LIBOR plus 500 basis points and a LIBOR floor of 200 basis points, with interest only payable for the first two years. We used the net proceeds to pay down our senior credit facility, which satisfies the initial amortization requirement well ahead of schedule.
"We also executed a purchase and sale agreement for the sale of our wholly owned Hilton Garden Inn Baton Rouge to a fund managed by Fairwood Capital LLC and expect the transaction to close in November. We will continue to manage the hotel and proceeds from the sale will be used to pay down the senior credit facility. By the close of the fourth quarter, we expect to have paid down approximately $35 million of the $40 million required by March 2011."
Guidance
The company has updated its 2009 guidance based on a current projected RevPAR decline of 20 percent for all hotels and 16 percent for owned hotels:
-- Total Adjusted EBITDA of $31 million, which includes the following:
-- EBITDA from wholly owned hotels of $17 million;
-- The company's share of EBITDA from unconsolidated joint ventures of $5
million; and
-- EBITDA from the hotel management business of $9 million.
-- Adjusted net loss of $(9.0) million, or $(0.28) per share.
Interstate will hold a conference call to discuss its third-quarter results today, November 4, at 9 a.m. Eastern Time. To hear the webcast, interested parties may visit the company's Web site at http://www.ihrco.com/ and click on Investor Relations and then Third-Quarter Conference Call. A replay of the conference call will be available until midnight on Wednesday, November 11, 2009, by dialing 1-800-406-7325, reference number 4170333, and an archived webcast of the conference call will be posted on the company's Web site through December 4, 2009.
As of today, Interstate Hotels & Resorts, Inc. has ownership interests in 56 hotels and resorts, including seven wholly owned assets. Including those properties, the company and its affiliates manage a total of 228 hospitality properties with more than 46,000 rooms in 37 states, the District of Columbia, Russia, India, Mexico, Belgium, Canada and Ireland. Interstate Hotels & Resorts also has contracts to manage 13 to be built hospitality properties with approximately 3,000 rooms. For more information about Interstate Hotels & Resorts, visit the company's Web site: http://www.ihrco.com/.
Non-GAAP Financial Measures
Included in this press release are certain non-GAAP financial measures, which are measures of our historical or estimated future performance that are different from measures calculated and presented in accordance with generally accepted accounting principles in the United States of America (or GAAP), within the meaning of applicable Securities and Exchange Commission rules, that we believe are useful to investors. They are as follows: (i) Earnings before interest, taxes, depreciation and amortization (or "EBITDA") and (ii) Adjusted EBITDA, Adjusted net income, and Adjusted diluted EPS. The following discussion defines these terms and presents the reasons we believe they are useful measures of our performance.
EBITDA
A significant portion of our non-current assets consists of intangible assets, related to some of our management contracts, and long lived assets, which includes the cost of our owned hotels. Intangible assets, excluding goodwill, are amortized over their expected term. Property and equipment is depreciated over its useful life. Because amortization and depreciation are non-cash items, management and many industry investors believe the presentation of EBITDA is useful. We also exclude depreciation and amortization and interest expense from our unconsolidated joint ventures. We believe EBITDA provides useful information to investors regarding our performance and our capacity to incur and service debt, fund capital expenditures and expand our business. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions. It is also widely used by management in the annual budget process. We believe that the rating agencies and a number of lenders use EBITDA for those purposes and a number of restrictive covenants related to our indebtedness use measures similar to EBITDA presented herein.
Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS
We define Adjusted EBITDA as, EBITDA, excluding the effects of certain recurring and non-recurring charges, transactions and expenses incurred in connection with events management believes do not provide the best indication of our ongoing operating performance. These charges include restructuring and severance expenses, asset impairments and write-offs, gains and losses on asset dispositions for both consolidated and unconsolidated investments, and other non-cash charges. We believe that the presentation of Adjusted EBITDA will provide useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted EBITDA, when combined with the primary GAAP presentation of net income, is beneficial to an investor's complete understanding of our operating performance. We also use Adjusted EBITDA in determining our incentive compensation for management.
Similarly, we define Adjusted net income (loss) and Adjusted diluted earnings (loss) per share ("EPS") as net income and diluted EPS, without the effects of those same charges, transactions and expenses described earlier. We believe that Adjusted EBITDA, Adjusted net income and Adjusted diluted EPS are useful performance measures because including these expenses, transactions, and special charges may either mask or exaggerate trends in our ongoing operating performance. Furthermore, performance measures that include these charges may not be indicative of the continuing performance of our underlying business. Therefore, we present Adjusted EBITDA, Adjusted net income and Adjusted diluted EPS because they may help investors to compare our performance before the effect of various items that do not directly affect our ongoing operating performance.
Limitations on the use of EBITDA, Adjusted EBITDA and Adjusted Net Income
We calculate EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted diluted EPS as we believe they are important measures for our management's and our investors' understanding of our operations. These may not be comparable to measures with similar titles as calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP. Cash receipts and expenditures from investments, interest expense and other non-cash items have been and will be incurred and are not reflected in the EBITDA and Adjusted EBITDA presentations. Adjusted net income and Adjusted diluted EPS do not include cash receipts and expenditures related to those same items and charges discussed above. Management compensates for these limitations by separately considering these excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. Additionally, EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted diluted EPS should not be considered a measure of our liquidity. Adjusted net income and Adjusted diluted EPS should also not be used as a measure of amounts that accrue directly to our stockholders' benefit.
This press release contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, about Interstate Hotels & Resorts, including those statements regarding future operating results and the timing and composition of revenues, among others, and statements containing words such as "expects," "believes" or "will," which indicate that those statements are forward-looking. Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially, including the volatility of the national economy, economic conditions generally and the hotel and real estate markets specifically, the war in Iraq, international and geopolitical difficulties or health concerns, governmental actions, legislative and regulatory changes, the company's ability to maximize available federal tax deductions and utilize net tax attributes in future periods, availability of debt and equity capital, interest rates, competition, weather conditions or natural disasters, supply and demand for lodging facilities in our current and proposed market areas, and the company's ability to manage integration and growth. Additional risks are discussed in Interstate Hotels & Resorts' filings with the Securities and Exchange Commission, including Interstate Hotels & Resorts' annual report on Form 10-K for the year ended December 31, 2008.
Contact:
Carrie McIntyre
SVP, Treasurer
(703) 387-3320
Interstate Hotels & Resorts, Inc.
Consolidated Statements of Operations
(Unaudited, in thousands except per share amounts)
Three Months Nine Months
Ended Ended
September 30, September 30,
2009 2008 2009 2008
---- ---- ---- ----
Revenue:
Lodging $19,243 $22,456 $59,504 $72,170
Management fees 8,248 10,451 25,357 31,180
Termination fees (1) 1,247 1,446 4,488 5,650
Other 2,049 2,447 5,972 7,239
----- ----- ----- -----
30,787 36,800 95,321 116,239
Other revenue from managed
properties 132,137 155,448 397,883 463,795
------- ------- ------- -------
Total revenue 162,924 192,248 493,204 580,034
Expenses:
Lodging 15,012 16,803 44,818 51,255
Administrative and general 11,374 13,550 33,395 44,793
Depreciation and amortization 3,940 4,886 11,630 14,061
Restructuring costs (2) 27 - 948 -
Asset impairments and write-offs 3,453 282 3,689 1,423
----- --- ----- -----
33,806 35,521 94,480 111,532
Other expenses from managed
properties 132,137 155,448 397,883 463,795
------- ------- ------- -------
Total operating expenses 165,943 190,969 492,363 575,327
------- ------- ------- -------
OPERATING (LOSS) INCOME (3,019) 1,279 841 4,707
Interest expense, net (3) (5,856) (3,210) (11,764) (9,759)
Equity in (losses) earnings of
unconsolidated entities
(4)(5)(6)(7) (1,555) (29) (6,066) 2,867
Gain on sale of investments - - 13 -
Other expense (157) - (157) -
---- --- ---- ---
LOSS BEFORE INCOME TAXES (10,587) (1,960) (17,133) (2,185)
Income tax benefit (expense) 299 554 (12,350) 626
--- --- ------- ---
NET LOSS (10,288) (1,406) (29,483) (1,559)
Add: Net loss attributable to
noncontrolling interest 37 3 48 4
-- -- -- --
NET LOSS ATTRIBUTABLE TO INTERSTATE
STOCKHOLDERS $(10,251) $(1,403) $(29,435) $(1,555)
======== ======= ======== =======
Basic and diluted loss per share
attributable to Interstate
stockholders (8) $(0.32) $(0.05) $(0.92) $(0.05)
====== ====== ====== ======
Weighted-average shares
outstanding, basic and diluted (in
thousands)(8): 32,154 31,833 32,072 31,788
Interstate Hotels & Resorts, Inc.
Hotel Level Operating Statistics
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 % change 2009 2008 % change
---- ---- -------- ---- ---- --------
Managed Hotels - Hotel Level Operating Statistics: (9)
Full-service hotels:
Occupancy 70.0% 74.7% -6.3% 67.8% 74.7% -9.2%
ADR $125.35 $151.17 -17.1% $131.42 $152.84 -14.0%
RevPAR $87.75 $112.85 -22.2% $89.16 $114.12 -21.9%
Select-service hotels:
Occupancy 65.6% 71.0% -7.6% 60.9% 66.7% -8.7%
ADR $94.63 $104.81 -9.7% $97.29 $107.33 -9.4%
RevPAR $62.09 $74.46 -16.6% $59.25 $71.61 -17.3%
Total:
Occupancy 68.5% 73.4% -6.7% 65.3% 71.8% -9.1%
ADR $115.29 $135.77 -15.1% $119.84 $137.43 -12.8%
RevPAR $78.97 $99.67 -20.8% $78.28 $98.63 -20.6%
Wholly-Owned Hotels - Hotel Level Operating Statistics: (10)
Occupancy 65.9% 67.2% -1.9% 64.5% 67.8% -4.9%
ADR $103.55 $119.07 -13.0% $107.41 $121.26 -11.4%
RevPAR $68.25 $80.03 -14.7% $69.31 $82.23 -15.7%
Interstate Hotels & Resorts, Inc.
Reconciliations of Non-GAAP Financial Measures (11)
(Unaudited, in thousands except per share amounts)
Three Months Nine Months
Ended Ended
September 30, September 30,
2009 2008 2009 2008
---- ---- ---- ----
Net loss $(10,288) $(1,406) $(29,483) $(1,559)
Adjustments:
Depreciation and amortization 3,940 4,886 11,630 14,061
Interest expense, net 5,856 3,210 11,764 9,759
Depreciation and amortization
from unconsolidated entities 1,433 965 3,542 2,764
Interest expense, net from
unconsolidated entities 932 939 2,882 2,799
Income tax (benefit) expense (299) (554) 12,350 (626)
---- ---- ------ ----
EBITDA 1,574 8,040 12,685 27,198
Restructuring costs (2) 27 - 948 -
Asset impairments and write-
offs (12) 4,373 282 5,109 1,423
Gain on sale of investments - - (13) -
Other expense 157 - 157 -
Equity interest in the sale of
unconsolidated entities (4) - - - (2,392)
Foreign currency loss (gain)
from unconsolidated
entities (5) 66 - (7) -
Start-up costs from
unconsolidated entities (6) 159 - 670 -
Investment in unconsolidated
entities impairments (7) - - 3,019 -
------ ------ ------- -------
Adjusted EBITDA $6,356 $8,322 $22,568 $26,229
====== ====== ======= =======
Three Months Nine Months
Ended Ended
September 30, September 30,
2009 2008 2009 2008
---- ---- ---- ----
Net loss $(10,288) $(1,406) $(29,483) $(1,559)
Adjustments:
Restructuring costs (2) 27 - 948 -
Asset impairments and write-
offs (12) 4,373 282 5,109 1,423
Gain on sale of investments - - (13) -
Deferred financing costs write-
off (3) 457 - 576 -
Other expense 157 - 157 -
Equity interest in the sale of
unconsolidated entities (4) - - - (2,392)
Foreign currency loss (gain)
from unconsolidated
entities (5) 66 - (7) -
Start-up costs from
unconsolidated entities (6) 159 - 670 -
Investment in unconsolidated
entities impairments (7) - - 3,019 -
Income tax rate
adjustment (13) (366) (119) 12,270 278
---- ---- ------ ---
Adjusted net loss $(5,415) $(1,243) $(6,754) $(2,250)
======= ======= ======= =======
Adjusted diluted loss per
share (8) $(0.17) $(0.04) $(0.21) $(0.07)
====== ====== ====== ======
Weighted-average number of
diluted shares outstanding (in
thousands) (8): 32,154 31,833 32,072 31,788
Interstate Hotels & Resorts, Inc.
Outlook Reconciliation (11)
(Unaudited, in thousands)
Forecast
Year Ending
December 31, 2009
-------------------
Net loss $(31,800)
Adjustments:
Depreciation and amortization 15,500
Interest expense, net 16,700
Depreciation and amortization from
unconsolidated entities 4,600
Interest expense, net from unconsolidated
entities 3,700
Income tax expense 12,400
------
EBITDA 21,100
Restructuring costs (2) 900
Asset impairments and write-offs (12) 5,100
Gain on sale of investments -
Other expense 200
Foreign currency loss from unconsolidated
entities (5) -
Start-up costs from unconsolidated
entities (6) 700
Investment in unconsolidated entities
impairments (7) 3,000
-----
Adjusted EBITDA $31,000
=======
Forecast
----------
Year Ending
December 31, 2009
-------------------
Net Loss $(31,800)
Adjustments:
Restructuring costs (2) 900
Asset impairments and write-offs (12) 5,100
Gain on sale of investments -
Deferred financing costs write-off (3) 600
Other expense 200
Foreign currency loss from unconsolidated
entities (5) -
Start-up costs from unconsolidated
entities (6) 700
Investment in unconsolidated entities
impairments (7) 3,000
Income tax rate adjustment (13) 12,300
------
Adjusted Net Loss $(9,000)
=======
Adjusted basic and diluted loss per share (8) $(0.28)
======
Interstate Hotels & Resorts, Inc.
Notes to Financial Tables
(Unaudited)
(1) We record termination fees as revenue when all contingencies related
to the termination fees have been removed.
(2) Restructuring costs for the three and nine months ended September 30,
2009 consists of severance payments and other benefits for terminated
employees associated with our cost-saving programs implemented in
2009.
(3) Interest expense for the nine months ended September 30, 2009
includes a $0.1 million write-off of deferred financing costs
recorded in the second quarter of 2009 in connection with a waiver
and amendment obtained in March 2009 to the then existing credit
facility agreement and $0.5 million of third party costs associated
with the subsequent amendment of the credit facility agreement in
July 2009.
(4) In the first quarter of 2008, one of our joint ventures sold the
Doral Tesoro Hotel & Golf Club and we recorded a gain of $2.4 million.
(5) One of our international joint ventures has debt that is denominated
in a currency other than its functional currency. Each period, the
debt obligation is translated and the resulting gain or loss is
recognized in our consolidated statement of operations, although it
is a non-cash event.
(6) In February 2008, we and JHM Hotels, LLC formed a joint venture hotel
management company in India. For the three and nine months ended
September 30, 2009, we have recorded $0.2 million and $0.7 million,
respectively, in equity in losses related to start-up costs of the
joint venture.
(7) In the second quarter of 2009, we recognized a non-cash impairment
charge of $3.0 million relating to one of our joint venture
investments and this charge is reflected within equity in (losses)
earnings of unconsolidated entities on our consolidated statement
of operations.
(8) Our diluted earnings per share assumes the issuance of common stock
for all potentially dilutive common stock equivalents outstanding.
Potentially dilutive shares include unvested restricted stock and
stock options granted under our comprehensive stock plan and
operating partnership units held by noncontrolling interest partners.
In periods in which there is a loss, diluted shares outstanding will
equal basic shares outstanding to prevent anti-dilution.
(9) We present certain operating statistics (i.e. occupancy, RevPAR and
ADR) for the periods included in this report on a same-store hotel
basis. We define our same-store hotels as those which (i) are
managed or owned by us for the entirety of the reporting periods
being compared or have been managed by us for part of the reporting
periods compared and we have been able to obtain operating statistics
for the period of time in which we did not manage the hotel, and (ii)
have not sustained substantial property damage, business interruption,
or undergone large-scale capital projects during the current
reporting period being presented. In addition, the operating results
of hotels for which we no longer managed as of September 30, 2009 are
also not included in same-store hotel results for the periods
presented herein. Of the 224 properties that we managed as of
September 30, 2009, 191 hotels have been classified as same-store
hotels. RevPAR is defined as revenue per available room.
(10) Operating statistics for our wholly-owned hotels includes our entire
portfolio of 7 hotels, including the Sheraton Columbia and the
Westin Atlanta Airport, both of which underwent comprehensive
renovation programs throughout 2008.
(11) See discussion of EBITDA, adjusted EBITDA, adjusted net loss and
adjusted diluted loss per share, located in the "Non-GAAP Financial
Measures" section, described earlier in this press release.
(12) This amount represents losses recorded for intangible assets
associated with terminated management contracts and other asset
impairments. In 2009, other asset impairments include (i) a $0.5
million allowance for bad debt recorded in the second quarter
related to a note receivable, (ii) a $0.9 million allowance for bad
debt recorded in the third quarter associated with the previously
recorded receivable related to a litigation settlement involving
Sunstone Hotel Properties, Inc., our subsidiary management company
and (iii) a non-cash impairment charge of $3.5 million recorded in
the third quarter on the carrying value of the Hilton Garden Inn
Baton Rouge as the hotel was classified as held for sale during the
period. The amounts related to the allowance for bad debts are
included within administrative and general expense on our
consolidated statement of operations. There were no similar other
asset impairments in 2008.
(13) These amounts represent the effect on income tax expense for the
adjustments made to adjusted net loss. For the nine months ended
September 30, 2009 and 2008, we used an estimated annual tax rate
of 1.2% and 28.7%, respectively. For the nine months ended September
30, 2009, we adjusted the income tax expense related to the
valuation allowance recorded against deferred tax assets during the
year.
Interstate Hotels & Resorts
CONTACT: Carrie McIntyre, SVP, Treasurer, +1-703-387-3320
Web Site: http://www.ihrco.com/
Teltronics, Inc. Collaborates With REACT Systems, Inc. to Provide a Complete Mass Notification Solution to Strategic PartnersThe Teltronics Mass Notification Solution (MNS) integrates with the REACT pop-up alert notification to ensure effective real-time information during critical events
PALMETTO, Fla., Nov. 4 /PRNewswire-FirstCall/ -- Teltronics, Inc. (OTC Bulletin Board: TELT), a premier provider of communications products and services, today announces a signed contract with REACT Systems, Inc., an innovator and leader in high performance Critical Response Notification Systems (CRNS) that unifies emergency and time-sensitive situations. Together, Teltronics and REACT Systems will work with Teltronics Strategic Partners to sell the REACT product to end-users.
The REACT computer desktop pop-up and dedicated display audio/visual notification can be launched from desktops, telephones, wireless devices and/or automatically triggered through integration with leading security systems. The addition of REACT to the Teltronics Cerato Fire & Security offering now constitutes a complete Mass Notification Solution which also includes: Teltronics Mass Notification Solution (MNS) integrated with Teltronics Cerato IP Voice Communications Platform and proposed interface with GE Security's EST3 Fireworks.
As Mass Notification rapidly gains industry traction, the Teltronics solution provides hospitals, campuses, and communities the ability to remain in constant contact during critical situations.
CEO for Teltronics, Ewen Cameron, states, "The REACT component compliments the Teltronics Mass Notification Solution and continues to meet our goal to apprise a large constituency of time-sensitive information as quickly as possible to hundreds or thousands of people. We look forward to building a close relationship with REACT to better equip our Partners and ultimately protect the end-user."
"Utilizing Teltronics' growing Strategic Partner base will be an important factor affecting our revenue moving forward," declares Steve Mogul, Vice President of Sales, REACT Systems.
About Teltronics:
Teltronics, Inc. is a leading, global provider of innovative communications solutions that enable our customers to increase revenues, decrease costs and improve productivity. The Company designs, develops and manufactures electronic equipment and applications software systems that enhance the performance of communications networks. Teltronics develops VoIP and digital voice communications platforms and software and contact center solutions for small-to-large size businesses and government facilities. Teltronics is also recognized as a leading provider of network management solutions enabling enterprises and service providers to effectively monitor and maintain voice and data networks. All products are manufactured in an ISO 9001:2000 certified factory and the Company serves as a contract manufacturing partner to customers nationwide. Further information regarding Teltronics is available at the web site, http://www.teltronics.com/.
About React:
REACT Systems(TM), Inc. is the innovator and leader in delivering global Critical Response Notification Systems (CRNS) that unify critical actions in emergencies and time-sensitive situations. REACT enables health care providers, educational institutions, public safety agencies, facility operators and corporations to dramatically improve Critical Response Performance (CRP) by assuring incident readiness and real-time, coordinated response. REACT Systems was formerly known as Vasona Technology, Inc. Further information regarding REACT is available at the web site, http://www.reactsystemsinc.com/.
A number of statements contained in this press release are forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as we "believe," "anticipate," "expect," or words of similar import. Similarly, statements that describe our future plans, objectives, strategies or goals are also forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties include, but are not limited to, the timely development and market acceptance of products and technologies, competitive market conditions, payment of the consideration under our acquisition agreements, successful integration of acquisitions and the failure to realize the expected benefits of such acquisitions, the ability to secure additional sources of financing, the ability to reduce operating expenses, the ability to make payments under our outstanding indebtedness, the ability to pay dividends on our preferred stock, risks relating to foreign currency translations, and other factors described in the Company's filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements made herein and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Teltronics, Inc.
CONTACT: Ewen R. Cameron, President & CEO, +1-941-753-5000, ecameron@teltronics.com
Web Site: http://www.teltronics.com/
Calumet Specialty Products Partners, L.P. Reports Third Quarter 2009 Results
INDIANAPOLIS, Nov. 4 /PRNewswire-FirstCall/ -- Calumet Specialty Products Partners, L.P. (the "Partnership" or "Calumet") reported net income for the quarter ended September 30, 2009 of $4.0 million compared to net loss of $12.5 million for the quarter ended September 30, 2008. For the nine months ended September 30, 2009, net income was $53.6 million compared to net income of $25.9 million for the nine months ended September 30, 2008. Calumet reported net cash provided by operating activities of $110.6 million for the nine months ended September 30, 2009 as compared to $75.7 million for the same period in 2008.
Earnings before interest expense, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA (as defined by the Partnership's credit agreements) were $27.7 million and $42.5 million, respectively, for the quarter ended September 30, 2009 as compared to $13.6 million and $51.6 million, respectively, for the third quarter of 2008. Distributable Cash Flow for the quarter ended September 30, 2009 was $30.2 million as compared to $41.3 million for third quarter of 2008. The $9.0 million decrease in Adjusted EBITDA quarter over quarter was primarily due to a reduction in gross profit in our specialty products segment offset by lower realized derivative losses of $16.7 million in 2009 as compared to 2008 due to significant declines in crude oil prices in 2008. (See the section of this release titled "Non-GAAP Financial Measures" and the attached tables for discussion of EBITDA, Adjusted EBITDA, Distributable Cash Flow and other non-generally accepted accounting principles ("non-GAAP") financial measures, definitions of measures and reconciliations of such measures to the comparable GAAP measures.)
