Archive for December, 2009

Neuralstem (CUR) Receives Approval To Commence First ALS Stem Cell Trial at Emory ALS Center

ROCKVILLE, Md. /PRNewswire-FirstCall/ — Neuralstem, Inc. (NYSE Amex: CUR) today announced that its Phase I trial to treat Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig’s disease) with its spinal cord stem cells has been approved by the Institutional Review Board (IRB) at Emory University in Atlanta, GA. The trial, which was approved by the FDA in September, will take place at the Emory ALS Center, under the direction of Dr. Jonathan Glass M.D., Director of the Emory ALS Center, who will serve as the site Principal Investigator (PI).

(Logo: http://www.newscom.com/cgi-bin/prnh/20061221/DCTH007LOGO )

The trial will study the safety of Neuralstem’s cells and the surgical procedures and devices required for multiple injections of Neuralstem’s cells directly into the grey matter of the spinal cord. The Emory ALS Center has posted the relevant trial information for patients on its website at http://www.neurology.emory.edu/ALS/Stem%20Cell.html. ALS affects roughly 30,000 people in the U.S., with about 7,000 new diagnoses per year.

“The commencement of the first trial using our stem cells, and the first ALS stem cell trial in the U.S., represents a significant step in regenerative medicine,” said Richard Garr, Neuralstem CEO. “We look forward to working with the Emory ALS Center. We expect to begin treating patients with our stem cells in January. Again, patients who are interested should reach out directly to the Emory ALS Center.”

About the Trial

This Phase I trial, which will primarily evaluate safety of the cells and the surgery procedure, will ultimately consist of 18 ALS patients with varying degrees of the disease, who will be treated with spinal injections of Neuralstem’s patented human neural stem cells. The FDA has approved the first stage of the trial, which consists of 12 patients who will receive five-to-ten stem cell injections in the lumbar area of the spinal cord. The patients will be examined at regular intervals post-surgery, with final review of the data to come about 24 months later.

In addition to Dr. Glass, site PI at Emory, the overall PI for the Neuralstem ALS trial program is Dr. Eva Feldman, M.D., Ph.D., Director of the University of Michigan Health System ALS Clinic and the Program for Neurology Research & Discovery.

About Neuralstem, Inc.

Neuralstem’s patented technology enables, for the first time, the ability to produce neural stem cells of the human brain and spinal cord in commercial quantities, and the ability to control the differentiation of these cells into mature, physiologically relevant human neurons and glia. The company is targeting major central nervous system diseases including: Ischemic Spastic Paraplegia, Traumatic Spinal Cord Injury, Huntington’s disease and Amyotrophic Lateral Sclerosis (ALS), often referred to as Lou Gehrig’s disease. Neuralstem plans to initiate a Phase I clinical trial to treat ALS with its stem cells. ALS is a progressive fatal neurodegenerative disease that affects nerve cells in the brain, leading to the degeneration and death of the motor neurons in the spinal cord that control muscle movement. Pre-clinical work has shown Neuralstem’s cells to extend the life of rats with ALS (as reported in the journal TRANSPLANTATION, in collaboration with Johns Hopkins University researchers), and also reversed paralysis in rats with Ischemic Spastic Paraplegia, (as reported in NEUROSCIENCE, in collaboration with researchers at University of California San Diego).

Cautionary Statement Regarding Forward Looking Information

This news release may contain forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements in this press release regarding potential applications of Neuralstem’s technologies constitute forward-looking statements that involve risks and uncertainties, including, without limitation, risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward- looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in Neuralstem’s periodic reports, including the annual report on Form 10-K for the year ended and the quarterly report on form 10-Q for the period ended .

SOURCE Neuralstem, Inc.

Friday, December 18th, 2009 Uncategorized Comments Off on Neuralstem (CUR) Receives Approval To Commence First ALS Stem Cell Trial at Emory ALS Center

Amtech (ASYS) Announces $10 Million in Solar Orders & Separate Additional Larger Order from One Existing Customer

Dec. 18, 2009 (Business Wire) — Amtech Systems, Inc. (NASDAQ:ASYS), a global supplier of production and automation systems and related supplies for the manufacture of solar cells, semiconductors, and silicon wafers, today announced that its solar subsidiary, Tempress Systems, Inc., has recently received approximately $10 million in solar orders for its diffusion processing systems representing follow-on orders from two existing customers and orders for single R&D systems from two new customers. These orders are expected to ship within the first half of calendar 2010. In addition, Tempress also recently received a separate larger order for its solar diffusion systems from one existing customer, but is not able at this time to announce details of the order, including size and customer name, due to confidentiality restrictions. The $10 million in orders announced today do not include the larger order from one customer.

J.S. Whang, President and Chief Executive Officer of Amtech, commented, “We are pleased to receive follow-on orders from our excellent solar customer base along with new customer orders that expand our reach into research and development activities with our market-leading solar diffusion systems. In regards to the additional larger order, we are honoring the confidentiality request of our customer and will be able to provide further details of the transaction in due time. In the meantime, we continue to see excellent quotation activity and remain confident in our ability to execute our solar growth strategy.”

About Amtech Systems, Inc.

Amtech Systems, Inc. manufactures capital equipment, including silicon wafer handling automation, thermal processing equipment and related consumables used in fabricating solar cells and semiconductor devices. Semiconductors, or semiconductor chips, are fabricated on silicon wafer substrates, sliced from ingots, and are part of the circuitry, or electronic components, of many products including solar cells, computers, telecommunications devices, automotive products, consumer goods, and industrial automation and control systems. The Company’s wafer handling, thermal processing and consumable products currently address the diffusion, oxidation, deposition, PECVD, and PSG removal steps used in the fabrication of solar cells, semiconductors, MEMS and the polishing of newly sliced silicon wafers.

Statements contained in this press release that are not historical facts may be forward looking statements within the meaning of the Private Litigation Reform Act. Such statements may use words such as “proposed,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions as they relate to Amtech Systems, Inc. or our management. When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. Although we believe that the expectations reflected in the forward looking statements are reasonable, these forward-looking statements are subject to risks, uncertainties and assumptions including the risks discussed in our filings with the Securities and Exchange Commission. If one or more of these risks materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward looking statements contained in this press release reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We have no intention, and disclaim any obligation, to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Friday, December 18th, 2009 Uncategorized Comments Off on Amtech (ASYS) Announces $10 Million in Solar Orders & Separate Additional Larger Order from One Existing Customer

Airvana, Inc. (AIRV) to be Acquired for Approximately $530 Million in Cash

Dec. 18, 2009 (Business Wire) — Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network infrastructure products, today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million.

Under the terms of the agreement, at closing, each share of Airvana common stock will be exchanged for $7.65 cash, representing a premium of approximately 23% over the closing share price on December 17, 2009. Certain members of management of Airvana, including Randy Battat, President and CEO, and founders Vedat Eyuboglu and Sanjeev Verma, will exchange a portion of their shares for an equity interest in the acquirer. Merle Gilmore, former President of Motorola’s Communications Enterprise, will serve as Chairman of the Company following the closing.

“As we transition to a private company, Airvana will continue to focus on its two major mobile broadband product lines, EV-DO software and femtocells,” Battat said. “Our customers should expect the same great products delivered by the same great team.”

“We are enormously excited about the opportunity to work with such a strong management team and talented group of employees to build on Airvana’s impressive track record,” said Gilmore.

72 Mobile Holdings, LLC, the entity formed to acquire Airvana, Inc., has secured committed financing, consisting of a combination of equity to be provided by the investor group and debt financing led by GSO Capital Partners LP on behalf of funds managed by it and its affiliates. There is no financing condition to the obligation of the investor group to consummate the transaction.

The transaction was unanimously approved on December 17, 2009 by Airvana’s Board of Directors (other than Mr. Battat and Mr. Verma, who abstained) and by a Special Committee of independent directors. The Special Committee, which did not include any member of management, was established to undertake a review of Airvana’s strategic alternatives.

Completion of the transaction is subject to approval of Airvana shareholders, regulatory approvals and other closing conditions and is expected to occur by the end of the first quarter of 2010.

Goldman, Sachs & Co. is acting as financial advisor, and Ropes & Gray LLP is acting as legal counsel, to Airvana’s Special Committee. WilmerHale LLP is acting as Airvana’s legal counsel. Perella Weinberg Partners is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer.

Airvana to Host Conference Call

Airvana, Inc. will host a conference call at 10:00 a.m. ET today to discuss the transaction. The conference call will be webcast live on the Internet and can be accessed on the Investor Relations section of the company’s website, www.airvana.com. The conference call can also be accessed by dialing (877) 407-5790 or (201) 689-8328. A replay of the webcast will be archived on Airvana’s website.

About Airvana, Inc.

Airvana helps operators transform the mobile experience for users worldwide. Airvana, Inc.’s high-performance technology and products, from comprehensive femtocell solutions to core mobile network infrastructure, enable operators to deliver compelling and consistent broadband services to mobile subscribers, wherever they are. Airvana, Inc.’s products are deployed in over 70 commercial networks on six continents. Airvana, Inc. is headquartered in Chelmsford, Mass., USA, with offices worldwide. For more information, please visit www.airvana.com.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

Airvana, Inc. plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about Airvana, Inc., 72 Mobile Investors, LLC, the merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by 72 Mobile Investors, LLC and Airvana, Inc. through the web site maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Airvana, Inc. by contacting Investor Relations at (978) 250-3000.

