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Ross Stores (ROST) Reports Record Fourth Quarter and Fiscal Year 2009 Earnings (PRN)
PLEASANTON, Calif., March 18 /PRNewswire-FirstCall/ — Ross Stores, Inc. (Nasdaq: ROST) today reported earnings per share for the 13 weeks ended January 30, 2010 of $1.16, up 53% from $.76 for the 13 weeks ended January 31, 2009. Net earnings for the 13 weeks ended January 30, 2010 grew to a record $142.9 million, up 47% from $97.4 million for the 13 weeks ended January 31, 2009. Sales for the fourth quarter ended January 30, 2010 grew 14% to $1.980 billion, with comparable store sales up 10% over the prior year.
For the 52 weeks ended January 30, 2010, earnings per share grew 52% to $3.54, up from $2.33 for the 52 weeks ended January 31, 2009. Net earnings for the 2009 fiscal year ended January 30, 2010 grew 45% to a record $442.8 million, from $305.4 million for the 2008 fiscal year ended January 31, 2009. Sales for the 2009 fiscal year increased 11% to $7.184 billion, with comparable store sales up 6% on top of a 2% gain in the prior year.
Michael Balmuth, Vice Chairman and Chief Executive Officer, commented, “We are exceptionally pleased with our outstanding sales and earnings results for the fourth quarter and full year. During one of the most challenging economic and retail environments, we not only generated stronger-than-planned revenues, but did so with record merchandise gross margins that drove double digit operating profits as a percent of sales. The best performing merchandise categories for both the quarter and the year were Shoes, Dresses and Home, while geographic trends were broadbased, with all regions posting healthy comparable store sales gains for both periods.”
Mr. Balmuth continued, “Earnings before interest and taxes for the 2009 fourth quarter grew about 260 basis points to 11.7% of sales, up from 9.1% in the prior year period. This higher profit margin was mainly due to a 230 basis point improvement in cost of goods sold along with a 30 basis point decline in selling, general and administrative costs. For the 2009 fiscal year, operating margin increased about 250 basis points over the prior year to 10.1% of sales, driven by a 230 basis point decline in cost of goods sold combined with a 20 basis point reduction in selling, general and administrative expenses. Key drivers of our improved profitability for both the fourth quarter and the year were much higher merchandise gross margin, lower shortage costs and leverage on operating expenses from the strong gains in same store sales.”
“Healthy operating cash flows during the year continued to provide the resources to make capital investments in new store growth and infrastructure and fund our ongoing stock repurchase and dividend programs. During 2009, we repurchased a total of 7.4 million shares of common stock for an aggregate purchase price of $300 million, completing the two-year $600 million stock repurchase program announced in early 2008. In January 2010, our Board of Directors approved a new two-year $750 million stock repurchase program along with a 45% increase in our quarterly cash dividend to $.16 per common share. These actions reflect our confidence in the Company’s ongoing ability to generate healthy amounts of excess cash and our commitment to enhancing stockholder returns,” Mr. Balmuth said.
Looking ahead to 2010, Mr. Balmuth commented, “Our past results demonstrate that we can deliver consistent growth in both healthy and challenging economic climates if we execute our strategies well. This long-term record gives us the confidence to project strong cash flows from additional increases in both comparable store sales and earnings per share during 2010 and beyond.”
The Company will host a conference call on Thursday, March 18, 2010 at 11:00 a.m. Eastern time to provide additional details concerning the fourth quarter and fiscal year 2009 results and management’s outlook and plans for 2010. A real time audio webcast of the conference call will be available in the Investors section of the Company’s website, located at www.rossstores.com. An audio playback will be available at 706-645-9291, ID #55962140 until 8:00 p.m. Eastern time on March 25, 2010, as well as at the Company’s website address.
Forward-Looking Statements: This press release and the recorded conference call on our corporate website contain forward-looking statements regarding expected sales and earnings levels in future periods that are subject to risks and uncertainties which could cause our actual results to differ materially from management’s current expectations. The words “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “looking ahead” and similar expressions identify forward-looking statements. Risk factors for Ross Dress for Less® (”Ross”) and dd’s DISCOUNTS® include without limitation, competitive pressures in the apparel or home-related merchandise industry; changes in the level of consumer spending on or preferences for apparel or home-related merchandise, including the potential impact from the macro-economic environment, uncertainty in financial and credit markets, and changes in geopolitical conditions; unseasonable weather trends; disruptions in supply chain; lower than planned gross margin, including higher than planned markdowns and higher than expected inventory shortage; greater than planned operating costs; our ability to continue to purchase attractive brand-name merchandise at desirable discounts; our ability to attract and retain personnel with the retail talent necessary to execute our strategies; our ability to effectively operate our various supply chain, core merchandising and other information systems; our ability to improve our merchandising capabilities through the recent implementation of new processes and systems enhancements; achieving and maintaining targeted levels of productivity and efficiency in our distribution centers; and obtaining acceptable new store locations. Other risk factors are detailed in our SEC filings including, without limitation, the Form 10-K for fiscal 2008, Form 10-Qs for fiscal 2009 and Form 8-Ks for fiscal 2009 and 2010. The factors underlying our forecasts are dynamic and subject to change. As a result, our forecasts speak only as of the date they are given and do not necessarily reflect our outlook at any other point in time. We do not undertake to update or revise these forward-looking statements.
Ross Stores, Inc., an S&P 500, Fortune 500 and Nasdaq 100 (ROST) company headquartered in Pleasanton, California, is the nation’s second largest off-price retailer with fiscal 2009 revenues of $7.2 billion. As of February 27, 2010 the Company operated 953 Ross Dress for Less® (”Ross”) stores and 54 dd’s DISCOUNTS® locations, compared to 904 Ross and 53 dd’s DISCOUNTS locations at the end of the same period last year. Ross offers first-quality, in-season, name brand and designer apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20 to 60 percent off department and specialty store regular prices. dd’s DISCOUNTS features a more moderately-priced assortment of first-quality, in-season, name brand apparel, accessories, footwear and home fashions for the entire family at everyday savings of 20 to 70 percent off moderate department and discount store regular prices. Additional information is available at www.rossstores.com.
Ross Stores, Inc.
Condensed Consolidated Statements of Earnings
Three Months Ended Twelve Months Ended
January 30, January 31, January 30, January 31,
($000, except stores and
per share data, unaudited) 2010 2009 2010 2009
Sales $ 1,979,839 $1,734,112 $ 7,184,213 $6,486,139
Costs and Expenses
Costs of goods sold 1,462,581 1,321,346 5,327,278 4,956,576
Selling, general and
administrative 286,114 255,312 1,130,813 1,034,357
Interest expense (income),
net 2,604 2,531 7,593 (157)
Total costs and
expenses 1,751,299 1,579,189 6,465,684 5,990,776
Earnings before taxes 228,540 154,923 718,529 495,363
Provision for taxes on
earnings 85,657 57,536 275,772 189,922
Net earnings $ 142,883 $ 97,387 $ 442,757 $ 305,441
Earnings per share
Basic $ 1.18 $ 0.77 $ 3.60 $ 2.36
Diluted $ 1.16 $ 0.76 $ 3.54 $ 2.33
Weighted average shares
outstanding (000)
Basic 121,013 126,580 122,887 129,235
Diluted 123,355 128,175 125,014 131,315
Dividends
Cash dividends declared
per share $ 0.270 $ 0.205 $ 0.490 $ 0.395
Stores open at end of
period 1,005 956 1,005 956
Ross Stores, Inc.
Condensed Consolidated Balance Sheets
January 30, January 31,
($000, unaudited) 2010 2009
Assets
Current Assets
Cash and cash equivalents $ 768,343 $ 321,355
Short-term investments 1,754 798
Accounts receivable 44,234 41,170
Merchandise inventory 872,498 881,058
Prepaid expenses and other 58,618 55,241
Deferred income taxes - 14,093
Total current assets 1,745,447 1,313,715
Property and equipment, net 942,999 951,656
Long-term investments 16,848 38,014
Other long-term assets 63,339 52,126
Total assets $ 2,768,633 $2,355,511
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable $ 658,299 $ 536,745
Accrued expenses and other 259,582 238,516
Accrued payroll and benefits 218,234 170,878
Income taxes payable 51,505 9,120
Deferred income taxes 2,894 -
Total current liabilities 1,190,514 955,259
Long-term debt 150,000 150,000
Other long-term liabilities 174,543 156,726
Deferred income taxes 96,283 97,157
Commitments and contingencies
Stockholders’ Equity 1,157,293 996,369
Total liabilities and stockholders’ equity $ 2,768,633 $2,355,511
Ross Stores, Inc.