The increase in net income of $16.5 million from the third quarter of 2008 was primarily due to decreased derivative losses of $43.1 million ($26.4 million of which represents non-cash derivative losses), decreased selling, general and administrative expenses of $4.6 million, and decreased interest expense of $2.4 million. Partially offsetting these increases in net income was lower gross profit of $35.8 million. Gross profit by segment was as follows:
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------- -------------
2009 2008 2009 2008
---- ---- ---- ----
(In millions)
Gross profit by
segment:
Specialty products $33.5 $66.1 $114.1 $109.9
Fuel products 7.7 10.9 24.4 62.8
--- ---- ---- ----
Total gross profit $41.2 $77.0 $138.5 $172.7
===== ===== ====== ======
Specialty products segment gross profit quarter over quarter was primarily impacted by lower overall specialty product selling prices in relation to crude oil prices compared to the 2008 quarter due to lower demand resulting from the economic downturn. In addition, specialty products segment gross profit was negatively impacted by lower sales volumes in lubricating oils, solvents and waxes due to economic conditions impacting product demand. The decrease in fuel products segment gross profit quarter over quarter was due primarily to decreasing selling prices as compared to the average cost of crude oil as fuel products crack spreads declined significantly quarter over quarter. These losses were partially offset by increased gains on derivatives recorded in gross profit of $17.5 million and lower cost of sales of $10.3 million resulting from the liquidation of lower cost inventory layers in 2009.
"The continued economic weakness during the third quarter and decline in fuel products crack spreads weighed negatively on our results. We continue to work on controlling costs, executing our hedging strategies and completing small, short-term payback projects to improve our results," said Bill Grube, Calumet's CEO and President.
Quarterly Distribution
On October 20, 2009, the Partnership declared a quarterly cash distribution of $0.45 per unit for the quarter ended September 30, 2009 on all outstanding units. The distribution will be paid on November 13, 2009 to unitholders of record as of the close of business on November 3, 2009.
Operations Summary
The following table sets forth unaudited information about our combined operations. Production volume differs from sales volume due to changes in inventory.
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2009 2008 2009 2008
---- ---- ---- ----
Sales volume (bpd):
Specialty products 26,108 28,467 25,579 30,215
Fuel products 32,522 28,587 31,718 28,723
------ ------ ------
Total (1) 58,630 57,054 57,297 58,938
====== ====== ====== ======
Total feedstock runs (bpd)
(2)(3) 59,949 57,263 61,069 57,985
Facility production (bpd):
Specialty products:
Lubricating oils 13,118 13,257 11,481 13,108
Solvents 7,923 7,779 7,868 8,489
Waxes 1,274 1,518 1,082 1,851
Fuels 941 1,141 811 1,157
Asphalt and other
by-products 7,667 6,691 7,694 6,872
----- ----- ----- -----
Total 30,923 30,386 28,936 31,477
------ ------ ------ ------
Fuel products:
Gasoline 9,144 8,394 9,841 8,636
Diesel 12,079 10,548 12,662 10,580
Jet fuel 7,328 6,613 7,184 6,089
By-products 562 271 529 344
--- --- --- ---
Total 29,113 25,826 30,216 25,649
------ ------ ------ ------
Total facility production (3) 60,036 56,212 59,152 57,126
====== ====== ====== ======
1. Total sales volume includes sales from the production of our
facilities and certain third-party facilities pursuant to supply and/or
processing agreements, and sales of inventories.
2. Total feedstock runs represents the barrels per day of crude oil and
other feedstocks processed at our facilities and certain third-party
facilities pursuant to supply and/or processing agreements. The increase
in feedstock runs for the three months ended September 30, 2009 as
compared to the same period in 2008 is primarily due to increased run
rates at the Shreveport refinery due to increased operational
efficiencies.
3. Total facility production represents the barrels per day of specialty
products and fuel products yielded from processing crude oil and other
feedstocks at our facilities and certain third-party facilities pursuant
to supply and/or processing agreements. The difference between total
production and total feedstock runs is primarily a result of the time
lag between the input of feedstock and production of finished products
and volume loss.
Credit Agreement Covenant Compliance
Compliance with the financial covenants pursuant to our credit agreements is measured quarterly based upon performance over the most recent four fiscal quarters, and as of September 30, 2009, we continued to be in compliance with all financial covenants under our credit agreements.
While assurances cannot be made regarding our future compliance with these covenants and being cognizant of the general uncertain economic environment, we believe that we will continue to maintain compliance with such financial covenants.
Revolving Credit Facility Capacity
On September 30, 2009, we had availability on our revolving credit facility of $89.5 million, based on a $200.6 million borrowing base, $41.9 million in outstanding standby letters of credit, and borrowings of $69.1 million. We believe that we have sufficient cash flow from operations and borrowing capacity to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures. However, we are subject to business and operational risks that could materially adversely affect our cash flows. A material decrease in our cash flow from operations or a significant, sustained decline in crude oil prices would likely produce a corollary material adverse effect on our borrowing capacity under our revolving credit facility and potentially our ability to comply with the covenants under our credit facilities. Substantial declines in crude oil prices, if sustained, may materially diminish our borrowing base, which is based in part on the value of our crude oil inventory, which could result in a material reduction in our borrowing capacity under our revolving credit facility. A significant increase in crude oil prices, if sustained, would likely result in increased working capital funded by borrowings under our revolving credit facility.
About the Partnership
The Partnership is a leading independent producer of high-quality, specialty hydrocarbon products in North America. The Partnership processes crude oil and other feedstocks into customized lubricating oils, white oils, solvents, petrolatums, waxes and other specialty products used in consumer, industrial and automotive products.
The Partnership also produces fuel products including gasoline, diesel and jet fuel. The Partnership is based in Indianapolis, Indiana and has five facilities located in northwest Louisiana, western Pennsylvania and southeastern Texas.
A conference call is scheduled for 1:00 p.m. ET (12:00 p.m. CT) on Wednesday, November 4, 2009, to discuss the financial and operational results for the third quarter of 2009. Anyone interested in listening to the presentation may call 866-272-9941 and enter passcode 65132315. For international callers, the dial-in number is 617-213-8895 and the passcode is 65132315.
The telephonic replay of the conference call is available in the United States by calling 888-286-8010 and entering passcode 58473570. International callers can access the replay by calling 617-801-6888 and entering passcode 58473570. The replay will be available beginning Wednesday, November 4, 2009, at approximately 4:00 p.m. until Wednesday, November 18, 2009.
The information contained in this press release is available on the Partnership's website at http://www.calumetspecialty.com/.
Cautionary Statement Regarding Forward-Looking Statements
Some of the information in this release may contain forward-looking statements. These statements can be identified by the use of forward-looking terminology including "may," "believe," "expect," "anticipate," "estimate," "continue," or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other "forward-looking" information. These forward-looking statements involve risks and uncertainties that are difficult to predict and may be beyond our control. These risks and uncertainties include the overall demand for specialty hydrocarbon products, fuels and other refined products; our ability to produce specialty products and fuels that meet our customers' unique and precise specifications; the impact of fluctuations and rapid increases and decreases in crude oil and crack spread prices, including the impact on our liquidity; the results of the Partnership's hedging and risk management activities; the availability of, and the Partnership's ability to consummate, acquisition or combination opportunities; labor relations; the ability of the Partnership to comply with the financial covenants contained in its credit facilities; the Partnership's access to capital to fund acquisitions and its ability to obtain debt or equity financing on satisfactory terms; successful integration and future performance of acquired assets or businesses; environmental liabilities or events that are not covered by an indemnity; insurance or existing reserves; maintenance of the Partnership's credit ratings and ability to receive open credit from its suppliers; demand for various grades of crude oil and resulting changes in pricing conditions; fluctuations in refinery capacity; the effects of competition; continued creditworthiness of, and performance by, counterparties; the impact of current and future laws, rulings and governmental regulations; shortages or cost increases of power supplies, natural gas, materials or labor; hurricane or other weather interference with business operations; fluctuations in the debt and equity markets; and general economic, market or business conditions. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in this release as well as the Partnership's most recent Form 10-K and 2009 Forms 10-Q filed with the Securities and Exchange Commission, which could cause the Partnership's actual results to differ materially from those contained in any forward-looking statement.
Non-GAAP Financial Measures
We include in this release the non-GAAP financial measures of EBITDA, Adjusted EBITDA and Distributable Cash Flow, and provide reconciliations of net income (loss) to EBITDA, Adjusted EBITDA and Distributable Cash Flow and (in the case of EBITDA and Adjusted EBITDA) to net cash provided by operating activities, our most directly comparable financial performance and liquidity measures calculated and presented in accordance with GAAP.
EBITDA and Adjusted EBITDA are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others to assess:
-- the financial performance of our assets without regard to financing
methods, capital structure or historical cost basis;
-- the ability of our assets to generate cash sufficient to pay interest
costs and support our indebtedness;
-- our operating performance and return on capital as compared to those
of other companies in our industry, without regard to financing or
capital structure; and
-- the viability of acquisitions and capital expenditure projects and the
overall rates of return on alternative investment opportunities.
We define EBITDA as net income plus interest expense (including debt extinguishment costs), taxes and depreciation and amortization. We define Adjusted EBITDA to be Consolidated EBITDA as defined in our credit facility agreements. Consistent with that definition, Adjusted EBITDA, for any period, equals: (1) net income plus (2)(a) interest expense; (b) taxes; (c) depreciation and amortization; (d) unrealized losses from mark to market accounting for derivative activities; (e) unrealized items decreasing net income (including the non-cash impact of restructuring; decommissioning and asset impairments in the periods presented); (f) other non-recurring expenses reducing net income which do not represent a cash item for such period; and (g) all non-recurring restructuring charges associated with the Penreco acquisition minus (3)(a) tax credits; (b) unrealized items increasing net income (including the non-cash impact of restructuring, decommissioning and asset impairments in the periods presented); (c) unrealized gains from mark to market accounting for derivative activities; and (d) other non-cash recurring expenses and unrealized items that reduced net income for a prior period, but represent a cash item in the current period. We are required to report Adjusted EBITDA to our lenders under our credit facilities and it is used to determine our compliance with the consolidated leverage and interest coverage tests thereunder.
We believe that Distributable Cash Flow provides additional information for investors to evaluate the Partnership's ability to declare and pay distributions to unitholders.
We define Distributable Cash Flow as Adjusted EBITDA less replacement capital expenditures, cash interest paid (excluding capitalized interest) and income tax expense.
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------- -------------
2009 2008 2009 2008
---- ---- ---- ----
(In thousands, except per unit data)
Sales $492,431 $724,371 $1,350,735 $1,990,315
Cost of sales 451,275 647,397 1,212,241 1,817,625
------- ------- --------- ---------
Gross profit 41,156 76,974 138,494 172,690
------ ------ ------- -------
Operating costs and
expenses:
Selling, general
and administrative 7,437 11,995 23,697 29,666
Transportation 18,519 21,656 49,761 66,685
Taxes other than
income taxes 1,167 1,324 3,156 3,386
Other 191 393 888 957
--- --- --- ---
Operating income 13,842 41,606 60,992 71,996
------ ------ ------ ------
Other income
(expense):
Interest expense (8,243) (10,670) (25,333) (24,373)
Debt extinguishment
costs - - - (898)
Realized gain
(loss) on derivative
instruments 4,045 (12,621) 3,213 (12,971)
Unrealized gain
(loss) on derivative
instruments (4,485) (30,892) 17,672 (13,866)
Gain on sale of
mineral rights - - - 5,770
Other (1,271) 210 (2,856) 551
------- --- ------- ---
Total other income
(expense) (9,954) (53,973) (7,304) (45,787)
------- -------- ------- --------
Net income (loss)
before income
taxes 3,888 (12,367) 53,688 26,209
Income tax expense (79) 148 70 308
---- --- -- ---
Net income (loss) $3,967 $(12,515) $53,618 $25,901
====== ========= ======= =======
Calculation of
common unitholders'
interest in net
income (loss):
Net income (loss) $3,967 $(12,515) $53,618 $25,901
Less:
General partner's
interest in net
income (loss) 79 (250) 1,070 518
Subordinated
unitholders'
interest in net
income (loss) 1,573 (4,969) 21,265 10,292
----- ------- ------ ------
Net income (loss)
available to
common unitholders $2,315 $(7,296) $31,283 $15,091
====== ======== ======= =======
Weighted average
number of common
units outstanding -
basic and
diluted 19,166 19,166 19,166 19,166
====== ====== ====== ======
Weighted average
number of
subordinated units
outstanding -
basic and diluted 13,066 13,066 13,066 13,066
====== ====== ====== ======
Common and
subordinated
unitholders' basic
and diluted net
income (loss) per
unit 0.12 (0.38) 1.63 0.79
==== ====== ==== ====
Cash distributions
declared per
common and
subordinated unit $0.45 $0.45 $1.35 $1.53
===== ===== ===== =====
Note: The Partnership has adopted the requirements under ASC 260-10,
Earnings per Share (formerly EITF Issue No. 07-4, Application of the Two-
Class Method under FASB Statement No. 128 to Master Limited Partnerships),
and applied it retrospectively to the period ended September 30, 2008 for
the calculation of common unitholders' interest in net income (loss) and
its basic and diluted net income (loss) per unit, therefore the September
30, 2008 amounts differ from what was previously reported.
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2009 December 31, 2008
------------------ -----------------
(Unaudited)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $2,567 $48
Accounts receivable 128,259 109,556
Inventories 131,708 118,524
Derivative assets 38,505 71,199
Prepaid expenses and other
current assets 2,777 5,824
----- -----
Total current assets 303,816 305,151
Property, plant and equipment,
net 638,829 659,684
Goodwill 48,335 48,335
Other intangible assets, net 40,945 49,502
Other noncurrent assets, net 16,107 18,390
------ ------
Total assets $1,048,032 $1,081,062
========== ==========
LIABILITIES AND
PARTNERS' CAPITAL
Current liabilities:
Accounts payable $94,471 $87,460
Accounts payable - related
party 37,682 6,395
Other current liabilities 19,864 23,360
Current portion of long-term
debt 4,670 4,811
Derivative liabilities 5,269 15,827
----- ------
Total current liabilities 161,956 137,853
Pension and postretirement
benefit obligations 10,379 9,717
Other long-term liabilities 1,116 -
Long-term debt, less current
portion 424,965 460,280
------- -------
Total liabilities 598,416 607,850
------- -------
Commitments and contingencies
Partners' capital:
Partners' capital 426,895 417,646
Accumulated other comprehensive
income 22,721 55,566
------ ------
Total partners' capital 449,616 473,212
------- -------
Total liabilities and partners'
capital $1,048,032 $1,081,062
========== ==========
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
September 30,
-------------
2009 2008
---- ----
(In thousands)
Operating activities
Net income $53,618 $25,901
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 48,890 42,369
Amortization of turnaround costs 5,692 1,041
Provision for doubtful accounts (766) 1,320
Non-cash debt extinguishment costs - 898
Unrealized gain on derivative instruments (17,672) 13,866
Gain on sale of mineral rights - (5,770)
Other non-cash activity 3,561 305
Changes in assets and liabilities:
Accounts receivable (17,937) (64,410)
Inventories (13,184) 84,606
Prepaid expenses and other current assets (953) 4,641
Derivative activity 6,680 7,510
Deposits 4,000 -
Other assets (4,539) (1,985)
Accounts payable 38,298 (39,473)
Accrued salaries, wages and benefits 1,002 1,621
Taxes payable 741 1,996
Other current liabilities 1,086 518
Pension and postretirement benefit obligations 945 725
Other long-term liabilities 1,116 -
----- ---
Net cash provided by operating activities 110,578 75,679
------- ------
Investing activities
Additions to property, plant and equipment (20,718) (161,811)
Acquisition of Penreco, net of cash acquired - (269,118)
Settlement of derivative instruments - (6,042)
Proceeds from sale of mineral rights - 6,065
Proceeds from disposal of property and equipment 793 24
--- --
Net cash used in investing activities (19,925) (430,882)
-------- ---------
Financing activities
Proceeds from (Repayments of) borrowings, net -
revolving credit facility (33,435) 85,933
Repayments of borrowings - prior term loan
credit facility - (30,099)
Proceeds from (Repayments of) borrowings, net -
existing term loan credit facility (2,888) 358,647
Debt issuance costs - (9,633)
Payments on capital lease obligations (875) (309)
Change in bank overdraft (6,325) 2,190
Common units repurchased for vested phantom unit
grants (164) (115)
Distributions to partners (44,447) (51,339)
-------- --------
Net cash provided by (used in) financing
activities (88,134) 355,275
-------- -------
Net increase in cash and cash equivalents 2,519 72
Cash and cash equivalents at beginning of period 48 35
-- --
Cash and cash equivalents at end of period $2,567 $107
====== ====
Supplemental disclosure of cash flow information
Interest paid $23,124 $24,180
Income taxes paid $91 $19
=== ===
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA, AND
DISTRIBUTABLE CASH FLOW
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2009 2008 2009 2008
---- ---- ---- ----
Unaudited Unaudited
(In thousands)
Reconciliation of Net Income
(Loss) to EBITDA and Adjusted
EBITDA:
Net income (loss) $3,967 $(12,515) $53,618 $25,901
Add:
Interest expense and debt
extinguishment costs 8,243 10,670 25,333 25,271
Depreciation and
amortization 15,578 15,289 46,396 39,868
Income tax expense (79) 148 70 308
---- --- -- ---
EBITDA $27,709 $13,592 $125,417 $91,348
------- ------- -------- -------
Add:
Unrealized (gain) loss from
mark to market accounting
for hedging activities $11,365 $33,429 $(10,430) $15,184
Prepaid non-recurring
expenses and accrued
non-recurring expenses,
net of cash outlays 3,449 4,537 4,271 7,905
----- ----- ----- -----
Adjusted EBITDA $42,523 $51,558 $119,258 $114,437
------- ------- -------- --------
Less:
Replacement capital
expenditures (1) (4,995) (987) (12,739) (5,417)
Cash interest expense (2) (7,423) (9,115) (23,124) (17,338)
Income tax expense 79 (148) (70) (308)
-- ----- ---- -----
Distributable Cash Flow $30,184 $41,308 $83,325 $91,374
------- ------- ------- -------
1. Replacement capital expenditures are defined as those capital
expenditures which do not increase operating capacity or sales from
existing levels.
2. Represents cash interest paid by the Partnership, excluding capitalized
interest.
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
RECONCILIATION OF ADJUSTED EBITDA AND EBITDA TO NET CASH PROVIDED BY
OPERATING ACTIVITIES
Nine Months Ended
September 30,
-------------
2009 2008
---- ----
Unaudited
(In thousands)
Reconciliation of Adjusted EBITDA and
EBITDA to net cash provided by operating
activities:
Adjusted EBITDA $119,258 $114,437
Add:
Unrealized gain (loss) from mark
to market accounting for
hedging activities 10,430 (15,184)
Prepaid non-recurring expenses
and accrued non-recurring
expenses, net of cash outlays (4,271) (7,905)
------- -------
EBITDA $125,417 $91,348
======== =======
Add:
Interest expense and debt
extinguishment costs, net (22,597) (22,679)
Unrealized (gain) loss on
derivative instruments (17,672) 13,866
Income taxes (70) (308)
Provision for doubtful accounts (766) 1,320
Debt extinguishment costs - 898
Changes in assets and liabilities:
Accounts receivable (17,937) (64,410)
Inventory (13,184) 84,606
Other current assets 3,047 4,641
Derivative activity 6,680 7,510
Accounts payable 38,298 (39,473)
Other current liabilities 2,829 4,135
Other, including changes in
noncurrent assets and liabilities 6,533 (5,775)
----- -------
Net cash provided by operating
activities $110,578 $75,679
======== =======
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
UPDATE ON EXISTING COMMODITY DERIVATIVE INSTRUMENTS
September 30, 2009
Fuel Products Segment
The following tables provide information about our derivative instruments related to our fuel products segment as of September 30, 2009:
Crude Oil Swap Contracts by Barrels
Expiration Dates Purchased BPD ($/Bbl)
--------------------------- --------- --- -------
Fourth Quarter 2009 2,070,000 22,500 66.26
Calendar Year 2010 7,300,000 20,000 67.29
Calendar Year 2011 5,384,000 14,751 76.24
--------- -----
Totals 14,754,000
Average price $70.41
Diesel Swap Contracts by
Expiration Dates Barrels Sold BPD ($/Bbl)
----------------- ------------ --- ------
Fourth Quarter 2009 1,196,000 13,000 80.51
Calendar Year 2010 4,745,000 13,000 80.41
Calendar Year 2011 2,371,000 6,496 90.58
--------- -----
Totals 8,312,000
Average price $83.32
Jet Fuel Swap Contracts by
Expiration Dates Barrels Sold BPD ($/Bbl)
----------------- ------------ --- -------
Calendar Year 2011 2,284,000 6,258 $87.88
--------- ------
Totals 2,284,000
Average price $87.88
Gasoline Swap Contracts by
Expiration Dates Barrels Sold BPD ($/Bbl)
----------------- ------------ --- -------
Fourth Quarter 2009 874,000 9,500 73.83
Calendar Year 2010 2,555,000 7,000 75.28
Calendar Year 2011 729,000 1,997 83.53
------- -----
Totals 4,158,000
Average price $76.42
The following table provides a summary of these derivatives and implied
crack spreads for the crude oil, diesel and gasoline swaps disclosed
above, all of which are designated as hedges.
Swap Contracts by Barrels Implied Crack
Expiration Dates Sold BPD Spread ($/Bbl)
----------------- ---- --- --------------
Fourth Quarter 2009 2,070,000 22,500 11.43
Calendar Year 2010 7,300,000 20,000 11.32
Calendar Year 2011 5,384,000 14,751 12.19
--------- -----
Totals 14,754,000
Average price $11.65
At September 30, 2009, the Company had the following derivatives related
to crude oil sales and gasoline purchases in its fuel products segment,
none of which are designated as hedges.
Crude Oil Swap Contracts by Barrels
Expiration Dates Sold BPD ($/Bbl)
----------------- ---- --- -------
Fourth Quarter 2009 460,000 5,000 62.66
Calendar Year 2010 547,500 1,500 58.25
------- -----
Totals 1,007,500
Average price $60.26
Gasoline Swap Contracts by Barrels
Expiration Dates Purchased BPD ($/Bbl)
----------------- --------- --- -------
Fourth Quarter 2009 460,000 5,000 60.53
Calendar Year 2010 547,500 1,500 58.42
------- -----
Totals 1,007,500
Average price $59.38
To summarize, at September 30, 2009, the Company had the following crude
oil and gasoline derivative instruments not designated as hedges in its
fuel products segment. These trades were used to economically lock in a
portion of the mark-to-market valuation gain for the above crack spread
trades.
Swap Contracts by Expiration Barrels Implied Crack
Dates Purchased BPD Spread ($/Bbl)
------ --------- --- --------------
Fourth Quarter 2009 460,000 5,000 (2.13)
Calendar 2010 547,500 1,500 0.17
------- ----
Totals 1,007,500
Average price $(0.88)
At September 30, 2009, the Company had the following put options related
to jet fuel crack spreads in its fuel products segment, none of which are
designated as hedges.
Average Average
Sold Bought
Jet Fuel Put/Option Crack Spread Put Put
Contracts by Expiration Dates Barrels BPD ($/Bbl) ($/Bbl)
------------------------------ ------- --- ------- -------
January 2011 216,500 6,984 $4.00 $6.00
February 2011 197,000 7,036 4.00 6.00
March 2011 216,500 6,984 4.00 6.00
------- ---- ----
Totals 630,000
Average price $4.00 $6.00
Specialty Products Segment
At September 30, 2009, the Company had the following crude oil derivative
instruments related to crude oil purchases in its specialty products
segment, none of which are designated as hedges.