Airvana, Inc., its directors and executive officers may be deemed to be participants in the solicitation of proxies from Airvana, Inc.’s stockholders with respect to the transactions contemplated by the merger agreement. Information regarding Airvana, Inc.’s directors and executive officers is contained in Airvana, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2008 and its proxy statement dated April 21, 2009, which are filed with the SEC. As of December 11, 2009, Airvana, Inc.’s directors and executive officers beneficially owned approximately 35,096,231 shares, or 56%, of Airvana, Inc.’s common stock. A more complete description will be available in the Proxy Statement.

Forward-Looking Statements

Statements in this press release regarding the proposed transaction between 72 Mobile Investors, LLC and Airvana, Inc., the expected timetable for completing the transaction, future financial and operating results, benefits of the transaction, future opportunities for the combined company, and any other statements about 72 Mobile Investors, LLC and Airvana, Inc., managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the failure to complete the necessary debt and equity financing arrangements contemplated by the commitment letters received in connection with the merger; the occurrence of any event or proceeding that could give rise to the termination of the merger agreement; the inability to complete the merger due to the failure of the closing conditions to be satisfied; the outcome of any legal proceedings that may be instituted in connection with the merger and the other factors described in Airvana, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2008 and its most recent quarterly report filed with the SEC. 72 Mobile Investors, LLC and Airvana, Inc. disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

Friday, December 18th, 2009 Uncategorized 1 Comment

Former Seagate Storage Executive Joins SMART Modular Technologies’ (SMOD) Executive Team

NEWARK, CA — (Marketwire) — 12/18/09 — SMART Modular Technologies (WWH), Inc. (“SMART” or the “Company”) (NASDAQ: SMOD), a leading independent manufacturer of memory modules and solid state storage products including SSDs, announced the appointment of John Scaramuzzo as SMART’s Senior Vice President and General Manager, Storage Business Unit. Mr. Scaramuzzo’s appointment will be effective on January 4, 2010, and he will report directly to Iain MacKenzie, SMART’s President and CEO. John’s key areas of responsibilities will include all of SMART’s storage business in the enterprise, industrial, defense and aerospace sectors.

“We are pleased to welcome John to SMART’s executive management team. He brings the expertise and track record of a seasoned storage executive with considerable experience in management as well as product development at Seagate, Maxtor, Quantum and Digital Equipment,” commented Mr. MacKenzie. “We look forward to leveraging his specialized background and extensive industry knowledge to lead our storage team and to accelerate SMART’s expansion into new market opportunities.”

Mr. Scaramuzzo’s wide-ranging industry experience culminates from having held several executive and senior level engineering positions in major data storage companies. Most recently from 2008 to 2009, he was the Senior Vice President and General Manager of Seagate Technology’s Enterprise Compute business unit, where he led the rotating and solid state storage businesses as well as ASIC Technology development. Prior to his Enterprise Compute business unit role, John was Senior Vice President of Worldwide Quality Operations from 2006 to 2008. From 2001 to 2006 John was at Maxtor Corporation (acquired by Seagate in 2006) where he held the roles of Executive Vice President, Worldwide Product Development and Research with responsibility for all product and technology development for the Enterprise and Desktop business units, as well as Senior Vice President and General Manager of the Enterprise Products Division, and Vice President of Enterprise Product Development. From 1994 to 2001, Mr. Scaramuzzo held several positions at Quantum Corporation including Director of Product Development for the Enterprise Drive Product Line and the Engineering Manager for several of Quantum’s hard disk drive products. Mr. Scaramuzzo began his career at Digital Equipment Corporation in 1987 as a Senior Design Manager for their hard disk drive products. He holds a B.S. in Electrical Engineering from Boston University and an M.S. in Electrical Science from Harvard University. He also holds three U.S. patents related to disk drive technology and applications.

Mr. Scaramuzzo commented, “I am excited to be joining SMART and continuing the company’s tradition of excellence and innovation. I look forward to working together with Iain MacKenzie and the rest of the team as we introduce new products that will enhance SMART’s storage business and expand the company’s leadership in the emerging solid state storage market.”

About SMART

SMART is a leading independent designer, manufacturer and supplier of electronic subsystems to original equipment manufacturers, or OEMs. SMART offers more than 500 standard and custom products to OEMs engaged in the computer, industrial, networking, telecommunications aerospace, and defense markets. Taking innovations from the design stage through manufacturing and delivery, SMART has developed a comprehensive memory product line that includes DRAM, SRAM, and Flash memory in various form factors. SMART also offers high performance, high capacity SSDs for enterprise, defense, aerospace, industrial automation, medical, and transportation markets. SMART’s presence in the U.S., Europe, Asia, and Latin America enables it to provide its customers with proven expertise in international logistics, asset management, and supply-chain management worldwide. See www.smartm.com for more information.

Forward-Looking Statements

Statements contained in this press release, including the quotations attributed to Messrs. MacKenzie and Scaramuzzo, that are not statements of historical fact, including any statements that use the words “will,” “believes,” “anticipates,” “estimates,” “expects,” “intends” or similar words that describe the Company’s or its management’s future expectations, plans, objectives, or goals, are “forward-looking statements” and are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include projections regarding the Company’s expansion into the solid state storage market, the potential opportunities in that market, new product introductions, and the size and strength of our market position.

Management’s discussion and analysis and related risk factors affecting future results contained in the forms and reports filed with the Securities and Exchange Commission, including the Company’s recently filed Annual Report on Form 10-K for fiscal year 2009 should be reviewed. Such risk factors as outlined in these reports may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. The Company operates in a continually changing business environment and new factors emerge from time to time. The Company cannot predict such factors, nor can it assess the impact, if any, from such factors on the Company or its results. Accordingly, our future results may differ materially from projections and investors are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results. These forward-looking statements are made as of today, and the Company does not currently intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release.

Friday, December 18th, 2009 Uncategorized Comments Off on Former Seagate Storage Executive Joins SMART Modular Technologies’ (SMOD) Executive Team

SenoRx (SENO) Found Not Liable for Patent Infringement

IRVINE, Calif., Dec. 18, 2009 (GLOBE NEWSWIRE) — SenoRx, Inc. (Nasdaq:SENO) today announced that a jury delivered a verdict in favor of SenoRx in a lawsuit brought by Hologic, Inc., Cytyc Corp., and Hologic L.P. (Hologic) in the U.S. District Court for the Northern District of California. Hologic had alleged that SenoRx infringed claims of Hologic’s 6,413,204 and 6,482,142 patents. SenoRx claimed that both patents were invalid, and that the ‘204 patent was not infringed.

The jury found that SenoRx was not liable for infringement of the ‘204 patent and that both patents were invalid. Lloyd Malchow, SenoRx Chairman and Chief Executive Officer, said, “We are pleased with the jury’s verdict. We have been steadfast from the beginning and confident in our position. We look forward to focusing all of management’s time on continuing to develop innovative new products to assist and improve the medical community’s ability to diagnose and more effectively treat breast cancer.”

About SenoRx

SenoRx (Nasdaq:SENO) develops, manufactures and sells minimally invasive medical devices used by breast care specialists for the diagnosis and treatment of breast cancer, including its EnCor(R) vacuum-assisted breast biopsy system and Contura(TM) MLB catheter for delivering radiation to the tissue surrounding the lumpectomy cavity following surgery for breast cancer. SenoRx’s field sales organization serves over 2,000 breast diagnostic and treatment centers in the United States and Canada. In addition, SenoRx sells several of its products through distribution partners in more than 30 countries outside the U.S. and Canada. The company’s line of breast care products includes biopsy disposables, biopsy capital equipment, diagnostic adjunct products and therapeutic disposables. SenoRx is developing additional minimally invasive products for the diagnosis and treatment of breast cancer. For more information, visit the company’s website at www.senorx.com.

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Rentech (RTK) Announces Record Results for Fiscal Year 2009

LOS ANGELES–(BUSINESS WIRE)– Rentech, Inc. (NYSE AMEX: RTK) today announced results for its fiscal 2009 fourth quarter and fiscal year ended September 30, 2009. Reported results for fiscal year 2009 were reduced by accounting changes that resulted in a restatement of previously reported annual and quarterly results for fiscal year 2008 and quarterly results for fiscal year 2009, as discussed below.

2009 Financial Results

For the fourth quarter of fiscal year 2009, Rentech reported revenue of $24.7 million, compared to $74.6 million for the comparable quarter in the prior year. The decline in revenue was attributable to lower fertilizer shipments than for the same quarter in fiscal 2008, due to weaker economic conditions and lower corn prices. Rentech reported a net loss of $6.4 million, or $0.03 per share, for the quarter ended September 30, 2009. This compares to a net loss of $2.9 million, or $0.01 per share, for the comparable period in fiscal year 2008.

For the fiscal year ended September 30, 2009, Rentech reported revenue of $183.0 million compared to $211.0 million for the prior fiscal year. Sales volume decreased primarily due to reduced shipments in the first and fourth quarters of fiscal year 2009 due to unfavorable weather and weaker economic conditions. Rentech reported full year net income, for the first time in the company’s history, of $3.0 million, or $0.02 per share, for the fiscal year ended September 30, 2009, a significant improvement over the net loss of $56.9 million, or $0.34 per share, for the comparable period in fiscal year 2008. Operating income for the Company’s wholly-owned nitrogen fertilizer facility, Rentech Energy Midwest Corporation (REMC), for fiscal year 2009 was $57.0 million as compared to $52.7 million in fiscal year 2008.