Condensed Consolidated Statements of Cash Flows
Twelve Months Ended
January 30, January 31,
($000, unaudited) 2010 2009
Cash Flows From Operating Activities
Net earnings $ 442,757 $ 305,441
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 159,043 141,802
Stock-based compensation 25,746 22,575
Deferred income taxes 16,113 23,804
Tax benefit from equity issuance 8,582 8,532
Excess tax benefit from stock-based compensation (7,291) (5,973)
Change in assets and liabilities:
Merchandise inventory 8,560 144,237
Other current assets (6,441) (6,089)
Accounts payable 115,893 (101,682)
Other current liabilities 118,980 43,249
Other long-term, net 6,442 7,543
Net cash provided by operating activities 888,384 583,439
Cash Flows From Investing Activities
Additions to property and equipment (158,487) (224,418)
Proceeds from sales of property and equipment 10 117
Purchases of investments (2,904) (36,984)
Proceeds from investments 24,548 42,522
Net cash used in investing activities (136,833) (218,763)
Cash Flows From Financing Activities
Excess tax benefit from stock-based compensation 7,291 5,973
Issuance of common stock related to stock plans 49,393 47,873
Treasury stock purchased (6,045) (4,909)
Repurchase of common stock (300,000) (300,000)
Dividends paid (55,202) (49,838)
Net cash used in financing activities (304,563) (300,901)
Net increase in cash and cash equivalents 446,988 63,775
Cash and cash equivalents:
Beginning of year 321,355 257,580
End of year $ 768,343 $ 321,355
Supplemental Cash Flow Disclosures
Interest paid $ 9,668 $ 9,676
Income taxes paid $ 201,232 $ 167,478
Non-Cash Investing Activities
Increase (decrease) in fair value of investment
securities $ 1,435 $ (2,514)
Document Security Systems, Inc. (DMC) Awarded New European and Canadian Digital Prism Technology Patents
ROCHESTER, N.Y., March 17 /PRNewswire-FirstCall/ — Document Security Systems, Inc. (NYSE Amex: DMC; “DSS”), a world leader in the development and manufacturing of products and packaging containing optical deterrent and authentication technologies that help prevent counterfeiting and brand fraud from the use of desktop scanners and copiers, is pleased to announce today that it has been issued nine new patents covering seven European Countries and Canada.
All patents are associated with DSS’s new digital “Prism” authentication and anti-counterfeiting technology which was recently highlighted as a “Covert security technology for plastic smart cards” on page 39 of a comprehensive industry white paper by Imperial Capital entitled, “Anti-Counterfeiting & Brand Protection. A copy of the white paper may be found here: http://www.imperialcapital.com/rpt/Industry/user/f554d9e1.PDF.
In addition to “Smart Cards,” Prism also can protect labels, packaging, documents, currency and vital records.
Michael Caton, Chief Technology Officer of Document Security Systems, Inc., stated, “Based on our testing, Prism technology is the most powerful anti-scanning technology on the market. That’s important because according to the U.S. Secret Service, scanning is the most prevalent method used by counterfeiters. Prism has never been captured by any scanning device regardless of the resolution which makes it 100% effective as an inexpensive authentication technology for all brand owners. The technology is inexpensive since it is easily applied in the traditional or digital print production process and it does not require expensive, slow, hardware and software add-ons like competitors are offering.”
Patrick White, CEO, stated, “I am really proud of the innovation of our engineers and our legal team at Harter Secrest & Emery LLP for their excellent work on our valuable and growing intellectual property portfolio.”
About Document Security Systems, Inc
Document Security Systems is a technology company in the security and protection services sector which develops and manufactures products and packaging containing patented and patent pending optical deterrent technologies that help prevent counterfeiting and brand fraud from the use of the most advanced scanners, copiers and imaging systems in the market. The company owns over 30 different patented and patent-pending technologies and products which protect valuable documents and printed products from counterfeiters and identity thieves. The company has 3 manufacturing facilities which produce secure printing, packaging and plastic ID cards. Document Security Systems’ customers, which include international governments, major corporations and world financial institutions, use its covert and overt technologies to protect a number of applications including, but not limited to, currency, vital records, brand protection, ID Cards, Smart Cards internet commerce, passports, gift certificates and packaging. Document Security Systems’ strategy is to become the world’s leading producer of cutting-edge security technologies for paper, plastic and electronically generated printed assets
More information about Document Security Systems, Inc. and its products and services can be found at http://www.documentsecurity.com/, http://www.plasticprintingprofessionals.com/, http://www.protectedpaper.com/, http://www.dpirochester.com/ and http://www.premiercustompkg.com/.
Safe Harbor Statement
This release contains forward-looking statements regarding expectations for future financial performance, which involve uncertainty and risk. It is possible the Company’s future financial performance may differ from expectations due to a variety of factors including, but not limited to, changes in economic and business conditions in the world, increased competitive activity, achieving sales levels to fulfill revenue expectations, consolidation among its competitors and customers, technology advancements, unexpected costs and charges, adequate funding for plans, changes in interest and foreign exchange rates, regulatory and other approvals and failure to implement all plans, for whatever reason. It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on current conditions; expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein, or disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement.
| For information contact | |
| Jody Janson | |
| Document Security Systems, Inc. | |
| Title: Shareholder Relations | |
| Voice: 585-232-5440 | |
| Email: ir@documentsecurity.com |
FSI (FSII) Receives ORION(R) Single Wafer Cleaning System Order from Major Manufacturer
Mar. 17, 2010 (Business Wire) — FSI International, Inc. (Nasdaq: FSII), a leading manufacturer of wafer cleaning systems used in the fabrication of integrated circuits, announced today that it received an order for an FSI ORION® system with ViPR™ technology from a major semiconductor manufacturer based in Asia. The FSI ORION system will be used for the development and qualification of front-end-of-line (FEOL) cleaning processes in advanced IC manufacturing. After a comparison of competitive alternatives, this customer determined that the FSI ORION ViPR technology was the ideal solution for meeting its anticipated resist stripping requirements. FSI expects to ship this evaluation FSI ORION single wafer cleaning system to this customer during its fiscal 2010 third quarter.
IC manufacturers are finding that the unique closed chamber design of the FSI ORION system permits safe use of aggressive, high-temperature ViPR process technology for all-wet removal of highly implanted photoresist. FSI’s differentiated ViPR technology minimizes material loss and lowers defectivity. The FSI ORION process chamber design, with an integrated spray bar, improves process uniformity, shortens process time, reduces chemical consumption and enhances particle removal.
“With this order we have accomplished a key fiscal 2010 objective to place FSI ORION systems at strategic logic, memory and foundry producers,” said Don Mitchell, FSI chairman and chief executive officer. “We have taken a very deliberate approach in the development of our single wafer cleaning technology, focusing on translating our considerable experience and expertise into a tool that will meet the industry’s advancing surface conditioning requirements,” continued Mitchell.
About FSI
FSI International, Inc. is a global supplier of surface conditioning equipment, technology and support services for microelectronics manufacturing. Using the company’s broad portfolio of cleaning products, which include batch and single-wafer platforms for immersion, spray, vapor and cryokinetic technologies, customers are able to achieve their process performance flexibility and productivity goals. The company’s support services programs provide product and process enhancements to extend the life of installed FSI equipment, enabling worldwide customers to realize a higher return on their capital investment. For more information, visit FSI’s website at http://www.fsi-intl.com.
ABRAXANE (ABII) Meets Primary Endpoint in Phase 3 Trial for Advanced Non-Small Cell Lung Cancer
Mar. 17, 2010 (Business Wire) — Abraxis BioScience, Inc. (NASDAQ:ABII) today announced that its randomized registrational Phase 3 clinical trial comparing ABRAXANE® (protein-bound paclitaxel) with Taxol® (paclitaxel) injection, both in combination with carboplatin, met the study’s primary endpoint by demonstrating that ABRAXANE showed a significant improvement in overall response rate as compared to Taxol, in the first-line treatment of patients with advanced non-small cell lung cancer (NSCLC), as assessed by independent radiologist review.
The Phase 3 trial completed enrollment of 1,052 patients in July 2009 at 102 sites globally and was led by principal investigator Mark Socinski, M.D., at the University of North Carolina Lineberger Comprehensive Cancer Center. It is one of the largest NSCLC clinical studies to be conducted. “This is exciting news for lung cancer patients and has important implications not only in late stage cancer but also in earlier stages of the disease,” Socinski said. The data will be submitted for consideration as a late breaking presentation at the upcoming American Society of Clinical Oncology (ASCO) meeting.