Average Average Average
Crude Oil Put/Swap/Call Bought Put Swap Sold Call
Contracts by Expiration Dates Barrels BPD ($/Bbl) ($/Bbl) ($/Bbl)
------------------------------ ------- --- ------- ------- ------
October 2009 248,000 8,000 $57.33 $71.09 $81.09
November 2009 150,000 5,000 56.17 69.64 79.64
December 2009 62,000 2,000 56.30 68.55 78.55
------ ----- ----- -----
Totals 460,000
Average price $56.81 $70.27 $80.27
Calumet Specialty Products Partners, L.P.
CONTACT: Jennifer Straumins, Investor Relations of Calumet Specialty Products Partners, L.P., +1-317-328-5660
Web Site: http://www.calumetspecialty.com/
Filtrona Porous Technologies met au point un produit novateur grâce ŕ la synergie des technologies de la fibre et de la mousse : Voici le pansement pour le soin des plaies MediSponge(R) RBR
RICHMOND, Virginie, November 4 /PRNewswire/ --
Filtrona Porous Technologies, un fabricant de composants sur mesure de
fibre et de mousse pour les appareils médicaux et l'industrie de la santé, et
une division de Filtrona plc (Pink Sheets : FLRAF) dont le sičge social est
au Royaume-Uni, a récemment développé un composant hybride unique fait de
fibre et de mousse pour des marchés spécialisés de l'industrie des soins
médicaux et personnels, en particulier pour le traitement des plaies. Connu
sous le nom de MediSponge(R) RBR, ce composite fibre-mousse en attente de
brevet consiste en une douce mousse trčs absorbante aux propriétés
hydrophiles structurellement améliorées grâce ŕ l'ajout d'une matrice de
fibres. Ce développement représente l'une des nombreuses innovations de
Filtrona Porous Technologies dans le domaine des produits spécialement conçus
pour l'industrie des soins de santé.
(Logo : http://www.newscom.com/cgi-bin/prnh/20081017/NEF038LOGO)
L'utilisation de la mousse hydrophile en tant que pansement pour le soin
des plaies a considérablement augmenté au cours des derničres années. Cette
mousse se retrouve d'ailleurs trčs souvent dans la composition de produits de
pointe servant ŕ traiter les plaies. MediSponge RBR permet désormais
d'étendre l'application de cette technologie au marché des soins. Jusqu'ŕ
présent, l'une des caractéristique délimitant l'utilisation de la mousse
hydrophile est son extensibilité et sa force structurelle lorsqu'elle est
mouillée, surtout lorsqu'elle est exposée ŕ un environnement humide pour une
longue période. Cette préoccupation a atténué le plein potentiel de la
substance en termes d'applications avancée de plus longue durée sur une plaie
qui permettent de réduire la fréquence de changement des pansements, et
parfois mĂŞme en termes d'environnements de pressothérapie négative, lorsque
cette caractéristique est jumelée aux propriétés élastiques du matériau.
Le nouveau MediSponge RBR de Filtrona arrive ŕ surmonter ces obstacles.
Le MediSponge RBR intčgre ŕ la mousse une matrice de fibres qui sert de
renfort ou d'amélioration structurelle semblable ŕ une barre d'armature. La
résistance moyenne ŕ la traction, la résistance moyenne ŕ la déchirure et les
propriétés élastiques moyennes de cette nouvelle mousse peuvent ĂŞtre
augmentée jusqu'ŕ 600 fois, 40 fois et presque 2 fois respectivement, par
rapport ŕ la mousse hydrophile humide standard. Les améliorations apportées ŕ
la technologie de ce produit, entre autres, en ont fait un matériau idéal
pour les applications de pansements de mousse dans le soin avancé et de
longue durée des plaies.
Vers la fin de l'année 2008, Filtrona a réuni sa division spécialisée
dans la technologie des mousses et celle spécialisée dans la technologie de
la fibre pour former la division nommée Porous Technologies, afin d'offrir ŕ
ses clients des solutions uniques parmi un vaste éventail de produits poreux.
Le composite fibre-mousse novateur qui se cache derričre le MediSponge RBR
fait état de l'expertise de Filtrona Porous Technologies en ce qui concerne
le développement d'applications destinées ŕ répondre aux besoins de marchés
spécialisés.
Ă€ propos de Filtrona Porous Technologies
Filtrona Porous Technologies (www.filtrona-fpt.com), dont le sičge social
se trouve ŕ Richmond, en Virginie, aux États-Unis, est un leader en matičre
de fabrication sur mesure de composants en fibres liées et en mousses
hydrophiles destinés au contrôle des fluides et de la vapeur dans les
produits industriels, médicaux et de grande consommation. Filtrona Porous
Technologies possčde des usines de fabrication en Amérique du Nord, en Europe
et en Asie. Elle est une division de Filtrona plc, le fournisseur mondial de
produits spécialisés ŕ base de plastique ou de fibres qui est basé au
Royaume-Uni.
Filtrona Porous Technologies
Matt Robida de Filtrona Porous Technologies, +1-804-518-1017
L&L International Holdings Names Dennis Bracy, Leading Energy Strategist, to the Board
SEATTLE, Nov. 4 /PRNewswire-FirstCall/ -- L&L International Holdings, Inc. (BULLETIN BOARD: LLFH) , a U.S.-based company operating coal businesses in China, today announced that Dennis Bracy is appointed to the Company's Board as an Independent Director effective November 2, 2009.
Bracy has a lifetime commitment to energy and to strengthening U.S.-China relations. He is the CEO of the U.S.-China Clean Energy Forum. Bracy's previous professional positions include: President of Hill & Knowlton Technology, Director of Corporate Relations at ITT Corporation, and Vice President of Kaiser Aluminum.
Dickson Lee, Chairman of L&L stated: "We are thrilled that Dennis Bracy joins our Board of Directors. His appointment demonstrates our commitment to finding profitable yet responsible solutions to China's energy needs."
The Company also announced the appointment of John Levy to its Advisory Panel. Levy is a recognized leader in corporate governance and compliance, and he has served as CFO of public and private companies for more than 10 years.
About L&L
Founded in 1995, L&L focus on the vast coal (energy) market in China and operates profitable coal mines and coal consolidation facilities in the resource-rich Yunnan Province. See Company's website at http://www.lnlinternational.com/.
Regarding Forward-Looking Information
This press release may contain forward-looking information intended to be covered by the Safe Harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Contact:
Investor Relations:
RedChip Companies, Inc.
Dave Gentry
(800) 733-2447, Ext. 104
info@redchip.com
L&L International Holdings, Inc.
CONTACT: Investor Relations, Dave Gentry of RedChip Companies, Inc., 1-800-733-2447, Ext. 104, info@redchip.com, for L&L International Holdings, Inc.
Web Site: http://www.lnlinternational.com/
Tyco Electronics Reports Fiscal Fourth Quarter ResultsFiscal Fourth Quarter Results - Net Sales of $2.7 Billion Increased 8 Percent Sequentially; Decreased 25 Percent Year-Over-Year - GAAP Operating Income of $176 Million; Adjusted Operating Income of $221 Million, a 74 Percent Sequential Increase - Diluted Earnings Per Share (EPS) From Continuing Operations of $0.18 on a GAAP Basis; Adjusted EPS of $0.30 - Cash From Continuing Operations of $549 Million; Free Cash Flow of $608 Million Fiscal First Quarter Outlook - Company Expects Sales of $2.7 to $2.8 Billion - GAAP Operating Income Expected to be $190 to $220 Million; Adjusted Operating Income Expected to be $250 to $280 Million - EPS From Continuing Operations Expected to be $0.25 to $0.29; Adjusted EPS Expected to be $0.35 to $0.39
SCHAFFHAUSEN, Switzerland, Nov. 4 /PRNewswire-FirstCall/ -- Tyco Electronics Ltd. today reported results for the fiscal fourth quarter ended Sept. 25, 2009. The company reported net sales of $2.7 billion for the fiscal fourth quarter, an 8 percent increase sequentially and a 25 percent decrease compared to the prior-year period. GAAP diluted earnings per share from continuing operations were $0.18 for the quarter, compared to $0.19 in the prior-year period. Included in the earnings per share from continuing operations were $0.08 per share of restructuring and other charges, $0.09 per share of income tax related charges, and $0.04 per share of income related to a gain from the early retirement of debt. This compares to $0.46 per share of net charges in the prior-year quarter. Adjusted EPS from continuing operations were $0.30 in the quarter, compared to last year's adjusted EPS of $0.65.
"Our fourth quarter was a strong finish to a challenging year," said Tyco Electronics Chief Executive Officer Tom Lynch. "Sales increased 8 percent sequentially due to continued improvement in our automotive and consumer-related businesses which grew 17 percent. This more than offset the expected slowdown in our Undersea Telecommunications segment. The aggressive cost actions we initiated in response to the downturn, coupled with the sales increase, improved our adjusted operating margins from 5 to 8 percent sequentially. Further improvements in working capital enabled us to generate more than $600 million in free cash flow in the quarter, bringing our full-year free cash flow to more than $1.2 billion.
"In the first quarter, we expect our sales to be flat to up slightly due to continued strengthening in our Electronic Components segment, partially offset by the continued slowdown in our Undersea Telecommunications business. We expect another quarter of solid operating margin improvement."
The following discussion includes non-GAAP financial measures which are described at the end of this press release. For a reconciliation of these non-GAAP financial measures, see the attached tables. All dollar amounts are pre-tax and stated in millions. All comparisons are to the fiscal quarter ended Sept. 26, 2008 unless otherwise indicated.
($ in millions) Sept. 25, 2009 Sept. 26, 2008 $ Change % Change
-------------- -------------- -------- --------
Net Sales $2,698 $3,576 $(878) (25)%
Operating Income $176 $205 $(29) (14)%
Restructuring and Other Charges $(45) $(165)
Impairment of Goodwill $0 $(103)
-- ------
Adjusted Operating Income $221 $473 $(252) (53)%
Operating Margin 6.5% 5.7%
Adjusted Operating Margin 8.2% 13.2%
GAAP operating income was $176 million, compared to $205 million of operating income in the prior-year period. Included in the current quarter were restructuring and other charges of $45 million. Included in prior-year operating income were $165 million of restructuring and other charges and $103 million related to an impairment of goodwill. Excluding these items in both periods, adjusted operating income was $221 million compared to $473 million a year ago, a decrease of 53 percent. The adjusted operating margin was 8.2 percent, compared to 13.2 percent a year ago -- reflecting a 25 percent decline in sales.
CASH FLOW
Cash from continuing operations was $549 million during the quarter, compared to $597 million in the year-ago period. Free cash flow was $608 million, compared to $437 million in the prior-year period. The increase in free cash flow was primarily driven by inventory reductions, as well as reduced capital expenditures versus the prior year.
ADDITIONAL ITEMS
-- In early July, the company repurchased approximately $152 million of
principal amount of its senior notes. As a result, the company
reported a net gain of $19 million in the fiscal fourth quarter.
-- On Oct. 8, the company's shareholders approved a dividend in the form
of a capital reduction of $0.16 per share for each of the first and
second quarters of fiscal 2010.
ORDERS
Total company orders increased 25 percent sequentially in the fourth quarter. On a year-over-year basis, orders declined 8 percent. The book-to-bill ratio was 1.07 in the quarter. Excluding the company's Undersea Telecommunications segment, which is a project-oriented business with uneven order patterns, orders increased 12 percent sequentially and declined 17 percent year-over-year and the book-to-bill ratio was 1.05.
FIRST QUARTER FISCAL 2010 OUTLOOK
For the first quarter of fiscal 2010, the company expects sales of $2.7 to $2.8 billion, which is flat to a 4 percent increase sequentially. The company expects income from operations of $190 to $220 million, which includes restructuring and other charges of approximately $60 million. Adjusted operating income is expected to be $250 to $280 million. GAAP EPS from continuing operations is expected to be $0.25 to $0.29, including restructuring and other charges of approximately $0.10 per share. Adjusted EPS from continuing operations are expected to be $0.35 to $0.39, compared to adjusted EPS of $0.21 in the prior-year period. This outlook assumes current foreign exchange rates.
($ in millions, except per share amounts)
Q1 Outlook
----------
Sales $2,700 to $2,800
GAAP Operating Income $190 to $220
Restructuring and Other Charges $(60)
Adjusted Operating Income $250 to $280
GAAP Earnings Per Share $0.25 to $0.29
Adjusted EPS from Continuing Operations $0.35 to $0.39
SEGMENT RESULTS
Tyco Electronics is comprised of four reporting segments: Electronic Components, Network Solutions, Specialty Products and Undersea Telecommunications.
Electronic Components
The Electronic Components segment is one of the world's largest suppliers of passive electronic components, including connectors and interconnect systems, relays, switches, sensors, and wire and cable.
($ in millions) Sept. 25, Sept. 26,
2009 2008 $ Change % Change Organic Growth
------ ------ -------- -------- --------------
Net Sales $1,632 $2,255 $(623) (28)% (24)%
Operating Income $38 $29 $9 31%
Restructuring and Other
Charges $(24) $(157)
Impairment of Goodwill $0 $(103)
-- -----
Adjusted Operating Income $62 $289 $(227) (79)%
Operating Margin 2.3% 1.3%
Adjusted Operating Margin 3.8% 12.8%
Sales in the segment declined 28 percent compared to the prior-year quarter and increased 15 percent on a sequential basis. The segment experienced year-over-year declines across all end-markets, including automotive which was down 19 percent, computer down 37 percent, communications down 39 percent and industrial down 43 percent.
Operating margin and adjusted operating margin decreased primarily due to the sales declines and the negative impact of lower production to reduce inventory, partially offset by the company's cost reduction activities. The current quarter included $24 million of restructuring and other charges, compared to $157 million of restructuring and other charges and $103 million of charges related to an impairment of goodwill in the prior-year quarter.
Network Solutions
The Network Solutions segment is one of the world's largest suppliers of infrastructure components and systems for the communication service provider, enterprise networks and energy markets.
($ in millions) Sept. 25, Sept. 26,
2009 2008 $ Change % Change Organic Growth
------ ------ -------- -------- --------------
Net Sales $436 $560 $(124) (22)% (18)%
Operating Income $37 $65 $(28) (43)%
Restructuring and Other
Charges $(14) $(4)
---- ---
Adjusted Operating Income $51 $69 $(18) (26)%
Operating Margin 8.5% 11.6%
Adjusted Operating Margin 11.7% 12.3%
Segment sales declined 22 percent compared to the prior-year quarter and increased 3 percent sequentially. Compared to the prior year, sales to the communication service provider market declined 27 percent, sales to the energy market declined 20 percent and sales to the enterprise networks market declined 24 percent. The revenue decline was due to reduced capital spending by customers in these markets.
Operating margin and adjusted operating margin decreased primarily due to the sales declines, partially offset by the company's cost reduction activities. Restructuring and other charges in the quarter were $14 million, compared to $4 million in the prior-year quarter.
Specialty Products
The Specialty Products segment is a leader in providing highly-engineered custom solutions, components and connectors for electronic systems, subsystems and devices in the aerospace, defense and marine; medical; touch systems; and circuit protection markets.
($ in millions) Sept. 25, Sept. 26,
2009 2008 $ Change % Change Organic Growth
------ ------ -------- -------- --------------
Net Sales $362 $459 $(97) (21)% (22)%
Operating Income $47 $65 $(18) (28)%
Restructuring and Other
Charges $(4) $(3)
Other Items $0 $(8)
-- ---
Adjusted Operating Income $51 $76 $(25) (33)%
Operating Margin 13.0% 14.2%
Adjusted Operating Margin 14.1% 16.6%
Segment sales declined 21 percent compared to the prior-year quarter and increased 6 percent sequentially. Year-over-year, sales to the aerospace, defense and marine market declined 23 percent, touch systems declined 25 percent, circuit protection declined 14 percent, and medical decreased 16 percent.
Operating margin and adjusted operating margin decreased primarily due to the sales declines, partially offset by the company's cost reduction activities. Restructuring and other charges in the quarter were $4 million, compared to $3 million of restructuring and other charges and $8 million of other items in the prior-year quarter.
Undersea Telecommunications
The company's Undersea Telecommunications segment is a world leader in developing, manufacturing, installing and maintaining the world's most advanced fiber optic undersea networks.
($ in millions) Sept. 25, Sept. 26,
2009 2008 $ Change % Change Organic Growth
------ ------ -------- -------- --------------
Net Sales $268 $302 $(34) (11)% (11)%
Operating Income $54 $38 $16 42%
Restructuring and Other
Charges $(3) $(1)
--- ---
Adjusted Operating Income $57 $39 $18 46%
Operating Margin 20.1% 12.6%
Adjusted Operating Margin 21.3% 12.9%
Segment sales decreased 11 percent compared to the prior-year quarter and decreased 16 percent sequentially. Operating margin and adjusted operating margin increases were due to favorable project mix and execution. Restructuring and other charges in the quarter were $3 million compared to $1 million in the prior-year quarter.
ABOUT TYCO ELECTRONICS
Tyco Electronics Ltd. is a leading global provider of engineered electronic components, network solutions, specialty products and undersea telecommunication systems, with fiscal 2009 sales of $10.3 billion to customers in more than 150 countries. We design, manufacture and market products for customers in a broad array of industries including automotive; data communication systems and consumer electronics; telecommunications; aerospace, defense and marine; medical; energy; and lighting. With approximately 7,000 engineers and worldwide manufacturing, sales and customer service capabilities, Tyco Electronics' commitment is our customers' advantage. More information on Tyco Electronics can be found at http://www.tycoelectronics.com/.
CONFERENCE CALL AND WEBCAST
-- The company will hold a conference call for investors today beginning
at 8:30 a.m. EST.
-- Internet users will be able to access the company's earnings webcast,
including slide materials, at the "Investors" section of Tyco
Electronics' website: http://investors.tycoelectronics.com/.
-- For both "listen-only" telephone participants and those participants
who wish to take part in the question-and-answer portion of the call,
the dial-in number in the United States is (800) 230-1059. The
telephone dial-in number for participants outside the United States is
(612) 234-9959.
-- An audio replay of the conference call will be available beginning at
10:30 a.m. on Nov. 4, 2009 and ending at 11:59 p.m. on Nov. 11, 2009.
The dial-in number for participants in the United States is (800)
475-6701. For participants outside the United States, the replay
dial-in number is (320) 365-3844. The replay access code for all
callers is 117013.
NON-GAAP MEASURES
"Organic Sales Growth," "Adjusted Operating Income," "Adjusted Operating Margin," "Adjusted Interest Expense," "Adjusted Other Income (Expense), Net," "Adjusted Income Tax Expense," "Adjusted Income from Continuing Operations," "Adjusted Earnings Per Share," and "Free Cash Flow" (FCF) are non-GAAP measures and should not be considered replacements for GAAP results.
"Organic Sales Growth" is a useful measure used by the company to measure the underlying results and trends in the business. The difference between reported net sales growth (the most comparable GAAP measure) and Organic Sales Growth (the non-GAAP measure) consists of the impact from foreign currency, acquisitions and divestitures. Organic Sales Growth is a useful measure of the company's performance because it excludes items that: i) are not completely under management's control, such as the impact of foreign currency exchange; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity. It is also a component of the company's compensation programs. The limitation of this measure is that it excludes items that have an impact on the company's sales. This limitation is best addressed by using organic sales growth in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of Organic Sales Growth.
The company has presented its operating income before unusual items including charges related to legal settlements and reserves, restructuring charges, impairment charges and other income or charges ("Adjusted Operating Income"). The company utilizes Adjusted Operating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating plan execution and underlying market conditions. It is also a significant component in the company's incentive compensation plans. Adjusted Operating Income is a useful measure for investors because it better reflects the company's underlying operating results, trends and the comparability of these results between periods. The difference between Adjusted Operating Income and operating income (the most comparable GAAP measure) consists of the impact of charges related to legal settlements and reserves, restructuring charges, impairment charges and other income or charges that may mask the underlying operating results and/or business trends. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease the company's reported operating income. This limitation is best addressed by using Adjusted Operating Income in combination with operating income (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results.
The company has presented its operating margin before unusual items including charges related to legal settlements and reserves, restructuring charges, impairment charges and other income or charges ("Adjusted Operating Margin"). The company presents and forecasts its Adjusted Operating Margin before unusual items to give investors a perspective on the underlying business results. Because the company cannot predict the amount and timing of such items and the associated charges or gains that will be recorded in the company's financial statements, it is difficult to include the impact of those items in the forecast.
The company has presented interest expense before unusual items including costs related to the retirement of debt ("Adjusted Interest Expense"). The company presents Adjusted Interest Expense as it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. The difference between Adjusted Interest Expense and interest expense (the most comparable GAAP measure) is the gain related to retirement of debt. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease interest expense. This limitation is best addressed by using Adjusted Interest Expense in combination with interest expense (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.
The company has presented other income (expense), net before unusual items including tax sharing income related to the adoption of the uncertain tax position provisions of Accounting Standards Codification ("ASC") 740 (Income Taxes) and the gain on retirement of debt ("Adjusted Other Income (Expense), Net"). The company presents Adjusted Other Income (Expense), Net as it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. The difference between Adjusted Other Income (Expense), Net and other income (expense), net (the most comparable GAAP measure) consists of tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740 and the gain related to retirement of debt and, if applicable, related tax effects. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease other income (expense), net. This limitation is best addressed by using Adjusted Other Income (Expense), Net in combination with other income (expense), net (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.
The company has presented income tax expense after adjusting for the tax effect of unusual items including charges related to restructuring, impairment charges and other income or charges ("Adjusted Income Tax Expense"). The company presents Adjusted Income Tax Expense to provide investors further information regarding the tax effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). The difference between Adjusted Income Tax Expense and income tax expense (the most comparable GAAP measure) is the tax effect of adjusting items. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease income tax expense. This limitation is best addressed by using Adjusted Income Tax Expense in combination with income tax expense in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.
The company has presented income from continuing operations before unusual items including charges related to legal settlements and reserves, restructuring charges, impairment charges, tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740, other income or charges and, if applicable, related tax effects ("Adjusted Income from Continuing Operations"). The company presents Adjusted Income from Continuing Operations as it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. Adjusted Income from Continuing Operations provides additional information regarding the company's underlying operating results, trends and the comparability of these results between periods. The difference between Adjusted Income from Continuing Operations and income from continuing operations (the most comparable GAAP measure) consists of the impact of charges related to legal settlements and reserves, restructuring charges, impairment charges, tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740, other income or charges and, if applicable, related tax effects. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease the company's reported results. This limitation is best addressed by using Adjusted Income from Continuing Operations in combination with income from continuing operations (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.
The company has presented adjusted diluted earnings per share, which is diluted earnings per share from continuing operations before unusual items, including charges related to legal settlements and reserves, restructuring charges, impairment charges, tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740 and other income or charges ("Adjusted Earnings Per Share"). The company presents Adjusted Earnings Per Share because it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. The company believes such a measure provides a picture of its results that is more comparable among periods since it excludes the impact of unusual items, which may recur occasionally, but tend to be irregular as to timing, thereby making comparisons between periods more difficult. This limitation is best addressed by using Adjusted Earnings Per Share in combination with diluted earnings per share from continuing operations (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results.
