Uncategorized

Inhibitex (INHX) Successfully Completes Phase 1a Trial of INX-189

ATLANTA–(BUSINESS WIRE)–Inhibitex, Inc. (Nasdaq: INHXNews), announced today that it has successfully completed a Phase1a, first-in-man, single ascending dose trial of INX-189, its nucleotide polymerase inhibitor in development for the treatment of chronic hepatitis C (HCV) infections. In this trial, 42 healthy volunteers received either a single oral dose of INX-189, ranging from 3 mg to 100 mg, or placebo. The Company plans to present detailed results from this trial during a future scientific meeting. Preliminary data from the trial are as follows:

  • INX-189 was generally well tolerated at all dose levels;
  • No drug-related serious adverse events;
  • No dose-related trends in frequency or type of adverse events; adverse events occurring in more than one subject were headache and nasal congestion;
  • No grade II or higher laboratory abnormality adverse events or clinically significant changes in ECGs; and
  • Pharmacokinetic data supports INX-189’s potential for once daily (QD) dosing.

“We are encouraged with the initial safety and pharmacokinetic profile of INX-189 in this first-in-man trial,” stated Dr. Joseph Patti, Senior Vice President and Chief Scientific Officer of Inhibitex, Inc. “Based upon the pharmacokinetics observed in this study, we continue to believe that INX-189 has the potential to demonstrate antiviral activity with a low once-daily dose, and we look forward to assessing its ability to reduce HCV RNA viral loads in patients with chronic hepatitis C in a Phase 1b multiple ascending dose trial we plan to start in the fourth quarter.”

About Inhibitex

Inhibitex, Inc., headquartered in Alpharetta, Georgia, is a biopharmaceutical company focused on developing products to prevent and treat serious infectious diseases. The Company’s pipeline includes FV-100, which is in Phase II clinical development for the treatment of shingles, and INX-189, a nucleotide polymerase inhibitor in development for the treatment of chronic hepatitis C infections. The Company also has additional HCV nucleotide polymerase inhibitors in preclinical development and has licensed the use of its proprietary MSCRAMM® protein platform to Pfizer for the development of staphylococcal vaccines. For additional information about the Company, please visit www.inhibitex.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than historical facts included in this press release, including statements regarding the Company’s plans to present detailed results from the Phase 1a trial during a future medical meeting and its intention to initiate a Phase 1b multiple ascending dose trial in the fourth quarter of 2010 are forward looking statements. These intentions, expectations, or results may not be achieved in the future and various important factors could cause actual results or events to differ materially from the forward-looking statements that the Company makes, including the risk of: either the Company, the FDA, a data and safety monitoring board, or an investigational review board delaying, suspending or terminating the clinical development of INX-189 for a lack of safety or antiviral activity, manufacturing-related issues, questions or issues regarding the design of the planned Phase 1b clinical study of INX-189, or any other reasons; the Company obtaining, maintaining and protecting the intellectual property incorporated into and supporting the commercial viability of INX-189; and other cautionary statements contained elsewhere herein and in its Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission, or SEC, on March 26, 2010, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, as filed with the SEC on August 12, 2010. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release.

There may be events in the future that the Company is unable to predict accurately, or over which it has no control. The Company’s business, financial condition, results of operations and prospects may change. The Company may not update these forward-looking statements, even though its situation may change in the future, unless it has obligations under the Federal securities laws to update and disclose material developments related to previously disclosed information. The Company qualifies all of the information contained in this press release, and particularly its forward-looking statements, by these cautionary statements.

Inhibitex® and MSCRAMM® are registered trademarks of Inhibitex, Inc.

Wednesday, September 1st, 2010 Uncategorized No Comments

JoS. A. Bank Clothiers (JOSB) Reports 32% Increase in Profits for Second Quarter of Fiscal Year 2010

Sep. 1, 2010 (Business Wire) — JoS. A. Bank Clothiers, Inc. (Nasdaq Global Select Market: JOSB) announces that net income for the second quarter of fiscal year 2010 increased 31.7% to $16.5 million, as compared to $12.5 million for the second quarter of fiscal year 2009. Earnings per share for the second quarter of fiscal year 2010 increased 31.1% to $0.59 per share, as compared to $0.45 per share for the second quarter of fiscal year 2009. The second quarter of fiscal year 2010 ended July 31, 2010; the second quarter of fiscal year 2009 ended August 1, 2009.

All earnings per share amounts in this news release represent diluted earnings per share. All share and per share amounts of common shares included in this release have been adjusted to reflect the stock split in the form of a 50% stock dividend distributed on August 18, 2010.

Total sales for the second quarter of fiscal year 2010 increased 12.3% to $188.4 million from $167.7 million in the second quarter of fiscal year 2009, while comparable store sales increased 9.2% and Direct Marketing sales increased 12.4%.

“We are pleased with the Company’s financial performance for the second quarter of fiscal year 2010,” commented R. Neal Black, President and CEO of JoS. A. Bank Clothiers, Inc. “Our combination of offering high quality men’s clothing at a great value continued to drive solid sales growth for the quarter, which, combined with the leveraging of our operating expenses, has resulted in strong earnings growth. With this quarter’s results, we have achieved earnings growth in 35 of the past 36 quarters when compared to the respective prior year periods, including 17 quarters in a row,” continued Mr. Black.

Comparing the first six months of fiscal year 2010 with the first six months of fiscal year 2009, net income increased 34.7% to $32.3 million, as compared to $24.0 million and earnings per share increased 34.9% to $1.16 per share, as compared to $0.86 per share. Total sales for the first six months of fiscal year 2010 increased 11.2% to $366.5 million from $329.7 million for the first six months of fiscal year 2009, while comparable store sales increased 9.8% and Direct Marketing sales increased 5.6%.

A conference call to discuss the second quarter of fiscal year 2010 earnings will be held Thursday, September 2, 2010 at 11:00 a.m. Eastern Time (ET). To join in the call please dial (USA) 800-230-1951 or (International) 612-288-0337 at least five minutes before 11:00 a.m. ET. A replay of the conference call will be available after 1:00 p.m. ET on September 2, 2010 until September 9, 2010 at 11:59 p.m. ET by dialing (USA) 800-475-6701 or (International) 320-365-3844. The access code for the replay will be 169693. In addition, a webcast replay of the conference call will be posted on the investor relations section of our website: www.josbank.com (select “Company Information” and “Investor Relations”).

JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation’s leading designers, manufacturers and retailers of men’s classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 490 stores in 42 states and the District of Columbia, a nationwide catalog and an e-commerce website that can be accessed at www.josbank.com. The Company is headquartered in Hampstead, Md., and its common stock is listed on the Nasdaq Global Select Market under the symbol “JOSB.”

The Company’s statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company’s control that can affect the Company’s operating results, liquidity and financial condition. Such factors include risks associated with economic, weather, public health and other factors affecting consumer spending, including negative changes to consumer confidence and other recessionary pressures, higher energy and security costs, the successful implementation of the Company’s growth strategy, including the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials such as wool and cotton, seasonality, merchandise trends and changing consumer preferences, the effectiveness of the Company’s marketing programs, the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from its global supplier base, legal matters and other competitive factors. The identified risk factors and other factors and risks that may affect the Company’s business or future financial results are detailed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended January 30, 2010 and the Company’s subsequent Quarterly Reports on Form 10-Q filed through the date hereof. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. The Company does not undertake an obligation to update or revise any forward-looking statements to reflect actual results or changes in the Company’s assumptions, estimates or projections. These risks should be carefully reviewed before making any investment decision.