This trial is the subject of a special protocol assessment (SPA) with the FDA, which means that the design, clinical endpoints and statistical analyses of the trial have been previously agreed upon by the FDA. Specifically, the FDA agreed that the demonstration of a statistically superior response rate of the ABRAXANE and carboplatin combination over the Taxol and carboplatin combination would be sufficient to submit a supplemental new drug application (sNDA)(as a 505(b)(2) submission) for approval of ABRAXANE in combination with carboplatin for first line NSCLC.
“NSCLC is the most common form of lung cancer and is very difficult to treat. We are extremely pleased with the data from this Phase 3 combination study that demonstrated superiority of ABRAXANE over Taxol as we seek to bring new treatment options to these patients,” said Patrick Soon-Shiong, M.D., Executive Chairman and founder of Abraxis BioScience. “We anticipate filing an sNDA to the FDA during 2011 for what will be the second indication for ABRAXANE in the U.S.”
NSCLC accounts for approximately 85% of all lung cancer cases. The American Cancer Society (ACS) estimates that approximately 219,440 people will be diagnosed with lung cancer in the United States in 2009, and that approximately 159,000 deaths occur each year due to this cancer.i
About ABRAXANE®
ABRAXANE is a solvent-free chemotherapy treatment option for metastatic breast cancer which was developed using Abraxis BioScience’s proprietary nab® technology platform. This protein-bound chemotherapy agent combines paclitaxel with albumin, a naturally-occurring human protein. By wrapping the albumin around the active drug, ABRAXANE can be administered to patients at higher doses, delivering higher concentrations of paclitaxel to the tumor site than solvent-based paclitaxel. ABRAXANE is currently in various stages of investigation for the treatment of the following cancers: expanded applications for metastatic breast, non-small cell lung, malignant melanoma, pancreatic and gastric.
The U.S. Food and Drug Administration approved ABRAXANE for Injectable Suspension (paclitaxel protein-bound particles for injectable suspension) (albumin-bound) in January 2005 for the treatment of breast cancer after failure of combination chemotherapy for metastatic disease or relapse within six months of adjuvant chemotherapy. Prior therapy should have included an anthracycline unless clinically contraindicated. For the full prescribing information for ABRAXANE please visit www.abraxane.com.
IMPORTANT SAFETY INFORMATION
The use of ABRAXANE has not been studied in patients with hepatic or renal dysfunction. In the randomized controlled trial, patients were excluded for baseline serum bilirubin >1.5 mg/dL or baseline serum creatinine >2 mg/dL.
ABRAXANE can cause fetal harm when administered to a pregnant woman. Women of childbearing potential should be advised to avoid becoming pregnant while receiving treatment with ABRAXANE.
Men should be advised to not father a child while receiving treatment with ABRAXANE.
It is recommended that nursing be discontinued when receiving ABRAXANE therapy.
ABRAXANE contains albumin (human), a derivative of human blood.
Caution should be exercised when administering ABRAXANE concomitantly with known substrates or inhibitors of CYP2C8 and CYP3A4.
ABRAXANE therapy should not be administered to patients with metastatic breast cancer who have baseline neutrophil counts of less than 1,500 cells/mm3. It is recommended that frequent peripheral blood cell counts be performed on all patients receiving ABRAXANE. Patients should not be retreated with subsequent cycles of ABRAXANE until neutrophils recover to a level >1,500 cells/mm3 and platelets recover to a level >100,000 cells/mm3
In the case of severe neutropenia (<500 cells/mm3 for 7 days or more) during a course of ABRAXANE therapy, a dose reduction for subsequent courses is recommended.
Sensory neuropathy occurs frequently with ABRAXANE.
If grade 3 sensory neuropathy develops, treatment should be withheld until resolution to grade 1 or 2 followed by a dose reduction for all subsequent courses of ABRAXANE.
Severe cardiovascular events possibly related to single-agent ABRAXANE occurred in approximately 3% of patients in the randomized trial. These events included chest pain, cardiac arrest, supraventricular tachycardia, edema, thrombosis, pulmonary thromboembolism, pulmonary embolism, and hypertension.
In the randomized metastatic breast cancer study, the most important adverse events included alopecia (90%), neutropenia (all cases 80%; severe 9%), sensory neuropathy (any symptoms 71%; severe 10%), asthenia (any 47%; severe 8%), myalgia/arthralgia (any 44%; severe 8%), anemia (all 33%; severe 1%), infections (24%), nausea (any 30%; severe 3%), vomiting (any 18%; severe 4%), diarrhea (any 27%; severe <1%), and mucositis (any 7%; severe <1%).
Other adverse reactions have included ocular/visual disturbances (any 13%; severe 1%), fluid retention (any 10%; severe 0%), hepatic dysfunction (elevations in bilirubin 7%, alkaline phosphatase 36%, AST [SGOT] 39%), renal dysfunction (any 11%; severe 1%), thrombocytopenia (any 2%; severe <1%), hypersensitivity reactions (any 4%; severe 0%), cardiovascular reactions (severe 3%), and injection site reactions (<1%). During postmarketing surveillance, rare occurrences of severe hypersensitivity reactions have been reported with ABRAXANE.
About Abraxis BioScience, Inc.
Abraxis BioScience is a fully integrated global biotechnology company dedicated to the discovery, development and delivery of next-generation therapeutics and core technologies that offer patients safer and more effective treatments for cancer and other critical illnesses. The company’s portfolio includes chemotherapeutic compound (ABRAXANE®), which is based on the company’s proprietary tumor targeting technology known as the nab® platform. The first FDA approved product to use this nab platform, ABRAXANE, was launched in 2005 for the treatment of metastatic breast cancer and is now approved in 39 countries. The company continues to expand the nab platform through a robust clinical program and deep product pipeline. Abraxis trades on the NASDAQ Global Market under the symbol ABII. For more information about the company and its products, please visit www.abraxisbio.com.
FORWARD-LOOKING STATEMENTS
The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release include statements regarding our expectations, beliefs, hopes, goals, intentions, initiatives or strategies, including statements regarding the clinical development plan, and the timing and scope of clinical studies and trials, for ABRAXANE and the global commercialization of ABRAXANE. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the fact that results from pre-clinical studies may not be predictive of results to be obtained in other pre-clinical studies or future clinical trials; delays in commencement and completion of clinical studies or trials, including slower than anticipated patient enrollment and adverse events occurring during the clinical trials; decisions by regulatory authorities regarding whether and when to approve ABRAXANE or product candidates for various indications as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of ABRAXANE and other products and product candidates; unexpected safety, efficacy or manufacturing issues with respect to ABRAXANE or product candidates; the need for additional data or clinical studies for ABRAXANE or product candidates; regulatory developments (domestic or foreign) involving the company’s manufacturing facilities; the market adoption and demand of ABRAXANE and other products, the costs associated with the ongoing launch of ABRAXANE; research and development associated with the nab® technology platform; the impact of pharmaceutical industry regulation; the impact of competitive products and pricing; the availability and pricing of ingredients used in the manufacture of pharmaceutical products; the ability to successfully manufacture products in a time-sensitive and cost effective manner; the acceptance and demand of new pharmaceutical products; and the impact of patents and other proprietary rights held by competitors and other third parties. Additional relevant information concerning risks can be found in the company’s Annual Report on Form 10-K for the year ended December 31, 2009 and in other documents it has filed with the Securities and Exchange Commission.
The information contained in this press release is as of the date of this release. Abraxis assumes no obligations to update any forward-looking statements contained in this press release as the result of new information or future events or developments.
Optimal Group (OPMR) Enters Into Support Agreement With Management of WowWee Group
MONTREAL, QUEBEC — (Marketwire) — 03/17/10 — Optimal Group Inc. (NASDAQ: OPMR) today announced that it has entered into a support agreement with a corporation established by Richard Yanofsky, President of WowWee Canada Inc., and Peter Yanofsky, President of WowWee USA, Inc., for the purpose of making an offer to acquire, by way of a take-over bid to Optimal Group shareholders, all of the outstanding Class “A” shares of the Company, including shares issuable upon the conversion, exchange or exercise of options and warrants, at a price of US$2.40 per share in cash. WowWee Canada Inc. and WowWee USA, Inc. are wholly-owned subsidiaries of Optimal Group. The offer represents a premium of approximately 50% over the closing price of the Class “A” shares of US$1.60 on the NASDAQ, on March 16, 2010. Under the terms of the support agreement, Optimal Group may solicit, respond to and consider competing third-party proposals until closing of the offer.