"Free Cash Flow" (FCF) is a useful measure of the company's cash generation which is free from any significant existing obligation. The difference between cash flows from operating activities (the most comparable GAAP measure) and FCF (the non-GAAP measure) consists mainly of significant cash outflows that the company believes are useful to identify. FCF permits management and investors to gain insight into the number that management employs to measure cash that is free from any significant existing obligation. The difference reflects the impact from:
-- net capital expenditures,
-- voluntary pension contributions, and
-- cash impact of unusual items.
Net capital expenditures are subtracted because they represent long-term commitments. Voluntary pension contributions are subtracted from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. The company forecasts its cash flow results excluding any voluntary pension contributions because it has not yet made a determination about the amount and timing of any future such contributions. In addition, the company's forecast excludes the cash impact of unusual items because the company cannot predict the amount and timing of such items.
The limitation associated with using FCF is that it subtracts cash items that are ultimately within management's and the Board of Directors' discretion to direct and that therefore may imply that there is less or more cash that is available for the company's programs than the most comparable GAAP measure. This limitation is best addressed by using FCF in combination with the GAAP cash flow numbers.
FCF as presented herein may not be comparable to similarly-titled measures reported by other companies. The measure should be used in conjunction with other GAAP financial measures. Investors are urged to read the company's financial statements as filed with the Securities and Exchange Commission, as well as the accompanying tables to this press release that show all the elements of the GAAP measures of Cash Flows from Operating Activities, Cash Flows from Investing Activities, Cash Flows from Financing Activities and a reconciliation of the company's total cash and cash equivalents for the period. See the accompanying tables to this press release for a cash flow statement presented in accordance with GAAP and a reconciliation presenting the components of FCF.
Because the company does not predict the amount and timing of unusual items that might occur in the future, and its forecasts are developed at a level of detail different than that used to prepare GAAP-based financial measures, the company does not provide reconciliations to GAAP of its forward-looking financial measures.
FORWARD-LOOKING STATEMENTS
This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. Tyco Electronics has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as developments in the credit markets; conditions affecting demand for products, particularly the automotive industry and the telecommunications, computer and consumer electronics industries; future goodwill impairment; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; political, economic and military instability in countries in which we operate; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed information about these and other factors is set forth in Tyco Electronics' Annual Report on Form 10-K/A for the fiscal year ended Sept. 26, 2008 and Quarterly Reports on Form 10-Q for the quarterly periods ended Dec. 26, 2008, March 27, 2009, and June 26, 2009, as well as in Tyco Electronics' Current Reports on Form 8-K and other reports filed by Tyco Electronics with the Securities and Exchange Commission.
TYCO ELECTRONICS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Quarter Ended For the Year Ended
--------------------- ------------------
Sept. 25, Sept. 26, Sept. 25, Sept. 26,
2009 2008 2009 2008
---- ---- ---- ----
(in millions, except per share data)
Net sales $2,698 $3,576 $10,256 $14,373
Cost of sales 2,007 2,568 7,720 10,200
----- ----- ----- ------
Gross income 691 1,008 2,536 4,173
Selling, general, and
administrative expenses 338 396 1,408 1,573
Research, development, and
engineering expenses 131 155 536 593
Pre-Separation litigation
charges, net - (8) 144 22
Restructuring and other
charges, net 46 157 375 219
Impairment of goodwill - 103 3,547 103
-- --- ----- ---
Operating income (loss) 176 205 (3,474) 1,663
Interest income 4 7 17 32
Interest expense (40) (46) (165) (190)
Other income (expense), net (55) (39) (48) 567
--- --- --- ---
Income (loss) from
continuing operations
before income taxes
and minority interest 85 127 (3,670) 2,072
Income tax (expense) benefit (1) (38) 576 (540)
Minority interest (1) (1) (6) (5)
-- -- -- --
Income (loss) from
continuing operations 83 88 (3,100) 1,527
Income (loss) from
discontinued operations,
net of income taxes 10 114 (156) 255
-- --- ---- ---
Net income (loss) $93 $202 $(3,256) $1,782
=== ==== ======= ======
Basic earnings (loss)
per share:
Income (loss) from
continuing operations $0.18 $0.19 $(6.75) $3.16
Income (loss) from
discontinued operations 0.02 0.24 (0.34) 0.53
---- ---- ----- ----
Net income (loss) $0.20 $0.43 $(7.09) $3.69
===== ===== ====== =====
Diluted earnings (loss)
per share:
Income (loss) from
continuing operations $0.18 $0.19 $(6.75) $3.14
Income (loss) from
discontinued operations 0.02 0.24 (0.34) 0.53
---- ---- ----- ----
Net income (loss) $0.20 $0.43 $(7.09) $3.67
===== ===== ====== =====
Weighted-average number
of shares outstanding:
Basic 459 470 459 483
Diluted 461 473 459 486
TYCO ELECTRONICS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Sept. 25, Sept. 26,
2009 2008
---- ----
(in millions, except share data)
Assets
Current Assets:
Cash and cash equivalents $1,521 $1,090
Accounts receivable, net of allowance for
doubtful accounts of $48 and $40,
respectively 1,975 2,656
Inventories 1,435 2,159
Prepaid expenses and other current assets 487 756
Deferred income taxes 161 204
Assets held for sale - 770
-- ---
Total current assets 5,579 7,635
Property, plant, and equipment, net 3,111 3,342
Goodwill 3,160 6,749
Intangible assets, net 407 454
Deferred income taxes 2,518 1,915
Receivable from Tyco International Ltd. and
Covidien Ltd. 1,211 1,218
Other assets 234 287
--- ---
Total Assets $16,220 $21,600
======= =======
Liabilities and Shareholders' Equity
Current Liabilities:
Current maturities of long-term debt $101 $20
Accounts payable 1,068 1,433
Accrued and other current liabilities 1,243 1,558
Deferred revenue 203 207
Liabilities held for sale - 169
-- ---
Total current liabilities 2,615 3,387
Long-term debt 2,316 3,161
Long-term pension and postretirement
liabilities 1,129 721
Deferred income taxes 188 289
Income taxes 2,312 2,291
Other liabilities 634 668
--- ---
Total Liabilities 9,194 10,517
----- ------
Commitments and contingencies
Minority interest 10 10
Shareholders' Equity:
Preferred shares, none at Sept. 25, 2009;
125,000,000 shares authorized and none
outstanding, $0.20 par value, at
Sept. 26, 2008 - -
Common shares, 468,215,574 shares
authorized and issued, CHF 2.43 par
value, at Sept. 25, 2009; 1,000,000,000
shares authorized and 500,241,706 issued,
$0.20 par value, at Sept. 26, 2008 1,049 100
Capital in excess:
Share premium - 61
Contributed surplus 8,135 10,106
Accumulated (deficit) earnings (2,274) 1,141
Treasury shares, at cost, 9,425,172
shares at Sept. 25, 2009; 36,904,702
shares at Sept. 26, 2008 (349) (1,264)
Accumulated other comprehensive income 455 929
--- ---
Total Shareholders' Equity 7,016 11,073
----- ------
Total Liabilities and
Shareholders' Equity $16,220 $21,600
======= =======
TYCO ELECTRONICS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Quarter Ended For the Year Ended
--------------------- ------------------
Sept. 25, Sept. 26, Sept. 25, Sept. 26,
2009 2008 2009 2008
---- ---- ---- ----
(in millions)
Cash Flows From Operating
Activities:
Net income (loss) $93 $202 $(3,256) $1,782
(Income) loss
from discontinued
operations, net
of income taxes (10) (114) 156 (255)
--- ---- --- ----
Income (loss) from
continuing operations 83 88 (3,100) 1,527
Adjustments to
reconcile net cash
provided by (used
in) operating
activities:
Impairment of goodwill - 103 3,547 103
Class action settlement - - - (936)
Non-cash restructuring and
other charges, net 20 53 49 81
Depreciation and
amortization 133 140 515 539
Deferred income taxes 109 (41) (583) 164
Provision for losses
on accounts receivable
and inventory 17 12 74 42
Tax sharing (income) loss 77 39 68 (567)
Other (3) 30 53 42
Changes in assets and
liabilities, net of the
effects of acquisitions
and divestitures:
Accounts receivable, net (128) 45 651 (107)
Inventories 167 48 638 (221)
Inventoried costs on
long-term contracts 103 (5) (4) (46)
Prepaid expenses and
other current assets (40) (6) 184 56
Accounts payable 50 (40) (420) 41
Accrued and other
liabilities 124 168 (124) 120
Income taxes (142) 18 (115) 18
Deferred revenue 34 (2) (7) 120
Other (55) (53) (48) (54)
--- --- --- ---
Net cash provided by
(used in) continuing
operating activities 549 597 1,378 922
Net cash provided by
(used in) discontinued
operating activities (7) 41 (49) 67
-- -- --- --
Net cash provided by
(used in) operating
activities 542 638 1,329 989
--- --- ----- ---
Cash Flows From Investing
Activities:
Capital expenditures (58) (165) (328) (610)
Proceeds from sale of
property, plant, and
equipment 4 5 13 42
Class action
settlement escrow - - - 936
Proceeds from divestiture
of discontinued
operations, net of cash
retained by operations
sold (1) 469 693 571
Other 2 (8) 16 (29)
-- -- -- ---
Net cash provided by
(used in) continuing
investing activities (53) 301 394 910
Net cash provided by
(used in) discontinued
investing activities - (5) (3) (15)
-- -- -- ---
Net cash provided by
(used in) investing
activities (53) 296 391 895
--- --- --- ---
Cash Flows From Financing
Activities:
Net (decrease) increase in
commercial paper - (21) (649) 630
Repayment of long-term debt (141) (400) (602) (1,751)
Proceeds from long-term debt - 400 448 900
Repurchase of common shares - (410) (152) (1,242)
Payment of common share
dividends and cash distributions
to shareholders (73) (66) (294) (271)
Proceeds from exercise
of share options - 3 1 54
Transfers (to) from
discontinued operations (7) (27) (56) 5
Other (2) - (6) (12)
-- -- -- ---
Net cash provided by
(used in) continuing
financing activities (223) (521) (1,310) (1,687)
Net cash provided by
(used in) discontinued
financing activities 7 (21) 56 (52)
-- --- -- ---
Net cash provided by
(used in) financing
activities (216) (542) (1,254) (1,739)
---- ---- ------ ------
Effect of currency
translation on cash (10) (18) (31) 1
Net increase
(decrease) in cash
and cash equivalents 263 374 435 146
Less: net (increase)
decrease in cash and
cash equivalents
related to
discontinued operations - (15) (4) -
Cash and cash
equivalents at
beginning of period 1,258 731 1,090 944
----- --- ----- ---
Cash and cash equivalents
at end of period $1,521 $1,090 $1,521 $1,090
====== ====== ====== ======
Supplemental Cash Flow
Information:
Income taxes paid, net
of refunds $34 $62 $121 $359
Reconciliation to Free
Cash Flow:
Net cash provided by
continuing operating
activities $549 $597 $1,378 $922
Capital expenditures, net (54) (160) (315) (568)
Pre-Separation
litigation payments 52 - 102 -
Voluntary pension
contributions 61 - 61 -
Class action settlement - - - 936
-- -- -- ---
Free cash flow (1) $608 $437 $1,226 $1,290
==== ==== ====== ======
(1) Free cash flow is a non-GAAP measure. See description of non-GAAP
measures contained in this release.
TYCO ELECTRONICS LTD.
CONSOLIDATED SEGMENT DATA (UNAUDITED)
For the Quarter Ended
---------------------
Sept. 25, Sept. 26,
2009 2008
---- ----
($ in millions)
Net Sales:
Electronic Components $1,632 $2,255
Network Solutions 436 560
Specialty Products 362 459
Undersea Telecommunications 268 302
--- ---
Total $2,698 $3,576
====== ======
Operating Income (Loss):
Electronic Components $38 2.3% $29 1.3%
Network Solutions 37 8.5% 65 11.6%
Specialty Products 47 13.0% 65 14.2%
Undersea Telecommunications 54 20.1% 38 12.6%
Pre-Separation litigation charges, net - 8
-- --
Total $176 6.5% $205 5.7%
==== ====
For the Year Ended
------------------
Sept. 25, Sept. 26,
2009 2008
---- ----
($ in millions)
Net Sales:
Electronic Components $5,961 $9,277
Network Solutions 1,719 2,162
Specialty Products 1,415 1,769
Undersea Telecommunications 1,161 1,165
----- -----
Total $10,256 $14,373
======= =======
Operating Income (Loss):
Electronic Components $(3,716) -62.3% $978 10.5%
Network Solutions 133 7.7% 251 11.6%
Specialty Products 34 2.4% 296 16.7%
Undersea Telecommunications 219 18.9% 160 13.7%
Pre-Separation litigation charges, net (144) (22)
---- ---
Total $(3,474) -33.9% $1,663 11.6%
======= ======
TYCO ELECTRONICS LTD.
NET SALES GROWTH RECONCILIATION (UNAUDITED)
Change in Net Sales for the Quarter Ended
Sept. 25, 2009 versus Net Sales for the
Quarter Ended Sept. 26, 2008
---------------------------------------
Organic (1) Translation (2) Divestiture
------------ -------------- -----------
($ in millions)
Electronic Components (3):
Automotive $(155) (15.3)% $(35) $-
Computer (90) (36.7) 1 (2)
Communications (77) (30.4) 8 (31)
Appliance (33) (24.0) (2) -
Industrial (56) (41.0) (3) -
Consumer Electronics (17) (32.2) - (2)
Other (120) (29.0) (6) (3)
---- ----- -- --
Total (548) (24.3) (37) (38)
---- ----- --- ---
Network Solutions (3):
Energy (40) (15.3) (12) -
Service Providers (34) (21.7) (7) -
Enterprise Networks (28) (19.7) (6) -
Other 1 7.9 2 -
-- --- -- --
Total (101) (18.0) (23) -
---- ----- --- --
Specialty Products (3):
Aerospace, Defense, and
Marine (44) (22.7) (1) -
Touch Systems (29) (24.9) (1) -
Medical (11) (15.5) - -
Circuit Protection (15) (18.9) 4 -
--- ----- -- --
Total (99) (21.5) 2 -
--- ----- -- --
Undersea
Telecommunications (32) (10.9) (2) -
--- ----- -- --
Total $(780) (21.8)% $(60) $(38)
===== ===== ==== ====
Change in Net
Sales for the
Quarter Ended
Sept. 25, 2009 Percentage of
versus Net Segment's
Sales for the Total
Quarter Ended Net Sales
Sept. 26, 2008 for the
--------------- Quarter Ended
Total Sept. 25, 2009
----- ---------
($ in millions)
Electronic Components (3):
Automotive $(190) (18.8)% 50%
Computer (91) (37.0) 10
Communications (100) (39.4) 9
Appliance (35) (25.4) 6
Industrial (59) (43.1) 5
Consumer Electronics (19) (35.2) 2
Other (129) (31.2) 18
---- ----- --
Total (623) (27.6) 100%
---- ----- ---
Network Solutions (3):
Energy (52) (20.1) 48
Service Providers (41) (26.5) 26
Enterprise Networks (34) (23.8) 25
Other 3 100.0 1
-- ----- --
Total (124) (22.1) 100%
---- ----- ---
Specialty Products (3):
Aerospace, Defense, and
Marine (45) (23.2) 41
Touch Systems (30) (25.4) 24
Medical (11) (15.9) 16
Circuit Protection (11) (14.1) 19
--- ----- --
Total (97) (21.1) 100%
--- ----- ---
Undersea
Telecommunications (34) (11.3)
--- -----
Total $(878) (24.6)%
===== =====
Change in Net Sales for the Year Ended
Sept. 25, 2009 versus Net Sales for the
Year Ended Sept. 26, 2008
------------------------------------
Organic (1) Translation (2) Divestiture
------------ --------------- -----------
($ in millions)
Electronic Components (3):
Automotive $(1,471) (33.1)% $(227) $-
Computer (350) (35.9) 2 (3)
Communications (258) (26.4) 18 (74)
Appliance (156) (29.1) (12) -
Industrial (181) (35.2) (23) 2
Consumer Electronics (53) (27.7) 2 (8)
Other (467) (28.2) (47) (10)
---- ----- --- ---
Total (2,936) (31.7) (287) (93)
------ ----- ---- ---
Network Solutions (3):
Energy (88) (9.0) (89) -
Service Providers (76) (12.3) (53) -
Enterprise Networks (105) (19.1) (35) -
Other (1) (5.7) 4 -
-- ---- -- --
Total (270) (12.5) (173) -
---- ----- ---- --
Specialty Products (3):
Aerospace, Defense, and
Marine (104) (14.0) (18) -
Touch Systems (106) (23.7) (10) -
Medical (23) (8.6) (2) -
Circuit Protection (99) (32.1) 8 -
--- ----- -- --
Total (332) (18.8) (22) -
---- ----- --- --
Undersea
Telecommunications (4) (0.4) - -
-- ---- -- --
Total $(3,542) (24.6)% $(482) $(93)
======= ===== ===== ====
Change in Net
Sales for the
Year Ended
Sept. 25, 2009 Percentage of
versus Net Segment's
Sales for the Total
Year Ended Net Sales
Sept. 26, 2008 for the
--------------- Year Ended
Total Sept. 25, 2009
----- ---------
($ in millions)
Electronic Components (3):
Automotive $(1,698) (38.2)% 46%
Computer (351) (36.0) 11
Communications (314) (32.1) 11
Appliance (168) (31.4) 6
Industrial (202) (39.4) 5
Consumer Electronics (59) (31.1) 2
Other (524) (31.9) 19
---- ----- --
Total (3,316) (35.7) 100%
------ ----- ---
Network Solutions (3):
Energy (177) (18.1) 47
Service Providers (129) (20.9) 28
Enterprise Networks (140) (25.5) 24
Other 3 16.7 1
-- ---- --
Total (443) (20.5) 100%
---- ----- ---
Specialty Products (3):
Aerospace, Defense, and
Marine (122) (16.4) 44
Touch Systems (116) (26.0) 24
Medical (25) (9.3) 17
Circuit Protection (91) (29.5) 15
--- ----- --
Total (354) (20.0) 100%
---- ----- ---
Undersea
Telecommunications (4) (0.3)
-- ----
Total $(4,117) (28.6)%
======= =====
(1) Represents the change in net sales resulting from volume and
price changes, before consideration of acquisitions, divestitures,
and the impact of changes in foreign currency exchange rates.
Organic net sales growth is a non-GAAP measure. See description of
non-GAAP measures contained in this release.
(2) Represents the change in net sales resulting from changes in foreign
currency exchange rates.
(3) Industry end market information about net sales is presented
consistently with our internal management reporting and may be
periodically revised as management deems necessary.
TYCO ELECTRONICS LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Quarter Ended Sept. 25, 2009
(UNAUDITED)
Adjustments
-----------
Restructuring
and Other Adjusted
U.S. Charges, Tax Retirement (Non-
GAAP Net (1) Items (2) of Debt GAAP) (3)
---- ------------- --------- ---------- ---------
($ in millions, except per share data)
Operating Income:
Electronic
Components $38 $24 $- $- $62
Network Solutions 37 14 - - 51
Specialty Products 47 4 - - 51
Undersea
Telecommunications 54 3 - - 57
-- -- -- -- --
Total $176 $45 $- $- $221
==== === == == ====
Operating Margin 6.5% 8.2%
=== ===
Interest Expense $(40) $- $- $3 $(37)
==== == == == ====
Other Income
(Expense), Net $(55) $- $86 $(22) $9
==== == === ==== ==
Income Tax Expense $(1) $(9) $(46) $- $(56)
=== === ==== == ====
Income from
Continuing
Operations $83 $36 $40 $(19) $140
=== === === ==== ====
Diluted Earnings
per Share from
Continuing
Operations $0.18 $0.08 $0.09 $(0.04) $0.30
===== ===== ===== ====== =====
(1) Includes $46 million recorded in net restructuring and other charges
and a $1 million credit recorded in cost of sales.
(2) Includes an income tax benefit primarily related to proposed
adjustments to prior year tax returns, and charges to other expense
pursuant to the Tax Sharing Agreement with Tyco International and
Covidien.
(3) See description of non-GAAP measures contained in this release.
TYCO ELECTRONICS LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Quarter Ended Sept. 26, 2008
(UNAUDITED)
Adjustments
-----------
Restructuring
and Other Impair- Other Adjusted
U.S. Charges, ment of Tax Items, (Non-
GAAP Net (1) Goodwill Items (2) Net (3) GAAP) (4)
---- --------- -------- --------- ------- ---------
($ in millions, except per share data)
Operating
Income:
Electronic
Components $29 $157 $103 $- $- $289
Network
Solutions 65 4 - - - 69
Specialty
Products 65 3 - - 8 76
Undersea
Tele-
communications 38 1 - - - 39
Pre-Separation
litigation
charges, net 8 - - - (8) -
-- -- -- -- -- --
Total $205 $165 $103 $- $- $473
==== ==== ==== == == ====
Operating
Margin 5.7% 13.2%
=== ====
Other Income
(Expense), Net $(39) $- $- $54 $- $15
==== == == === == ===
Income Tax
Expense $(38) $(8) $(14) $(76) $(4) $(140)
==== === ==== ==== === =====
Income from
Continuing
Operations $88 $157 $89 $(22) $(4) $308
=== ==== === ==== === ====
Diluted
Earnings
per Share
from Continuing
Operations $0.19 $0.33 $0.19 $(0.05) $(0.01) $0.65
===== ===== ===== ====== ====== =====
(1) Includes $157 million recorded in net restructuring and other charges
and $8 million recorded in cost of sales.
(2) Includes $22 million of income related to various tax matters,
including a tax settlement.
(3) Consists of $8 million of income related to insurance recoveries on
pre-Separation securities litigation and $8 million of costs related
to a customs settlement recorded in selling, general, and
administrative expenses.
(4) See description of non-GAAP measures contained in this release.
TYCO ELECTRONICS LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Year Ended Sept. 25, 2009
(UNAUDITED)
Adjustments
-----------
Restructuring
and Other Impair- Other Adjusted
U.S. Charges, ment of Tax Items, (Non-
GAAP Net (1) Goodwill Items (2) Net (3) GAAP) (4)
---- --------- -------- --------- ------- ---------
($ in millions, except per share data)
Operating
Income
(Loss):
Electronic
Components $(3,716) $278 $3,435 $- $- $(3)
Network
Solutions 133 56 - - - 189
Specialty
Products 34 31 112 - 8 185
Undersea
Tele-
communications 219 8 - - - 227
Pre-Separation
litigation
charges, net (144) - - - 144 -
---- -- -- -- --- --
Total $(3,474) $373 $3,547 $- $152 $598
======= ==== ====== == ==== ====
Operating
Margin -33.9% 5.8%
===== ===
Interest
Expense $(165) $- $- $- $3 $(162)
===== == == == == =====
Other Income
(Expense), Net $(48) $- $- $86 $(22) $16
==== == == === ==== ===
Income Tax
(Expense)
Benefit $576 $(87) $(523) $(46) $(3) $(83)
==== ==== ===== ==== === ====
Income
(Loss) from
Continuing
Operations $(3,100) $286 $3,024 $40 $130 $380
======= ==== ====== === ==== ====
Diluted
Earnings
(Loss) per
Share from
Continuing
Operations (5) $(6.75) $0.62 $6.57 $0.09 $0.28 $0.83
====== ===== ===== ===== ===== =====
(1) Includes $375 million recorded in net restructuring and other charges
and a $2 million credit recorded in cost of sales.