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands)
January 30, 2010 July 31, 2010
(Audited) (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 21,853 $ 89,495
Short-term investments 169,736 114,691
Accounts receivable, net 5,860 8,171
Inventories:
Finished goods 209,443 213,005
Raw materials 8,878 13,040
Total inventories 218,321 226,045
Prepaid expenses and other current assets 16,035 16,590
Total current assets 431,805 454,992
NONCURRENT ASSETS:
Property, plant and equipment, net 124,139 131,089
Other noncurrent assets 420 554
Total assets $ 556,364 $ 586,635
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $ 18,225 $ 32,158
Accrued expenses 85,256 72,644
Deferred tax liability – current 5,064 5,067
Total current liabilities 108,545 109,869
NONCURRENT LIABILITIES:
Deferred rent 51,853 49,535
Deferred tax liability – noncurrent 1,608 247
Other noncurrent liabilities 1,048 1,174
Total liabilities 163,054 160,825
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock 183 274
Additional paid-in capital 83,249 83,462
Retained earnings 309,823 342,019
Accumulated other comprehensive income 55 55
Total stockholders’ equity 393,310 425,810
Total liabilities and stockholders’ equity $ 556,364 $ 586,635

Note: The foregoing audited and unaudited Condensed Consolidated Balance Sheets are excerpts from our Condensed Consolidated Financial Statements (as of January 30, 2010 and July 31, 2010) and do not include the Notes, which are an integral part thereof. The foregoing financial information should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2010 and the Annual Report on Form 10-K for the fiscal year ended January 30, 2010, which were filed with the Securities and Exchange Commission on September 1, 2010 and March 31, 2010, respectively.

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
August 1, 2009 July 31, 2010 August 1, 2009 July 31, 2010
Net sales $ 167,735 $ 188,412 $ 329,660 $ 366,537
Cost of goods sold 64,558 70,082 128,029 134,891
Gross profit 103,177 118,330 201,631 231,646
Operating expenses:
Sales and marketing, including occupancy costs 67,684 73,748 132,629 144,267
General and administrative 14,811 17,175 29,471 33,911
Total operating expenses 82,495 90,923 162,100 178,178
Operating income 20,682 27,407 39,531 53,468
Other income (expense):
Interest income 92 159 161 274
Interest expense (110 ) (5 ) (208 ) (95 )
Total other income (expense) (18 ) 154 (47 ) 179
Income before provision for income taxes 20,664 27,561 39,484 53,647
Provision for income taxes 8,152 11,082 15,517 21,360
Net income $ 12,512 $ 16,479 $ 23,967 $ 32,287
Per share information:
Earnings per share:
Basic $ 0.46 $ 0.60 $ 0.87 $ 1.17
Diluted $ 0.45 $ 0.59 $ 0.86 $ 1.16
Weighted average shares outstanding:
Basic 27,437 27,527 27,437 27,527
Diluted 27,781 27,827 27,769 27,823

Note: The foregoing unaudited Condensed Consolidated Statements of Income are excerpts from our unaudited Condensed Consolidated Financial Statements for the three and six months ended August 1, 2009 and July 31, 2010 and do not include the Notes, which are an integral part thereof. The foregoing unaudited financial information should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2010, which was filed with the Securities and Exchange Commission on September 1, 2010.

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Six Months Ended
August 1, 2009 July 31, 2010
Cash flows from operating activities:
Net income $ 23,967 $ 32,287
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 10,896 11,802
Loss on disposals of property, plant and equipment 66 91
Non-cash equity compensation - 234
Increase (decrease) in deferred taxes 225 (1,358 )
Net (increase) in operating working capital and other components (24,773 ) (17,988 )
Net cash provided by operating activities 10,381 25,068
Cash flows from investing activities:
Capital expenditures (7,413 ) (12,471 )
Net (purchases) maturities of short-term investments (64,879 ) 55,045
Net cash provided by (used in) investing activities (72,292 ) 42,574
Cash flows from financing activities: - -
Net increase (decrease) in cash and cash equivalents (61,911 ) 67,642
Cash and cash equivalents – beginning of period 122,875 21,853
Cash and cash equivalents – end of period $ 60,964 $ 89,495

Note: The foregoing unaudited Condensed Consolidated Statements of Cash Flows are excerpts from our unaudited Condensed Consolidated Financial Statements for the six months ended August 1, 2009 and July 31, 2010 and do not include the Notes, which are an integral part thereof. The foregoing unaudited financial information should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2010, which was filed with the Securities and Exchange Commission on September 1, 2010.

Wednesday, September 1st, 2010 Uncategorized No Comments

G-III Apparel Group, Ltd. (GIII) Announces Second Quarter Fiscal 2011 Results

Sep. 1, 2010 (Business Wire) — G-III Apparel Group, Ltd. (NasdaqGS: GIII) today announced operating results for the second quarter of fiscal 2011.

The Company reported that, for the three months ended July 31, 2010, net sales increased by 39% to $189.0 million from $135.9 million in the second quarter last year. This increase was stronger than expected and resulted primarily from increased wholesale sales of women’s dresses, sportswear and suits, as well as from higher sales by the Company’s Wilsons retail outlet store business.

Net income for the second quarter of fiscal 2011 improved to $3.0 million, or $0.15 per diluted share, compared to a net loss of $2.8 million, or $0.17 per share, in the year-ago quarter. This shift to profitability was driven by the increase in sales and improved margins in the Company’s wholesale and retail businesses.

Morris Goldfarb, G-III’s Chairman and Chief Executive Officer, said, “The impact of our increasing diversification, both by product categories and brand, was demonstrable in the second quarter. We now have built a dress and sportswear business that is shipping twelve months a year. We are looking ahead to a strong second half of the year as a result of the combination of our dress and sportswear business with our fall and winter outerwear business.”

Mr. Goldfarb continued, “Our Wilsons business is on track to show much improved results for this year coming off an improved first half of the year. We believe that Wilsons is well positioned for a strong second half of the year. We also are quite excited about our Calvin Klein handbags and luggage launch, which we will begin shipping next year and will also further diversify our business.”

Mr. Goldfarb concluded, “We have strong momentum going into the second half of the year with a solid order book and a well balanced diversified business model which we believe will result in continued growth in sales and profits.”

Outlook

The Company has revised its expectations upward for its fiscal year ending January 31, 2011. It is now forecasting net sales of approximately $1.025 billion compared to its prior forecast of approximately $950.0 million of net sales and $800.9 million of net sales in the prior fiscal year. The Company is now forecasting fiscal year 2011 net income in the range of $52.0 million to $54.0 million, or $2.60 to $2.70 per diluted share. This represents an increase from its prior guidance for net income of $44.0 million to $46.0 million, or between $2.20 and $2.30 per diluted share, and from net income of $31.7 million, or $1.83 per diluted share, in the prior fiscal year. The Company is now forecasting EBITDA for the fiscal year ending January 31, 2011 to increase between 56% and 61% from fiscal 2010 to a range of $96.3 million to $99.3 million. The Company previously forecasted EBITDA to increase approximately 35% to 40% from fiscal 2010 to a range of approximately $83.3 million to $86.3 million, compared to EBITDA of $61.6 million in fiscal 2010. EBITDA should be evaluated in light of the Company’s financial results prepared in accordance with US GAAP. A reconciliation of EBITDA to net income in accordance with US GAAP is included in a table accompanying the condensed financial statements in this release.

About G-III Apparel Group, Ltd.

G-III is a leading manufacturer and distributor of outerwear, dresses, sportswear and women’s suits under licensed brands, its own brands and private label brands. G-III sells outerwear and dresses under our own Andrew Marc, Marc New York and Marc Moto brands and has licensed these brands to select third parties in certain product categories. G-III has fashion licenses under the Calvin Klein, Sean John, Kenneth Cole, Cole Haan, Guess?, Jones New York, Jessica Simpson, Nine West, Ellen Tracy, Tommy Hilfiger, Enyce, Levi’s and Dockers brands and sports licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Touch by Alyssa Milano and more than 100 U.S. colleges and universities. Our other owned brands include Jessica Howard, Eliza J, Black Rivet, G-III, Tannery West, G-III by Carl Banks and Winlit. G-III also operates retail outlet stores under the Wilsons Leather name.