As a result of Richard and Peter Yanofsky’s involvement with the offeror, the offer will be an “insider bid” and a going private transaction for purposes of applicable securities laws. Accordingly, the Board of Directors of the Company established a special committee of independent directors to review the terms of the offer and to supervise the preparation of a formal valuation of the Class “A” shares.
The special committee retained PricewaterhouseCoopers LLP as independent valuator to prepare a formal valuation of the Class “A” shares. Based on the information considered and valuation approaches utilized, PricewaterhouseCoopers LLP concluded that the fair market value of the shares was in the range of US$2.01 to US$2.55 per share. The special committee also retained Genuity Capital Markets to act as financial advisor to Optimal Group and the special committee and Ogilvy Renault LLP as legal advisor to the special committee to advise it in connection with the offer. Genuity Capital Markets provided an opinion to the Board of Directors of the Company and to the special committee that, based upon and subject to the analyses, assumptions, qualifications and limitations set out in such opinion, the consideration offered pursuant to the offer is fair, from a financial point of view, to all shareholders of the Company (other than the insiders and related entities making the offer).
The Board of Directors of the Company, after consultation with its legal and financial advisors, and following the receipt and review of recommendations from its special committee, the opinion of its financial advisor as to the fairness of the offer, from a financial point of view, to shareholders of the Company (other than the insiders and related entities making the offer) and the independent formal valuation prepared by PricewaterhouseCoopers, determined that the offer is in the best interests of the Company and is fair, from a financial point of view, to the shareholders of the Company (other than the insiders and related entities making the offer), approved the execution of the support agreement and resolved to recommend that the shareholders of the Company (other than the insiders and related entities making the offer) accept the offer.
The offer will be subject to customary conditions including the valid deposit under the offer of at least 66 2/3% of the outstanding Class “A” shares and the absence of a material adverse effect to the Company and its subsidiaries.
Under the terms of the support agreement, the Company has agreed to pay a termination fee of approximately US$500,000 to the offeror if the support agreement is terminated in certain circumstances.
Under the terms of the support agreement, the Company has retained the ability to solicit, respond to and consider competing acquisition proposals which the Board of Directors of the Company believes, in the exercise of its fiduciary duties, represent, or could reasonably be expected to lead to, a superior proposal, and to terminate the support agreement in the event the Company proposes to enter into any agreement with respect to a superior proposal, subject to the offeror’s right to match or be paid the termination fee.
The take-over bid circular containing the full terms of the offer is expected to be mailed to shareholders on or before March 31, 2010. The full text of the valuation prepared by PricewaterhouseCoopers and the fairness opinion prepared by Genuity Capital Markets, which the shareholders are urged to read in their entirety, will be set forth in the directors’ circular. The offer will remain open for acceptance for a period of not less than 35 days following the mailing of the offer.
In connection with the offer, Neil S. Wechsler, Co-Chairman and Chief Executive Officer, Holden L. Ostrin, Co-Chairman, and Gary S. Wechsler, Chief Financial Officer, of the Company have entered into an agreement with the offeror pursuant to which they or a corporation controlled by them will acquire all of the outstanding shares of Optimal Merchant Services Inc. (formerly Optimal Payments Corp.), a wholly-owned subsidiary of Optimal Group, in partial satisfaction of the severance payments that will become owing to them on closing of the transactions contemplated in the support agreement. These executives have agreed to enter into such agreement with any other person making an offer for the Class “A” shares of the Company.
The offer described in this press release has not yet commenced, and this press release does not constitute an offer to purchase or a solicitation of an offer to sell any securities. At the time the expected tender offer is commenced, the offeror will file a tender offer statement with the U.S. Securities and Exchange Commission and mail and file offer materials as required by Canadian and U.S. laws, and the Company will also file required solicitation/recommendation materials. The tender offer materials will contain important information and shareholders of the Company should read this information carefully before making any decision about the tender offer.
The tender offer materials, certain other offer materials and the solicitation/recommendation materials will be sent to all shareholders of the Company free of charge and will also be available free of charge on the SEC’s website at www.sec.gov and on SEDAR at www.sedar.com.
For information about Optimal Group, please visit the Company’s website at www.optimalgrp.com.
Contacts:
Optimal Group Inc.
Leon P. Garfinkle
Senior Vice President and General Counsel
514-738-8885
leon@optimalgrp.com
www.optimalgrp.com
International Tower Hill Mines Ltd. (THM) Announces CAD 30,000,000 Non-Brokered Equity Financing
VANCOUVER, BRITISH COLUMBIA–(Marketwire – 03/16/10) – International Tower Hill Mines Ltd. (”ITH” or the “Company”) (TSX:ITH – News)(AMEX:THM – News)(Frankfurt:IW9 – News) is pleased to announce a proposed non-brokered financing of up to 5,000,000 common shares of the Company at a price of CAD 6.00 per common share (the “Offering”) in the United States and Canada. The Company will pay a 6% finder’s fee payable in cash and/or common shares on a portion of the Offering.
All common shares issued in the Offering will have a hold period in Canada of four months and a day from the closing of the Offering. All common shares issued in the United States will be subject to resale restrictions under U.S. federal and state securities laws. Completion of the Offering is subject to the Company obtaining all necessary regulatory approvals, including acceptance for filing by the Toronto Stock Exchange and the approval of the NYSE Amex.
The net proceeds from the private placement are anticipated to be used by the Company for the pre-feasibility study on the Livengood Gold project in Alaska and general working capital.
The common shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “U.S. Securities Act”), or any applicable state securities laws, and may not be offered or sold in the United States absent such registration or pursuant to an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common shares, nor shall there be any offer or sale of the common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About International Tower Hill Mines Ltd.
International Tower Hill Mines Ltd. is a resource exploration company, focused in Alaska and Nevada, which controls a number of exploration projects representing a spectrum of early stage to the advanced exploration projects, including the Livengood Gold project.
On behalf of INTERNATIONAL TOWER HILL MINES LTD.
Jeffrey A. Pontius, President and Chief Executive Officer
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 27E of the Exchange Act. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated completion of the Offering and the proposed use of the proceeds of the Offering by the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, risks associated with the timing and pricing of the Offering, completion of the Offering, regulatory approval/acceptance of the Offering, and the use of proceeds from the Offering. Other risks and uncertainties are disclosed in the Company’s annual information form filed with certain Canadian securities commissions and its annual report on Form 40-F filed with the United States Securities and Exchange Commission, and other information released by the Company and filed with the appropriate regulatory agencies. All of the Company’s Canadian public disclosure filings may be accessed via http://www.sedar.com/ and its United States public disclosure filings may be accessed via http://www.sec.gov/, and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.
Innovative Solutions & Support, Inc. (ISSC) Board of Directors Authorizes Stock Repurchase Program
Feb. 16, 2010 (Business Wire) — Innovative Solutions & Support, Inc. (NASDAQ:ISSC) (the “Company”) today announced that the Board of Directors has approved a stock repurchase program pursuant to which the Company may repurchase up to 1 million shares of its common stock. The program will remain in effect until February 10, 2011, unless extended by the Board of Directors. This program replaces the Company’s previous stock repurchase program, which expires as of February 22, 2010.
Geoffrey S. M. Hedrick, Chief Executive Officer of Innovative Solutions & Support, said, “The Board’s repurchase authorization demonstrates our commitment to improve shareholder value. Given the Company’s strong financial position, our Board has encouraged us to opportunistically use this repurchase authorization so long as our stock remains at a level they believe is significantly below our intrinsic value.”
Under the repurchase program, the Company may purchase shares of its common stock through open market transactions or in privately negotiated block purchases or other private transactions (either solicited or unsolicited). The timing and amount of repurchase transactions under this program will depend on market conditions and corporate and regulatory considerations, and the program may be discontinued or suspended at any time. The Company anticipates funding for this program to come from available corporate funds, including cash on hand and future cash flow.
About Innovative Solutions & Support, Inc.
Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) designs, manufactures and markets flight information computers, electronic displays and advanced monitoring systems that measure and display critical flight information. This includes data relative to aircraft separation (RVSM), airspeed and altitude, as well as engine and fuel data measurements.
Certain matters contained herein that are not descriptions of historical facts are “forward-looking” (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflects management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Magic Software (MGIC) Signs Two New German iBOLT Partners
Mar. 15, 2010 (PR Newswire) –
OR-YEHUDA, Israel, March 15 /PRNewswire-FirstCall/ — Magic Software Enterprises Ltd. (Nasdaq: MGIC), a global provider of application platforms and business and process integration solutions, today announced new partnerships agreements with IT software solution providers Accantum GmbH and AZTEKA Consulting GmbH.