Rentech generated EBITDA of $23.6 million on a consolidated basis, and $65.5 million at REMC for fiscal year 2009. EBITDA, operating income, and net income for fiscal year 2009 were each reduced by approximately $6 million due to the impact on the cost of goods sold of restatements related to the accounting treatment of forward purchases of natural gas that had no impact on cash flow, and are further described below. Further explanation of EBITDA, a non-GAAP measure, a computation of both consolidated and REMC EBITDA, and the impacts of the accounting changes are shown below in this press release

Selling, general and administrative (SG&A) expenses were $24.1 million for the fiscal year ended September 30, 2009, down from $33.4 million for the prior year. Reductions in staff, travel and information technology expenditures accounted for a majority of the decline in SG&A expenses. Research and development (R&D) expenses for the fiscal year ended September 30, 2009 were $21.4 million, significantly lower than the $64.5 million reported for fiscal year 2008. The decrease in R&D expenses was primarily due to the completion of construction of the Company’s Product Demonstration Unit (PDU), the cost of which was expensed, in the prior fiscal year. Current period R&D expenses were for operation of the PDU, and for work on catalyst and process improvements.

As of September 30, 2009, Rentech had cash and cash equivalents of $69.1 million on a consolidated basis.

Commenting on the fiscal year 2009 financial results, D. Hunt Ramsbottom, President and CEO of Rentech, stated, “Fiscal year 2009 was an exceptional year for our Company. For the first time in Rentech’s history, we generated positive net income and consolidated EBITDA.” Mr. Ramsbottom continued, “Disciplined cost management and record cash flow generation at REMC enabled us to make significant advances in our alternative fuels business in a challenging economic environment when many companies were retrenching or failing. As a result, we made considerable commercial progress such as advancing our renewable energy project in Rialto, CA and enhancing our technology portfolio with biomass gasification technologies.”

Accounting Changes; Restatement

The Company announced that it has corrected its accounting treatment of forward gas purchase contracts and inventory valuation. This correction required restatements of the annual and quarterly consolidated financial statements for fiscal year 2008, and for the first three quarters of fiscal year 2009. The restated financial statements and the impacts of the accounting correction are included in the Company’s Form 10-K for the fiscal year ended September 30, 2009, which was filed today.

The restatement corrects a prior incorrect classification of cash deposits required by forward gas purchase contracts as inventory, and reclassifies them as deposits on gas purchase contracts within current assets on the balance sheet. The Company previously recorded impairments of the inventory components represented by those deposits due to declines in the market price of the natural gas covered by the contracts and increased margin and deposit requirements, recognizing those impairments through cost of goods sold prior to delivery of products produced with the gas. As the Company discussed at the time the inventory impairments were reported, cost of goods sold in periods following the impairments benefited to the extent of the impairments, as gas costs in the subsequent periods were recognized at the lower post-impairment cost. The corrected accounting treatment instead recognizes gas costs at contracted prices. Finished goods inventory will be tested for impairment, but no impairments will be recognized for specific components of inventory (such as natural gas under contract). The restatement reverses the impairments and the subsequent benefits to cost of goods sold. These corrections change the timing, but not the total amount, of the recognition of expenses for purchases of natural gas and have no impact on cash flow.

The restatements had the effect of increasing operating earnings and EBITDA in fiscal 2008 by approximately $6 million, and caused a reduction in reported operating earnings and EBITDA in fiscal 2009 of approximately $6 million due to changes in the timing of expense recognition. The guidance that the Company had previously provided regarding expected full year fiscal 2009 results did not give effect to this accounting change or the related downward adjustment in reported fiscal 2009 results caused by the restatement.

Additional detail about the effects of the restatement adjustments are provided below in this press release.

Rentech has also changed its balance sheet treatment of product pre-sale contracts, which has no impact on the statement of operations. The Company previously recorded the entire amount of firm take-or-pay pre-sale contracts as deferred revenue, and recorded accounts receivable for the difference between the total contract amount and the cash deposits received. The new accounting treatment will record deferred revenue only to the extent of cash deposits received, and will record no accounts receivable until products have been shipped. The impact on the September 30, 2008 balance sheet was to reduce deferred revenue and accounts receivable by approximately $58 million. There was no impact on the September 30, 2009 balance sheet, as all product pre-sale contracts at that date were fully paid.

Additional Information

For additional information, see Rentech’s Form 10-K for the fiscal year ended September 30, 2009 available on the Company’s website at www.rentechinc.com.

Conference Call with Management and Availability of Investor Presentation

The Company will hold a conference call tomorrow. December 15, at 10:00 a.m. PST, during which time Rentech’s senior management will review the Company’s financial results for these periods and will provide an update on corporate developments. Callers may listen to the live presentation, which will be followed by a question-and-answer segment by dialing: 800-786-6104 or 212-231-2903. An audio webcast of the call will be available at www.rentechinc.com within the News and Events portion of the site under the Presentations section. A replay will be available by audio webcast and teleconference from 1:00 p.m. PST on December 16 through 1:00 p.m. PST on December 23. The replay teleconference will be available by dialing 800-633-8284 or 402-977-9140 and the reservation number 21443843.

A presentation on the Company’s Rialto Renewable Energy Center will be available prior to the conference call at www.rentechinc.com within the Investor Relations portion of the site under the Presentations section.

RENTECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in thousands, except per share data)

                            For the Three Months       For the Twelve Months

                            Ended September 30,        Ended September 30,

                            2009         2008          2009         2008

Total Revenues              $ 24,717     $ 74,604      $ 183,000    $ 210,971

Cost of Sales                 17,256       53,815        122,204      154,420

Gross Profit                  7,461        20,789        60,796       56,551

Operating Expenses            10,677       18,377        46,920       107,022

Operating Income (Loss)       (3,216  )    2,412         13,876       (50,471 )

Total Other Expenses          (3,100  )    (5,335  )     (10,859 )    (6,489  )

Income (Loss) from
Continuing Operations

before Income Taxes           (6,316  )    (2,923  )     3,017        (56,960 )

Income tax expense            43           7             61           13

Income (Loss) from            (6,359  )    (2,930  )     2,956        (56,973 )
Continuing Operations

Gain on sale of               6            30            72           91
discontinued operations

Net income from               6            30            72           91
discontinued operations

Net Income (Loss)           $ (6,353  )  $ (2,900  )   $ 3,028      $ (56,882 )

Basic Income (Loss) per
Common Share

Continuing operations       $ (0.03   )  $ (0.01   )   $ 0.02       $ (0.34   )

Discontinued operations       0.00         0.00          0.00         0.00

Basic Income (Loss) per     $ (0.03   )  $ (0.01   )   $ 0.02       $ (0.34   )
Common Share

Diluted Income (Loss) per
Common Share

Continuing operations       $ (0.03   )  $ (0.01   )   $ 0.02       $ (0.34   )

Discontinued operations       0.00         0.00          0.00         0.00

Diluted Income (Loss) per   $ (0.03   )  $ (0.01   )   $ 0.02       $ (0.34   )
Common Share

Weighted-Average Shares:

Basic                         197,022      166,216       174,445      165,480

Diluted                       201,389      166,216       175,578      165,480

Restatement Effects

The following tables (in thousands, except per share data) set forth the effects of the restatement on selected line items within Rentech’s previously reported consolidated financial statements for the full year and quarterly periods for fiscal year 2008 and for the first three quarters of fiscal year 2009. The following tables provide only a summary of the effects of the restatement, do not include all line items that have been affected by the restatement and should be read in conjunction with the restated consolidated financial statements contained in Part II, Item 8 of the Company’s Form 10-K for the period ended September 30, 2009.

Year Ended September 30, 2008

                                   As Previously   Restatement   As Restated
                                   Reported        Adjustments

Total cost of sales                $ 160,425       $ (6,005 )    $ 154,420

Gross profit                         50,546          6,005         56,551

Write down of inventory to market    8,650           (8,650 )      0

Loss from continuing operations      (62,965 )       6,005         (56,960 )
before income taxes

Net loss                             (62,887 )       6,005         (56,882 )

EPS - Basic                          (0.38   )       0.04          (0.34   )

EPS - Diluted                        (0.38   )       0.04          (0.34   )
As of September 30, 2008

                              As Previously   Restatement   As Restated
                              Reported        Adjustments

Inventories                   $ 29,491        $ (12,362 )   $ 17,129

Deposits on gas contracts       --              18,368        18,368

Accumulated deficit             (255,260 )      6,005         (249,255 )

Total stockholders' deficit     (13,089  )      6,005         (7,084   )

Deferred Revenue                120,709         (57,901 )     62,808


            Year Ended September 30, 2009

            First Quarter                        Second Quarter                         Third Quarter

            December 31, 2008                    March 31, 2009                         June 30, 2009

            As          Restatement  As          As           Restatement               As          Restatement  As
            Previously  Adjustment   Restated    Previously   Adjustment   As Restated  Previously  Adjustment   Restated
            Reported                             Reported                               Reported

Total cost  $ 40,416    $ (4,061  )  $ 36,355    $ 19,793     $ 8,131      $ 27,924     $ 38,850    $ 1,819      $ 40,669
of sales

Gross
profit        9,661       4,061        13,722      (3,004  )    (8,131 )     (11,135 )    52,567      (1,819 )     50,748
(loss)

Write down
of            10,115      (10,115 )    0           5,861        (5,861 )     0            116         (116   )     0
inventory
to market

Income
(loss)
from
continuing    (4,320 )    4,061        (259   )    (16,592 )    (8,131 )     (24,723 )    36,133      (1,819 )     34,314
operations
before
income
taxes

Net income    (4,323 )    4,061        (262   )    (16,539 )    (8,131 )     (24,670 )    36,132      (1,819 )     34,313
(loss)