Statements concerning G-III’s business outlook or future economic performance, anticipated revenues, expenses or other financial items; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters are “forward-looking statements” as that term is defined under the Federal Securities laws. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, reliance on licensed product, reliance on foreign manufacturers, risks of doing business abroad, the current economic and credit environment, the nature of the apparel industry, including changing customer demand and tastes, customer concentration, seasonality, risks of operating a retail business, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions and general economic conditions, as well as other risks detailed in G-III’s filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this release.

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
(NASDAQGSM:GIII)
CONSOLIDATED STATEMENTS OF OPERATIONS AND
SELECTED BALANCE SHEET DATA
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
July 31, July 31,
2010 2009 2010 2009
Net sales $ 188,960 $ 135,926 $ 343,237 $ 243,489
Cost of sales 128,206 95,111 233,447 171,459
Gross profit 60,754 40,815 109,790 72,030
Selling, general and administrative expenses 53,844 43,195 103,525 84,078
Depreciation and amortization 1,277 1,384 2,557 2,788
Operating income/(loss) 5,633 (3,764 ) 3,708 (14,836 )
Interest and financing charges, net 634 1,022 996 1,707
Income/(loss) before taxes 4,999 (4,786 ) 2,712 (16,543 )
Income tax expense/(benefit) 2,000 (2,010 ) 1,085 (6,948 )
Net income/(loss) $ 2,999 $ (2,776 ) $ 1,627 $ (9,595 )
Net income/(loss) per common share:
Basic $ 0.16 $ (0.17 ) $ 0.09 $ (0.57 )
Diluted $ 0.15 $ (0.17 ) $ 0.08 $ (0.57 )
Weighted average shares outstanding:
Basic 19,126 16,726 19,016 16,711
Diluted 19,652 16,726 19,540 16,711
Balance Sheet Data (in thousands): At July 31, At July 31,
2010 2009
Working Capital $ 175,877 $ 92,699
Cash 6,147 5,682
Inventory 223,543 172,439
Total Assets 457,329 373,099
Outstanding Borrowings 77,411 111,336
Total Shareholders’ Equity $ 239,709 $ 153,895
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF EBITDA TO ACTUAL AND FORECASTED NET INCOME
(in thousands)
(Unaudited)
Forecasted Actual
Twelve Months Ending Twelve Months Ended
January 31, 2011 January 31, 2010
EBITDA, as defined $96,300 – $99,300 $ 61,587
Depreciation and amortization 6,200 5,380
Interest and financing charges, net 3,400 4,705
Income tax expense 34,700 – 35,700 19,784
Net income $52,000 – $54,000 $ 31,718

EBITDA is a “non-GAAP financial measure” which represents earnings before depreciation and amortization, interest and financing charges, net, and income tax expense. EBITDA is being presented as a supplemental disclosure because management believes that it is a common measure of operating performance in the apparel industry. EBITDA should not be construed as an alternative to net income as an indicator of the Company’s operating performance, or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity, as determined in accordance with generally accepted accounting principles.

Wednesday, September 1st, 2010 Uncategorized No Comments

ProAssurance (PRA) to Acquire American Physicians Service Group (AMPH)

BIRMINGHAM, Ala. and AUSTIN, Texas, Sept. 1 /PRNewswire-FirstCall/ –ProAssurance Corporation (NYSE: PRA) and American Physicians Service Group, Inc. (Nasdaq: AMPH) today announced they have entered into an agreement which calls for ProAssurance to acquire all the outstanding shares of American Physicians Service Group, Inc. (APS) in an all-cash transaction for $32.50 per share. The transaction is expected to close by year-end.

“This is an attractive strategic and financial acquisition for ProAssurance,” said ProAssurance’s Chairman and Chief Executive Officer, W. Stancil Starnes. “APS is the second largest writer of medical professional liability (MPL) insurance in Texas, so we expect this transaction to give ProAssurance a strong market presence in a state that has one of the most stable medical/legal environments in the country. In addition, APS’ growth in Oklahoma and Arkansas complements our long-term commitment to those two markets. Financially, we anticipate this transaction will be accretive to our 2011 earnings, before one-time transaction and any restructuring costs.”

The Chairman and Chief Executive Officer of APS, Ken Shifrin, said, “ProAssurance is the ideal partner for us. Like APS, they were formed by physicians and retain a strong doctor focus. As an “A” rated carrier, they also offer the highest quality insurance protection for our policyholders. Importantly, along with the strength and stability they bring to our policyholders, they also bring a proven track record of successful integrations for our employees. Similarly, our shareholders also benefit from this alliance. In the last ten years, a period that has not been kind to many equity holders, our shareholders have enjoyed a steadily increasing stock price and this offer puts a dramatic finish on that extraordinary performance.”

Mr. Starnes explained why APS is an attractive partner for ProAssurance, “We think the Texas market will be a vital part of our continued growth. APS will bring us a solid insurance organization that understands and operates profitably in the Texas market and shares a similar commitment to customer service. We expect this combination to produce immediate, tangible benefits for our company.”

The Board of Directors of APS has determined that the transaction is in the best interests of APS’ shareholders and, thus, has unanimously approved the merger and resolved to recommend that APS shareholders vote in favor of the transaction. The transaction is subject to customary conditions, including regulatory and APS’ shareholder approval. There is no financing condition to consummate the transaction. Shareholder approval is not required for ProAssurance.

Conference Call

ProAssurance will comment on the broad details and benefits of the transaction to both organizations during a conference call scheduled for Wednesday, September 1, 2010 at 10:00 am et. Investors may participate by dialing (888) 213-3920 (toll free) or (913) 312-0846. The conference call will also be webcast on Streetevents.com, and through the Investor Relations section of ProAssurance.com.

A telephone replay will be available through September 15, 2010 at (888) 203-1112 (toll-free) or (719) 457-0820, with access code 5448555. An internet replay will also be available through September 15, 2010 at ProAssurance.com and Streetevents.com. ProAssurance will make a podcast of the call available on its website and on iTunes.

Transaction Advisors

ProAssurance is being advised in this transaction by Sandler O’Neill + Partners, L.P. and the law firm of Burr & Forman, LLP. American Physicians Service Group is being advised by Macquarie Capital (USA) Inc. and the law firm of Akin Gump Strauss Hauer & Feld LLP.

About ProAssurance

ProAssurance Corporation is the nation’s largest independently traded specialty writer of medical professional liability insurance. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of its inclusion in the Ward’s 50 for the past four years. ProAssurance is rated “A” (Strong) by Fitch Ratings; ProAssurance Group is rated “A” (Excellent) by A.M. Best.

About American Physicians Service Group

APS is an insurance holding company with subsidiaries that provide medical professional liability insurance for physicians and other healthcare providers. APS is headquartered in Austin, Texas. Further information about the companies is available on the Internet at www.AMPH.com.

Additional Information

In connection with the proposed transaction, the Board of Directors of American Physicians Service Group will file a proxy statement with the Securities and Exchange Commission (”SEC”). INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.

Investors and shareholders will be able to obtain copies of the proxy statement and other documents filed by American Physicians Service Group without charge and when available, at the SEC’s Web site at www.sec.gov or at American Physicians Service Group’s Website, www.AMPH.com. The proxy statement and such other documents may also be obtained without charge and when available, from American Physicians Service Group by directing such request to Mr. Marc Zimmermann, American Physicians Service Group, Inc. 1301 South Capital of Texas Highway, Austin, TX 78746; telephone: (512) 328-0888.