The AZTEKA partnership enables the IT consulting company to use Magic Software’s iBOLT business integration suite to connect their customer’s SAP R/3, Opacc One and Lotus Notes systems. According to Wolfgang Plitzko, CEO of AZTEKA Consulting GmbH, “The iBOLT system offers our customers in the ERP segment a fast and cost-effective integration. There is a demand for the combination of ERP systems and other software solutions and we can now offer an enormous added value to our customers.”
Accantum will be using the iBOLT code-free business integration platform to integrate their web-based document management and archiving system (DMS) with their customer’s enterprise applications.
Hans Lemke, CEO of Accantum GmbH describes the deal as a win-win situation, “iBOLT helps us to close customer projects must faster. The customer gets a productive system in shorter time, we need fewer resources to complete each project and we increase the satisfaction of all parties involved.”
In addition, Magic Software will be using the [accantum] DMS system in its own projects to archive data and make it available for various other IT systems.
Commenting on the two new deals, Stephan Romeder, Managing Director for Magic Software GmbH said, “We are very happy to be partnering with both AZTEKA and Accantum. Both partners will help us provide our business-focused integration technology for projects that demand speed of delivery coupled with an intuitive and adaptable framework for future growth and cost-effective customization.”
With more than 50 adapters together with intuitive wizards and drag-and-drop functionality, iBOLT utilizes Magic Software’s proven metadata-based framework to enable fast, business-focused integration.
Through integration, iBOLT helps users get more value from their IT investments by automating manual and repetitive workflows. With an integrated view of company data in real-time, management and employees can make more informed business decisions, get more value from each business interaction and achieve faster time to market for their products and services.
iBOLT Resources
-- iBOLT White Papers
-- Video: iBOLT for SAP
-- iBOLT for SAP R/3
-- Find out more about iBOLT
-- iBOLT customer stories
Notes for Editors
iBOLT’s code-free approach is facilitated by a pre-compiled and pre-configured coding engine based upon Magic Software’s 25 years of application development experience. This enables both simple and complex business processes to be designed and implemented quickly – and also makes it more cost-efficient to assimilate and integrate future IT application acquisitions.
iBOLT works natively with systems such as SAP Business One, SAP Business All in One, SAP R/3, Salesforce.com, Oracle JD Edwards, IBM i applications and databases (AS/400), Lotus Notes applications, forms and databases, Health Care systems using HL7, EDI systems, and many more.
The iBOLT business and process integration suite has won SAP’s quality and innovation awards for three consecutive years in a row, from 2006 to 2008.
About AZTEKA Consulting GmbH
As a major reseller of software solutions AZTEKA Consulting GmbH today serves more than 7,000 users. Our priorities include ERP solutions, software for document management and archiving, human resources and finance and accounting. For more information, please visit www.azteka.de.
About Accantum GmbH
Founded in 2000 with Rosenheim in Bavaria, Accantum GmbH today is a provider of archival and document management systems in Germany. For more information, please visit www.accantum.de.
About Magic Software
Magic Software Enterprises Ltd. (NASDAQ: MGIC) is a global provider of hybrid business application platforms – including Client/Server, Rich Internet Applications (RIA), Mobile, Software-as-a-Service (SaaS) and cloud modes – and integration solutions. Magic Software has 13 offices worldwide and a presence in over 50 countries with a global network of ISV’s, system integrators, value-added distributors and resellers, and consulting and OEM partners. The company’s award-winning code-free solutions give partners and customers the power to leverage existing IT resources, enhance business agility and focus on core business priorities. Magic Software’s technological approach, product roadmap and corporate strategy are recognized by leading industry analysts. Magic Software has partnerships with global IT leaders including SAP AG, salesforce.com, IBM and Oracle. For more information about Magic Software and its products and services, visit www.magicsoftware.com, and for more about our industry related news, business issues and trends, read the Magic Software Blog.
Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Actual results may vary significantly based upon a number of factors including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product conditions, both here and abroad, release and sales of new products by strategic resellers and customers, and other risk factors detailed in the Company’s most recent annual report and other filings with the Securities and Exchange Commission.
Magic is the trademark of Magic Software Enterprises Ltd. All other trademarks are the trademarks of their respective owners.
USA UK
Cathy Caldeira Ranbir Sahota
Metis Communications Vitis PR Agency
Tel: +1-617-236-0500 Tel: +44 (0)121 242 8048
Email: magicsoftware@metiscomm.com Email: ranbir@vitispr.com
Germany Others
Hartmut Giesen Arita Mattsoff
Publizistik Projekte Magic Software
Tel. +49 (0)2471 921301 Tel. +972 (0)3 538 9292
Email: giesen@publizistik-projekte.de Email: arita@magicsoftware.com
Town Sports International Holdings, Inc. (CLUB) Announces Fourth Quarter and Full-Year 2009 Financial Results
Mar. 15, 2010 (Business Wire) — Town Sports International Holdings, Inc. (“TSI” or the “Company”) (NASDAQ: CLUB), a leading owner and operator of health clubs located primarily in major cities from Washington, DC north through New England, operating under the brand names “New York Sports Clubs,” “Boston Sports Clubs,” “Washington Sports Clubs” and “Philadelphia Sports Clubs,” announced its results for the fourth quarter and full-year ended December 31, 2009.
4th Quarter and Full-Year Overview:
- Revenue decreased 7.0% in Q4 2009 compared to Q4 2008 and 4.2% in full-year 2009 compared with full-year 2008.
- Comparable club revenue decreased 7.1% in Q4 2009 compared to Q4 2008 and 5.6% in full-year 2009 compared to full-year 2008.
- Total member count decreased 4.7% to 486,000 at December 31, 2009, compared to December 31, 2008.
- Membership attrition averaged 3.6% per month in Q4 2009 and 3.8% per month in full-year 2009 compared to 3.5% per month in Q4 2008 and 3.4% in full-year 2008.
- Loss per share was ($0.33) in Q4 2009 and ($0.25) in the full-year 2009.
- Q4 2009 results reflected internal use software and fixed asset impairment charges and the effect of an accounting error, which collectively resulted in charges, net of taxes, of $7.4 million, or ($0.33) per share.
Alex Alimanestianu, Chief Executive Officer of TSI, commented: “We are starting to see early indications that our business is turning the corner. Membership trends began to move in the right direction in the fourth quarter; and the improvement, though modest, is continuing in the first quarter of 2010. While we expect to produce member growth during 2010, we started the year with 24,000 or 4.7% less members than we had at the start of 2009, and as a result we do not expect quarter on quarter revenue improvements before the fourth quarter. Over the past two years we have strengthened the executive and operating organization and pursued broad initiatives to enhance the member experience in our clubs. With the economy beginning to improve, and our increased focus on sales and marketing initiatives, we expect to see improved results as we progress through this year and work back towards year-over-year membership and revenue gains later in the year.”
Correction of an Accounting Error:
The results for Q4 and full-year 2009 include the correction of an accounting error that resulted in a cumulative pre-tax charge of $751,000 to payroll and related expense and a related decrease in deferred membership costs on our consolidated statement of operations and consolidated balance sheet, respectively. Historically, we applied an accounting policy of capitalizing and then amortizing membership consultants’ commissions, bonuses and a portion of their base salaries, and related taxes and benefits, as direct costs of obtaining new members. Company policy limited the costs that could be capitalized to the amount of initiation fee revenue deferred for new memberships. The application of this policy required us to make certain estimates. In connection with a review of the accounting treatment for membership consultant salaries, including the application of the accounting policy and appropriateness of its estimate methodology, we determined that our previous estimates were incorrect. We concluded that it was not clear whether any portion of the consultants’ base salaries and the taxes and benefits related to those base salaries should have been capitalized. While we are no longer deferring a portion of membership consultants’ salaries and related taxes and benefits, we will continue to defer membership consultants’ commissions and bonuses and portions of taxes and benefits related to those commissions and bonuses. Although we believe that our accounting policy for deferred membership costs was not unreasonable, the errors in our estimates combined with our review of the policy have led us to conclude that the capitalization of any portion of membership consultant salaries and related taxes and benefits should be regarded as an accounting error. We have recorded a one-time adjustment in Q4 2009 to correct this error. The effect of the accounting error, net of taxes, was a charge of $424,000, or $0.02 per share. See Note 2— Correction of an Accounting Error to our consolidated financial statements in our 2009 Annual Report for further details.