EPS -         (0.03  )    0.03         0.00        (0.10   )    (0.05  )     (0.15   )    0.22        (0.01  )     0.21
Basic

EPS -         (0.03  )    0.03         0.00        (0.10   )    (0.05  )     (0.15   )    0.22        (0.02  )     0.20
Diluted



            Year Ended September 30, 2008

            First Quarter                          Second Quarter                         Third Quarter

            December 31, 2007                      March 31, 2008                         June 30, 2008

            As           Restatement               As           Restatement               As          Restatement  As
            Previously   Adjustments  As Restated  Previously   Adjustments  As Restated  Previously  Adjustments  Restated
            Reported                               Reported                               Reported

Total cost  $ 37,182     $ (82 )      $ 37,100     $ 20,616     $ 82         $ 20,698     $ 42,807    $ 0          $ 42,807
of sales

Gross         10,278       82           10,360       7,917        (82 )        7,835        17,567      0            17,567
profit

Write down
of            82           (82 )        0            0            0            0            0           0            0
inventory
to market

Loss from
continuing
operations    (23,437 )    82           (23,355 )    (22,812 )    (82 )        (22,894 )    (7,788 )    0            (7,788 )
before
income
taxes

Net loss      (23,414 )    82           (23,332 )    (22,796 )    (82 )        (22,878 )    (7,772 )    0            (7,772 )

EPS -         (0.14   )    0            (0.14   )    (0.14   )    0            (0.14   )    (0.05  )    0            (0.05  )
Basic

EPS -         (0.14   )    0            (0.14   )    (0.14   )    0            (0.14   )    (0.05  )    0            (0.05  )
Diluted

                                        Year Ended September 30, 2008

                                        Fourth Quarter

                                        September 30, 2008

                                        As Previously  Restatement  As
                                        Reported       Adjustments  Restated

Total cost of sales                     $ 59,820       $ (6,005 )   $ 53,815

Gross profit                              14,784         6,005        20,789

Write down of inventory to market         8,568          (8,568 )     0

Loss from continuing operations before    (8,928 )       6,005        (2,923 )
income taxes

Net loss                                  (8,905 )       6,005        (2,900 )

EPS - Basic                               (0.05  )       0.04         (0.01  )

EPS - Diluted                             (0.05  )       0.04         (0.01  )

Disclosure Regarding Non-GAAP Financial Measures

EBITDA is a presentation of “earnings before interest, taxes, depreciation and amortization.” Management believes that EBITDA (a non-GAAP metric) can be a useful indicator of the fundamental operating performance of the Company’s fertilizer production facility, Rentech Energy Midwest Corporation (REMC), and of the consolidated company. Management believes that EBITDA can help investors more meaningfully evaluate the company’s and REMC’s operating performances by eliminating the effect of non-cash expenses and non-operating expenses of interest, taxes and depreciation and amortization. We believe that our investors may use EBITDA as a measure of the operating performance of REMC’s and the company’s businesses. We recommend that investors carefully review the GAAP financial information (including our statement of cash flows) included as part of our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our earnings releases; compare GAAP financial information with the non-GAAP financial results disclosed in our quarterly earnings releases and investor calls, and read the computation below.

Fiscal Year 2009 Consolidated EBITDA ($ millions)

                                Pre-Restatement   Restatement Impact   Actual

Operating Income                $ 19.8            $ ( 6.0 )            $ 13.8

Depreciation and Amortization     9.8               -                    9.8

EBITDA                          $ 29.6            $ ( 6.0 )              23.6
Fiscal Year 2009 REMC EBITDA ($ millions)

                                Pre-Restatement   Restatement Impact   Actual

Operating Income                $ 63.0            $ ( 6.0 )            $ 57.0

Depreciation and Amortization     8.5               -                    8.5

EBITDA                          $ 71.5            $ ( 6.0 )            $ 65.5

About Rentech, Inc.

Rentech, Inc. (www.rentechinc.com), incorporated in 1981, provides clean energy solutions. The Company’s Rentech-SilvaGas biomass gasification process can convert multiple biomass feedstocks into synthesis gas (syngas) for production of renewable fuels and power. Combining the gasification process with Rentech’s unique application of proven syngas conditioning and clean-up technology and the patented Rentech Process based on Fischer-Tropsch chemistry, Rentech offers an integrated solution for production of synthetic fuels from biomass. The Rentech Process can also convert syngas from fossil resources into ultra-clean synthetic jet and diesel fuels, specialty waxes and chemicals. Final product upgrading is provided under an alliance with UOP, a Honeywell company. Rentech develops projects and licenses these technologies for application in synthetic fuels and power facilities worldwide. Rentech Energy Midwest Corporation, the Company’s wholly-owned subsidiary, manufactures and sells nitrogen fertilizer products including ammonia, urea ammonia nitrate, urea granule, and urea solution in the corn-belt region of the central United States.

Safe Harbor Statement

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 about matters such as the Company’s advancement of its renewable energy project in Rialto, CA, the enhancement of its technology portfolio and trends in expenses and cost management. These statements are based on management’s current expectations and actual results may differ materially as a result of various risks and uncertainties. Other factors that could cause actual results to differ from those reflected in the forward-looking statements are set forth in the Company’s prior press releases and periodic public filings with the Securities and Exchange Commission, which are available via Rentech’s web site at www.rentechinc.com. The forward-looking statements in this press release are made as of the date of this press release and Rentech does not undertake to revise or update these forward-looking statements, except to the extent that it is required to do so under applicable law.

Thursday, December 17th, 2009 Uncategorized Comments Off on Rentech (RTK) Announces Record Results for Fiscal Year 2009

Citizens First Corporation (CZFC) Announces Progress in Implementing Profitability Initiatives

Citizens First Corporation Announces Progress in Implementing Profitability Initiatives; Comments on Withdrawn Tender Offer

BOWLING GREEN, Ky., Dec. 17 /PRNewswire-FirstCall/ — Citizens First Corporation (Nasdaq: CZFC) announced today its progress in implementing the profitability improvement initiatives that were previously announced in October, and also commented on the status of the tender offer commenced by Porter Bancorp, Inc. in October.

The profitability improvement initiatives Citizens First announced in October were designed to generate improved financial performance and enhance shareholder value. They include several actions to streamline branch delivery and reduce staffing levels, including the following:

    --  A comprehensive evaluation of Citizens First's branch network that
        resulted in the decision to close its Franklin North and Glasgow
        Downtown branch locations effective January 29, 2010.  Customers at both
        locations will continue to be serviced at Citizens' eight other full
        service branch locations that are strategically placed to service its
        customer base.
    --  The relocation of the corporate headquarters within the Company's
        existing facility and the downsizing of administrative services to
        improve efficiency and reduce overhead expense.
    --  The evaluation and subsequent reduction of staff levels in both the
        branch network and administrative services area which reduced the number
        of full time equivalent employees from 107 as of September 30 to 90 as
        of November 30.

Todd Kanipe, Citizens First’s CEO, commented, “These actions are the first steps in our ongoing plans to enhance the value of Citizens First as an independent institution. We expect that these changes in facilities and staffing will reduce our operating expenses in 2010 by approximately $800,000.” Charges incurred as a result of severance payments and fixed asset expenses related to the branch closures and staffing reductions will be reflected in Citizens First’s financial results for the fourth quarter of 2009.

In addition, Mr. Kanipe noted that the Company was pleased that the hostile tender offer for control of Citizens First commenced by Porter Bancorp, Inc. in October was withdrawn on December 15, 2009, prior to its scheduled expiration date. “As our shareholders know, after careful review and consideration and the receipt of advice from our financial advisors that the offer was inadequate from a financial viewpoint, was highly conditional and included regulatory deficiencies, our Board of Directors unanimously recommended that Citizens First’s shareholders reject Porter’s offer and not tender their shares. With the offer being withdrawn, our executive management team can now continue forward with its plans to improve the performance of Citizens First without the distraction and additional costs related to Porter’s hostile tender offer.”

Jack Sheidler, Chairman of the Board, added, “The Board and management of Citizens First are and will remain fully committed to enhancing the value of the institution. We appreciate the support we have received from our shareholders and thank them for their continued support.”

About the Company

The Company is a bank holding company headquartered in Bowling Green, Warren County, Kentucky. As of September 30, 2009, the Company had total assets of $341.7 million and total deposits of $275.7 million.

Forward-looking statements

Certain statements in this press release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Words such as “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and similar expressions are used to identify these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ materially are economic conditions generally and in the market areas of the Company, a continuation or worsening of the current disruption in credit and other markets, goodwill impairment, overall loan demand, increased competition in the financial services industry which could negatively impact the Company’s ability to increase total earning assets, retention of key personnel and the success of cost savings and expense reductions from planned branch closures and restructuring. Actions by the U.S. Department of the Treasury and federal and state bank regulators in response to changing economic conditions, changes in interest rates, loan prepayments by and the financial health of the Company’s borrowers, and other factors described in the reports filed by the Company with the Securities and Exchange Commission could also impact current expectations.

Thursday, December 17th, 2009 Uncategorized Comments Off on Citizens First Corporation (CZFC) Announces Progress in Implementing Profitability Initiatives

CoxHealth (OMCL) Chooses Omnicell Solutions for Medication and Supply Management

CoxHealth Chooses Omnicell Solutions for Medication and Supply Management

MOUNTAIN VIEW, Calif., Dec. 17 /PRNewswire-FirstCall/ — Omnicell, Inc., (Nasdaq: OMCL) a leading provider of medication system solutions to acute healthcare facilities, today announced that CoxHealth, a Top 100 Integrated Health Care Network in Springfield, Missouri, has chosen Omnicell as its primary vendor for automated medication management and supply solutions.