American Physicians Service Group and its directors and executive officers may be deemed to be participants in the solicitation of proxies from American Physician Service Group’s shareholders in connection with the proposed transaction. Information concerning the interests of those persons is set forth in American Physicians Service Group’s proxy statement relating to the 2010 annual shareholder meeting and annual report on Form 10-K for the fiscal year ended December 31, 2009, both filed with the SEC, and will also be set forth in the proxy statement relating to the transaction when it becomes available.

Caution Regarding Forward-Looking Statements

In this section, “We” and “Our” refer collectively to American Physicians Service Group, Inc. and ProAssurance Corporation. Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release.

Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Forward-looking statements are generally identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “may,” “optimistic,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions. When we address topics such as liquidity and capital requirements, the value of our investments, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other, similar matters, we are making forward-looking statements.

Risks that could adversely affect the proposed merger of ProAssurance and American Physicians Service Group include but are not limited to the following:

  • the business of ProAssurance and American Physicians Service Group may not be combined successfully, or such combination may take longer to accomplish than expected;
  • the cost savings from the merger may not be fully realized or may take longer to realize than expected;
  • operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;
  • governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;
  • there may be restrictions on our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;
  • the board of directors of American Physicians Service Group may withdraw its recommendation and support a competing acquisition proposal; and
  • the shareholders of American Physicians Service Group may fail to approve the merger.

The following important factors are among those that could affect the actual outcome of future events:

  • general economic conditions, either nationally or in our market areas, that are different than anticipated;
  • regulatory, legislative and judicial actions or decisions that could affect our business plans or operations; the enactment or repeal of tort reforms;
  • formation or dissolution of state-sponsored medical professional liability insurance entities that could remove or add sizable groups of physicians from the private insurance market;
  • the impact of deflation or inflation;
  • changes in the interest rate environment;
  • the effect that changes in laws or government regulations affecting the U.S. economy or financial institutions, including the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009 and the Dodd-Frank Act of 2010, may have on the U.S. economy and our business;
  • performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;
  • changes in accounting policies and practices that may be adopted by our regulatory agencies and the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Accounting Oversight Board;
  • changes in laws or government regulations affecting medical professional liability insurance or the financial community;
  • the effects of changes in the health care delivery system, including but not limited to the recently passed Patient Protection and Affordable Care Act;
  • uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance, and changes in the availability, cost, quality, or collectability of insurance/reinsurance;
  • the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;
  • bad faith litigation which may arise from our handling of any particular claim, including failure to settle;
  • loss of independent agents;
  • changes in our organization, compensation and benefit plans;
  • our ability to retain and recruit senior management;
  • our ability to purchase reinsurance and collect payments from our reinsurers;
  • increases in guaranty fund assessments;
  • our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;
  • changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group; and
  • changes in competition among insurance providers and related pricing weaknesses in our markets.

Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by ProAssurance Corporation and American Physicians Service Group, Inc. with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”

SOURCE ProAssurance Corporation; American Physicians Service Group, Inc.

Wednesday, September 1st, 2010 Uncategorized No Comments

Kenexa (KNXA) Announces Agreement to Acquire Salary.com (SLRY)

Sep. 1, 2010 (Business Wire) — Kenexa Corporation (Nasdaq: KNXA) and Salary.com, Inc. (Nasdaq: SLRY) today announced that they have entered into an agreement for Kenexa’s acquisition of Salary.com in an all cash tender offer and merger for $4.07 per share, or approximately $80 million. Kenexa, a global provider of business solutions for human resources, expects to complete the cash tender offer and close the transaction during the fourth quarter of 2010. The completion of the transaction is subject to a majority of the outstanding Salary.com shares being tendered, as well as satisfactory completion of other customary closing conditions, including certain regulatory approvals.

Kenexa expects to finance the deal through a combination of its cash balances and borrowings against its credit facility, which was recently put in place. The agreement has been unanimously approved by the board of directors of both companies, and Salary.com’s board intends to recommend that the Salary.com stockholders tender their shares in the offer.

Kenexa’s Chief Executive Officer, Rudy Karsan, stated, “We are very excited to announce the acquisition of Salary.com, which provides Kenexa with significant domain expertise and a strong leadership position in the area of on-demand compensation management solutions. Salary.com’s value proposition spans both software and proprietary content, similar to Kenexa, and their compensation management solutions are highly synergistic with our broad suite of talent acquisition and retention solutions. We believe Kenexa is increasingly being recognized in the market place as having the broadest and deepest suite of talent management solutions, and the addition of Salary.com’s solutions and customer base will further strengthen our competitive position.”

Karsan added, “We believe there is a tremendous opportunity to take Salary.com’s best-in-class compensation management solutions to Kenexa’s customer base, which includes some of the largest corporations in the world. In addition, Salary.com has several thousand customers that provide a fertile opportunity for Kenexa to deliver our suite of software, services and content. We believe Salary.com’s acquisition by Kenexa is a major positive for both of our respective companies, employees, partners, customers and prospects.”

Salary.com provides on-demand compensation software that helps businesses and individuals manage pay and performance. The company is the industry leader in market pricing and compensation analysis software that helps customers benchmark, compensate and reward its employees. Salary.com’s compensation solutions were designed by Certified Compensation Professionals (CCP®) and enable corporations to analyze pay competitiveness, simplify cumbersome survey participation and automate market pricing all in a single, web-based solution. Salary.com also provides companies with access to a wealth of employer reported compensation data that spans thousands of jobs.

Kenexa believes the acquisition of Salary.com is compelling for a number of reasons, including the following:

  • Compensation management is highly synergistic with Kenexa’s current suite of talent acquisition and retention solutions
  • Salary.com has established a market leadership position in the on-demand, compensation management market
  • Salary.com and Kenexa have complementary business models as both companies deliver a combination of software and proprietary content through a subscription-based, on-demand model
  • Kenexa believes there is a significant opportunity to expand Salary.com’s adoption in large organizations and on a global basis
  • Kenexa expects the transaction will have a positive impact on its non-GAAP operating results

Kenexa’s management will provide additional, updated financial guidance that includes the expected contribution from Salary.com on its third quarter 2010 financial results conference call, assuming the acquisition has closed in advance.

Upon completion of the Salary.com acquisition, Kenexa’s non-GAAP results will exclude stock-based compensation expense and amortization of intangibles associated with acquisitions as they have in the past, in addition to non-recurring professional fees associated with completing the transaction and the purchase accounting reduction to Salary.com’s deferred revenue.

Salary.com’s interim chief executive officer, Paul Daoust, said, “Over the last several quarters, Salary.com has executed an aggressive restructuring plan to enable the company to focus on our core businesses and areas of competitive advantage. We believe Salary.com’s acquisition by Kenexa will enable us to capitalize on our market leading software and data in compensation, talent management and consumer offerings. Salary.com will now have access to a much larger global sales and services organization, greater R&D resources and overall financial strength to provide our customers with confidence that we will be able to meet their needs from a long-term perspective. We believe that the combination of Salary.com and Kenexa will provide a unique, end-to-end value proposition that positions our combined organization very well in front of an eventual improvement in the economy and hiring environment.”

Reiterates Financial Guidance for the Third Quarter 2010

On September 1, 2010, Kenexa’s management reiterated that the Company is on track to meet the financial guidance it previously issued on August 3, 2010. The Company continues to expect revenue to be $45 million to $47 million, and non-GAAP operating income to be $3.4 million to $3.6 million. Assuming an effective tax rate for reporting purposes of approximately 20% and approximately 23.2 million shares outstanding, Kenexa expects its non-GAAP net income per diluted share to be $0.12 to $0.13.