(2) Includes an income tax benefit primarily related to proposed
adjustments to prior year tax returns, and charges to other expense
pursuant to the Tax Sharing Agreement with Tyco International and
Covidien.
(3) Consists of $144 million of costs related to the settlement of
pre-Separation securities litigation and $8 million of costs related
to a product liability matter from several years ago recorded in
selling, general, and administrative expenses. Also includes net gain
related to retirement of debt of $19 million.
(4) See description of non-GAAP measures contained in this release.
(5) GAAP diluted shares excludes 1 million of non-vested restricted share
awards and non-vested options as the inclusion of these securities
would have been anti-dilutive. Such amounts are included in non-GAAP
diluted shares.
TYCO ELECTRONICS LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
For the Year Ended Sept. 26, 2008
(UNAUDITED)
Adjustments
-----------
Restructuring
and Other Impair- Other Adjusted
U.S. Charges, ment of Tax Items, (Non-
GAAP Net (1) Goodwill Items (2) Net (3) GAAP) (4)
---- --------- -------- --------- ------- ---------
($ in millions, except per share data)
Operating
Income
(Loss):
Electronic
Components $978 $198 $103 $- $(36) $1,243
Network
Solutions 251 22 - - - 273
Specialty
Products 296 3 - - 8 307
Undersea
Tele-
communications 160 5 - - - 165
Pre-Separation
litigation
charges, net (22) - - - 22 -
--- -- -- -- -- --
Total $1,663 $228 $103 $- $(6) $1,988
====== ==== ==== == === ======
Operating
Margin 11.6% 13.8%
==== ====
Other Income
(Expense), Net $567 $- $- $(518) $- $49
==== == == ===== == ===
Income Tax
(Expense)
Benefit $(540) $(27) $(14) $(76) $16 $(641)
===== ==== ==== ==== === =====
Income
(Loss) from
Continuing
Operations $1,527 $201 $89 $(594) $10 $1,233
====== ==== === ===== === ======
Diluted
Earnings
(Loss) per
Share from
Continuing
Operations $3.14 $0.41 $0.18 $(1.22) $0.02 $2.54
===== ===== ===== ====== ===== =====
(1) Includes $219 million recorded in net restructuring and other charges
and $9 million recorded in cost of sales.
(2) In connection with the adoption of the uncertain tax position
provisions of ASC 740 (Income Taxes), the Company recorded income
of $545 million pursuant to its Tax Sharing Agreement with Tyco
International and Covidien. The Company also recorded $49 million of
income, of which $27 million of expense is recorded in net other
income (expense) and $76 million of tax benefits are recorded in
income tax (expense) benefit, related to various tax matters,
including a tax settlement.
(3) Consists of a $36 million gain on the sale of real estate and $8
million of costs related to a customs settlement, both of which are
recorded in selling, general and administrative expenses, and $22
million of net costs related to the settlement of pre-Separation
securities litigation.
(4) See description of non-GAAP measures contained in this release.
TYCO ELECTRONICS LTD.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO
GAAP FINANCIAL MEASURES
For the Quarter Ended June 26, 2009
(UNAUDITED)
Adjustments
-----------
Restructuring
and Other Adjusted
U.S. Charges, (Non-
GAAP Net (1) GAAP) (2)
---- -------- ---------
($ in millions, except per
share data)
Operating Income:
Electronic Components $(82) $46 $(36)
Network Solutions 31 15 46
Specialty Products 42 1 43
Undersea Telecommunications 73 1 74
-- -- --
Total $64 $63 $127
=== === ====
Operating Margin 2.6% 5.1%
=== ===
Income Tax Expense $(3) $(12) $(15)
=== ==== ====
Income from Continuing Operations $26 $51 $77
=== === ===
Diluted Earnings per Share
from Continuing Operations $0.06 $0.11 $0.17
===== ===== =====
(1) Includes $63 million recorded in net restructuring and other charges.
(2) See description of non-GAAP measures contained in this release.
Tyco Electronics Ltd.
CONTACT: Media Relations, Sheri Woodruff, Office, +1-610-893-9555, or Mobile, +1-609-933-9243, swoodruff@tycoelectronics.com; Investor Relations, John Roselli, Office, +1-610-893-9559, john.roselli@tycoelectronics.com, or Keith Kolstrom, Office, +1-610-893-9551, keith.kolstrom@tycoelectronics.com, all of Tyco Electronics Ltd.
Web Site: http://www.tycoelectronics.com/
ST's New MEMS Gyroscopes Enable Accurate Angular Motion Detection in Size- and Power-Constrained Consumer Applications
GENEVA, Nov. 4 /PRNewswire-FirstCall/ -- STMicroelectronics , the leading supplier of MEMS for consumer and portable applications(1), has expanded its motion-sensor portfolio with a broad range of thirteen new single- and two-axis gyroscopes. With more than a 50% shrink in volume over previous ST devices, reduced power consumption, and an aggressive price, ST's new high-performance angular-motion sensors open the way to a wide range of innovative consumer applications, including gesture-controlled gaming and pointing devices, image stabilization in digital video or still cameras, and assisted GPS navigation.
ST's newest single-axis (yaw) and two-axis (pitch-and-roll, pitch-and-yaw)(2) MEMS gyroscopes fit in miniature packages of 3x5x1 and 4x5x1 mm3, respectively, addressing the size constraints of today's and tomorrow's consumer applications. Power consumption is another key factor, especially in battery-operated devices. Therefore, ST's gyroscopes include a power-down mode (when the entire device is switched off) and a sleep mode, in which part of the circuitry is turned off to significantly reduce power consumption while allowing very fast turn-on time and smart power cycling.
ST's new gyroscopes boast excellent stability over time and a wide temperature range (down to 0.02 dps(3)/degrees C) eliminating the need for additional temperature compensation in the application. Measurement precision is ensured with a negligible level of output noise (down to 0.01 dps/sqrt(Hz), and wide bandwidth up to 560Hz, ensuring high accuracy and repeatability.
ST's MEMS gyroscope family offers the industry's widest full-scale range, from 30 to 6,000 dps, covering a broad spectrum of applications that require high resolution and stability over time and temperature.
The robust manufacturing process of ST's 8" fab and packaging technology has already successfully built and delivered more than 600 million ST accelerometers in applications ranging from gaming systems to cellular handsets. Like these accelerometers, ST's high-performance MEMS gyroscopes are resistant to mechanical stress and come with improved built-in self-test capability that allows the customer to verify the functioning of the sensor after it has been assembled, without the need to move the board during testing.
"Today, the gyroscope market for consumer applications is around $200 million(4) and it is dominated by non-MEMS companies," said Benedetto Vigna, General Manager of STMicroelectronics' MEMS and Healthcare division. "ST's third-generation gyroscopes benefit from the same winning attributes that have helped us conquer the accelerometer market: proven manufacturing technology and robust design. These features will help us trigger the 'consumerization wave' for gyroscopes, and our in-house supply-chain management will enable ST to meet the customer demand."
ST's new single- (yaw) and two-axis (pitch-and-roll, and pitch-and-yaw) MEMS gyroscopes are now in high-volume production with unit pricing of $2.1 for the 2-axis gyro and $1.8 for the single-axis gyro, in quantities greater than fifty thousand pieces.
For further information on ST's complete MEMS portfolio go to http://www.st.com/mems
About STMicroelectronics
STMicroelectronics is a global leader serving customers across the spectrum of electronics applications with innovative semiconductor solutions. ST aims to be the undisputed leader in multimedia convergence and power applications leveraging its vast array of technologies, design expertise and combination of intellectual property portfolio, strategic partnerships and manufacturing strength. In 2008, the Company's net revenues were $9.84 billion. Further information on ST can be found at http://www.st.com/.
1. According to iSuppli (June 2009)
2. There are three main types of angular motion: yaw is rotation around
the vertical axis; roll is rotation around the front-to-back axis; and
pitch is the rotation around the side-to-side axis
3. degrees per second
4. According to iSuppli (July 2009)
STMicroelectronics
CONTACT: Michael Markowitz of STMicroelectronics, +1-212-821-8959, michael.markowitz@st.com
Web Site: http://www.st.com/
Quanta Services Reports 2009 Third Quarter ResultsGross Margins Continued to Improve
HOUSTON, Nov. 4 /PRNewswire-FirstCall/ -- Quanta Services, Inc. today announced results for the three and nine months ended September 30, 2009.
Revenues in the third quarter of 2009 were $780.8 million compared to revenues of $1.05 billion in the third quarter of 2008. For the third quarter of 2009, net income attributable to common stock was $63.4 million or $0.32 per diluted share, as compared to $51.9 million or $0.28 per diluted share in the third quarter of 2008. Included in net income attributable to common stock for the third quarter of 2009 is $22.4 million of income, or a benefit of $0.11 per diluted share, from the release of income tax contingencies due to the expiration of various statutes of limitations related to federal and state tax returns. Adjusted diluted earnings per share (a non-GAAP measure) was $0.25 for the third quarter of 2009 compared to $0.32 for the third quarter of 2008. Adjusted diluted earnings per share is GAAP diluted earnings per share before the impact of tax contingency releases and certain non-cash items such as amortization of intangible assets, non-cash interest expense and non-cash compensation expense, all net of tax. See the attached table for a reconciliation of non-GAAP measures to the reported GAAP measures.
"The slow economy continues to negatively affect the industries we serve and our revenues. However, our gross margins improved 130 basis points over the third quarter of 2008, a quarter during which we achieved $110 million more in higher margin emergency restoration service revenues. This gross margin improvement reflects our successful strategy of not pursuing lower margin work for the sake of revenues," said John R. Colson, chairman and CEO of Quanta Services. "We believe the most significant effects of the recession are behind us. While the first quarter of 2010 may be challenging, we expect a meaningful recovery in the second half of next year as spending by our customers returns."
Revenues for the first nine months of 2009 were $2.33 billion compared to $2.86 billion for the first nine months of 2008. For the first nine months of 2009, Quanta reported net income attributable to common stock of $118.2 million or $0.59 per diluted share, compared to $111.1 million or $0.63 per diluted share for the first nine months of last year. Included in net income attributable to common stock for the first nine months of 2009 is the previously discussed release of income tax contingencies in the third quarter of 2009. Adjusted diluted earnings per share was $0.59 for the first nine months of 2009 as compared to $0.76 for the first nine months of 2008. See the attached table for a reconciliation of non-GAAP measures to the reported GAAP measures.
See Note (a) to the attached Consolidated Statements of Operations for an explanation of 2008 amounts that have been retrospectively restated as a result of the adoption of new accounting pronouncements effective Jan. 1, 2009.
RECENT HIGHLIGHTS
-- Completed Acquisition of Price Gregory Services, Incorporated - On
Oct. 1, 2009, Quanta acquired, through a merger transaction, all of
the outstanding common stock of Price Gregory Services, Incorporated.
In connection with the merger, Quanta issued approximately 10.9
million shares of its common stock valued at $231.8 million and paid
approximately $95.8 million in cash to the stockholders of Price
Gregory. As the transaction was effective Oct. 1, 2009, the results of
Price Gregory will be included in Quanta's consolidated financial
statements beginning on such date. Price Gregory provides natural gas
and oil transmission pipeline infrastructure services in North
America, specializing in the construction of large diameter
transmission pipelines. The merger significantly expands Quanta's
existing natural gas and pipeline services and, when combined with
Quanta's electric power services, positions Quanta as a leader in the
North American energy transmission infrastructure market.
-- Secured Contract for Transmission Services - American Transmission Co.
(ATC) awarded a contract valued at approximately $100 million to
Quanta Services as part of the utility's strategic plan to invest $2.5
billion in infrastructure improvements over the next ten years. Under
the agreement, MJ Electric, a Quanta operating unit, will provide
transmission line and substation work in the Upper Peninsula of
Michigan and northern Wisconsin. The contract builds on Quanta's
long-standing relationship with ATC, which includes the successful
completion of more than 100 miles of transmission line in this region.
-- Hosted 7th Annual Utility Perspectives Symposium - More than 150
industry leaders and policy makers from 33 states convened in
Washington, D.C. to participate in Quanta's annual symposium, which is
designed to address the various issues facing utilities and the energy
market overall. Discussions regarding federal and state regulatory
developments, renewable energy, smart grid and electric transmission
infrastructure provided a dynamic forum during which attendees
exchanged ideas and collaborated to strengthen the future of power
delivery.
OUTLOOK
Quanta and its customers continue to operate in a challenging business environment with the economic downturn and weak capital markets. Therefore, management cannot predict the timing or extent of the impact that these conditions may have on demand for Quanta's services, particularly in the near term. The following forward-looking statements are based on current expectations and actual results may differ materially.
Quanta expects revenues for the fourth quarter of 2009 to range between $900 million and $950 million. This estimate includes a forecast of emergency restoration service revenues of $11 million versus approximately $47 million in emergency restoration service revenues being earned in the fourth quarter of 2008. It also includes an estimate of the results of Price Gregory for the full quarter. Diluted earnings per share for the fourth quarter of 2009 are estimated to be between $0.16 and $0.17. Quanta expects adjusted diluted earnings per share (a non-GAAP measure calculated on the same basis as the historical adjusted earnings per diluted share presented in this release) for the fourth quarter of 2009 to range from $0.26 to $0.27. Amortization of intangibles, non-cash interest expense and non-cash stock compensation expenses are forecasted to be approximately $34 million for the fourth quarter of 2009.
Quanta Services has scheduled a conference call for Nov. 4, 2009, at 9:30 a.m. Eastern time. To participate in the call, dial (480) 629-9644 at least ten minutes before the conference call begins and ask for the Quanta Services conference call. Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting the company's Web site at http://www.quantaservices.com/. To listen to the call live on the Web, please visit the Quanta Services Web site at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call on the company's Web site at http://www.quantaservices.com/. A replay will also be available through Nov. 11, 2009, and may be accessed at (303) 590-3030 and using the pass code 4178458#. For more information, please contact Karen Roan at DRG&E by calling (713) 529-6600 or email kcroan@drg-e.com.
The non-GAAP measures in this press release and the attached table are provided to enable investors to evaluate performance excluding the effects of certain items that management believes impact the comparability of operating results between reporting periods. Reconciliations of other GAAP to non-GAAP measures not included in this press release and certain other items to be discussed during the conference call can be found on the company's Web site at http://www.quantaservices.com/ in the "Financial News" section.
Quanta Services is a leading specialized contracting services company, delivering infrastructure network solutions for the electric power, natural gas and pipeline and telecommunication industries. The company's comprehensive services include designing, installing, repairing and maintaining network infrastructure nationwide. Additionally, Quanta licenses point-to-point fiber optic telecommunications infrastructure in select markets and offers related design, procurement, construction and maintenance services. With operations throughout North America, Quanta has the manpower, resources and expertise to complete projects that are local, regional, national or international in scope.
Forward-Looking Statements
This press release (and oral statements regarding the subject matter of this release, including those made on the conference call and webcast announced herein) contains forward-looking statements intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, projected revenues and earnings per share and other projections of financial and operating results and capital expenditures; growth or opportunities in particular markets; the impact of the Energy Policy Act of 2005, renewable energy initiatives, the recently enacted economic stimulus package and other potential legislative actions on future spending by customers; the potential benefits from acquisitions, including Price Gregory; the expected value of, and the scope, services, term and results of any related projects awarded under, agreements for services to be provided by Quanta; statements relating to the business plans or financial condition of utilities and our other customers; and Quanta's strategies and plans, as well as statements reflecting expectations, intentions, assumptions or beliefs about future events, and other statements that do not relate strictly to historical or current facts. Although Quanta's management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements can be affected by inaccurate assumptions and by a variety of risks and uncertainties that are difficult to predict or beyond our control, including, among others, quarterly variations in operating results; continuing declines in economic and financial conditions, including volatility in the capital markets; trends and growth opportunities in relevant markets; delays, reductions in scope or cancellations of existing projects, including as a result of capital constraints that may impact our customers; dependence on fixed price contracts and the potential to incur losses with respect to these contracts; estimates relating to the use of percentage-of-completion accounting; the successful negotiation, execution, performance and completion of pending and existing contracts; the ability to generate internal growth; the effect of natural gas and oil prices on Quanta's operations and growth opportunities; the ability to effectively compete for new projects and market share; the failure of the Energy Policy Act of 2005, renewable energy initiatives, the recently enacted economic stimulus package or other potential legislative actions to result in increased demand for Quanta's services; cancellation provisions within contracts and the risk that contracts are not renewed or are replaced on less favorable terms; the inability of customers to pay for services; the failure to recover on payment claims against project owners or to obtain adequate compensation for customer-requested change orders; the failure to effectively integrate Price Gregory and its operations or to realize potential synergies, such as cross-selling opportunities, from the acquisition; the ability to attract skilled labor and retain key personnel and qualified employees; potential shortage of skilled employees; estimates and assumptions in determining financial results and backlog; the ability to realize backlog; the ability to successfully identify, complete and integrate acquisitions; the potential adverse impact resulting from uncertainty surrounding acquisitions, including the ability to retain key personnel from the acquired businesses and the potential increase in risks already existing in Quanta's operations; the adverse impact of goodwill or other intangible asset impairments; growth outpacing infrastructure; unexpected costs or liabilities that may arise from lawsuits or indemnity claims related to the services Quanta performs; liabilities for claims that are self-insured; risks associated with the implementation of an information technology solution; potential liabilities relating to occupational health and safety matters; the potential that participation in joint ventures exposes us to liability and/or harm to our reputation for failures of our partners; risks associated with operating in international markets; risks associated with our dependence on suppliers, subcontractors and equipment manufacturers; risks associated with Quanta's fiber optic licensing business, including regulatory changes and the potential inability to realize a return on capital investments; beliefs and assumptions about the collectability of receivables; the cost of borrowing, availability of credit, fluctuations in the price and volume of Quanta's common stock, debt covenant compliance, interest rate fluctuations and other factors affecting financing and investment activities; the ability to obtain performance bonds; the impact of a unionized workforce on operations and the ability to complete future acquisitions; the ability to continue to meet the requirements of the Sarbanes-Oxley Act of 2002; potential exposure to environmental liabilities; requirements relating to governmental regulation and changes thereto; rapid technological and structural changes that could reduce the demand for services; the ability to access sufficient funding to finance desired growth and operations; the potential conversion of Quanta's outstanding convertible subordinated notes; provisions of our corporate governing documents could make an acquisition of our company more difficult; and other risks detailed in Quanta's Annual Report on Form 10-K for the year ended December 31, 2008, Quanta's Quarterly Reports on Form 10-Q for each of the quarters in 2009, and any other documents that Quanta files with the Securities and Exchange Commission (SEC). Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Quanta does not undertake and expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to Quanta's documents filed with the SEC that are available through the company's Web site at http://www.quantaservices.com/ or through the SEC's Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov/.
- Tables to follow -
Quanta Services, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2009 and 2008
(In thousands, except per share information)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2009 2008 2009 2008
---- ---- ---- ----
Restated(a) Restated(a)
Revenues $780,794 $1,053,355 $2,332,703 $2,858,679
Cost of
services
(including
depreciation) 633,166 867,789 1,930,162 2,390,546
------- ------- --------- ---------
Gross profit 147,628 185,566 402,541 468,133
Selling,
general &
administrative
expenses 71,018 80,126 217,591 227,134
Amortization
of
intangible
assets 5,448 8,998 15,260 29,464
----- ----- ------ ------
Operating
income 71,162 96,442 169,690 211,535
Interest
expense (2,816) (9,837) (8,437) (29,153)
Interest
income 338 2,022 2,047 8,105
Loss on early
extinguishment
of debt - (2) - (2)
Other income
(expense),
net 592 (74) 826 408
--- ---- --- ---
Income before
income taxes 69,276 88,551 164,126 190,893
Provision for
income taxes 5,320 36,614 45,036 79,817
----- ------ ------ ------
Net income 63,956 51,937 119,090 111,076
Less: Net
income
attributable
to noncontrolling 520 - 873 -
interest --- --- --- ---
Net income
attributable
to common
stock $63,436 $51,937 $118,217 $111,076
======= ======= ======== ========
Earnings per
share
attributable
to common
stock:
Basic
earnings per
share $0.32 $0.30 $0.60 $0.65
===== ===== ===== =====
Diluted
earnings per
share $0.32 $0.28 $0.59 $0.63
===== ===== ===== =====
Weighted
average
shares used
in computing
earnings per
share:
Basic 198,608 173,007 198,618 172,168
======= ======= ======= =======
Diluted 205,224 203,930 198,815 196,783
======= ======= ======= =======
(a) Effective January 1, 2009, we adopted two new accounting pronouncements that each required retrospective application. One of these pronouncements was FASB Staff Position No. APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (FSP APB 14-1) (FASB Accounting Standards Codification (ASC) 470-20, Debt-Debt with Conversion and Other Options). FSP APB 14-1 (FASB ASC 470-20) requires us to bifurcate and separately value the debt and equity components of our convertible subordinated notes on our balance sheet. The recorded value of the equity component of our convertible notes is offset by the recognition of an adjustment to the carrying value of the convertible subordinated notes in the form of an original issuance discount which is amortized over the expected life of the convertible subordinated notes as a non-cash interest charge. As a result of the adoption of FSP APB 14-1 (FASB ASC 470-20), we recorded non-cash interest expense of $1.1 million and $3.1 million for the three and nine months ended September 30, 2009 and $4.6 million and $13.5 million for the three and nine months ended September 30, 2008. The additional non-cash interest expense in 2008 reduced our previously reported diluted earnings per share from $0.29 to $0.28 for the three months ended September 30, 2008 and from $0.64 to $0.63 for the nine months ended September 30, 2008. In addition, we adopted FASB Staff Position No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" (FSP EITF 03-6-1) (FASB ASC 260, Earnings Per Share). Under FSP EITF 03-6-1 (FASB ASC 260), we are required to treat unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and for such awards to be included in the computation of both basic and diluted earnings per share. The adoption of FSP EITF 03-6-1 (FASB ASC 260) did not have a material impact on basic and diluted earnings per share in the three or nine months ended September 30, 2009 or 2008. As a result of retrospectively applying both of these FSPs, our consolidated balance sheet as of December 31, 2008 and consolidated statements of operations for the three and nine months ended September 30, 2008 have been retrospectively restated herein to reflect the impact of the adoption of these standards.
Quanta Services, Inc. and Subsidiaries
Calculation of Earnings Per Share
For the Three and Nine Months Ended September 30, 2009 and 2008
(In thousands, except per share information)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------- ----------------
2009 2008 2009 2008
---- ---- ---- ----
Restated(1) Restated(1)
Income for diluted earnings per
share:
Net income attributable
to common stock $63,436 $51,937 $118,217 $111,076
Effect of convertible
notes under the
"if-converted"
method - interest expense
addback, net of taxes 1,659 6,180 - 13,579
----- ----- --- ------
Net income attributable
to common stock for
diluted earnings
per share $65,095 $58,117 $118,217 $124,655
======= ======= ======== ========
Calculation of weighted average
shares for diluted earnings
per share:
Weighted average shares
outstanding for basic
earnings per share 198,608 173,007 198,618 172,168
Effect of dilutive stock
options 201 286 197 384
Effect of convertible
Subordinated notes under
the "if-converted"
method - weighted
convertible shares
issuable 6,415 30,637 - 24,231
------ ----- --- ------
Weighted average shares
outstanding for diluted
earnings per share 205,224 203,930 198,815 196,783
======= ======= ======= =======
Diluted earnings per share:
Net income attributable
to common stock $0.32 $0.28 $0.59 $0.63
===== ===== ===== =====
(1) See Note (a) to the Consolidated Statements of Operations.