“Omnicell’s patient-specific approach to supply and medication automation will increase our workflow efficiency, streamline the nurses’ access to, distribution and tracking of patient medications in a safer manner,” said Karen Kramer, chief nursing officer, CoxHealth. “Their advanced and flexible management systems will help our clinical staff to avoid preventable medication errors, while at the same time allowing them to focus on what’s really important, patient care.”

CoxHealth, which consists of a three-hospital network, will be using a variety of Omnicell solutions, including its automated medication and supply cabinets, anesthesia workstations, central pharmacy carousels and leading software solutions such as Anywhere RN(TM) and SinglePointe(TM). Anywhere RN is a unique medication management solution that enables nurses to review and select medication orders from virtually any hospital workstation, while SinglePointe is an automated patient-specific management solution that revolutionizes the way medications are stored, managed and tracked, reducing the risk of medication errors while increasing staff efficiency.

“We are thrilled the CoxHealth hospital network has chosen Omnicell’s advanced technology and best-of-breed solutions for its vital medication and supply management responsibilities,” said J. Christopher Drew, senior vice president, field operations for Omnicell. “CoxHealth went through a stringent evaluation period before choosing to replace its existing system with our solution set, and we are confident their decision will be rewarded with improved safety and patient care.”

CoxHealth conducted an 18-month assessment process of alternate solutions before choosing Omnicell’s pharmacy and supply solutions to replace its current systems. CoxHealth was particularly impressed with Omnicell’s proprietary Anywhere RN and SinglePointe software.

“Omnicell solutions not only serve the variety of patient-care areas our network offers, but also integrates into our existing systems to provide a seamless delivery model,” said Daniel H. Good, administrative director of pharmacy, CoxHealth. “Omnicell has been the most professional and patient organization to work with through this process, and we are pleased to partner with them as our solution provider for medication and supply automation. For us, this is more than just a new medication or supply cabinet–it is a key part of our patient safety system.”

About CoxHealth

CoxHealth is accredited by The Joint Commission and distinguished as one of the nation’s Top 100 Integrated Healthcare Systems (2006-2009). Established in 1906 and based in Springfield, Mo., CoxHealth serves more than 900,000 people in a 25-county service area in southwest Missouri and northwest Arkansas. Our services include three hospitals and more than 50 physician clinics in 20 communities, Oxford HealthCare (a home health agency), Home Parenteral Services (home infusion therapy), CoxHealth Foundation, Cox College, Cox Family Medicine Residency and much more.

About Omnicell

Omnicell, Inc. (NASDAQ: OMCL) is a leading provider of systems to enable healthcare facilities to increase operational efficiency, enhance patient safety and allow clinicians to spend more time with their patients.

Founded in 1992, Omnicell’s medication-use solutions include complete automation systems for the central pharmacy, anesthesia workstations for the operating room, dispensing cabinet systems for nursing units, and safe, secure medication transportation and verification systems to the patient bedside. From a medication’s arrival at the receiving dock to its dosing to the patient, Omnicell systems store it, package it, bar code it, order it, issue it, and provide information and controls on its use and reorder.

Omnicell supply product lines provide a healthcare institution with comprehensive supply chain solutions that result in fast, effective control of costs, capture of charges for payer reimbursement, and timely reorder of supplies. Products range from high-security closed-cabinet systems and software to open-shelf and combination solutions in the nursing unit, cath lab and operating room.

For more information, visit www.omnicell.com.

Thursday, December 17th, 2009 Uncategorized Comments Off on CoxHealth (OMCL) Chooses Omnicell Solutions for Medication and Supply Management

YM BioSciences Inc. (YMI) and Therapure Biopharma Inc. Announce Contract

MISSISSAUGA, ON, Dec. 17 /PRNewswire-FirstCall/ – David Allan, Chairman and CEO of YM BioSciences Inc. and Thomas Wellner, President and CEO of Therapure Biopharma Inc. today announced the signing of an agreement under which Therapure Biopharma will provide fill and finish services for nimotuzumab, the humanized monoclonal antibody licensed to YM’s majority-owned Canadian subsidiary, CIMYM BioSciences Inc., by the Centre of Molecular Immunology (CIM). Under the terms of the agreement, Therapure will formulate and fill nimotuzumab into sterile vials in their aseptic GMP certified and Health Canada licensed fill suite in Mississauga, Canada. The facility is built to FDA, EMEA, MHRA and Health Canada standards. The final product will be utilized by YM BioSciences and its licensees, Daiichi Sankyo in Japan, Kuhnil in South Korea, and Oncoscience AG in Europe for all activities and by Innogene Kalbiotech, YM’s licensee in Southeast Asia, for global clinical trials.

Nimotuzumab is a humanized monoclonal antibody that targets and binds to the epidermal growth factor receptor (EGFR), the well-validated oncology target. Nimotuzumab is currently being evaluated in 32 clinical studies worldwide in numerous indications, including multiple stages of non-small-cell lung cancer, pediatric and adult glioma, esophageal cancer, pancreatic cancer, gastric cancer and head & neck cancer. Three Phase III trials and eight Phase II trials of those 32 are being conducted between YM and its four licensees. Nimotuzumab has been approved for marketing in 23 countries including Argentina, Brazil, China, India, Indonesia and, most recently, Mexico. In 2009, worldwide revenues for EGFR-targeting monoclonal antibodies are expected to approximate $2 billion.

“We have been very pleased with the performance of nimotuzumab during our on-going clinical development program advancing it toward the market,” said David Allan. “Combining the supply of the active drug product from the Center Molecular Immunology with the fill/finish capabilities of Therapure’s manufacturing suite provides CIM and YM BioSciences with a cost-effective and complete Canadian solution that integrates the numerous skills required in the production of biologics and provides a North American GMP standard to the nimotuzumab manufacturing process. Our product is well suited to Therapure’s flexible and modern Health Canada-licensed facility.”

“Therapure Biopharma is proud to be able to work with YM BioSciences and to apply our expertise to support the clinical evaluation of this differentiated drug, and we look forward to continuing the process through supply of the commercial product when marketing authorizations are granted in the major markets,” said Thomas Wellner. “Therapure Biopharma has much experience filling and finishing a variety of biopharmaceutical products in different formats. Working closely with YM BioSciences, another successful Canadian-based biotech company, has allowed us to meet their quality requirements for a successful globalization of this exciting cancer treatment.”

The agreement has been concluded between Therapure Biopharma and YM BioSciences and the implementation of the agreement will occur upon the finalization of the contract agreed with CIM.

About Therapure Biopharma

Therapure Biopharma Inc. is an integrated biopharmaceutical company that develops, manufactures, purifies and packages therapeutic proteins. As a contract development and manufacturing organization (CDMO) Therapure Biopharma applies scientific, manufacturing, and downstream purification expertise with an intimate understanding of advanced biology, complex proteins, and regulatory processes to develop effective and innovative solutions to advance products from discovery to market for its clients. Therapure’s Health Canada licensed 130,000 sq.ft. facility, includes manufacturing, research and quality control laboratories and a cGMP warehouse, is built to U.S. FDA, EMEA, MHRA and Health Canada standards for the aseptic handling and purification of proteins.

For more information, please visit: www.therapurebio.com

About YM BioSciences

YM BioSciences Inc. is a life sciences product development company that identifies and advances a portfolio of promising cancer-related products at various stages of development. The Company is currently developing two late-stage products: nimotuzumab, an EGFR-targeting Affinity-Optimized Antibody(TM),and AeroLEF(R),a proprietary, inhaled-delivery composition of free and liposome-encapsulated fentanyl. Products in clinical development at Cytopia Ltd., the Australian public company that, subject to shareholder agreement, shall be merged into YM, include a JAK 1/2-targeting small molecule (CYT387) in a Phase I clinical trial at Mayo Clinic and a novel vascular disrupting agent (CYT997) in a Phase I/II trial internationally. YM has proven regulatory and clinical trial expertise and a diversified business model designed to reduce risk while advancing clinical products toward international approval, marketing and commercialization. Nimotuzumab is licensed to CIMYM BioSciences Inc., the majority-owned Canadian subsidiary of YM. YM is acting on behalf of CIM to assure the technology transfer to Therapure and will manage the interaction with Therapure for the fill and finish.

This press release may contain forward-looking statements, which reflect the Company’s current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Company’s ongoing quarterly and annual reporting. Certain of the assumptions made in preparing forward-looking statements include but are not limited to the following: that nimotuzumab will continue to demonstrate a competitive safety profile in ongoing and future clinical trials; that AeroLEF(R) will continue to generate positive efficacy and safety data in future clinical trials; and that YM and its various partners will complete their respective clinical trials within the timelines communicated in this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Thursday, December 17th, 2009 Uncategorized Comments Off on YM BioSciences Inc. (YMI) and Therapure Biopharma Inc. Announce Contract

Quaterra (QMM) and Goldcorp Join Forces to Explore Central Mexico

VANCOUVER, BRITISH COLUMBIA–(Marketwire – 12/17/09) – Quaterra Resources Inc. (TSX-V:QTANews)(AMEX:QMMNews) today announced that Goldcorp Inc. of Vancouver, B.C., has signed a letter of intent (LOI) with the Company. Under the LOI, Goldcorp has an option to acquire an interest in certain mining properties held by or acquired by the Company in central Mexico (the “Interest”) in return for funding generative exploration by Quaterra through a private placement of US$10 million in the Company over two years.