Conference Call Information

Kenexa will host a conference call today, September 1, 2010, at 8:00am (Eastern Time) to discuss the acquisition. To access this call, dial 877-407-9039 (domestic) or 201-689-8470 (international). A replay of this conference call will be available through September 8, 2010, at 877-660-6853 (domestic) or 201-612-7415 (international). The replay account number is 3055 and the passcode is 356459. A live webcast of this conference call will be available on the “Investor Relations” page of the Company’s Web site, (www.kenexa.com) and a replay will be archived on the Web site as well.

Special Note

The planned tender offer described in this release has not yet commenced. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Kenexa will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and Salary.com will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to Salary.com’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 that are not limited to historical facts, but reflect Kenexa’s and Salary.com’s current beliefs, expectations or intentions regarding future events. No assurance can be given that the acquisition of Salary.com by Kenexa will be completed, that completion will not be delayed, or that Kenexa will realize the anticipated benefits of the transaction. Risks could include the parties’ expectations with respect to the synergies, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of Kenexa and Salary.com; the plans, objectives, expectations and intentions with respect to future operations and services of Kenexa and Salary.com; any necessary approval of the proposed transaction by stockholders and by governmental regulatory authorities; the satisfaction of the closing conditions to the proposed transaction; the timing of the completion of the proposed transaction; the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive any required stockholder or regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that the expected synergies will not be realized, or will not be realized within the expected time period; the impact of labor relations, global economic conditions, competitive actions taken by other companies, natural disasters, difficulties in integrating the two companies, or regulatory matters. Kenexa and Salary.com caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Kenexa’s and Salary.com’s most recently filed annual reports on Form 10-K, subsequent quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning Kenexa, Salary.com, the proposed transaction or other matters and attributable to Kenexa or Salary.com or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Kenexa nor Salary.com undertakes any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

About Kenexa

Kenexa® provides business solutions for human resources. We help global organizations multiply business success by identifying the best individuals for every job and fostering optimal work environments for every organization. For more than 20 years, Kenexa has studied human behavior and team dynamics in the workplace, and has developed the software solutions, business processes and expert consulting that help organizations impact positive business outcomes through HR. Kenexa is the only company that offers a comprehensive suite of unified products and services that support the entire employee lifecycle from pre-hire to exit. Additional information about Kenexa and its global products and services can be accessed at www.kenexa.com.

About Salary.com

Salary.com is a leading provider of on-demand compensation and talent management solutions. Salary.com’s highly configurable software applications and proprietary content help executives, line managers and compensation professionals automate, streamline and optimize critical talent management processes including: market pricing, compensation planning, performance management, competency management, and succession planning. Built with compensation and competency data at the core, Salary.com solutions provide businesses of all sizes with the most productive and cost-effective way to manage and inspire their most important asset — their people. For more information, visit www.Salary.com.

Note to editors: Kenexa is a registered trademark of Kenexa. Other company names, product names and company logos mentioned herein are the trademarks or registered trademarks of their respective owners.

Wednesday, September 1st, 2010 Uncategorized No Comments

Energy Conversion Devices (ENER) Reports Fourth Quarter and Fiscal Year 2010 Financial Results

ROCHESTER HILLS, Mich., Aug. 31, 2010 (GLOBE NEWSWIRE) — Energy Conversion Devices, Inc. (ECD) (Nasdaq:ENER), a leading global provider of thin-film flexible solar laminate products and systems for the building integrated and commercial rooftop markets, today announced financial results for its fourth quarter and fiscal year ended June 30, 2010.

Total consolidated revenues for the quarter were $86.2 million, compared to $51.4 million in the fourth quarter of fiscal 2009, a 68% increase, and $72.4 million in the third quarter of fiscal 2010, a 19% increase. Solar product and system sales for the quarter were $81.3 million, compared to $46.0 million in the same quarter last year, a 77% increase, and $65.1 million in the third quarter of fiscal 2010, a 25% increase.

For the fourth quarter, the company reported a loss of $20.4 million or $0.48 per fully diluted share compared to a net loss of $17.6 million or $0.42 per fully diluted share in the year-ago period. This compares to a net loss of $26.8 million or $0.63 per fully diluted share in the third quarter of fiscal 2010, which excluded a non-cash impairment charge of $358.0 million or $8.46 per share.

The company reported an increase in cash, cash-equivalents and short-term investments of $7.4 million during the quarter, compared to a decrease of $38.3 million in the fourth quarter of fiscal 2009 and a decrease of $19.6 million in the third quarter of fiscal 2010. The company’s total reported cash position at the end of the fiscal year stood at $204.7 million, which includes $11.7 million of restricted cash.

Fourth quarter net results were negatively affected by the following items, which had an aggregate effect of $11.0 million: under-absorption of factory overhead costs of $6.2 million, a restructuring charge of $1.3 million, inventory reserves of $2.4 million and a net foreign currency transaction loss of $1.1 million. In addition, the company recognized a non-cash gain on the early extinguishment of debt of $4.3 million due to the exchange of $23 million par value of the company’s outstanding convertible notes for common stock. The net impact of these items was an increase of the quarter’s net loss by $6.7 million, or $0.16 per fully diluted share.

Mark Morelli, ECD’s President and Chief Executive Officer said, “Our fourth quarter results demonstrate solid progress. We have expanded shipments, reduced inventory, improved cash flow and increased revenue on a sequential basis. We remain aggressively focused on improving sales and margins and bringing our overall costs down. Our demand creation activities continue to gain traction as we have added 150 megawatts to our project pipeline.”

For the fiscal year ended June 30, 2010, total consolidated revenues were $254.4 million compared to $316.3 million in the prior year. Solar product and system sales were $230.2 million for fiscal 2010 compared to solar product sales of $295.0 million in the prior year. Net loss for fiscal year 2010 was $456.0 million or $10.72 per fully diluted share versus net income of $8.5 million or $0.20 per fully diluted share in the year-ago period, as adjusted due to the implementation of FASB ASC 470-20. Fiscal year 2010’s net loss was impacted by several items including non-cash impairment charges of $359.2 million, restructuring charges of $4.7 million, transaction costs from the acquisition of Solar Integrated Technologies of $3.0 million, non-cash losses on asset disposals of $1.1 million, net foreign currency transaction losses of $2.4 million and the $4.3 million non-cash gain on the early extinguishment of debt described above. When taken collectively, these items increased fiscal year 2010’s net loss by $366.1 million or $8.61 per share.

The company also provided guidance for fiscal year 2011 as follows:

Q1′11 FY 2011
Shipments (MW) 28-33 120-140
Production (MW) ~33 120-140
Consolidated Revenue ($M) 63-68 280-330
Consolidated Gross Margin (%) 15-18% 15-18%
SG&A and R&D Expense ($M) ~19 75-80
Interest Expense ($M) ~7 ~28
Restructuring Charges ($M) 1-2 2-5
Other Operating Expense ($M) ~2 2-5
Capital Expenditures ($M) 7-8 30-35

Morelli added, “We expect to grow our business substantially in fiscal 2011, although our quarterly results may show unevenness due to project timing uncertainties and the relative growth in our systems business, for which revenue recognition can be delayed by several quarters following initial product shipments. For example, we expect to nearly double shipments year over year in the first quarter, but will not recognize the revenue for many of these shipments until later in the fiscal year. As a greater proportion of our business is generated from projects, we will see continued revenue growth, enhanced system-derived margin, and increased visibility moving forward.”

“Building on our improvement in fiscal 2010, I am confident that we are achieving operating cash flow breakeven, as we begin realizing the benefits of our recent cost reduction activities, which in concert with increased production, will lead to a dramatic improvement in our cost per watt as the year progresses. We are also establishing the foundation to achieve sustainable profitability by running our factories at or above nameplate capacity, taking additional cost out of our business, launching new and innovative products, growing our systems business, and following our technology roadmap,” concluded Morelli.