Quanta Services, Inc. and Subsidiaries
Non-GAAP Financial Measures
For the Three and Nine Months Ended September 30, 2009 and 2008
(In thousands, except per share information)
(Unaudited)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Nine Months Ended
September 30, September 30,
----------------- -----------------
Adjusted diluted earnings
per share: 2009 2008 2009 2008
-------------------- ---- ---- ---- ----
Restated(1) Restated(1)
Net income attributable
to common stock (GAAP
as reported) $63,436 $51,937 $118,217 $111,076
Adjustments:
Impact of tax
contingency releases(2) (22,446) - (22,446) -
Acquisition costs 1,313 - 1,313 -
----- --- ----- ---
Adjusted net income
attributable to common
stock before certain
non-cash adjustments 42,303 51,937 97,084 111,076
Non-cash stock-based
compensation, net of
tax 3,031 2,466 8,927 7,565
Non-cash
interest expense, net
of tax(1) 711 3,075 2,092 9,010
Amortization of
intangible assets, net
of tax 3,323 5,489 9,309 17,973
----- ----- ----- ------
Adjusted net income
attributable to common
stock after certain
non-cash adjustments 49,368 62,967 117,412 145,624
Effect of convertible
subordinated notes
under the
"if-converted" 949 3,105 2,846 9,350
method - interest
expense addback, net of
tax --- ----- ----- -----
Adjusted net income
attributable to common
stock for adjusted
diluted earnings $50,317 $66,072 $120,258 $154,974
per share ======= ======= ======== ========
Calculation of weighted
average shares for
adjusted
diluted earnings per
share:
Weighted average shares
outstanding for basic
earnings per share 198,608 173,007 198,618 172,168
Effect of dilutive stock
options 201 286 197 384
Effect of convertible
subordinated notes
under the "if
converted" 6,415 30,637 6,415 30,645
method - weighted
convertible shares
issuable ----- ------ ----- ------
Weighted average shares
outstanding for
adjusted diluted
earnings per share 205,224 203,930 205,230 203,197
======= ======= ======= =======
Adjusted diluted
earnings per share $0.25 $0.32 $0.59 $0.76
===== ===== ===== =====
(1) See Note (a) to the Consolidated Statements of Operations.
(2) Reflects the elimination of tax benefits primarily associated with
the expiration of various federal and state tax statutes of
limitations during the third quarter of 2009.
The non-GAAP measures in this press release are provided to enable investors to evaluate quarterly performance excluding the effects of items that management believes impact the comparability of operating results between periods. More particularly, in addition to the adjustments in the third quarter of 2009 relating to certain tax benefits described in Note (2) above and acquisition costs, (i) amortization of intangible assets is impacted by Quanta's acquisition activity, which can cause the amortization expense to vary period-to-period; (ii) non-cash interest expense results from the requirements of FSP APB 14-1 (FASB ASC 470-20) (see Note (a) to the Consolidated Statements of Operations) and varies from period-to-period depending on the amount of the convertible subordinated notes outstanding during the period, and (iii) non-cash compensation expense may vary due to acquisition activity and factors influencing the estimated fair value of performance-based awards.
Quanta Services, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
September 30, December 31,
2009 2008
---- ----
Restated(1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $584,038 $437,901
Accounts receivable, net 663,277 795,251
Costs and estimated earnings in excess of 62,353 54,379
billings on uncompleted contracts
Inventories 31,920 25,813
Prepaid expenses and other current assets 61,372 72,063
------ ------
Total current assets 1,402,960 1,385,407
PROPERTY AND EQUIPMENT, net 692,543 635,456
OTHER ASSETS, net 31,647 33,479
OTHER INTANGIBLE ASSETS, net 131,053 140,717
GOODWILL 1,375,902 1,363,100
--------- ---------
Total assets $3,634,105 $3,558,159
========== ==========
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and
notes payable $37 $1,155
Accounts payable and accrued expenses 338,586 400,253
Billings in excess of costs and estimated 51,465 50,390
earnings on uncompleted contracts ------ ------
Total current liabilities 390,088 451,798
CONVERTIBLE SUBORDINATED NOTES, NET 125,493 122,275
DEFERRED INCOME TAXES AND OTHER 294,782 301,712
NON-CURRENT LIABILITIES ------- -------
Total liabilities 810,363 875,785
------- -------
TOTAL STOCKHOLDERS' EQUITY 2,822,869 2,682,374
NONCONTROLLING INTEREST 873 -
--- ---
TOTAL EQUITY 2,823,742 2,682,374
--------- ---------
Total liabilities and equity $3,634,105 $3,558,159
========== ==========
(1) See Note (a) to the Consolidated Statements of Operations.
Contacts: James Haddox, CFO Kip Rupp / krupp@drg-e.com
Reba Reid Ken Dennard / ksdennard@drg-e.com
Quanta Services Inc. DRG&E
713-629-7600 713-529-6600
Quanta Services, Inc.
CONTACT: James Haddox, CFO, or Reba Reid, both of Quanta Services Inc., +1-713-629-7600; or Kip Rupp, krupp@drg-e.com, or Ken Dennard, ksdennard@drg-e.com, both of DRG&E, +1-713-529-6600, for Quanta Services, Inc.
Web Site: http://www.quantaservices.com/
Huntsman Releases 2009 Third Quarter ResultsSTRONG ADJUSTED EBITDA RESULTS PRIMARILY FROM IMPROVED CONTRIBUTION MARGINS AND REDUCED CASH FIXED COSTS
THE WOODLANDS, Texas, Nov. 4/PRNewswire-FirstCall/ --
Third Quarter 2009 Highlights
-- Revenues for the third quarter of 2009 were $2,108 million, an
increase of 13% compared to $1,866 million for the second quarter of
2009 and a decrease of 23% compared to $2,731 million for the third
quarter of 2008.
-- Adjusted EBITDA for the third quarter of 2009 was $200 million
compared to $96 million for the second quarter of 2009 and $194
million for the third quarter of 2008.
-- Net loss attributable to Huntsman Corporation for the third quarter of
2009 was $68 million or $0.29 loss per diluted share compared to net
income attributable to Huntsman Corporation of $406 million or $1.51
per diluted share for the second quarter of 2009 and net loss
attributable to Huntsman Corporation of $20 million or $0.09 loss per
diluted share for the third quarter of 2008. Adjusted net loss for
the third quarter of 2009 was $55 million or $0.24 loss per diluted
share, impacted by an unusually high adjusted effective tax rate (more
than 300%, due to tax valuation allowances) which more than offset
adjusted positive pretax earnings of $27 million(1)--we believe our
long term effective tax rate is 35%. This compares to adjusted net
loss of $64 million or $0.27 loss per diluted share for the second
quarter of 2009 and adjusted net loss of $2 million or $0.01 loss per
diluted share for the third quarter of 2008.
-- On October 16, 2009, we terminated our existing short term (364 day)
accounts receivable securitization program that was scheduled to
mature November, 2009. We replaced it with two new multi-year
securitization programs (a U.S. program and a European program).
-- On September 27, 2009, we announced that our styrenics operations in
West Footscray, Australia would be closed. This site closure
completes our process of exiting all commodity polymer businesses.
This operation represents less than 2% of our 2008 global sales, and
posted an adjusted EBITDA loss of almost $24 million for 2008, based
on an operating loss of approximately $29 million less impairment
charges of $5 million.
-- On August 31, 2009, we announced we had entered into a "stalking
horse" asset and equity purchase agreement with Tronox Incorporated.
The agreement provides for the purchase out of bankruptcy of certain
titanium dioxide and electrolytics production facilities, as well as a
joint venture interest, for $415 million including working capital.
We expect a decision by the U.S. Bankruptcy Court in early December
2009.
-- On July 23, 2009, we redeemed all $296 million principal amount of our
outstanding 11.625% senior secured notes due 2010 and on August 3,
2009, we redeemed all $198 million principal amount of our outstanding
11.5% senior notes due 2012. This debt reduction eliminated all
meaningful debt maturities until 2013 other than our accounts
receivable securitization programs.
Summarized earnings are as follows:
Three months Nine months
ended Three months ended
September 30, ended September 30,
In millions, except per -------------- ------------ -----------
share amounts 2009 2008 June 30, 2009 2009 2008
------------------------ ---- ---- ------------- ---- ----
Net (loss) income
attributable to
Huntsman Corporation $(68) $(20) $406 $48 $11
Adjusted net (loss) income(4) $(55) $(2) $(64) $(392) $35
Diluted (loss) income
per share $(0.29) $(0.09) $1.51 $0.20 $0.05
Adjusted diluted (loss)
income per share(4)(5) $(0.24) $(0.01) $(0.27) $(1.68) $0.15
EBITDA(4) $107 $165 $874 $1,011 $545
Adjusted EBITDA(4) $200 $194 $96 $346 $592
See end of press release for important explanations
Peter R. Huntsman, our President and CEO, stated:
"I am very pleased with our third quarter result. Our Adjusted EBITDA more than doubled to $200 million during the third quarter from $96 million in the prior quarter. We saw improved demand across our businesses and remain encouraged by our monthly year-over-year order pattern. We continue to see the positive results of our decisions during the past three years to expand our Asian operations and to focus on more differentiated chemistry while divesting of our commodity chemicals and plastics businesses. This geographic expansion and optimized product portfolio has allowed us to take advantage of markets less affected by the ongoing global recession. Additionally, our focus on costs, pricing and working capital has further contributed to our steady improvement in operating results throughout the year."
He added, "Looking forward, I am optimistic that the economic recovery will continue. While we anticipate our fourth quarter earnings to be better than last year's results for the comparable quarter, we expect fourth quarter's earnings to be seasonally lower than those announced today."
Huntsman Corporation
Operating Results
Three months Nine months
ended ended
September 30, September 30,
In millions, except per share amounts 2009 2008 2009 2008
------------------------------------- ---- ---- ---- ----
Revenues $2,108 $2,731 $5,667 $8,167
Cost of goods sold 1,771 2,381 4,948 7,068
----- ----- ----- -----
Gross profit 337 350 719 1,099
Operating expenses 250 254 710 807
Restructuring, impairment and plant
closing costs 62 3 139 8
-- --- --- ---
Operating income (loss) 25 93 (130) 284
Interest expense, net (65) (69) (178) (199)
Loss on accounts receivable
securitization program (3) (7) (13) (16)
Equity in (loss) income of investment in
unconsolidated affiliates (1) 3 1 10
(Expenses) income associated with the
Terminated Merger and related litigation (2) (26) 835 (35)
Loss on early extinguishment of debt (21) - (21) -
Other income 1 1 1 1
--- --- --- ---
(Loss) income before income taxes (66) (5) 495 45
Income tax expense - (17) (449) (42)
--- --- ---- ---
(Loss) income from continuing operations (66) (22) 46 3
(Loss) income from discontinued
operations, net of tax(2) (2) 1 (2) 5
--- --- --- ---
(Loss) income before extraordinary gain (68) (21) 44 8
Extraordinary gain on the acquisition of
a business, net of tax of nil(3) - 1 - 10
--- --- --- ----
Net (loss) income (68) (20) 44 18
Less net loss (income) attributable to
noncontrolling interests - - 4 (7)
--- --- --- ---
Net (loss) income attributable to
Huntsman Corporation $(68) $(20) $48 $11
==== ==== === ===
Net (loss) income attributable to
Huntsman Corporation $(68) $(20) $48 $11
Interest expense, net 65 69 178 199
Income tax expense from continuing
operations - 17 449 42
Income tax (benefit) expense from
discontinued operations(2,4) (2) 1 (2) 3
Depreciation and amortization 112 98 338 290
--- --- --- ---
EBITDA(4) $107 $165 $1,011 $545
Adjusted EBITDA(4) $200 $194 $346 $592
Basic (loss) income per share $(0.29) $(0.09) $0.21 $0.05
Diluted (loss) income per share $(0.29) $(0.09) $0.20 $0.05
Adjusted diluted (loss) income per
share(4)(5) $(0.24) $(0.01) $(1.68) $0.15
Common share information:
Basic shares outstanding 234.0 233.6 233.9 231.4
Diluted shares 234.0 233.6 238.1 231.4
Diluted shares for adjusted income
(loss) per share 234.0 233.6 233.9 233.6
See end of press release for footnote explanations
Huntsman Corporation
Segment Results
Three months Nine months
ended ended
September 30, September 30,
In millions 2009 2008 2009 2008
------------ ---- ---- ---- ----
Segment Revenues:
Polyurethanes $869 $1,096 $2,164 $3,259
Advanced Materials 273 385 785 1,191
Textile Effects 173 229 504 734
Performance Products 540 741 1,522 2,097
Pigments 262 280 712 886
Eliminations and
other (9) - (20) -
--- --- --- ---
Total $2,108 $2,731 $5,667 $8,167
====== ====== ====== ======
Segment EBITDA(4):
Polyurethanes $137 $89 $249 $369
Advanced Materials 29 42 38 128
Textile Effects (25) 4 (56) 7
Performance Products 82 81 200 185
Pigments 4 15 (51) 33
Corporate and other (116) (68) 635 (185)
Discontinued
operations(2) (4) 2 (4) 8
--- --- --- ---
Total $107 $165 $1,011 $545
==== ==== ====== ====
Segment Adjusted EBITDA(4) :
Polyurethanes $137 $89 $251 $369
Advanced Materials 26 42 50 128
Textile Effects (22) 6 (43) 10
Performance Products 82 81 200 185
Pigments 16 15 4 34
Corporate and other (39) (39) (116) (134)
--- --- ---- ----
Total $200 $194 $346 $592
==== ==== ==== ====
Three months ended Nine months
September 30, ended September 30,
2009 vs. 2008 2009 vs. 2008
------------- -------------
Period-Over-Period Average Sales Average Sales
(Decrease) Increase Selling Price Volume Selling Price Volume
------------- ------ ------------- ------
Polyurethanes (27)% 9% (27)% (9)%
Advanced Materials
(a) (12)% (15)% (11)% (25)%
Textile Effects (17)% (9)% (10)% (24)%
Performance
Products (b) (27)% (2)% (22)% (8)%
Pigments (10)% 5% (7)% (14)%
--- --- --- ---
Total Company
(a)(b)(c) (25)% 3% (22)% (11)%
--- --- --- ---
(a) Excludes APAO business sold July 31, 2009
(b) Excludes revenues and sales volumes from tolling arrangements.
(c) Excludes Australian operations to be discontinued
See end of press release for footnote explanations
Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
Revenues for the three months ended September 30, 2009 decreased to $2,108 million from $2,731 million for the same period in 2008. Revenues decreased primarily due to lower average selling prices in all our segments and lower sales volumes in our Advanced Materials, Textile Effects and Performance Products segments partially offset by sales volume increases in our Polyurethanes and Pigment segments.
For the three months ended September 30, 2009, EBITDA was $107 million compared to $165 million in the same period in 2008. Adjusted EBITDA for the three months ended September 30, 2009 was $200 million compared to $194 million for the same period in 2008 (which was impacted by $49 million of costs and lost profit margin from the 2008 U.S. Gulf Coast storms).
Polyurethanes
The decrease in revenues in our Polyurethanes segment for the three months ended September 30, 2009 compared to the same period in 2008 was primarily due to overall lower average selling prices and lower MDI sales volumes. Average MDI selling prices decreased due to competitive pressures, lower raw material costs and strength of the U.S. dollar against the Euro. Global MDI sales volumes decreased as the effects of the worldwide economic slowdown continue to affect demand. PO and MTBE sales volumes increased compared to the 2008 period, which was impacted by the 2008 U.S. Gulf Coast storms, and average selling prices decreased in response to lower raw material costs. The increase in EBITDA in our Polyurethanes segment was primarily the result of higher MTBE margins and sales volumes and the negative effects in the 2008 period caused by the 2008 U.S. Gulf Coast storms, offset in part by lower MDI sales volumes.
Advanced Materials
The decrease in revenues in our Advanced Materials segment for the three months ended September 30, 2009 compared to the same period in 2008 was due to lower sales volumes and lower average selling prices. Sales volumes decreased across all regions as a result of the worldwide economic slowdown. Average selling prices in our base resins market decreased in response to lower raw material costs while average selling prices in our formulations and specialty components markets decreased primarily as a result of the strength of the U.S. dollar against major European currencies. The decrease in EBITDA was primarily due to lower sales volumes, partially offset by lower raw material and operating costs. During the three months ended September 30, 2009 and 2008, our Advanced Materials segment recorded a restructuring and plant closing credit of $2 million and nil, respectively.
Textile Effects
The decrease in revenues in our Textile Effects segment for the three months ended September 30, 2009 compared to the same period in 2008 was due to lower average selling prices and lower sales volumes. Average selling prices decreased primarily as a result of the strength of the U.S. dollar against major European currencies, the Indian rupee, the Brazilian real and the Mexican peso. Sales volumes decreased primarily due to lower demand for apparel, home and specialty textile products in the Americas and Europe as well as mill closures in these regions as a result of the worldwide economic slowdown. The decrease in EBITDA was primarily due to the lower volumes partially offset by continued fixed cost reductions. During the three months ended September 30, 2009 and 2008, our Textile Effects segment recorded restructuring and plant closing charges of $3 million and $2 million, respectively.
Performance Products
The decrease in revenues in our Performance Products segment for the three months ended September 30, 2009 compared to the same period in 2008 was due to lower average selling prices and lower sales volumes. The decrease in average selling prices was primarily due to lower raw material costs and the strengthening of the US dollar against major European currencies and the Australian dollar. Sales volumes decreased primarily due to lower demand for surfactants, partially offset by improved sales volumes across other product areas, which were impacted in the 2008 period by the 2008 U.S. Gulf Coast storms. EBITDA increased due to the effect of higher margins as raw materials costs decreased faster than selling prices and the negative effects in the 2008 period caused by the 2008 U.S. Gulf Coast storms, partially offset by lower sales volumes and commissioning expenses for our new maleic anhydride facility.
Pigments
The decrease in revenues in our Pigments segment for the three months ended September 30, 2009 compared to the same period in 2008 was due to lower average selling prices, partially offset by higher sales volumes. Average selling prices decreased primarily as a result of lower selling prices in Europe and Asia and due to the strength of the U.S. dollar against major European currencies. Sales volumes increased primarily due to higher demand in Europe. The decrease in EBITDA in our Pigments segment was primarily due to lower selling prices, higher restructuring, impairment and plant closing costs and to acquisition costs incurred in the 2009 period in connection with the proposed Tronox Transaction, offset in part by lower raw material and energy costs. During the three months ended September 30, 2009 and 2008, our Pigments segment recorded restructuring, impairment and plant closing charges of $4 million and nil, respectively.
Corporate and Other
Corporate and Other includes the results of our Australia styrenics business, unallocated foreign exchange gains and losses, unallocated corporate overhead, loss on accounts receivable securitization program, income (expenses) associated with the terminated merger with Hexion and related litigation, loss on early extinguishment of debt, income (loss) attributable to noncontrolling interests, unallocated restructuring costs, extraordinary gain on the acquisition of a business and non-operating income and expense. The decrease in EBITDA from Corporate and Other resulted partially from a $56 million increase in restructuring charges ($57 million in the 2009 period compared to $1 million in the 2008 period) primarily related to the announced closure of our styrenics operations at West Footscray, Australia. Also contributing to lower EBITDA was a $21 million charge in 2009 due to early extinguishment of debt These decreases to EBITDA were partially offset by a $24 million decrease in expenses associated with the terminated merger and related litigation ($2 million in the 2009 period compared to $26 million in the 2008 period). Additionally, the decrease in EBITDA was offset by a $2 million increase in unallocated foreign exchange gains ($6 million in gains in the 2009 period versus $4 million in gains in the 2008 period) and a $4 million reduction in costs associated with our accounts receivable securitization program.
Income Taxes
During the three months ended September 30, 2009, we recorded no income tax expense compared to $17 million of income tax expense in the same period of 2008. Despite pre-tax losses, we have not recorded tax benefits due to pre-tax losses in jurisdictions where we do not record a tax benefit due to valuation allowances. Our tax obligations are affected by the mix of income and losses in the tax jurisdictions in which we operate. In 2009, we expect to pay cash taxes of approximately $21 million primarily related to foreign taxable income and approximately $129 million primarily related to U.S. taxable income. We paid approximately $127 million in U.S. cash taxes during the third quarter associated with the settlement of our litigation in Texas with Credit Suisse and Deutsche Bank which was reduced from our earlier estimate of $185 million as a result of favorable tax offsets related to the closure of our Australia styrenics operations.
Liquidity, Capital Resources and Outstanding Debt
As of September 30, 2009, we had $2,412 million of combined cash and unused borrowing capacity compared to $1,291 million at December 31, 2008. Excluding the impact of the Texas bank litigation settlement, related taxes and the resulting redemptions of our notes in 2009, compared to prior year end our liquidity as of September 30, 2009 has remained relatively flat despite the impact of the worldwide recession on earnings. This was largely due to effective working capital management, reduced capital expenditures and minimal amount of scheduled debt maturities.
During the third quarter of 2009, our primary working capital (accounts receivable including our off balance sheet accounts receivable securitization program, inventory and accounts payable) decreased providing a cash benefit to us of $92 million. Total capital expenditures were $40 million during the third quarter of 2009 compared to $101 million for the same period in 2008. We expect to spend approximately $200 million on capital expenditures in 2009 compared to $418 million in 2008.
During the quarter we redeemed all ($296 million principal amount) of our outstanding 11.625% senior secured notes due 2010 and all ($198 million principal amount) of our outstanding 11.5% senior notes due 2012. The total redemption payments, excluding accrued interest, were a combined total of $509 million, including principal of $494 million and call premiums of approximately $15 million.
On October 16, 2009, we terminated our existing short term (364 day) accounts receivable securitization program that was scheduled to mature November 2009. We replaced it with two new multi year securitization programs (a U.S. program and a European program). The U.S. program contains a committed amount of $250 million of which $125 million is for three years at LIBOR + 3.75% annually and $125 million for two years at the commercial paper rate + 3.5% annually. The European program contains a committed amount of euro 225 million for two years at LIBOR/EURIBOR +3.75% annually. These new programs enable continued low cost borrowing for an extended period of time. We have no meaningful debt maturities until 2013 other than our accounts receivable securitization programs. We currently intend to substantially reduce the committed amount of our $650 million revolving credit facility that matures August, 2010.
In connection with our ongoing insurance claim related to the April 29, 2006 Port Arthur, Texas fire, we have received partial insurance proceeds to date of $365 million. We have claimed an additional $242 million plus interest as presently due and unpaid under our insurance policy as of September 30, 2009. Binding arbitration to settle these claims began on November 2, 2009. Any additional anticipated recoveries are expected to be used to repay secured debt.