| Quarter and Full-Year Ended December 31, 2009 Financial Results:
Revenue (in $000’s) was comprised of the following: |
|||||||||||||||||||||||
| Quarter Ended December 31, | Year-Ended December 31, | ||||||||||||||||||||||
| 2009 | 2008 | 2009 | 2008 | ||||||||||||||||||||
| Revenue | % Revenue | Revenue | % Revenue | Revenue | % Revenue | Revenue | % Revenue | ||||||||||||||||
| Membership dues | $ | 92,658 | 81.1 | % | $ | 99,179 | 80.7 | % | $ | 387,123 | 79.7 | % | $ | 400,874 | 79.1 | % | |||||||
| Initiation fees | 2,426 | 2.1 | % | 3,330 | 2.7 | % | 12,048 | 2.5 | % | 13,723 | 2.7 | % | |||||||||||
| Membership revenue | 95,084 | 83.2 | % | 102,509 | 83.4 | % | 399,171 | 82.2 | % | 414,597 | 81.8 | % | |||||||||||
| Personal training revenue | 13,275 | 11.6 | % | 14,040 | 11.4 | % | 56,971 | 11.7 | % | 61,752 | 12.2 | % | |||||||||||
| Other ancillary club revenue | 5,002 | 4.4 | % | 4,812 | 3.9 | % | 24,589 | 5.1 | % | 24,329 | 4.8 | % | |||||||||||
| Ancillary club revenue | 18,277 | 16.0 | % | 18,852 | 15.4 | % | 81,560 | 16.8 | % | 86,081 | 17.0 | % | |||||||||||
| Fees and other revenue | 961 | 0.8 | % | 1,526 | 1.2 | % | 4,661 | 1.0 | % | 6,031 | 1.2 | % | |||||||||||
| Total revenue | $ | 114,322 | 100.0 | % | $ | 122,887 | 100.0 | % | $ | 485,392 | 100.0 | % | $ | 506,709 | 100.0 | % | |||||||
| Period-over-period revenue variances: | |||
| Q4 2009 vs.Q4 2008 | Full-Year 2009 vs.
Full-Year 2008 |
||
| % Increase (Decrease) | % Increase (Decrease) | ||
| Membership dues | (6.6) % | (3.4)% | |
| Initiation fees | (27.1)% | (12.2)% | |
| Membership revenue | (7.2)% | (3.7)% | |
| Personal training revenue | (5.4)% | (7.7)% | |
| Other ancillary club revenue | 3.9% | 1.1% | |
| Ancillary club revenue | (3.1)% | (5.2)% | |
| Fees and other revenue | (37.0)% | (22.7)% | |
| Total revenue | (7.0)% | (4.2)% |
Total revenue for Q4 2009 decreased $8.6 million, or 7.0%, compared to Q4 2008. For Q4 2009, revenues increased $3.9 million at the 13 clubs opened or acquired subsequent to December 31, 2007, offset by decreases in revenue of 8.9% or $10.2 million at our clubs opened or acquired prior to December 31, 2007 and $2.3 million related to the 13 clubs that were closed subsequent to December 31, 2007.
Total revenue for the year ended December 31, 2009 decreased $21.3 million, or 4.2%, compared to the year ended December 31, 2008. Revenue increased $19.6 million at the 13 clubs opened or acquired subsequent to December 31, 2007, offset by decreases in revenue of 6.8%, or $32.7 million, at clubs opened or acquired prior to December 31, 2007 and $8.2 million related to the 13 clubs that were closed subsequent to December 31, 2007.
Revenue at clubs operated for over 12 months (“comparable club revenue”) decreased 7.1% in Q4 2009 compared to Q4 2008 and 5.6% in the full-year 2009 compared to the full-year 2008.
| Operating expenses: | |||||||||||||||
| Quarter Ended December 31, | Year-Ended December 31, | ||||||||||||||
| 2009 | 2008 | 2009 | 2008 | ||||||||||||
| Expense % of Revenue | Expense %
Increase (Decrease) |
Expense % of Revenue | Expense %
Increase (Decrease) |
||||||||||||
| Payroll and related | 41.5 | % | 38.5 | % | 0.1 | % | 39.9 | % | 38.2 | % | 0.2 | % | |||
| Club operating | 36.6 | % | 35.5 | % | (4.1 | )% | 36.9 | % | 34.0 | % | 3.7 | % | |||
| General and administrative | 6.3 | % | 6.6 | % | (10.7 | )% | 6.5 | % | 6.7 | % | (7.0 | )% | |||
| Depreciation and amortization | 11.8 | % | 11.1 | % | (1.1 | )% | 11.7 | % | 10.4 | % | 7.7 | % | |||
| Impairment of fixed assets | 1.8 | % | 1.5 | % | 11.6 | % | 1.4 | % | 0.8 | % | 73.5 | % | |||
| Impairment of internal use software | 8.9 | % | 0.0 | % | NA | 2.1 | % | 0.0 | % | NA | |||||
| Impairment of goodwill | 0.0 | % | 14.3 | % | NA | 0.0 | % | 3.5 | % | NA | |||||
| Operating expenses | 106.9 | % | 107.6 | % | (7.5 | )% | 98.4 | % | 93.5 | % | 0.8 | % | |||
Total operating expenses decreased 7.5% for Q4 2009 compared to Q4 2008 and increased 0.8% for full-year 2009 compared to full-year 2008. Operating margin was (6.9)% for Q4 2009 compared to (7.6)% for Q4 2008 and 1.6% for full-year 2009 compared to 6.5% in full-year 2008. Operating expenses were impacted by the following:
| Q4 2009 vs.Q4 2008 | Full-Year 2009 vs.
Full-Year 2008 |
||||
| % Increase | % Increase | ||||
| (Decrease) | (Decrease) | ||||
| Total member club usage | 2.9% | 8.2% | |||
| Total months of club operation | (0.6)% | 1.8% |
Club operating. In Q4 and full-year 2009, we had decreases in operating expenses related to laundry and towels of $808,000 and $1.2 million, respectively. In the full-year 2009, club operating expenses increased 3.7% as these laundry and towel efficiencies were offset primarily by a $7.8 million net increase in rent and occupancy expense. Included in this net increase were $1.3 million of early lease termination costs at five clubs which were closed prior to their lease expiration dates.
General and administrative. Decreases in Q4 2009 and full-year 2009 general and administrative expenses compared to the same periods in 2008 were principally attributable to decreases in general liability insurance expense due to a reduction in claims activity and therefore a reduction of claims reserves. The remainder of the expense decrease was due to cost reduction efforts realized within various general and administrative expense accounts, including data and phone lines, office supplies and travel.
Depreciation and amortization. For full-year 2009 compared to 2008, depreciation and amortization increased due to 13 clubs opened subsequent to December 31, 2007 and depreciation expense accelerated at clubs that were closed prior to the lease termination dates.
Impairment of fixed assets. For Q4 2009, losses of $2.1 million were recorded representing impairment of fixed assets at four underperforming clubs. For Q4 2008, losses of $1.9 million were recorded representing impairment of fixed assets at six underperforming clubs.
For the full-year 2009, losses of $6.7 million were recorded representing impairment of fixed assets at nine underperforming clubs. For the full-year 2008, losses of $2.7 million were recorded representing impairment of fixed assets at seven underperforming clubs and an impairment loss of $1.2 million related to the planned closures of two clubs prior to their lease expiration dates.
Impairment of internal-use software. For Q4 2009, we recorded a $10.2 million impairment charge related to an internally developed software project. Although the software project was not yet completed and is the subject of litigation, we determined that it is not probable that we will continue in the development of this project.
Impairment of goodwill. In Q4 and full-year 2008, we recorded a goodwill impairment charge of $17.6 million, representing a $15.8 million write-off of the total goodwill amount in our Boston Sports Clubs region and $1.8 million of goodwill at two of our remote clubs that did not benefit from being part of a regional cluster. There were no goodwill impairments in 2009.
Net Loss for Q4 2009 was $7.3 million compared to $13.1 million for Q4 2008. For full-year 2009, net loss was $5.7 million compared to net income of $2.3 million for full-year 2008.
Cash flow from operating activities for the full-year 2009 totaled $76.2 million, a decrease of $19.4 million from full-year 2008, which was primarily related to the decrease in overall earnings. Also contributing to the decrease were the effects of an increase in cash paid for interest and reductions in deferred revenue. Total cash paid for interest increased $3.8 million to $13.8 million. Deferred revenue decreased $8.2 million in the year ended December 31, 2009 and $4.2 million in the prior year. In 2009, we had tax refunds, net of tax payments, of $3.9 million while in 2008 we had tax payments, net of refunds, of $15.9 million for an increase in cash of $19.8 million.