Conference Call / Webcast Details

Management of Energy Conversion Devices will review these financial results on a conference call on Tuesday, August 31, 2010, at 10:00 a.m. ET. To participate in the conference call, please dial (877) 858-2512 or (706) 634-6076 (international) at least 10 minutes prior to the start of the call. Callers will need to reference conference ID number 95081245.The conference call will be webcast live over the Internet and can be accessed in the Investor Relations – Events section of the company’s website at www.energyconversiondevices.com.

An audio replay of the call will be available approximately two hours after the conclusion of the call. The replay will remain available until 11:59 p.m. EDT September 2, 2010 and can be accessed by dialing (800) 642-1687 or (706) 645-9291 (international) and entering conference ID number 95081245. The webcast will also be archived on the Company’s website.

About Energy Conversion Devices

Energy Conversion Devices is a leading global provider of thin-film flexible solar laminate products and systems for the building integrated and commercial rooftop markets. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to energy using proprietary technology. ECD’s UNI-SOLAR® brand products are unique because of their flexibility, light weight, ease of installation, durability, and real-world efficiency. Through its Solar Integrated Technologies business, the company also designs, manufactures and installs rooftop photovoltaic systems which enable customers to transform unused space on the rooftop into a value-generating asset. In addition, ECD’s Ovonic Materials Division is the pioneer in NiMH battery technology, and is developing low cost fuel cells, hydrogen production from bioreformation, and hydrogen storage technologies. For more information, please visit www.energyconversiondevices.com.

This release may contain forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Risks that could cause such results to differ include: our ability to maintain our customer relationships; the worldwide demand for electricity and the market for solar energy; the supply and price of components and raw materials for our products; and our customers’ ability to access the capital needed to finance the purchase of our product. The risk factors identified in the ECD filings with the Securities and Exchange Commission, including the company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q, could impact any forward-looking statements contained in this release. Energy Conversion Devices, Inc. assumes no responsibility to update any forward-looking statements contained herein.

ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Quarter Ended June 30, Year Ended June 30,
2010 2009(1) 2010 2009(1)
Revenues
Product sales $ 66,889 $ 46,014 $ 200,451 $ 294,992
System sales 14,362 29,781
Royalties 1,852 1,991 7,984 6,355
Revenues from product development agreements 2,187 3,094 11,765 13,409
License and other revenues 864 316 4,435 1,537
Total Revenues 86,154 51,415 254,416 316,293
Expenses
Cost of product sales 67,756 41,028 203,510 208,375
Cost of system sales 13,645 33,087
Cost of revenues from product development agreements 1,775 2,533 9,399 9,507
Product development and research 2,530 2,418 11,347 8,986
Preproduction costs 223 276 305 5,409
Selling, general and administrative 16,645 14,915 66,797 58,902
Net (gain) loss on disposal of property, plant and equipment (188) 1,610 1,108 2,287
Impairment loss 359,228
Restructuring charges 1,276 1,657 4,736 2,231
Total Expenses 103,662 64,437 689,517 295,697
Operating (Loss) Income (17,508) (13,022) (435,101) 20,596
Other Income (Expense)
Interest income 371 443 1,331 5,226
Interest expense (6,740) (4,778) (27,510) (14,682)
Gain on debt extinguishment 4,294 4,294
Distribution from joint venture 1,309
Other nonoperating income (expense), net (988) 437 (2,321) (1,118)
Total Other Income (Expense) (3,063) (3,898) (22,897) (10,574)
(Loss) Income before Income Taxes and Equity Loss (20,571) (16,920) (457,998) 10,022
Income tax (benefit) expense (293) 653 (2,248) 1,475
(Loss) Income before Equity Loss (20,278) (17,573) (455,750) 8,547
Equity loss (74) (259)
Net (Loss) Income (20,352) (17,573) (456,009) 8,547
Net Loss Attributable to Noncontrolling Interest (73) (113)
Net (Loss) Income Attributable to ECD Shareholders $ (20,279) $ (17,573) $  (455,896) $ 8,547
Earnings (Loss) Per Share $ (0.48) $   (0.42) $   (10.72) $ 0.20
Diluted Earnings (Loss) Per Share $ (0.48) $   (0.41) $  (10.72) $ 0.20
Basic weighted average shares outstanding 42,544 42,314 42,533 42,277
Diluted weighted average shares outstanding 42,544 42,355 42,533 42,711
(1) As adjusted due to implementation of FASB ASC 470-20 (See Note 1 of our most recent 10-K).
ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30,
2010 2009 (1)
ASSETS
Current Assets:
Cash and cash equivalents $   79,158 $   56,379
Short-term investments 113,771 245,182
Accounts receivable, net 72,021 69,382
Inventories, net 61,495 74,266
Other current assets 27,237 4,897
Total Current Assets 353,682 450,106
Property, Plant and Equipment, net 301,056 614,330
Other Assets:
Restricted cash 11,749
Lease receivable, net 10,854
Other assets 10,980 11,661
Total Other Assets 33,583 11,661
Total Assets $  688,321 $ 1,076,097
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 56,035 $ 50,238
Current portion of warranty liability 12,125 5,917
Other current liabilities 9,130 3,506
Total Current Liabilities 77,290 59,661
Long-Term Liabilities:
Convertible senior notes 243,654 247,974
Capital lease obligations 20,296 21,412
Warranty liability 29,210
Other liabilities 19,872 9,701
Total Long-Term Liabilities 313,032 279,087
Commitments and Contingencies (Note 15)
Stockholders’ Equity
Common stock, $0.01 par value, 100 million shares authorized, 48,554,812

and  45,754,652 issued at June 30, 2010 and 2009, respectively

486 458
Additional paid-in capital 1,074,410 1,055,705
Treasury stock (700) (700)
Accumulated deficit (772,514) (316,618)
Accumulated other comprehensive loss, net (3,570) (1,496)
Total ECD stockholders’ equity 298,112 737,349
Accumulated deficit – noncontrolling interest (113)
Total Stockholders’ Equity 297,999 737,349
Total Liabilities and Stockholders’ Equity $ 688,321 $ 1,076,097
(1) As adjusted due to implementation of FASB ASC 470-20 (See Note 1 of our most recent 10-K).
ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended June 30,
2010 2009(1) 2008
Cash flows from operating activities:
Net (loss) income $ (456,009) $ 8,547 $ 3,853
Adjustments to reconcile net (loss) income to net cash (used in) provided by

operating activities:

Impairment loss 359,228
Depreciation and amortization 32,708 33,605 21,917
Amortization of debt discount and deferred financing fees 15,991 14,672
Share-based compensation 4,428 5,273 2,010
Gain on debt extinguishment (4,294)
Other-than-temporary impairment of investment 1,002
Net loss on disposal of property, plant and equipment 1,258 2,287 1,116
Equity loss 259
Other (180) (597) 1,649
Changes in operating assets and liabilities, net of foreign exchange:
Accounts receivable (8,538) (17,376) (16,947)
Inventories 35,283 (43,054) 7,582
Other assets (8,634) (7,054) (1,168)
Accounts payable and accrued expenses (7,201) 13,714 8,298
Other liabilities 1,525 70 200
Net cash (used in) provided by operating activities (34,176) 11,089 28,510
Cash flows from investing activities:
Purchases of property, plant and equipment (31,992) (242,257) (117,335)
Acquisition of business, net of cash acquired (2,088)
Investment in joint ventures (1,000)
Purchases of investments (102,657) (203,355) (62,250)
Proceeds from maturities of investments 202,209 3,400 22,591
Proceeds from sale of investments 29,671 2,750 115,038
Proceeds from sale of property, plant and equipment 48 288
Development loans (14,155)
Increase in restricted cash (10,186)
Net cash provided by (used in) investing activities 70,850 (440,462) (41,668)
Cash flows from financing activities:
Proceeds from convertible senior notes 306,762
Payments for deferred financing costs (1,258)
Proceeds from common stock issuance 98,998
Principal payments under capitalized lease obligations and other debt (1,549) (1,054) (1,144)
Repayment of revolving credit facility (5,705)
Repayment of convertible notes (8,000)
Increase in long-term customer deposits 680
Decrease in restricted investments (273)
Proceeds from sale of stock and share-based compensation, net of expenses 1,966 13,482
Net cash (used in) provided by financing activities (15,254) 912 417,247
Effect of exchange rate changes on cash and cash equivalents 1,359 348 (367)
Net increase (decrease) in cash and cash equivalents 22,779 (428,113) 403,722
Cash and cash equivalents at beginning of period 56,379 484,492 80,770
Cash and cash equivalents at end of period $ 79,158 $ 56,379 $ 484,492
(1) As adjusted due to implementation of FASB ASC 470-20 (See Note 1 of our most recent 10-K).
ENERGY CONVERSION DEVICES, INC. and SUBSIDIARIES
RECONCILIATION OF GAAP MEASURES to NON-GAAP MEASURES (Unaudited)
(In thousands, except per share data)
Three Months Ended March 31, 2010 Year ended June 30, 2010
Net Loss EPS Net Loss EPS
Net Loss Attributable to ECD Shareholders $ (384,846) $ (9.10) $ (455,896) $ (10.72)
Less: Impairment Loss 357,975 8.46 359,228 8.45
Net Loss Attributable to ECD Shareholders $ (26,871) $ (0.64) $ (96,668) $ (2.27)
Tuesday, August 31st, 2010 Uncategorized No Comments

pSivida (PSDV) Announces Iluvien® Receives FDA Priority Review for Treatment of Diabetic Macular Edema

WATERTOWN, Mass.–(BUSINESS WIRE)–pSivida Corp. (NASDAQ:PSDVNews) (ASX:PVANews), a leader in the development of sustained release back of the eye drug delivery systems for difficult-to-treat conditions, today announced that its licensee, Alimera Sciences (NASDAQ:ALIMNews) has been notified that the U.S. Food and Drug Administration (FDA) has granted Priority Review status for the New Drug Application (NDA) filed for Iluvien for the treatment diabetic macular edema (DME).

FDA Priority Review status is given to therapies that offer major advances in treatment, or provide a treatment where no adequate therapy exists. This status reduces the review time goal from 10 months to six months.

Dr. Paul Ashton, President and CEO of pSivida said, “With priority review a response from the FDA regarding Iluvien could be received in the fourth quarter of this year. Approval of Iluvien would trigger a $25 million milestone payment to pSivida from Alimera. Under the license agreement pSivida is also to receive 20 percent of net profits on sales by Alimera.”

The news regarding priority review follows the submission last month of the Marketing Authorization Application to the Medicines and Healthcare products Regulatory Agency in the United Kingdom. Applications have also been submitted to regulatory agencies in Austria, France, Germany, Italy, Portugal and Spain. Filing in Canada is expected to take place in September. pSivida has joint ownership and reference rights to these regulatory filings.

pSivida continues to work to develop new products for the sustained release of drugs and proteins based on its existing and new technologies. Additionally, Pfizer and pSivida are collaborating to develop ophthalmic products based on pSivida technology. While the Company remains primarily focused in ophthalmology, pSivida is exploring other therapeutic areas.

About pSivida Corp.

pSivida Corp. is a world leader in the development of tiny, sustained release, drug delivery products and technologies that are administered by implantation, insertion or injection. The Company uses these systems to develop treatments for serious, unmet, medical needs. pSivida’s intellectual property portfolio consists of over 50 patent families, more than 100 granted patents, including patents accepted for issuance, and more than 150 patent applications. pSivida conducts its operations from Boston in the United States and Malvern in the United Kingdom.

SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking, and are inherently subject to risks, uncertainties and potentially inaccurate assumptions. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements: maintaining collaboration agreements with Alimera and Pfizer; modifications of existing terms of collaboration agreements with Alimera and Pfizer; achievement of milestones and other contingent contractual events; ability to prove safety and efficacy of, and achieve regulatory approvals for, and successfully commercialize Iluvien, BrachySil and other products;; ability to raise capital; ability to achieve profitability; ability to derive revenues from Retisert; ability to develop new products; impairment of intangibles; fluctuations in the fair values of certain outstanding warrants; fluctuations in operating results; termination of license agreements; ability to obtain partners to develop and market products; competition; extent of third-party reimbursement for products; product liability; ability to protect intellectual property or infringement of others’ intellectual property; retention of key personnel; consolidation in the pharmaceutical and biotechnology industries; compliance with laws; maintaining effective internal control over financial reporting; manufacturing risks; risks and costs of international business operations; volatility of stock price; possible dilution through exercise of outstanding warrants and stock options or future stock issuances; possible influence by Pfizer; ability to pay any registration penalties; and other factors described in our filings with the Securities and Exchange Commission. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Our forward-looking statements speak only as of the dates on which they are made. We do not undertake any obligation to publicly update or revise our forward-looking statements even if experience or future changes makes it clear that any projected results expressed or implied in such statements will not be realized.

Tuesday, August 31st, 2010 Uncategorized No Comments

iCAD (ICAD) to Ring Nasdaq Closing Bell in Recognition of Prostate Cancer Awareness Month

NASHUA, N.H., Aug. 31 /PRNewswire/ — iCAD, Inc. (Nasdaq:ICADNews), an industry-leading provider of advanced image analysis and workflow solutions for the early identification of cancer, today announced that the executive management team, including President and CEO Ken Ferry, will ring the closing bell at the NASDAQ MarketSite in New York City’s Times Square on September 2, 2010 at 4:00 PM ET in recognition of Prostate Cancer Awareness month.  Faina Shtern, MD, President and CEO of Admetech, a nonprofit organization dedicated to ending the prostate cancer crisis by supporting the development of accurate diagnostic tools for early detection and minimally-invasive treatment, will also be in attendance along with other physicians and prostate cancer survivors.

To view the multimedia assets associated with this release, please click: http://multivu.prnewswire.com/mnr/icad/45942/

(Photo: http://photos.prnewswire.com/prnh/20100831/MM57178 )

(Photo: http://www.newscom.com/cgi-bin/prnh/20100831/MM57178 )

“I am honored to ring the NASDAQ closing bell, and pleased to be provided the opportunity to raise awareness about prostate cancer,” said Ken Ferry, President and CEO of iCAD. “Early detection is a first-line defense in the journey towards beating cancer, and iCAD is proud to provide advanced image analysis solutions that help clinicians make a more accurate diagnosis in conjunction with available screening tools.”

One in six men will be affected by prostate cancer over the course of their lifetime, and MRI plays an important role in the accurate diagnosis and treatment decisions facing prostate cancer patients. VividLook®, iCAD’s Prostate MRI advanced image analysis solution, helps radiologists determine malignant from benign tissues and pinpoint tumor location and size. Additionally, VividLook provides enhanced diagnostic information by utilizing data from all available time points, creating colorized image maps based on signal changes defined by tumor physiology. With advanced diagnostic imaging tools, physicians can more accurately determine the extent of the prostate cancer, minimize a patient’s exposure to unnecessary and painful biopsies and provide more detailed information for men who choose active surveillance versus surgical or therapeutic treatment.