Below is our outstanding debt:
September 30, December 31,
In millions 2009 2008
----------- ---- ----
Debt:
Senior Credit Facilities $1,966 $1,540
Secured Notes - 295
Senior Notes 430 198
Subordinated Notes 1,308 1,285
Other Debt 286 329
Convertible Notes 236 235
--- ---
Total Debt - excluding
affiliates 4,226 3,882
----- -----
Total Cash 1,626 662
----- ---
Net Debt- excluding affiliates $2,600 $3,220
====== ======
Off-balance sheet accounts receivable
securitization program $258 $446
Huntsman Corporation
Reconciliation of Adjustments
Net Income
(Loss)
Attributable Diluted
to Income
Huntsman (Loss)
EBITDA Corporation Per Share
-------- -------------- -----------
Three Three Three
months months months
ended ended ended
In millions, except September 30, September 30, September 30,
per share amounts 2009 2008 2009 2008 2009 2008
------------------- ---- ---- ---- ---- ---- ----
GAAP(5) $107 $165 $(68) $(20) $(0.29) $(0.09)
Adjustments:
Loss on accounts
receivable
securitization
program 3 7 - - - -
Unallocated foreign
currency (gain) loss (6) (4) (5) (8) (0.02) (0.03)
Loss on early
extinguishment of
debt 21 - 13 - 0.06 -
Other restructuring,
impairment and plant
closing costs
(credits) 62 3 (7) 2 (0.03) 0.01
Expenses associated
with the Terminated
Merger and related
litigation 2 26 1 26 - 0.11
Discount amortization
on settlement
financing associated
with the Terminated
Merger - - 4 - 0.02 -
Acquisition related
expenses 8 - 6 - 0.03 -
Gain on disposition
of businesses/assets (1) - (1) - - -
Loss (income) from
discontinued
operations, net of
tax(2) 4 (2) 2 (1) 0.01 -
Extraordinary gain on
the acquisition of a
business, net of
tax(3) - (1) - (1) - -
--- --- --- --- --- ---
Adjusted(5) $200 $194 $(55) $(2) $(0.24) $(0.01)
---- ----
Discontinued
operations $(4) $2 $(2) $1 $(0.01) $-
Loss (gain) on
disposition of
assets 4 (2) 2 (1) 0.01 -
--- --- --- --- ---- ---
Adjusted discontinued
operations(2) $- $- $- $- $- $-
Three months ended June 30,
In millions 2009
----------- ----
Net income attributable to Huntsman
Corporation 406
Interest expense, net 58
Income tax expense from continuing operations 311
Depreciation and amortization 100
Income tax benefit from discontinued
operations(2,4) (1)
---
EBITDA(4) $874
Net
Income
(Loss)
Attributable Diluted
to Income
Huntsman (Loss)
EBITDA Corporation Per Share
Three Three Three
months months months
ended ended ended
In millions, except per share June 30, June 30, June 30,
amounts 2009 2009 2009
----------------------------- ---- ---- ----
GAAP $874 $406 $1.51
Adjustments:
Loss on accounts receivable
securitization program 6 - -
Unallocated foreign currency
(gain) loss (7) 3 0.01
Other restructuring,
impairment and plant closing
costs 63 55 0.24
Income associated with the
Terminated Merger and related
litigation (844) (531) (2.27)
Loss from discontinued
operations, net of tax(2) 4 3 0.01
--- --- ----
Adjusted $96 $(64) $(0.27)
----
Discontinued operations $(4) $(3) $(0.01)
Loss on disposition of assets 4 3 0.01
--- --- ---
Adjusted discontinued
operations(2) $- $- $-
Net Income
(Loss) Diluted
Attributable To Income
Huntsman (Loss)
EBITDA Corporation Per Share
-------- ---------------- -----------
Nine Nine Nine
months months months
ended ended ended
In millions, except per September 30, September 30, September 30,
share amounts 2009 2008 2009 2008 2009 2008
----------------------- ---- ---- ---- ---- ---- ----
GAAP(5) $1,011 $545 $48 $11 $0.20 $0.05
Adjustments:
Loss on accounts
receivable
securitization program 13 16 - - - -
Unallocated foreign
currency (gain) loss (15) 6 (2) (3) (0.01) (0.01)
Loss on early
extinguishment of debt 21 - 13 - 0.06 -
Other restructuring,
impairment and plant
closing costs 139 8 62 7 0.27 0.03
(Income) expenses
associated with the
Terminated Merger and
related litigation (835) 35 (526) 35 (2.25) 0.15
Discount amortization on
settlement financing
associated with the
Terminated Merger - - 5 - 0.02 -
Acquisition related
expenses 9 - 7 - 0.03 -
Gain on disposition of
businesses/assets (1) - (1) - - -
Loss (income) from
discontinued
operations, net of
tax(2) 4 (8) 2 (5) 0.01 (0.02)
Extraordinary gain on
the acquisition of a
business, net of tax(3) - (10) - (10) - (0.04)
--- --- --- --- --- ----
Adjusted(5) $346 $592 $(392) $35 $(1.68) $0.15
---- ----
Discontinued operations $(4) $8 $(2) $5 $(0.01) $0.02
Loss (gain) on
disposition of assets 4 (8) 2 (5) 0.01 (0.02)
--- --- --- --- ---- ----
Adjusted discontinued
operations(2) $- $- $- $- $- $-
See end of press release for footnote explanations
Conference Call Information
We will hold a conference call to discuss our third quarter 2009 financial results on Wednesday, November 4, 2009 at 8:00 a.m. ET.
Call-in number for U.S. participants: (888) 680 - 0869
Call-in number for international participants: (617) 213 - 4854
Participant access code: 97619227
In order to facilitate the registration process, you may use the following link to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. You may pre-register at any time, including up to and after the call start time. To pre-register, please go to: https://www.theconferencingservice.com/prereg/key.process?key=PGG9DVDN6
The conference call will be available via webcast and can be accessed from the investor relations portion of the company's website at http://www.huntsman.com/.
The conference call will be available for replay beginning November 4, 2009 and ending November 11, 2009.
Call-in numbers for the replay:
Within the U.S.: (888) 286 - 8010
International: (617) 801 - 6888
Access code for replay: 65149082
About Huntsman:
Huntsman is a global manufacturer and marketer of differentiated chemicals. Its operating companies manufacture products for a variety of global industries, including chemicals, plastics, automotive, aviation, textiles, footwear, paints and coatings, construction, technology, agriculture, health care, detergent, personal care, furniture, appliances and packaging. Originally known for pioneering innovations in packaging and, later, for rapid and integrated growth in petrochemicals, Huntsman has more than 12,000 employees and operates from multiple locations worldwide. The Company had 2008 revenues exceeding $10 billion. For more information about Huntsman, please visit the company's website at http://www.huntsman.com/.
Forward-Looking Statements:
Statements in this release that are not historical are forward-looking statements. These statements are based on management's current beliefs and expectations. The forward-looking statements in this release are subject to uncertainty and changes in circumstances and involve risks and uncertainties that may affect the company's operations, markets, products, services, prices and other factors as discussed in the Huntsman companies' filings with the U.S. Securities and Exchange Commission. Significant risks and uncertainties may relate to, but are not limited to, financial, economic, competitive, environmental, political, legal, regulatory and technological factors. In addition, the completion of any transactions described in this release is subject to a number of uncertainties and closing will be subject to approvals and other customary conditions. Accordingly, there can be no assurance that such transactions will be completed or that the company's expectations will be realized. The company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by applicable laws.
1. (1) The following table provides a reconciliation of adjusted pre-tax
income:
Three months ended September 30,
In millions 2009
----------- ----
Net loss attributable to Huntsman
Corporation $(68)
Income tax expense from continuing
operations -
Income tax benefit from discontinued
operations(2,4) (2)
Adjustments before tax:
Unallocated foreign currency gain (6)
Loss on early extinguishment of debt 21
Other restructuring, impairment and
plant closing costs 62
Expenses associated with the
Terminated Merger and related
litigation 2
Discount amortization on settlement
financing associated with the
Terminated Merger 7
Acquisition related expenses 8
Gain on disposition of businesses/
assets (1)
Loss from discontinued operations(2) 4
---
Adjusted pre-tax income $27
===
(2) On November 5, 2007, we completed the sale of our U.S. base chemicals business to Flint Hills Resources. On August 1, 2007, we completed the sale of our U.S. polymers business to Flint Hills Resources. Results from these businesses are treated as discontinued operations. Segment EBITDA discontinued operations only includes the results of our U.S. base chemicals and U.S. polymers businesses.
(3) On June 30, 2006, we acquired the global textile effects business of Ciba Specialty Chemicals Inc. for approximately $172 million. Because the fair value of acquired current assets less liabilities assumed exceeded the acquisition price and planned restructuring costs, the excess was recorded as an extraordinary gain on the acquisition of a business. The extraordinary gain recorded during the three months ended September 30, 2009 and 2008 was nil and $1 million respectively of which taxes were not applicable.
(4) We use EBITDA, Adjusted EBITDA, Adjusted EBITDA from discontinued operations, Adjusted net income and Adjusted net income from discontinued operations. We believe that net income (loss) attributable to Huntsman Corporation is the performance measure calculated and presented in accordance with generally accepted accounting principles in the U.S. ("GAAP") that is most directly comparable to EBITDA, Adjusted EBITDA and Adjusted net income. We believe that income (loss) from discontinued operations is the performance measure calculated and presented in accordance with GAAP that is most directly comparable to Adjusted EBITDA from discontinued operations and Adjusted net income from discontinued operations. Additional information with respect to our use of each of these financial measures follows:
EBITDA is defined as net income (loss) attributable to Huntsman Corporation before interest, income taxes, and depreciation and amortization. EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies. The reconciliation of EBITDA to net income (loss) available to common stockholders is set forth in the operating results table above.
Adjusted EBITDA is computed by eliminating the following from EBITDA: gains and losses from discontinued operations; restructuring, impairment and plant closing (credits) costs; income and expense associated with the Terminated Merger and related litigation; acquisition related expenses; losses on the sale of accounts receivable to our securitization program; unallocated foreign currency (gain) loss; certain legal and contract settlements; losses from early extinguishment of debt; extraordinary loss (gain) on the acquisition of a business; and loss (gain) on disposition of business/assets. The reconciliation of Adjusted EBITDA to EBITDA is set forth in the Reconciliation of Adjustments table above.
Adjusted EBITDA from discontinued operations is computed by eliminating the following from income (loss) from discontinued operations: income taxes; depreciation and amortization; restructuring, impairment and plant closing (credits) costs; losses on the sale of accounts receivable to our securitization program; unallocated foreign currency (gain) loss; gain on partial fire insurance settlement; and (gain) loss on disposition of business/assets. The following table provides a reconciliation of Adjusted EBITDA from discontinued operations to income (loss) from discontinued operations:
Three
months Nine months
ended ended
September September
30, 30,
In millions 2009 2008 2009 2008
------------ ---- ---- ---- ----
Net (loss) income from discontinued
operations, net of tax $(2) $1 $(2) $5
Income tax (benefit) expense (2) 1 (2) 3
--- --- --- ---
EBITDA from discontinued operations (4) 2 (4) 8
Loss (gain) on disposition of assets 4 (2) 4 (8)
--- --- --- ---
Adjusted EBITDA from discontinued
operations $- $- $- $-
=== === === ===
Adjusted net income (loss) is computed by eliminating the after tax impact of the following items from net income (loss) attributable to Huntsman Corporation: loss (income) from discontinued operations; restructuring, impairment and plant closing (credits) costs; income and expense associated with the Terminated Merger and related litigation; discount amortization on settlement financing associated with the Terminated Merger; acquisition related expenses; unallocated foreign currency (gain) loss; certain legal and contract settlements; losses on the early extinguishment of debt; extraordinary loss (gain) on the acquisition of a business; and loss (gain) on disposition of business/assets. The reconciliation of adjusted net income (loss) to net income (loss) attributable to Huntsman Corporation common stockholders is set forth in the Reconciliation of Adjustments table above.
Adjusted net income (loss) from discontinued operations is computed by eliminating the after tax impact of the following items from income (loss) from discontinued operations: restructuring, impairment and plant closing (credits) costs; gain on partial fire insurance settlement; and (gain) loss on the disposition of business/assets. The reconciliation of Adjusted net income (loss) from discontinued operations to net income (loss) available to common stockholders is set forth in the Reconciliation of Adjustments table above.
(5) Diluted income (loss) per share for GAAP net income (loss) attributable to Huntsman Corporation and for adjusted net income (loss) attributable to Huntsman Corporation is calculated using the following information:
Nine months
Three months ended
ended September
September 30, 30,
In millions, except per share amounts 2009 2008 2009 2008
------------------------------------- ---- ---- ---- ----
GAAP
Net (loss) income attributable to
Huntsman Corporation $(68) $(20) $48 $11
Convertible notes interest expense,
net of tax - - - -
--- --- --- ---
Net (loss) income attributable to
Huntsman Corporation and assumed
conversion of notes $(68) $(20) $48 $11
=== === === ===
Diluted shares 234.0 233.6 238.1 231.4
Diluted (loss) income per share $(0.29) $(0.09) $0.20 $0.05
Adjusted
Net (loss) income attributable to
Huntsman Corporation $(55) $(2) $(392) $35
Convertible notes interest expense,
net of tax - - - -
--- --- --- ---
Net (loss) income attributable to
Huntsman Corporation and assumed
conversion of notes $(55) $(2) $(392) $35
=== === === ===
Diluted shares 234.0 233.6 233.9 233.6
Diluted (loss) income per share $(0.24) $(0.01) $(1.68) $0.15
Huntsman Corporation
CONTACT: Media, Russ Stolle, +1-281-719-6624, or Investors, Kurt Ogden, +1-801-584-5959, both of Huntsman
Web Site: http://www.huntsman.com/
Amerigon Climate Control Seat(R) (CCS(R)) System Selected as Option for Redesigned 2010 Infiniti M45 and 2010 Nissan FugaPopular Heated and Cooled Seat System Offered as Option Since 2003 Model Year
NORTHVILLE, Mich., Nov. 4 /PRNewswire-FirstCall/ -- Amerigon Incorporated , a leader in developing and marketing products based on advanced thermoelectric (TE) technologies, today announced that its proprietary Climate Control Seat® (CCS®) system will be offered as an option for the front seats of the redesigned 2010 Infiniti M45 performance sedan and its Japanese counterpart, the Nissan Fuga sold only in Japan. The Infiniti Q45, which has been replaced by the M45, and the Nissan CIMA, which has been replaced in Japan by the Fuga, were the first vehicles made by Nissan to offer CCS, and have featured the heated and cooled seat system since the 2003 model year. The vehicles are expected to be in showrooms this fall.
Amerigon President and Chief Executive Officer Daniel R. Coker said, "We have had a longstanding, expanding and successful partnership with Nissan over the years. We believe the Nissan commitment to keep CCS as an option is due to the high customer interest in previous models and for the enhancement of year-round comfort that our seat system provides. These vehicles are well-received and respected around the world and we look forward to being a part of the success of these redesigned vehicles."
CCS, the premier actively heated and cooled seat system in the global automotive seat market, delivers year-round comfort to automotive seat occupants by providing both active heating and cooling. The system is completely independent of the automobile's heating and air conditioning system and does not reduce power available to the engine. It also emits no CFCs or other gases and is completely friendly to the environment.
Other vehicles from Nissan that offer CCS include the Infiniti G37, Infiniti FX35, Infiniti FX50, Nissan 370Z, Nissan Maxima and Nissan CIMA. The Nissan Teana offers Amerigon's heated and ventilated seat system.
About CCS
In the CCS system, which is built around Amerigon's highly-efficient, solid-state thermoelectric device, air is forced through the heat pump and thermally conditioned in response to electronic switch input from the seat occupant. The conditioned air circulates by a specially designed fan through ducts in the seat cushion and seat back, resulting in a surface that can be heated or cooled. Each seat has individual electronic controls to adjust the level of heating or cooling. CCS substantially improves comfort compared with conventional air conditioners by focusing the cooling directly on the passenger through the seat, rather than waiting until ambient air cools the seat surface behind the passenger.
Amerigon is the largest supplier of TE systems for cars, with more than 5.0 million thermoelectric-based seat systems sold.
About Amerigon
Amerigon develops products based on its advanced, proprietary, efficient thermoelectric (TE) technologies for a wide range of global markets and heating and cooling applications. The Company's current principal product is its proprietary Climate Control Seat® (CCS®) system, a solid-state, TE-based system that permits drivers and passengers of vehicles to individually and actively control the heating and cooling of their respective seats to ensure maximum year-round comfort. CCS, which is the only system of its type on the market today, uses no CFCs or other environmentally sensitive coolants. Amerigon maintains sales and technical support centers in Southern California, Detroit, Japan, Germany, England and Korea.
Certain matters discussed in this release are forward-looking statements that involve risks and uncertainties, and actual results may be different. Important factors that could cause the Company's actual results to differ materially from its expectations in this release are risks that sales may not significantly increase, additional financing, if necessary, may not be available, new competitors may arise and adverse conditions in the automotive industry may negatively affect its results. The liquidity and trading price of its common stock may be negatively affected by these and other factors. Please also refer to Amerigon's Securities and Exchange Commission filings and reports, including, but not limited to, its Form 10-Q for the period ended June 30, 2009, and its Form 10-K for the year ended December 31, 2008.
Contact: Allen & Caron Inc
Jill Bertotti (investors)
jill@allencaron.com
Len Hall (media)
len@allencaron.com
(949) 474-4300
Amerigon Incorporated
CONTACT: Jill Bertotti (investors), jill@allencaron.com, or Len Hall (media), len@allencaron.com, both of Allen & Caron Inc for Amerigon, +1-949-474-4300
Vanguard Natural Resources Reports Third Quarter 2009 Results~ Adjusted EBITDA rose 13% over third quarter 2008 to $15.6 million ~ ~ Distributable Cash Flow of $13.0 million rose 130% over third quarter 2008 ~ ~ Adjusted Net Income, after consideration of specific non-cash items, was $8.4 million or $0.58 per unit ~
HOUSTON, Nov. 4 /PRNewswire-FirstCall/ -- Vanguard Natural Resources, LLC ("Vanguard" or "the Company") today reported financial and operational results for the quarter and nine months ended September 30, 2009.
Mr. Scott W. Smith, President and CEO, commented, "We are very pleased to report record results again this quarter as we once again produced a record level of Adjusted EBITDA and Distributable Cash Flow. But more importantly, as the capital markets reopened, we resumed our growth strategy by acquiring another proven, long-lived property, generating immediate accretion for our unitholders. The acquisition of South Texas properties from Lewis Energy expanded our already-strong portfolio of long-lived producing natural gas and oil assets. In addition, we are very encouraged by the continuing improvement in the capital markets as MLP issuers, both midstream and upstream, have been able to access capital at reasonable valuations. The ability to access the capital markets is the key to growth in our business and with an improving A&D market as we head into next year, we believe we are well positioned to grow our asset base and distributable cash flow for the benefit of our unitholders."
Mr. Richard Robert, Executive Vice President and CFO, added, "The success of our recent equity capital raise associated with the Lewis acquisition strengthened our balance sheet and created renewed financially flexibility to successfully execute our growth plans going forward. We continue to seek out acquisition opportunities that will allow us to expand and diversify our asset base with the objective of generating higher levels of predictable cash flow and raising our level of distribution. With our prudent hedging strategy, we have taken the necessary steps to position the Company to continue to perform well in any commodity price environment."
Third Quarter 2009 Highlights:
-- Adjusted EBITDA (a non-GAAP financial measure defined below) increased
13% to $15.6 million from $13.8 million in the third quarter of 2008
and rose 17% from the $13.3 million recorded in the second quarter of
2009.
-- Distributable Cash Flow (a non-GAAP financial measure defined below)
increased 130% to $13.0 million from the $5.6 million generated in the
third quarter of 2008 and grew 15% sequentially over the $11.3 million
generated in the second quarter of 2009.
-- We reported net income for the quarter of $0.7 million or $0.05 per
unit compared to reported net income of $71.8 million or $5.90 per
unit in the third quarter of 2008; however, both quarters included
special items. The recent quarter included $12.8 million of non-cash
unrealized net losses in our commodity and interest rate derivatives
contracts and a $0.8 million non-cash compensation charge for the
change in unrealized fair value of phantom units granted to
management, offset by a $5.9 million gain on the acquisition of
natural gas and oil properties in the Lewis transaction. The 2008
third quarter results included a $65.9 million unrealized net loss in
our commodity and interest rate derivatives contracts.
-- Excluding the net impact of the specific non-cash items mentioned
above, Adjusted Net Income (a non-GAAP financial measure defined
below) was $8.4 million in the third quarter of 2009, or $0.58 per
unit, as compared to Adjusted Net Income of $5.9 million, or $0.48 per
unit, in the third quarter of 2008.
-- Average daily production was 20,396 Mcfe, which included 2,987 Mcfe
per day of incremental production from the Sun TSH reserves acquired
from Lewis Energy. The average daily production for the quarter from
the Sun TSH acquisition consists of only 45 days of production in the
quarter.
During the quarter we sold 1,165 MMcf of natural gas, 85,401 Bbls of oil, and 1,391,212 gallons of natural gas liquids (NGLs), compared to the 1,083 MMcf of natural gas, 66,046 Bbls of oil and 549,851 thousand gallons of natural gas liquids produced in the third quarter of 2008. The 20% increase in total production on a Mcfe basis is primarily due to our recent acquisition. Including the positive impact of our hedges in the third quarter of this year, we realized a net price of $11.12 per Mcf on natural gas sales, $77.15 per Bbl on crude oil sales, and $0.82 per gallon on NGL sales, for an average sales price of $11.02 per Mcfe (all excluding amortization of premiums paid and non-cash settlements on derivative contracts).
2009 Nine-Month Highlights:
-- Adjusted EBITDA (a non-GAAP financial measure defined below) increased
15% to $41.5 million from the $36.2 million generated in the first
nine months of 2008.
-- Distributable Cash Flow (a non-GAAP financial measure defined below)
grew 80% to $34.3 million from the $19.0 million generated in the
comparable period of 2008.
-- The reported net loss was $56.0 million or ($4.24) per unit for the
first nine months of 2009 compared to reported net income of $8.9
million in the first nine months of 2008. The 2009 results included a
$63.8 million non-cash natural gas and oil property impairment charge,
a $16.1 million non-cash unrealized net loss on our commodity and
interest rate derivatives contracts, a $5.9 million gain on the
acquisition of natural gas and oil properties and a $3.0 million
non-cash compensation charge for the unrealized fair value of phantom
units granted to management. Last year's nine-month results included
a non-cash unrealized loss of $6.5 million on other commodity and
interest rate derivative contracts.
-- Excluding the net impact of these specific non-cash items mentioned
above, Adjusted Net Income (a non-GAAP financial measure defined
below) was $21.0 million in the first nine months of 2009, or $1.59
per unit, compared to Adjusted Net Income of $15.3 million, or $1.33
per unit, in the comparable period of 2008.
Hedging Activities
We enter into derivative transactions in the form of hedging arrangements to reduce the impact of natural gas and oil price volatility on our cash flow from operations. As required by our reserve-based credit facility, we have mitigated this volatility through 2011 by implementing a hedging program on a portion of our total anticipated production. At September 30, 2009, the fair value of commodity derivative contracts was approximately $26.0 million, of which $19.5 million settles during the next twelve months. Currently, we use fixed-price swaps and NYMEX collars and put options to hedge natural gas and oil prices.