Share Repurchases: The Company did not repurchase shares during Q4 2009. The Company repurchased 2.1 million shares at a total cost of $5.4 million in Q1 2009, resulting in a decrease in the number of total common shares outstanding. A total of 1.8 million shares were repurchased during Q4 2008 at a cost of $4.6 million.
First Quarter 2010 Business Outlook:
The Company is limiting its guidance to the first quarter of 2010. Based on the current business environment, recent performance and current trends in the marketplace, and subject to the risks and uncertainties inherent in forward-looking statements, the Company’s outlook for the first quarter of 2010 includes the following:
- Revenue for Q1 2010 is expected to be between $117.0 million and $118.0 million versus $126.7 million for Q1 2009. As percentages of revenue, the Company expects Q1 2010 payroll and related expenses to approximate 41.0%, club operating expenses to approximate 37.0%, general and administrative expenses to approximate 7.7% and depreciation and amortization expenses to approximate 11.6%.
- The Company expects a net loss for Q1 2010 of between $750,000 and $1.25 million, and loss per share to be in the range of $0.03 per share to $0.06 per share, assuming a 50% effective tax rate and 22.6 million weighted average fully diluted shares outstanding.
Investing Activities Outlook:
For the year ending December 31, 2010, we currently plan to invest $34.0 million to $37.0 million in capital expenditures. This is down from $49.3 million of capital expenditure investing activity in 2009. We expect that this 2010 amount will include $25.0 million to continue to upgrade existing clubs and $7.0 million principally related to major renovations at clubs with recent lease renewals and upgrading our in club entertainment system network. We also expect to invest $3.0 million to enhance our management information systems.
Forward-Looking Statements:
Statements in this release that do not constitute historical facts, including, without limitation, statements under the captions “First Quarter 2010 Business Outlook” and “Investing Activities Outlook”, other statements regarding future financial results and performance and potential sales revenue and other statements that are predictive in nature or depend upon or refer to events or conditions, or that include words such as “expects,” “anticipated,” “intends,” “plans,” “believes,” “estimates” or “could”, are “forward-looking” statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including, among others, the level of market demand for the Company’s services, economic conditions affecting the Company’s business, the geographic concentration of the Company’s clubs, competitive pressures, the ability to achieve reductions in operating costs and to continue to integrate acquisitions, environmental initiatives, any security and privacy breaches involving customer data, the application of Federal and state tax laws and regulations, the levels and terms of the Company’s indebtedness, and other specific factors discussed herein and in other releases and public filings made by the Company (including the Company’s reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission). The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement.
About Town Sports International Holdings, Inc.:
New York-based Town Sports International Holdings, Inc. is a leading owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 161 fitness clubs as of December 31, 2009, comprising 109 New York Sports Clubs, 25 Boston Sports Clubs, 18 Washington Sports Clubs (two of which are partly-owned), six Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 486,000 members. For more information on TSI, visit http://www.mysportsclubs.com.
The Company will hold a conference call on Tuesday, March 16, 2010 at 8:30 AM (Eastern) to discuss the fourth quarter 2009 and full-year 2009 results. Alex Alimanestianu, Chief Executive Officer, and Dan Gallagher, Chief Financial Officer, will host the conference call. The conference call will be Web cast and may be accessed via the Company’s Investor Relations section of its Website at www.mysportsclubs.com. A replay and transcript of the call will be available via the Company’s Website beginning March 17, 2010.
From time to time we may use our Web site as a channel of distribution of material company information. Financial and other material information regarding the Company is routinely posted on and accessible at http://www.mysportsclubs.com. In addition, you may automatically receive email alerts and other information about us by enrolling your email by visiting the “Email Alert” section at http://www.mysportsclubs.com/.
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2009 and 2008 (All figures in $’000s) (Unaudited) |
||||||||
| December 31,2009 | December 31,2008 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 10,758 | $ | 10,399 | ||||
| Accounts receivable, net | 4,295 | 4,508 | ||||||
| Inventory | 224 | 143 | ||||||
| Prepaid corporate income taxes | 1,274 | 8,116 | ||||||
| Prepaid expenses and other current assets | 10,264 | 14,154 | ||||||
| Total current assets | 26,815 | 37,320 | ||||||
| Fixed assets, net | 340,277 | 373,120 | ||||||
| Goodwill | 32,636 | 32,610 | ||||||
| Intangible assets, net | 149 | 281 | ||||||
| Deferred tax assets, net | 50,581 | 42,266 | ||||||
| Deferred membership costs | 7,736 | 14,462 | ||||||
| Other assets | 9,272 | 11,579 | ||||||
| Total assets | $ | 467,466 | $ | 511,638 | ||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | 1,850 | $ | 20,850 | ||||
| Accounts payable | 6,011 | 7,267 | ||||||
| Accrued expenses | 23,656 | 35,565 | ||||||
| Accrued interest | 6,573 | 523 | ||||||
| Deferred revenue | 35,346 | 40,326 | ||||||
| Total current liabilities | 73,436 | 104,531 | ||||||
| Long-term debt | 316,513 | 317,160 | ||||||
| Deferred lease liabilities | 71,438 | 69,719 | ||||||
| Deferred revenue | 1,488 | 4,554 | ||||||
| Other liabilities | 12,824 | 14,902 | ||||||
| Total liabilities | 475,699 | 510,866 | ||||||
| Stockholders’ (deficit) equity: | ||||||||
| Common stock | 23 | 25 | ||||||
| Paid-in capital | (22,572 | ) | (18,980 | ) | ||||
| Accumulated other comprehensive income (currency translation adjustment) | 1,327 | 1,070 | ||||||
| Retained earnings | 12,989 | 18,657 | ||||||
| Total stockholders’ (deficit) equity | (8,233 | ) | 772 | |||||
| Total liabilities and stockholders’ (deficit) equity | $ | 467,466 | $ | 511,638 | ||||
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME For the quarters and years ended December 31, 2009 and 2008 (All figures in $’000s except share and per share data) (Unaudited) |
||||||||||||||||
| Quarter Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
| Revenues: | ||||||||||||||||
| Club operations | $ | 113,361 | $ | 121,360 | $ | 480,731 | $ | 500,678 | ||||||||
| Fees and other | 961 | 1,527 | 4,661 | 6,031 | ||||||||||||
| 114,322 | 122,887 | 485,392 | 506,709 | |||||||||||||
| Operating Expenses: | ||||||||||||||||
| Payroll and related | 47,411 | 47,352 | 193,891 | 193,580 | ||||||||||||
| Club operating | 41,808 | 43,610 | 178,854 | 172,409 | ||||||||||||
| General and administrative | 7,196 | 8,054 | 31,587 | 33,952 | ||||||||||||
| Depreciation and amortization | 13,538 | 13,687 | 56,533 | 52,475 | ||||||||||||
| Impairment of fixed assets | 2,104 | 1,886 | 6,708 | 3,867 | ||||||||||||
| Impairment of internal use software | 10,194 | — | 10,194 | — | ||||||||||||
| Impairment of goodwill | — | 17,609 | — | 17,609 | ||||||||||||
| 122,251 | 132,198 | 477,767 | 473,892 | |||||||||||||
| Operating (loss) income | (7,929 | ) | (9,311 | ) | 7,625 | 32,817 | ||||||||||
| Interest expense | 5,028 | 5,972 | 20,972 | 23,902 | ||||||||||||
| Interest income | (1 | ) | (28 | ) | (3 | ) | (319 | ) | ||||||||
| Equity in the earnings of investees and rental income | (424 | ) | (606 | ) | (1,876 | ) | (2,307 | ) | ||||||||
| (Loss) income before (benefit) provision for corporate income taxes | (12,532 | ) | (14,649 | ) | (11,468 | ) | 11,541 | |||||||||
| (Benefit) provision for corporate income taxes | (5,186 | ) | (1,534 | ) | (5,800 | ) | 9,204 | |||||||||
| Net (loss) income | $ | (7,346 | ) | $ | (13,115 | ) | $ | (5,668 | ) | $ | 2,337 | |||||
| (Loss) earnings per share: | ||||||||||||||||
| Basic | $ | (0.33 | ) | $ | (0.51 | ) | $ | (0.25 | ) | $ | 0.09 | |||||
| Diluted | $ | (0.33 | ) | $ | (0.51 | ) | $ | (0.25 | ) | $ | 0.09 | |||||
| Weighted average number of shares used in calculating (loss) earnings per share: | ||||||||||||||||
| Basic | 22,572,990 | 25,818,958 | 22,720,935 | 26,247,398 | ||||||||||||
| Diluted | 22,572,990 | 25,818,958 | 22,720,935 | 26,314,950 | ||||||||||||
| TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2009 and 2008 (All figures in $’000s) (Unaudited) |
|||||||
| Year Ended December 31, | |||||||