Goldcorp has agreed to purchase 3,001,418 units of Quaterra for total consideration of US$4 million (price determined by the 10 day volume weighted average price prior to this announcement, the “10 day VWAP”). Each unit is comprised of one common share and one-half non-transferrable share purchase warrant. Each full warrant entitles the holder to purchase an additional common share at a 25% premium to the private placement unit price and is exercisable for a two-year period from the date of issuance. In the second year, Goldcorp has committed to participate in a second private placement to purchase an additional US$6 million of Quaterra units at a price determined by the 10 day VWAP on the first anniversary of the Definitive Agreement (the “Agreement”). The Agreement is for three years or extendable to four years, provided that Goldcorp exercises all of the warrants by the end of the second year.

Goldcorp has an option to acquire up to 65% in any property in the central Mexico Interest, with the exception of Nieves, by spending $2 million over a two-year period on advanced exploration and by completing a bankable feasibility.

“This agreement provides a strong incentive for us to be successful in our exploration efforts,” says Quaterra President and CEO Thomas Patton. “In the generative phase, Quaterra will be relying on the same exploration team that made the initial Penasquito discovery in Zacatecas State, Mexico, which was later acquired by Goldcorp. In the advanced phase, Goldcorp has the option to bring its formidable development and mine building expertise to the table.”

Says Charles Ronkos, Vice President of Exploration for Goldcorp: “This agreement brings together two talented teams that separately delineated and built the world-class Penasquito deposit. Joining forces to explore this prolific area will increase our chances to make additional important discoveries.”

Quaterra Resources Inc. is a junior exploration company focused on making significant mineral discoveries in North America. The company uses in-house expertise and its extensive network of consultants, prospectors and industry contacts to identify, acquire and evaluate prospects in mining-friendly jurisdictions with the potential to host large and/or base metal, precious metal or uranium deposits. The company’s preference is to acquire a 100% interest in properties on reasonable terms and maintain this interest through initial evaluation.

On behalf of the Board of Directors,

Thomas Patton, President and Chief Executive Officer, Quaterra Resources Inc.

Some statements contained in this news release are forward-looking statements within the safe harbor of the Private Securities Litigation Reform Act of 1995. These statements generally are identified by words such as the Company “believes”, “expects”, and similar language, or convey estimates and statements that describe the Company’s future plans, objectives or goals. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Further information regarding risks and uncertainties which may cause results to differ materially from those projected in forward-looking statements, are included in filings by the Company with securities regulatory authorities. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company does not undertake to update any forward-looking statement that may be made from time to time except in accordance with applicable securities laws. References may be made in press releases to historic mineral resource estimates. None of these are NI 43-101 compliant and a qualified person has not done sufficient work to classify these historic estimates as a current mineral resource. They should not be relied upon and Quaterra does not treat them as current mineral resources.

Expanded information on the Company’s projects is described on our website at www.quaterra.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Similarly, the NYSE Amex has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Thursday, December 17th, 2009 Uncategorized Comments Off on Quaterra (QMM) and Goldcorp Join Forces to Explore Central Mexico

Sonic Solutions (SNIC) Raises $30 Million

NOVATO, Calif., Dec. 17 /PRNewswire-FirstCall/ — Sonic Solutions® (Nasdaq: SNIC) today announced the public offering of 3,000,000 shares of its common stock at a price of $9.70 per share.  All of the shares are being offered by Sonic® under its currently effective shelf registration statement.   Sonic will receive proceeds of approximately $27,174,500, net of fees and other expenses related to the transaction.

Sonic intends to use the net proceeds of the sale of the common stock primarily for general corporate purposes.

William Blair & Company is acting as the sole book-running manager and Canaccord Adams is acting as co-manager for the offering.

The Company has granted the underwriters a 30-day option to purchase up to an additional 450,000 shares of common stock to cover over-allotments, if any. The offering is expected to close on December 22, 2009, subject to customary closing conditions.

The public offering is being made only by means of a prospectus, copies of which may be obtained, when available, from William Blair & Company, L.L.C., Attention: Prospectus Department, 222 West Adams, Chicago, Illinois 60606 or by calling 1-800-621-0687. Alternatively, the prospectus and the registration statement, of which the prospectus forms a part, are available for free by visiting EDGAR on the SEC web site at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Sonic Solutions

Sonic Solutions® (Nasdaq: SNIC) is powering the digital media ecosystem through its complete range of Hollywood to Home™ applications, services, and technologies. Sonic’s Roxio® products enable consumers to easily manage and enjoy personal digital media content as well as premium Hollywood entertainment on a broad range of connected devices. A wide array of leading technology firms, professionals, and developers rely on Sonic to bring innovative digital media functionality to next-generation devices and platforms. Sonic Solutions is headquartered in Marin County, California.

Sonic, the Sonic logo, Sonic Solutions, Hollywood to Home, and Roxio are trademarks or registered trademarks of Sonic Solutions in the United States and/or other countries. All other company or product names are trademarks of their respective owners and, in some cases, are used by Sonic Solutions under license.

Thursday, December 17th, 2009 Uncategorized Comments Off on Sonic Solutions (SNIC) Raises $30 Million

China TransInfo (CTFO) Awarded New Contracts Valued at Approximately RMB 140 Million (PRN)

China TransInfo Awarded New Contracts Valued at Approximately RMB 140 Million

BEIJING, Dec. 16 /PRNewswire-Asia-FirstCall/ — China TransInfo Technology Corp., (Nasdaq: CTFO), (“China TransInfo” or the “Company”), a leading provider of public transportation information systems technology and comprehensive solutions in the People’s Republic of China (“PRC”) today announced that the Company was recently awarded a provincial highway toll settlement and billing system contract in Shanxi Province valued at approximately RMB 26 million, or approximately USD $3.8 million through its VIE Beijing PKU Chinafront High Technology Co. Ltd (“PKU”). In addition, the Company was awarded an intelligent transportation system contract in Hubei Province valued at approximately RMB 114 million, or approximately USD $16.7 million through it VIE Beijing UNISITS Technology Co. Ltd (“UNISITS”).

Shanxi Province Highway Toll Settlement and Billing System

For Shanxi Province, China TransInfo will design a highway toll settlement monitoring, management and control center system, establish data analysis and decision platforms, and create a provincial level toll station satisfaction evaluation system. This project represents the first provincial level real-time highway toll settlement monitoring, data mining and analysis system in China.

The system will cover all 135 toll collection stations on 1,063 toll roads in Shanxi Province with nearly 2,000 kilometers of highway coverage. According to Shanxi Province’s highway development plan, highway coverage will reach 5,000 kilometers by year-end 2012.

Hubei Province Intelligent Transportation System

For the intelligent transportation system in Hubei Province, UNISITS will design the traffic engineering electronics and machinery (E&M) system for expressways from Macheng City to Wuhan City in Hubei Province. The USD $16.7 million contract is expected to be completed by year-end 2010.

At approximately 60,300 kilometers at year-end 2008, China’s expressway system is the second largest in the world. Pursuant to China’s 11th five-year plan, expressways will increase to 65,000 kilometers at year-end 2010 and to 85,000 kilometers by year-end 2020.

“Our winning the Shanxi project resulted from our successful synergies of UNISITS’ business model. By integrating China TransInfo and UNISITS’ technological advantages and industry experience, we are very proud to offer the premier software products for China’s highway sector,” commented Shudong Xia, Chief Executive Officer of China TransInfo. “As the Chinese government makes considerable investments in the highway sector, we are confident we will not only continue our expansion in the highway engineering and machinery (E&M) system markets, but also enter new markets by leveraging our premier software products.”

About China TransInfo

China TransInfo, through its affiliate, China TransInfo Technology Group Co., Ltd., (the “Group Company”) and the Group Company’s PRC operating subsidiaries, is primarily focused on providing transportation information services and comprehensive solutions based on GIS technologies. The Company aims to become the largest transportation information products and comprehensive solutions provider, as well as the largest real time transportation information platform operator and provider in China. In addition, the Company is developing its transportation system to include Electronic Toll Collection (ETC) technology. As the co-formulator of several transportation technology national standards, the Company owns software copyrights for 88 software products and has won 5 of the 10 model cases sponsored by the PRC Ministry of Communications. The Company’s affiliation with Peking University provides the Company access to the University’s GeoGIS Research Laboratory, including over 30 Ph.D. researchers. As a result, the Company is playing a key role in setting the standards for electronic transportation information solutions. For more information, please visit the Company’s website at http://www.chinatransinfo.com .

Safe Harbor Statement

This press release contains certain statements that may include “forward looking statements”. All statements other than statements of historical fact included herein are “forward-looking statements”. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov ). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

Wednesday, December 16th, 2009 Uncategorized Comments Off on China TransInfo (CTFO) Awarded New Contracts Valued at Approximately RMB 140 Million (PRN)

BioSpecifics Technologies Corp. (BSTC) Announces Top-Line Phase 2b Results for XIAFLEX(TM)

LYNBROOK, N.Y., Dec. 16 /PRNewswire-FirstCall/ — BioSpecifics Technologies Corp. (Nasdaq: BSTC), a biopharmaceutical company developing first in class collagenase-based products, today announced top-line efficacy and safety results from a Phase 2b clinical trial of XIAFLEX(TM) for the treatment of Peyronie’s disease. Peyronie’s disease is characterized by the presence of inelastic collagen on the shaft of the penis, which can distort an erection and make sexual intercourse difficult or impossible in advanced cases. The Phase 2b study, conducted by the Company’s partner, Auxilium Pharmaceuticals, Inc., was designed to measure efficacy endpoints of improvement in penile curvature and improvement in patients’ sexual quality of life using the Peyronie’s disease Patient Reported Outcome (PRO) questionnaire. Overall, XIAFLEX demonstrated a statistically significant change compared to placebo at 36 weeks in both improvement in penile curvature (p=0.001) and the PRO Peyronie’s disease bother domain (p=0.046). There was no statistically significant change in mean scores between XIAFLEX and placebo in the PRO penile pain, intercourse discomfort or intercourse constraint domains. XIAFLEX was well-tolerated and the most common treatment related adverse events in the Phase 2b study were consistent with adverse events reported in previous Peyronie’s disease trials with XIAFLEX, which included injection site bruising, edema and pain.