The following table summarizes commodity derivative contracts in place at September 30, 2009:
October 1-
December 31, 2009 2010 2011
Gas Positions:
Fixed Price Swaps:
Notional Volume
(MMBtu) 864,806 4,731,040 3,328,312
Fixed Price
($/MMBtu) $9.34 $8.66 $7.83
Puts:
Notional Volume
(MMBtu) 651,446 - -
Floor Price
($/MMBtu) $7.85 $- $-
Collars:
Notional Volume
(MMBtu) 249,999 1,607,500 1,933,500
Floor Price
($/MMBtu) $7.50 $7.73 $7.34
Ceiling Price
($/MMBtu) $9.00 $8.92 $8.44
Total:
Notional Volume
(MMBtu) 1,766,251 6,338,540 5,261,812
Oil Positions:
Fixed Price Swaps:
Notional Volume
(Bbls) 44,000 164,250 151,250
Fixed Price
($/Bbl) $87.23 $85.65 $85.50
Collars:
Notional Volume
(Bbls) 9,200 - -
Floor Price
($/Bbl) $100.00 $- $-
Ceiling Price
($/Bbl) $127.00 $- $-
Total:
Notional Volume
(Bbls) 53,200 164,250 151,250
Selling, General and Administrative Expense
Our selling, general and administrative expense rose 37% to $2.1 million in the third quarter of 2009 from $1.6 million in the same period in 2008, primarily reflecting the recognition of non-cash expenses associated with our unit-based compensation program. The 2009 third quarter charges included a $1.3 million non-cash compensation expense which was related to the grant of phantom units on January 1, 2009 and the amortization of common and Class B units granted to employees and directors under employment agreements and our long-term incentive plan. Last year's third quarter included non-cash compensation charges of $0.8 million.
On January 1, 2009, in accordance with their previously negotiated employment agreements, phantom units were granted to two officers in amounts equal to 1% of our units outstanding at January 1, 2009 and the amount paid in either cash or units will equal the appreciation in value of the units, if any, from the date of the grant until the determination date (December 31, 2009), plus cash distributions paid on the units, less an 8% hurdle rate. The fair value of the phantom units at September 30, 2009 of $3.0 million was determined using a Black Scholes model and will be recalculated at December 31, 2009 at which time the final value will be known.
Recent Events
On August 17, 2009, Vanguard completed its acquisition of certain natural gas and oil properties in South Texas for an adjusted purchase price of $50.5 million, subject to customary post-closing adjustments to be determined, from an affiliate of Lewis Energy Group, L.P. The properties acquired have total estimated proved reserves of 34.9 Bcfe as of September 30, 2009, of which 96% is natural gas and natural gas liquids and 67% is proved developed. Lewis will operate all of the wells acquired in this transaction. Based on the current net daily production of approximately 6,100 Mcfe, the properties have a reserve to production ratio of approximately 16 years. The transaction was funded by a public offering of 3.5 million common units and certain borrowings under its reserve-based credit facility. Subsequently, the underwriters of the public offering of common units purchased an additional 432,800 common units pursuant to a partial exercise of their over-allotment option which was used to reduce borrowings under the reserve-based credit facility.
With the acquisition, Vanguard assumed natural gas puts and swaps based on NYMEX pricing for approximately 61% of the estimated gas production from existing producing wells related to the transaction for the period beginning August of 2009 through 2010. In addition, Vanguard has also added new derivative positions so that approximately 90% of this new production will be hedged through 2011. A schedule of the hedges assumed and added is shown below:
Contract Period Volume (MMBtu) Price
Put and Swap Agreements Assumed:
August - December 2009 765,000 $8.00
January - December 2010 949,000 $7.50
Collars Added:
January - December 2010 693,500 $7.50 - $8.50
January - December 2011 1,569,500 $7.31 - $8.31 (1)
(1) Weighted average pricing.
Cash Distributions
On November 13, 2009, the Company will pay a third-quarter cash distribution of $0.50 per unit to its unitholders of record as of November 6, 2009. This quarterly distribution payment is unchanged from the amount distributed during the second quarter of 2009 and the third quarter of 2008.
Capital Expenditures
Capital expenditures for the drilling, capital workover and recompletion of natural gas and oil properties were approximately $1.1 million in the third quarter of 2009 compared to $6.7 million for the comparable quarter of 2008. For the first nine months of 2009, Vanguard spent $3.0 million for drilling, capital workover and completion work, compared to $13.4 million during the comparable period last year. During the nine months ended September 30, 2009, we did not drill any wells on our operated properties and there was limited drilling on non-operated properties. We elected to reduce our capital spending in a low commodity price environment but we intend to move forward with our development drilling program when market conditions allow for an adequate return on the drilling investment.
Reserve-Based Credit Facility
At the end of the third quarter 2009, Vanguard had indebtedness under its reserve-based credit facility totaling $123.5 million. After consideration of an additional $5.5 million principal paydown subsequent to September 30, 2009, we have $52.0 million available for borrowing under the reserve-based credit facility. This represents an approximate $29.0 million improvement in our liquidity as compared to the end of the second quarter of 2009. Absent accretive acquisitions, to the extent available after unitholder distributions, debt service, and capital expenditures, it is our current intention to utilize our excess cash flow during the remainder of 2009 to reduce our borrowings under our reserve-based credit facility.
On August 31, 2009, Vanguard's existing reserve-based credit facility was amended in conjunction with the acquisition of the natural gas and oil properties from an affiliate of Lewis Energy Group, L.P. As part of the amendment, the term of the reserve-based credit facility was extended to October 1, 2012, the borrowing base was increased from $154 million to $175 million, interest margins were increased approximately 75 basis points, the debt to Adjusted EBITDA covenant was reduced from 4.0 to 3.5, and two new banks were added as lenders under the facility. However, pursuant to the regularly scheduled fall borrowing base redetermination, the borrowing base was reduced from $175.0 million to $170.0 million and the definition of majority lenders was changed from 75% to 66.67% effective October 14, 2009. No other terms under the facility were changed.
Conference Call Information
Vanguard will host a conference call today to discuss its 2009 third-quarter results at 11:00 a.m. Eastern Time (10:00 a.m. Central). To access the call, please dial (877) 941-6009 or (480) 629-9866, for international callers and ask for the "Vanguard Natural Resources" call a few minutes prior to the start time. The conference call will also be broadcast live via the Internet and can be accessed through the investor relations section of Vanguard's website, http://www.vnrllc.com/.
A telephonic replay of the conference call will be available until November 18, 2009 and may be accessed by calling (303) 590-3030 and using the pass code 4168639#. A webcast archive will be available on the Investor Relations page at http://www.vnrllc.com/ shortly after the call and will be accessible for approximately 30 days. For more information, please contact Donna Washburn at DRG&E at (713) 529-6600 or email at dmw@drg-e.com.
About Vanguard Natural Resources, LLC
Vanguard Natural Resources, LLC is a publicly traded limited liability company focused on the acquisition, production and development of natural gas and oil properties. The Company's assets consist primarily of producing and non-producing natural gas and oil reserves located in the southern portion of the Appalachian Basin, the Permian Basin, and South Texas. More information on the Company can be found at http://www.vnrllc.com/.
Forward-Looking Statements
We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the "Risk Factors" section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
VANGUARD NATURAL RESOURCES, LLC
Operating Statistics
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2009 2008 2009 2008
---- ---- ---- ----
Net Natural Gas
Production:
Appalachian
gas (MMcf) 773 923 2,372 2,693
Permian gas
(MMcf) 57 - 153 132 (a)
South Texas
gas (MMcf) 196 160 (b) 624 179 (b)
Sun TSH gas
(MMcf) 139 (c) - 139 (c) -
--- --- --- ---
Total natural gas
production
(MMcf) 1,165 1,083 3,288 3,004
----- ----- ----- -----
Average
Appalachian
daily gas
production
(Mcf/day) 8,403 10,031 8,691 9,827
Average
Permian
daily gas
production
(Mcf/day) 617 - 560 543 (a)
Average
South Texas
daily gas
production
(Mcf/day) 2,136 2,463 (b) 2,286 2,757 (b)
Average Sun
TSH daily
gas
production
(Mcf/day) 3,088 (c) - 3,088 (c) -
----- --- ----- ---
Average Vanguard
daily gas
production
(Mcf/day) 14,244 12,494 14,625 13,127
------ ------ ------ ------
Average Natural
Gas Sales Price
per Mcf:
Net realized
gas price,
including
hedges $11.12 (d) $10.84 (d) $11.13 (d) $10.52 (d)
Net realized
gas price,
excluding
hedges $4.07 $10.94 $4.71 $11.29
Net Oil Production:
Appalachian
oil (Bbls) 25,451 11,122 63,148 32,543
Permian oil
(Bbls) 57,525 54,924 175,175 157,463 (a)
Sun TSH oil
(Bbls) 2,425 (c) - 2,425 (c) -
----- --- ----- ---
Total oil
production
(Bbls) 85,401 66,046 240,748 190,006
------ ------ ------- -------
Average
Appalachian
daily oil
production
(Bbls/day) 277 121 231 119
Average
Permian
daily oil
production
(Bbls/day) 625 597 642 648 (a)
Average Sun
TSH daily
oil
production
(Bbls/day) 54 (c) - 54 (c) -
-- --- -- ---
Average
Vanguard
daily oil
production
(Bbls/day) 956 718 927 767
--- --- --- ---
Average Oil
Sales Price
per Bbls:
Net realized
oil price,
including
hedges $77.15 (d) $93.26 (d) $74.64 (d) $87.61 (d)
Net realized
oil price,
excluding
hedges $63.76 $114.01 $52.42 $105.56
Net Natural
Gas Liquids
Production:
Permian
natural gas
liquids
(Gal) 105,336 128,171 340,536 128,171 (a)
South Texas
natural gas
liquids
(Gal) 436,922 421,680 (b) 1,268,161 421,680 (b)
Sun TSH
natural gas
liquids
(Gal) 848,954 (c) - 848,954 (c) -
------- --- ------- ---
Total
natural gas
liquids
production
(Gal) 1,391,212 549,851 2,457,651 549,851
--------- ------- --------- -------
Average
Permian
daily
natural gas
liquids
production
(Gal/day) 1,145 1,393 1,247 527 (a)
Average
South Texas
daily
natural gas
liquids
production
(Gal/day) 4,749 6,487 (b) 4,645 6,487 (b)
Average Sun
TSH daily
natural gas
liquids
production
(Gal/day) 18,866 (c) - 18,866 (c) -
------ --- ------ ---
Average
Vanguard
daily
natural gas
liquids
production
(Gal/day) 24,760 7,880 24,758 7,014
------ ----- ------ -----
Average
Natural Gas
Liquids
Sales Price
per Gal:
Net realized
natural gas
liquids
price,
including
hedges $0.82 (d) $1.09 (d) $0.74 (d) $1.50 (d)
Net realized
natural gas
liquids
price,
excluding
hedges $0.82 $1.09 $0.74 $1.50
(a) The Permian Basin acquisition closed on January 31, 2008 and, as such,
only eight months of operations are included in the nine month period
ended September 30, 2008.
(b) The South Texas acquisition closed on July 28, 2008 and, as such, only
two months of operations are included in the three month period and
nine month period ended September 30, 2008.
(c) The Sun TSH acquisition closed on August 17, 2009 and, as such, only
approximately one and a half months of operations are included in the
three month and the nine month period ended September 30, 2009.
(d) Excludes amortization of premiums paid and non-cash settlements on
derivative contracts.
VANGUARD NATURAL RESOURCES, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------------
2009 (b) 2008(a) 2009 (b) 2008 (a)(c)
-------- ------- -------- -----------
Revenues:
Natural gas,
natural gas
liquids and oil
sales $11,324 $20,839 $29,930 $55,693
Gain (loss) on
commodity cash
flow hedges (463) 45 (1,737) 616
Gain (loss) on
other commodity
derivative
contracts (4,210) 63,364 7,302 (16,453)
------ ------ ----- -------
Total revenues 6,651 84,248 35,495 39,856
----- ------ ------ ------
Costs and expenses:
Lease operating
expenses 3,322 3,485 9,233 7,800
Depreciation,
depletion,
amortization,
and accretion 3,272 4,187 9,700 10,341
Impairment of
natural gas and
oil properties - - 63,818 -
Selling, general
and
administrative
expenses 2,137 1,560 8,230 4,843
Production and
other taxes 974 1,263 2,537 3,658
--- ----- ----- -----
Total costs and
expenses 9,705 10,495 93,518 26,642
----- ------ ------ ------
Income (loss)
from operations (3,054) 73,753 (58,023) 13,214
------ ------ ------- ------
Other income and
(expense):
Interest income - 4 - 16
Interest expense (1,042) (1,489) (3,034) (3,863)
Gain on
acquisition of
natural gas and
oil properties 5,878 - 5,878 -
Loss on interest
rate derivative
contracts (1,081) (459) (853) (510)
------ ---- ---- ----
Total other
income
(expense) 3,755 (1,944) 1,991 (4,357)
----- ------ ----- ------
Net income
(loss) $701 $71,809 $(56,032) $8,857
==== ======= ======== ======
Net income
(loss) per unit:
Common & Class B
units - basic $0.05 $5.90 $(4.24) $0.77
===== ===== ====== =====
Common & Class B
units - diluted $0.05 $5.90 $(4.24) $0.77
===== ===== ====== =====
Weighted average
units outstanding:
Common units -
basic & diluted 14,027,186 11,749,421 12,779,869 11,115,463
========== ========== ========== ==========
Class B units -
basic & diluted 420,000 420,000 420,000 420,000
======= ======= ======= =======
(a) The South Texas acquisition closed on July 28, 2008 and, as such,
only two months of operations are included in the three month and
nine month period ended September 30, 2008.
(b) The Sun TSH acquisition closed on August 17, 2009 and, as such,
only approximately one and a half months of operations are included
in the three month and nine month period ended September 30, 2009.
(c) The Permian Basin acquisition closed on January 31, 2008 and, as
such, only eight months of operations are included in the nine
month period ended September 30, 2008.
VANGUARD NATURAL RESOURCES, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
2009 2008
------------ ------------
(Unaudited)
Assets
Current assets
Cash and cash
equivalents $2,046 $3
Trade accounts
receivable, net 5,410 6,083
Derivative assets 19,516 22,184
Other receivables 2,912 2,763
Other current assets 766 845
--- ---
Total current assets 30,650 31,878
------ ------
Natural gas and oil
properties, at cost 341,898 284,447
Accumulated depletion (175,493) (102,178)
-------- --------
Natural gas and oil
properties evaluated,
net - full cost method 166,405 182,269
------- -------
Other assets
Derivative assets 6,850 15,749
Deferred financing costs 3,301 882
Other assets 1,627 1,784
----- -----
Total assets $208,833 $232,562
======== ========
Liabilities and members' equity
Current liabilities
Accounts payable - trade $611 $2,148
Accounts payable -
natural gas and oil 1,525 1,327
Payables to affiliates 866 2,555
Deferred swap liability 997 -
Derivative liabilities 29 486
Phantom unit
compensation accrual 3,034 -
Accrued ad valorem taxes 1,591 34
Accrued expenses 344 1,214
--- -----
Total current
liabilities 8,997 7,764
Long-term debt 123,500 135,000
Derivative liabilities 2,801 2,313
Deferred swap liability 2,075 -
Asset retirement
obligations 4,133 2,134
----- -----
Total liabilities 141,506 147,211
------- -------
Commitments and contingencies
Members' equity
Members' capital,
16,087,673 common units
issued and outstanding
at September 30, 2009
and 12,145,873 at
December 31, 2008 67,409 88,550
Class B units, 420,000
issued and outstanding
at September 30, 2009
and December 31, 2008 6,045 4,606
Accumulated other
comprehensive loss (6,127) (7,805)
------- -------
Total members' equity 67,327 85,351
------ ------
Total liabilities and
members' equity $208,833 $232,562
======== ========
Use of Non-GAAP Measures
Adjusted EBITDA
We present Adjusted EBITDA in addition to our reported net income (loss) in accordance with GAAP. Adjusted EBITDA is a non-GAAP financial measure that is defined as net income (loss) plus:
-- Net interest expense, including write-off of deferred financing fees
and realized gains and losses on interest rate derivative contracts;
-- Depreciation, depletion, and amortization (including accretion of
asset retirement obligations);
-- Impairment of natural gas and oil properties;
-- Amortization of premiums paid and non-cash settlements on derivative
contracts;
-- Unrealized gains and losses on other commodity and interest rate
derivative contracts;
-- Gains and losses on acquisitions of natural gas and oil properties;
-- Deferred taxes;
-- Unit-based compensation expense; and
-- Unrealized fair value of phantom units granted to officers.
Adjusted EBITDA is used by management as a tool to measure (prior to the establishment of any cash reserves by our board of directors, debt service and capital expenditures) the cash distributions we could pay our unitholders. Specifically, this financial measure indicates to investors whether or not we are generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. Adjusted EBITDA is also used as a quantitative standard by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness; and our operating performance and return on capital as compared to those of other companies in our industry. Adjusted EBITDA is not intended to represent cash flows for the period, nor is it presented as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
Distributable Cash Flow
We present Distributable Cash Flow in addition to our reported net income (loss) in accordance with GAAP. Distributable Cash Flow is a non-GAAP financial measure that is defined as net income (loss) plus:
-- Depreciation, depletion, and amortization (including accretion of
asset retirement obligations);
-- Impairment of natural gas and oil properties;
-- Amortization of premiums paid and non-cash settlements on derivative
contracts;
-- Unrealized gains and losses on other commodity and interest rate
derivative contracts;
-- Gains and losses on acquisitions of natural gas and oil properties;
-- Deferred taxes;
-- Unit-based compensation expense; and
-- Unrealized fair value of phantom units granted to officers.
Less:
-- Drilling, capital workover and recompletion expenditures.
Distributable Cash Flow is used by management as a tool to measure (prior to the establishment of any cash reserves by our board of directors) the cash distributions we could pay our unitholders. Specifically, this financial measure indicates to investors whether or not we are generating cash flow at a level that can sustain or support an increase in our quarterly distribution rates. While Distributable Cash Flow is measured on a quarterly basis for reporting purposes, management must consider the timing and size of its planned capital expenditures in determining the sustainability of its quarterly distribution. Capital expenditures are typically not spent evenly throughout the year due to a variety of factors including weather, rig availability, and the commodity price environment. As a result, there will be some volatility in Distributable Cash Flow measured on a quarterly basis. Distributable Cash Flow is not intended to be a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
VANGUARD NATURAL RESOURCES, LLC
Reconciliation of Net Income (Loss) to Adjusted EBITDA (a) and
Distributable Cash Flow
(Unaudited)
(in thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ---------------------
2009 (b) 2008 (c) 2009 (b) 2008 (c)(d)
---------- ------- --------- -----------
Net income (loss) $701 $71,809 $(56,032) $8,857
Plus:
Interest expense,
including realized losses
on interest rate
derivative contracts 1,548 1,489 4,274 3,863
Depreciation, depletion,
amortization, and
accretion 3,272 4,187 9,700 10,341
Impairment of natural gas
and oil properties - - 63,818 -
Amortization of premiums
paid and non-cash
settlements on derivative
contracts 1,811 1,451 4,383 3,982
Unrealized (gains) losses
on other commodity and
interest rate derivative
contracts 12,795 (65,933) 16,105 6,463
Gain on acquisition of
natural gas and oil
properties (5,878) - (5,878) -
Deferred taxes (3) - (204) -
Unit-based compensation
expense 548 812 2,311 2,708
Unrealized fair value of
phantom units granted to
officers 782 - 3,034 -
Less:
Interest income - 4 - 16
--- --- --- --
Adjusted EBITDA $15,576 $13,811 $41,511 $36,198
Less:
Interest expense, net 1,548 1,485 4,274 3,847
Drilling, capital workover
and recompletion
expenditures 1,069 6,682 2,981 13,360
----- ----- ----- ------
Distributable Cash Flow $12,959 $5,644 $34,256 $18,991
======= ====== ======= =======
(a) Our Adjusted EBITDA should not be considered as an alternative to net
income, operating income, cash flows from operating activities or any
other measure of financial performance or liquidity presented in
accordance with GAAP. Our Adjusted EBITDA excludes some, but not all,
items that affect net income and operating income and these measures
may vary among other companies. Therefore, our Adjusted EBITDA may not
be comparable to similarly titled measures of other companies.
(b) The Sun TSH acquisition closed on August 17, 2009 and, as such, only
approximately one and a half months of operations are included in the
three month and nine month period ended September 30, 2009.
(c) The South Texas acquisition closed on July 28, 2008 and, as such,
only two months of operations are included in the three month and nine
month period ended September 30, 2008.
(d) The Permian Basin acquisition closed on January 31, 2008 and, as such,
only eight months of operations are included in the nine month period
ended September 30, 2008.
Adjusted Net Income
We present Adjusted Net Income in addition to our reported net income (loss) in accordance with GAAP. Adjusted Net Income is a non-GAAP financial measure that is defined as net income (loss) plus:
-- Unrealized gains and losses on other commodity derivative contracts;
-- Unrealized gains and losses on interest rate derivative contracts;
-- Unrealized fair value of phantom units granted to officers;
-- Impairment of natural gas and oil properties; and
-- Gains and losses on acquisitions of natural gas and oil properties.
This information is provided because management believes exclusion of the impact of our unrealized derivatives not accounted for as cash flow hedges, non-cash gains on the acquisition of natural gas and oil properties and non-cash ceiling test impairment charges will help investors compare results between periods and identify operating trends that could otherwise be masked by these items. In addition, this measure removes the non-cash impact that commodity price and interest rate volatility generates on our GAAP results. Adjusted Net Income is not intended to represent cash flows for the period, nor is it presented as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
VANGUARD NATURAL RESOURCES, LLC
Reconciliation of Net Income (Loss) to Adjusted Net Income
(in thousands, except per unit data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2009 2008 2009 2008
------ -------- ------- ------
Net income (loss) $701 $71,809 $(56,032) $8,857
Plus:
Unrealized (gain) loss on
other commodity
derivative contracts 12,220 (66,353) 16,492 6,043
Unrealized (gain) loss on
interest rate derivative
contracts 575 420 (387) 420
Unrealized fair value of
phantom units granted to
officers 782 - 3,034 -
Impairment of natural gas and
oil properties - - 63,818 -
Gain on acquisition of
natural gas and oil
properties (5,878) - (5,878) -
------ --- ------ ---
Total adjustments 7,699 (65,933) 77,079 6,463
----- ------- ------ -----
Adjusted Net Income $8,400 $5,876 $21,047 $15,320
====== ====== ======= =======
Basic and diluted net income
(loss) per unit: $0.05 $5.90 $(4.24) $0.77
Plus:
Unrealized (gain) loss on
other commodity derivative
contracts 0.85 (5.45) 1.25 0.52
Unrealized (gain) loss on
interest rate derivative
contracts 0.04 0.03 (0.03) 0.04
Unrealized fair value of
phantom units granted to
officers 0.05 - 0.23 -
Impairment of natural gas
and oil properties - - 4.83 -
Gain on acquisition of
natural gas and oil
properties (0.41) - (0.45) -
----- --- ----- ---
$0.58 $0.48 $1.59 $1.33
Basic and diluted adjusted ===== ===== ===== =====
net income per unit:
INVESTOR RELATIONS CONTACT:
Vanguard Natural Resources, LLC DRG&E
Richard Robert, EVP and CFO, Jack Lascar/Carol Coale,
832-327-2258 713-529-6600
investorrelations@vnrllc.com jlascar@drg-e.com or ccoale@drg-e.com
Vanguard Natural Resources, LLC
CONTACT: Richard Robert, EVP and CFO of Vanguard Natural Resources, LLC, +1-832-327-2258, investorrelations@vnrllc.com; or Jack Lascar, jlascar@drg-e.com, or Carol Coale, ccoale@drg-e.com, both of DRG&E, +1-713-529-6600, for Vanguard Natural Resources, LLC
Web Site: http://www.vnrllc.com/
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