| 2009 | 2008 | ||||||
| Cash flows from operating activities: | |||||||
| Net (loss) income | $ | (5,668 | ) | $ | 2,337 | ||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 56,533 | 52,475 | |||||
| Impairment of fixed assets | 6,708 | 3,867 | |||||
| Impairment of internal use software | 10,194 | - | |||||
| Impairment of goodwill | - | 17,609 | |||||
| Non cash interest expense on Senior Discount Notes | 1,203 | 13,937 | |||||
| Write-off of deferred financing costs | 100 | - | |||||
| Amortization of debt issuance costs | 896 | 781 | |||||
| Noncash rental expense, net of noncash rental income | (2,494 | ) | (411 | ) | |||
| Compensation expense incurred in connection with stock options and common stock grants | 1,704 | 1,268 | |||||
| Net change in certain working capital components | 3,262 | (10,258 | ) | ||||
| Deferred income tax provision (benefit) | (8,315 | ) | 2,079 | ||||
| Landlord contributions to tenant improvements | 4,817 | 6,597 | |||||
| Increase in insurance reserves | 601 | 2,038 | |||||
| Decrease (increase) in deferred membership costs | 6,726 | 3,512 | |||||
| Other | (26 | ) | (209 | ) | |||
| Total adjustments | 81,909 | 93,285 | |||||
| Net cash provided by operating activities | 76,241 | 95,622 | |||||
| Cash flows from investing activities: | |||||||
| Capital expenditures, net of effect of acquired businesses | (49,277 | ) | (96,182 | ) | |||
| Insurance proceeds received | - | 1,074 | |||||
| Net cash used in investing activities | (49,277 | ) | (95,108 | ) | |||
| Cash flows from financing activities: | |||||||
| Proceeds from borrowings on Revolving Loan Facility | 86,000 | 19,000 | |||||
| Repayment of borrowings on Revolving Loan Facility | (105,000 | ) | (9,000 | ) | |||
| Repayment of long term borrowings | (1,850 | ) | (1,949 | ) | |||
| Costs related to deferred financing | (615 | ) | - | ||||
| Change in book overdraft | - | (583 | ) | ||||
| Repurchase of common stock | (5,355 | ) | (4,645 | ) | |||
| Proceeds from stock option exercises | 36 | 1,196 | |||||
| Tax benefit from stock option exercises | 21 | 177 | |||||
| Net cash (used in) provided by financing activities | (26,763 | ) | 4,196 | ||||
| Effect of exchange rate changes on cash | 158 | 226 | |||||
| Net (decrease) increase in cash and cash equivalents | 359 | 4,936 | |||||
| Cash and cash equivalents beginning of period | 10,399 | 5,463 | |||||
| Cash and cash equivalents end of period | $ | 10,758 | $ | 10,399 | |||
| Summary of the change in certain working capital components, net of effects of acquired businesses | |||||||
| Decrease (increase) in accounts receivable | $ | 222 | $ | 1,786 | |||
| (Increase) decrease in inventory | (80 | ) | 89 | ||||
| Decrease in prepaid expenses and other current assets | 2,260 | 197 | |||||
| Increase in accrued interest on Senior Discount Notes | 6,346 | - | |||||
| (Decrease) increase in accounts payable, accrued expenses | (4,211 | ) | 778 | ||||
| Change in prepaid corporate income taxes and corporate income taxes payable | 6,895 | (8,874 | ) | ||||
| Decrease in deferred revenue | (8,170 | ) | (4,234 | ) | |||
| Net change in certain working capital components | $ | 3,262 | $ | (10,258 | ) | ||
Optibase (OBAS) Announces Sale of its Video Business to a Subsidiary of VITEC Multimedia
Mar. 16, 2010 (Business Wire) — Optibase Ltd. (Nasdaq: OBAS) (the “Company”), a leader in advanced digital video solutions, today announced that it has entered into an asset purchase agreement with Optibase Technologies Ltd., a wholly owned subsidiary of VITEC Multimedia (”Vitec”) pursuant to which Optibase Ltd. and its subsidiary Optibase Inc. (collectively, “Optibase”) will sell their entire video business to Vitec (the “Business” and the “Transaction”, respectively).
Under the terms of the transaction, which was approved by the Board of Directors of both companies, in consideration for the sale of the Business, Vitec will pay the Company an aggregate amount of US $8 million in cash of which US $1 million will be deposited in escrow for a 2-year period as a security, inter alia, for breach or material inaccuracy relating to Optibase’s representations and warranties. In addition, Optibase and Vitec agreed on an earn-out mechanism pursuant to which 45% of Vitec’s revenues deriving from the Business exceeding $14 million in the year following the closing of the Transaction will be paid to Optibase.
Consummation of the Transaction is subject to the fulfillment of certain conditions precedent standard for transactions of this nature, including, inter alia, receipt of all necessary approvals and permits and the Company’s shareholders’ approval. The Transaction is expected to close during the second quarter of 2010. However, there is no assurance that the parties will be able to satisfy the conditions precedent to the Transaction by the time set in the agreement or at all.
Upon signing of the Transaction, Vitec deposited US $500,000 in escrow to be paid to Optibase if closing does not take place within a specific period of time from signing, subject to certain limited circumstances, principally relating to non fulfillment of certain closing conditions by Optibase, in which case, such funds will be returned to Vitec.
“Following an offer from Vitec, we have decided to pursue this opportunity as we believe that Vitec is the right company to ensure the continuity of the business in its existing markets as well as maintaining the Optibase brand,” commented Tom Wyler, President & Chief Executive Officer of the Company. “As a pioneer and a market leader in the field of digital video, Optibase proved to be a significant player in the market as well as being a greenhouse for such advanced technologies, and I’m sure that it will continue this course in its new form.”
“We are delighted to be a part of this significant agreement. The two pioneers in the Digital Video domain merge forces, thus providing the most complete offering on the market. We will continue to develop the growing Optibase markets such as the enterprise and IPTV markets and their related products, and support the needs of current and future customers,” commented Philippe Wetzel, President & CEO of VITEC Multimedia. “From Advanced Video Streaming and management solutions to Specialized Video Recorders, this joining of forces will introduce a wide array of products and solutions such as MPEG Encoders and Decoders, Smart Cameras, Digital Video converters, IPTV solutions, and much more.”
About Optibase
Optibase operates in the video technologies field in which it provides video over IP solutions, specializing in video encoding, decoding and streaming for federal and state government agencies, Telco operators, enterprise organizations and the world’s leading broadcast service providers and, in addition, Optibase have recently started operating in the fixed-income real-estate field. For further information, please visit www.optibase.com.
About VITEC Multimedia:
VITEC specializes in the development and industrialization of Advanced Digital Video solutions in the MPEG field for OEM and Integrators. Since 1988, VITEC Multimedia has been devoted to the development of MPEG Encoding and Decoding Solutions and the creation of innovative concepts intended for the digital video applications and since 1990 has focused its entire efforts on digital video, conforming to ISO standards (MPEG for video) and others.
Since its creation, VITEC Multimedia has been universally recognized for its groundbreaking product development. Its strengths are based on a team of skilled and experienced engineers who understand the challenge and nature of an ever demanding customer’s requirements.
VITEC Multimedia’s main objectives are to provide high-end Technology and complete solutions to the Digital Video Market.
For more information visit: www.vitecmm.com or www.stradis.com
This press release contains forward-looking statements concerning a business transaction. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management’s current expectations which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, risks related to the uncertainty that closing of the Transaction will take place and, in particular, the uncertainty relating to the occurrence or fulfillment of the conditions to closing of both Optibase and Vitec, risks relating to the requisite regulatory and other approvals that may not be obtained; and the other risks and uncertainties faced by each company, as reported, in the case of Optibase, in its most recent Forms 20-F and other filings with the Securities and Exchange Commission, including in the case of Optibase ,but not limited to, risks related to the video technologies market in general, and the evolving IPTV market in particular, competition and Optibase’s ability to manage growth and expansion. The Company does not undertake any obligation to update forward-looking statements made herein.