“Peyronie’s disease can be psychologically devastating and patients have very limited and undesirable treatment options today,” commented Thomas L. Wegman, President of BioSpecifics. “We look forward to progress in the clinical program for XIAFLEX in Peyronie’s disease in 2010.”

In patients who received XIAFLEX, a mean improvement of 29.7% in penile curvature from baseline to 36 weeks was seen (54.4 to 38.2) vs. an 11.0% mean improvement in curvature seen in placebo patients (50.6 to 45.1); (p=0.001). In patients who received XIAFLEX, 60.5% of patients achieved the endpoint of at least a 25% reduction in angle of curvature vs. 25.0% of placebo patients achieving at least a 25% reduction in angle of curvature. In the PRO Peyronie’s disease bother domain, the overall XIAFLEX treatment arm experienced a benefit in mean change in score from baseline to 36 weeks that was significantly better than the overall placebo arm benefit (p=0.046). Auxilium Pharmaceuticals Inc. expects to meet with the U.S. Food and Drug Administration (FDA) in the second quarter of 2010 to further discuss these results.

The Phase 2b study was a randomized, double-blind, placebo-controlled trial that was designed to assess the safety and efficacy of XIAFLEX when administered two times a week, every six weeks, for up to three treatment cycles (2 x 3). The study was conducted at 12 sites throughout the U.S., and 145 patients were monitored for 36 weeks following the first injection, with 109 patients receiving XIAFLEX as a series of intralesional injections and 36 receiving placebo (3:1 ratio) in the study. The treatment and placebo arms were also randomized to test for a benefit with the addition of penile modeling versus no modeling (1:1). Modeling refers to massaging of the plaque and is intended to maximize the enzymatic effect of the XIAFLEX injection in the plaque.

The trial was designed to measure the improvement in penile curvature and complete the validation of disease PRO, which measured four domains of patients’ sexual quality of life over a period of 36 weeks: penile pain, Peyronie’s disease bother, intercourse discomfort and intercourse constraint.

To qualify for the study, patients must have been diagnosed with Peyronie’s disease for longer than six months, have stable disease, be able to maintain a rigid erection and have a penile contracture between 30 and 90 degrees. Patients were stratified by the degree of penile curvature (i.e. 30 degrees to 60 degrees versus 60 to 90 degrees).

About Peyronie’s Disease

Peyronie’s disease is characterized by the presence of inelastic collagen on the shaft of the penis, which can distort an erection and make sexual intercourse difficult or impossible in advanced cases. Significant psychological distress has been noted in sexually active patients with Peyronie’s disease. Currently, there are no effective pharmaceutical therapies for this ailment.

About BioSpecifics Technologies Corp.

BioSpecifics Technologies Corp. is a biopharmaceutical company that has developed injectable collagenase for eleven clinical indications, three of which include: Dupuytren’s disease, Peyronie’s disease, and frozen shoulder (adhesive capsulitis). Its partner Auxilium has announced the acceptance of the Biologic License Application and Priority Review by the FDA’s Arthritis Advisory Committee for injectable collagenase XIAFLEX in the treatment of Dupuytren’s disease, and on September 16, 2009, the Arthritis Advisory Committee unanimously recommended, by a vote of 12 to 0, that the FDA approve XIAFLEX for the treatment of Dupuytren’s disease. Pfizer, Inc. is responsible for marketing XIAFLEX product in Europe.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding the company’s strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, its expected revenue growth, and any other statements containing the words “believes”, “expects”, “anticipates”, “plans”, “estimates” and similar expressions, are forward-looking statements. There are a number of important factors that could cause its actual results to differ materially from those indicated by such forward-looking statements, including the ability of its partner Auxilium to obtain regulatory approval of XIAFLEX(TM) in the United States for Dupuytren’s disease and Peyronie’s disease and the ability of Pfizer to obtain regulatory approval of XIAFLEX(TM) in its territory for these same indications, which will determine the amount of milestone, royalty and sublicense income payments it may receive; the amount of earn out payments it may receive from DFB Biotech Inc. and its affiliates; whether Auxilium exercises its option under the companies’ license agreement for additional indications; the potential benefits of its existing license and development agreements; its estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and other factors identified in the Company’s Form 10-K for the year ended December 31, 2008 and the Form 10-Q for the quarter ended September 30, 2009 and any subsequent reports filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

Wednesday, December 16th, 2009 Uncategorized Comments Off on BioSpecifics Technologies Corp. (BSTC) Announces Top-Line Phase 2b Results for XIAFLEX(TM)

eOn Communications (EONC) Reports Third Consecutive Profitable Quarter

SAN JOSE, Calif., Dec. 16 /PRNewswire-FirstCall/ — eOn Communications Corporation™ (Nasdaq: EONC) (the “Company”), a leading provider of telecommunications solutions, today reported first quarter fiscal results for the period ended October 31, 2009.

First quarter revenue increased 154% to $4,525,000 from $1,784,000 in the first quarter of last year. Net income for the quarter was $379,000 or $0.14 per common share compared to a net loss of $134,000 or $0.05 per common share in the quarter ended October 31, 2008. Included in net income for the quarter was $53,000 of imputed interest expense due to the amortization of the difference between the face value of the contingent obligation to the former Cortelco shareholders and the discounted present value of the note payable recorded on the balance sheet. Net income for the quarter excluding the impact of the imputed interest expense was $432,000 or $0.16 per common share.

eOn’s operating results for the quarter ended October 31, 2009 represent the third consecutive profitable quarter. Financial results for the current quarter include net income of $442,000 of Cortelco Systems Holding Corp., which was acquired on April 1, 2009

Cash, cash equivalents and marketable securities increased 35% to $3,282,000 from $2,424,000 as of October 31, 2008 and increased 9% from $3,010,000 as of July 31, 2009.

“I would like to thank everyone in the organization for their continued efforts to return eOn Communications to profitability,” commented Mr. David S. Lee, Chairman of eOn’s Board of Directors. “Our profitability in the last three quarters has resulted in earnings of $1,083,000, or $0.40 per common share before imputed interest expense. Despite adverse economic conditions, we have achieved positive results through sound management.”

About eOn Communications

eOn Communications Corporation™ is a global provider of innovative communications solutions. Backed by over 20 years of telecommunications engineering expertise, our solutions enable our customers to easily leverage advanced technologies in order to communicate more effectively. To find out more information about eOn Communications and its solutions, visit the World Wide Web at www.eoncommunications.com, or call 800-955-5321.

Note:

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including technical and competitive factors, which could cause the Company’s results and the timing of certain events to differ materially from those discussed in the forward-looking statements. Such risks are detailed in eOn Communications Corporation’s most recent Form 10-K filing with the Securities and Exchange Commission.

eOn Communications Corporation, the mark eOn, and eQueue are trademarks of eOn Communications Corporation.

Wednesday, December 16th, 2009 Uncategorized Comments Off on eOn Communications (EONC) Reports Third Consecutive Profitable Quarter

Mattson Technology (MTSN) Receives Multiple Suprema(R) Photoresist System Orders From Leading Foundry Customer

FREMONT, CA — (Marketwire) — 12/16/09 — Mattson Technology, Inc. (NASDAQ: MTSN), a leading supplier of advanced process equipment used to manufacture semiconductors, today announced that one of the leading semiconductor foundries based in Asia has placed multiple orders for the Company’s Suprema® photoresist strip system. The Company noted that the Suprema systems would be used for all dry strip applications including the high dose implant strip (HDIS), which is the most difficult dry strip process. The tool shipments will start in the current quarter and continue into the first half of 2010.

Sr. Vice President and General Manager of Mattson Technology’s Plasma Products Group, Randy Matsuda, noted, “Suprema continues to gain acceptance as the most production-worthy dry strip system from our customers around the globe. This selection by our long-standing customer is a further testament to Suprema’s advantages in high reliability and productivity, coupled with enabling process performance and flexibility.” Matsuda added, “The HDIS process qualified for production at the customer site is one of the most challenging in the industry. For the formation of shallow junctions in advanced devices, it is critical that we minimize the silicon loss following a clean removal of heavily implanted photoresist. We are very pleased that the Suprema is able to deliver exceptional performance in meeting the customer’s most critical HDIS challenges. We look forward to supporting the customer as they continue to make technology advancements.”

About Mattson Technology, Inc.