About iCAD, Inc.

iCAD, Inc. is an industry-leading provider of advanced image analysis and workflow solutions that enable healthcare professionals to better serve patients by identifying pathologies and pinpointing cancer earlier. iCAD offers a comprehensive range of high-performance, upgradeable Computer-Aided Detection (CAD) systems and workflow solutions for mammography (film-based, digital radiography and computed radiography), Magnetic Resonance Imaging (MRI) and Computed Tomography (CT). Since receiving FDA approval for the Company’s first breast cancer detection product in 2002, more than 3,800 iCAD systems have been placed in healthcare practices worldwide. iCAD’s solutions aid in the early detection of the most prevalent cancers including breast, prostate, colon and in the future lung cancer.  For more information, call (877) iCADnow or visit www.icadmed.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Certain statements contained in this News Release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the risks of uncertainty of patent protection, the impact of supply and manufacturing constraints or difficulties, product market acceptance, possible technological obsolescence, increased competition, customer concentration and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The words “believe”, “demonstrate”, “intend”, “expect”, “estimate”, “anticipate”, “likely”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made. The Company is under no obligation to provide any updates to any information contained in this release.

Tuesday, August 31st, 2010 Uncategorized No Comments

Energy Focus, Inc. (EFOI) Announces an Additional $410,000 in Department of Defense Funding

SOLON, Ohio, Aug. 31, 2010 (GLOBE NEWSWIRE) — Energy Focus, Inc. (Nasdaq:EFOINews), a leader in providing energy efficient lighting solutions, today announced that its research and development team has recently been selected to receive funding on three projects: a Phase I Department of Defense (DoD) Small Business Innovation Research (SBIR) Grant to develop additional LED lighting fixtures based on its proprietary Intellitube(TM) technology for the Naval Air Systems Command (NAVAIR); increased VHESC funding to accelerate the development of advanced coatings; and a grant for the development of advanced optical designs totaling about $410,000.

Roger Buelow, Energy Focus CTO, commented, “We’re especially excited about this additional funding since the work on all three projects directly contributes to the development of our LED Intellitube technology. The result will be products that can offer both significant energy savings and longer life over fluorescent bulb alternatives for commercial as well as military applications. We believe that our award of the Phase I SBIR can be attributed to our success in the $1.4 Million NAVSEA contract and the huge potential of our LED Intellitube technology”

Joseph Kaveski, CEO, Energy Focus, added: “We are pleased to announce the additional $0.4 million in funding landed by Roger and his team. This brings external funding of R&D projects announced in 2010 to $3 Million. We’re especially pleased that the work aligns well with our current efforts to develop our next generation Intellitube energy efficient lighting system.”

About Energy Focus, Inc.

Energy Focus, Inc. is a leading provider of turnkey energy efficient lighting solutions. These solutions provide energy savings, aesthetics, safety and maintenance cost benefits over conventional lighting. Our long-standing relationship with the U.S. Government includes numerous research and development projects for the DOE and DARPA, creating energy efficient LED lighting systems for the U.S. Navy Fleet and the next generation Very High Efficiency Solar Cell. Customers include supermarket chains, the U.S. government, state and local governmental agencies, retail stores, museums, theme parks and casinos, hotels, swimming pool builders and many others. Company headquarters are located in Solon, OH, with additional offices in Nashville, TN, Pleasanton, CA, and the United Kingdom. For more information, see www.energyfocusinc.com.

The Energy Focus, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6633

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding our future business outlook, our products, our solutions, and our work with leading customers including governmental agencies. Investors are cautioned that all forward-looking statements involve risks and uncertainties. Actual results may differ materially from the results predicted. For more information about potential factors that could affect Energy Focus financial results, please refer to the Company’s SEC reports, including its Annual Reports on Form 10-K and its quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.

Tuesday, August 31st, 2010 Uncategorized No Comments

Protalix BioTherapeutics (PLX) to Dual List on Tel Aviv Stock Exchange

CARMIEL, Israel, Aug. 30 /PRNewswire-FirstCall/ — Protalix BioTherapeutics, Inc., (NYSE Amex: PLX), a biopharmaceutical company focused on the development and commercialization of recombinant therapeutic proteins expressed through its proprietary plant cell based expression system, today announced that the Company’s common stock has been approved for listing on the Tel Aviv Stock Exchange in addition to its current listing on the NYSE Amex. Trading of the Company’s common stock on the Tel Aviv Stock Exchange will commence on September 6, 2010. The Company also announced today that, based upon the Company’s current market capitalization, it expects its common stock to be included in the TA-75, TA-100, Tel-Tech, Tel-Tech 15 and Biomed indexes beginning October 10, 2010.

“We decided to have our common stock listed on the Tel Aviv Stock Exchange, in addition to the current listing on the NYSE Amex, after experiencing significant interest regarding our company from Israeli investors.  We believe that the dual listing will result in a larger, more diverse group of investors in our shares,” said David Aviezer, Ph.D., Protalix’s President and Chief Executive Officer. “We expect that the listing on the Tel Aviv Stock Exchange will result in increased investor interest in our shares without affecting the rules and regulations of the U.S. Securities and Exchange Commission and the NYSE Amex to which we are currently subject.”

“We are very pleased to welcome Protalix to the Tel Aviv Stock Exchange,” said Ester Levanon, CEO of the Tel Aviv Stock Exchange.  ”The TASE is home to Israel’s most innovative companies among them over 50 biotechnology companies and 51 dual-listed companies.  The listing of Protalix, a leading company in the biotechnology sector, reflects the international leading position of the Tel Aviv Stock Exchange in the Hi-Tech and biotech industries”

The Company will continue to be subject to the rules and regulations of the NYSE Amex and the U.S. Securities and Exchange Commission.   Dual listing on the Tel Aviv Stock Exchange is allowed under Israeli law without any additional regulatory requirements for companies whose shares are listed on certain exchanges outside of Israel, including the NYSE Amex.

Trading on the Tel Aviv Stock Exchange occurs Sunday through Thursday from 9:45 am to 4:30 pm Israel time, except on trading holidays recognized by the Tel Aviv Stock Exchange.   The TASE Clearing House is electronically linked to the Depository Trust Company, a subsidiary of the Depository Trust & Clearing Corporation, to automate the cross-border settlement of shares listed on both the TASE and a U.S. stock exchange.

ABOUT PROTALIX

Protalix is a biopharmaceutical company focused on the development and commercialization of recombinant therapeutic proteins expressed through its proprietary plant cell based expression system.  Protalix’s ProCellEx (TM) presents a proprietary method for the expression of recombinant proteins that Protalix believes will allow for the cost-effective, industrial-scale production of recombinant therapeutic proteins in an environment free of mammalian components and viruses. Protalix is also advancing additional recombinant biopharmaceutical drug development programs.  Taliglucerase alfa is an enzyme replacement therapy in development under a Special Protocol Assessment with the FDA for Gaucher disease.  Protalix’s new drug application (NDA) for taliglucerase alfa has been accepted by the U.S. Food and Drug Administration (FDA) and granted a Prescription Drug User Fee Act (PDUFA) action date of February 25, 2011.   For more information on Protalix, visit http://www.protalix.com.

Safe Harbor Statement

To the extent that statements in this press release are not strictly historical, all such statements are forward-looking, and are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements, including statements relating to the perceived effects of dual listing on the market for our common stock, are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made.  These statements are based on our current beliefs and expectations as to such future outcomes.  Factors that might cause material differences include, among others, risks relating to the trading of our common stock on the Tel Aviv Stock Exchange or the NYSE Amex, risks relating to our continued compliance with the rules of the Tel Aviv Stock Exchange and the NYSE Amex and other factors described in our filings with the U.S. Securities and Exchange Commission.  The statements in this release are valid only as of the date hereof and we disclaim any obligation to update this information.

Monday, August 30th, 2010 Uncategorized No Comments