Mattson Technology, Inc. designs, manufactures and markets semiconductor wafer processing equipment used in the fabrication of integrated circuits. We are a leading supplier of plasma and rapid thermal processing equipment to the global semiconductor industry. Through manufacturing and design innovation, we have produced technologically advanced systems that provide productive and cost effective solutions for customers fabricating current- and next-generation semiconductor devices. For more information, please contact Mattson Technology, Inc., 47131 Bayside Parkway, Fremont, CA, 94538. Telephone: (800) MATTSON/(510) 657-5900. Internet: www.mattson.com

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements. Forward-looking statements address matters that are subject to a number of risks and uncertainties that can cause actual results to differ materially. Such risks and uncertainties include, but are not limited to: end-user demand for semiconductors; customer demand for semiconductor manufacturing equipment; the timing of significant customer orders for the Company’s products; customer acceptance of delivered products and the Company’s ability to collect amounts due upon shipment and upon acceptance; the Company’s ability to timely manufacture, deliver and support ordered products; the Company’s ability to bring new products to market and to gain market share with such products; customer rate of adoption of new technologies; risks inherent in the development of complex technology; the timing and competitiveness of new product releases by the Company’s competitors; the Company’s ability to align its cost structure with market conditions; and other risks and uncertainties described in the Company’s Forms 10-K, 10-Q and other filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information provided in this news release.

Wednesday, December 16th, 2009 Uncategorized Comments Off on Mattson Technology (MTSN) Receives Multiple Suprema(R) Photoresist System Orders From Leading Foundry Customer

Atmel (ATML) Highly-Integrated Cortex-M3-based Flash MCUs Improve Impedance Matching and Lower Power Up to 50 Percent

Atmel Highly-Integrated Cortex-M3-based Flash MCUs Improve Impedance Matching and Lower Power Up to 50 Percent

SAN JOSE, Calif., Dec. 15 /PRNewswire-FirstCall/ — Atmel® Corporation (Nasdaq: ATML), a leader in microcontroller- and touch-based technologies, today announced the SAM3S series. This series includes 18 general-purpose Cortex®-M3 based Flash microcontrollers that improve impedance matching, simplify PCB design and save 50 percent power at 1 MHz operation with a consumption of only 2.3 mW. At maximum operating frequency of 64 MHz the device consumes 1.45 mW / MHz. Inspired by the market’s best-selling ARM7TDMI®-based SAM7S series, these MCUs enable SAM7S customers to migrate to a 50 percent more powerful and feature-rich MCU, while preserving hardware and software investments. Atmel’s SAM3S also expands market opportunities in applications including consumer, industrial control, metering, toys, medical, test and measurement, 802.15.4 wireless networking, PC, cell phone and gaming peripherals.

The SAM3S is a member of Atmel’s Flash microcontroller family based on the high-performance 32-bit ARM Cortex-M3 RISC processor. It provides processing power and features such as system control, sensor interfaces, 64k to 256 kByte Flash memory options, an optional external parallel bus interface, connectivity capabilities and user interface support. Additional features include On-Die Termination (ODT), USB Device, SDIO, Parallel PIO signal capture, 12-bit ADC and DAC, 4 UARTs, dual I2C, I2S, timers, unique chip ID, and power and reset management. The SAM3S’s supply voltage ranges from 1.62 to 3.6V operation and package options from 48-pin QFP and QFN up to 100-pin QFP and BGA.

On-Die Termination (ODT) simplifies PCB Design – Termination resistors are conventionally added externally to improve impedance matching in transmission lines and avoid signal reflection which can result in erroneous data transmission and current peaks degrading the EMI behavior of the system. ODT consists of integrating the termination resistor inside a semiconductor chip instead of on a printed circuit board. The SAM3S has integrated series resistors on the outputs with a typical value of 35 Ohms, which result in a reduced BOM cost, real estate savings and facilitate PCB design.

Power optimization at reduced operating frequency – Atmel has taken the following steps to minimize the dynamic power consumption of the SAM3U devices in operating modes up to 10 MHz reaching an estimated power consumption reduction at 1 MHz of 50 percent:

    1. Extended supply range from 1.62V to 3.0V
    2. Sense amplifiers of the Flash memory are automatically put to sleep after
       completion of the read cycle
    3. The Flash memory can be read in x64 mode instead of x128 without
       compromising performance
    4. A self-adapting regulator scales current consumption as a function of
       current draw without any software handling

Parallel IO Capture Mode – The SAM3S is the first ARM MCU with parallel data capture mode on PIOs and DMA support. The parallel data capture mode on the PIOs complements the external bus interface for data collection from external devices not compliant with standard memory read protocols, such as low-cost image sensors. Read control signals and the clock are user programmable and data is transferred to memory by DMA offloading the CPU. The security market is moving towards the integration of camera functionality in PIR sensors. The parallel PIO capture mode can interface to image sensors, making the SAM3S a perfect low-cost MCU for next-generation PIR cameras.

Improved safety and security – The SAM3S significantly improves the safety and security features. The Memory Protection Unit (MPU) ensures code protection and secures multi-application/task execution. The hardware CRC with DMA checks the memory integrity in the background, and triggers an interrupt in case of corruption. The ECC detects and corrects single-bit failures on the embedded Flash memory. A 128-bit unique ID and the scrambled external bus interface ensure external software confidentiality while the security bit ensures internal software confidentiality. A mechanism detects clock failure and automatic switches on internal RC oscillator while configuring the outputs of the PWM in a defined state.

Pin-to-pin compatibility between SAM3S and SAM7S MCUs – The SAM3S series is the ideal Cortex-M3 upgrade path for the SAM7S and SAM7SE, Atmel’s best-selling ARM® Flash MCU. With the Cortex-M3 core running at a maximum clock rate of 64 MHz at 1.8V, 85 degrees C, the SAM3S Flash MCU brings a 50 percent raw performance increase over the SAM7S series. In its 64-pin version, the SAM3S is pin-to-pin compatible with the SAM7S, enabling customers to upgrade performance while hardware remains unchanged to preserve investments previously made.

Near-recompile-and-go code portability – The Cortex-M3 core has a completely new instruction set architecture, different from previous ARM7 and ARM9 cores. The 32-bit ARM instruction set has been replaced by a variable length Thumb-2, offering similar performance and 26 percent better code density. Migrating legacy ARM assembly code to the CM3 requires a complete re-write. Atmel has taken steps to ensure maximum code portability between its ARM7-, ARM9- and Cortex-M3-based microcontrollers. Atmel’s SAM7, SAM9 and Cortex-M3-based SAM3 devices have identical hardware abstraction layers and a unified programming model, as well as common peripherals that provide near-recompile-and-go code portability between devices. For more details about code portability from ARM7TDMI to Cortex-M3, refer to the article published by Todd Hixon on October 30, 2009 at http://www.embedded.com/design/220900313 entitled “Migrating ARM7 code to a Cortex-M3 MCU.”

Renewed peripheral set – The SAM3S integrates up to 16 channels on the one mega samples per second (Msps) 12-bit Analog to Digital Converter (ADC) with support for both single-ended and differential inputs. A programmable gain amplifier increases the range of small signals that can benefit from the full-scale 12-bit ADC resolution. Small signals can be amplified up to 4 times. The SAM3S also features a 2-channel 12-bit Digital to Analog Converter (DAC), one analog comparator and a temperature sensor. Connectivity to standard multimedia cards is possible due to the integration of a high-speed SDIO/SD/MMC interface. The USB device with its integrated transceiver have been upgraded with 8 endpoints, a 2688 bytes FIFO, a dedicated PLL, integrated resistors, and is available in 48-pin package for space constraint applications. The SAM3S is hardware-ready for motor control with its advanced PWM, quadrature decoder on 16-bit general-purpose timers, gray counter and hardware synchronization between Timers and ADC.

High data speedway architecture – The combination of a 4-layer AHB system bus matrix natively supported by the Cortex-M3 processor, distributed memory and 21-peripheral DMA channels ensures uninterrupted data flows in parallel with minimum processor overhead. The DMA is tightly integrated in the peripheral programmer’s interface, greatly simplifying driver development and reducing processor overhead in data transfers.

Comprehensive support eco-system and In-System-Programming – Atmel’s SAM3S flash MCU is supported by a rapidly growing number of development tools, real-time operating systems (RTOS), middleware products and technical support services from industry-leading third parties that include IAR(TM), Keil(TM), Micrium® and Segger. The automatic reboot from the on-chip ROM after Flash memory erase facilitates In-System production programming. Atmel provides a software package with register descriptions and device drivers for all peripherals, along with project examples that create an easier use of the microcontroller.

Availability and Pricing – The SAM3S is available in Flash memory densities of 64k, 128k and 256k Bytes and ships in 48-, 64- and 100-pin QFP, 48- and 64-pin QFN packages, and in 100-pin 0.8 mm pitch BGA packages. Sampling starts with the 256 kByte Flash memory density parts in 64- and 100-pin QFP packages and the others will follow in Q1 2010. Production volumes will be available in Q2 2010, with prices ranging from $2.50 USD to $4.45 USD in quantities of 10k units.

Photo

To download a high-resolution photo of the SAM3S, please click the following link: http://www.atmel.com/pressroom/photos/sam3s.png.

More Information

Atmel’s SAM3S product information is available at: http://www.atmel.com/SAM3S.

About Atmel

Atmel is a worldwide leader in the design and manufacture of capacitive touch solutions, microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with complete system solutions focused on consumer, industrial, security, communications, computing and automotive markets.

© 2009 Atmel Corporation. All Rights Reserved. Atmel®, Atmel logo and combinations thereof and others, are registered trademarks or trademarks of Atmel Corporation or its subsidiaries. IAR Systems® is a registered trademark of IAR Systems AB. ARM® is a registered trademark of ARM Ltd. Other terms and product names may be trademarks of others.

Tuesday, December 15th, 2009 Uncategorized 2 Comments

Repligen (RGEN) Receives Second Research Grant from the Muscular Dystrophy Association

Repligen Receives Second Research Grant from the Muscular Dystrophy Association to Support Friedreich’s Ataxia Preclinical Development Program

WALTHAM, Mass., Dec. 15 /PRNewswire-FirstCall/ — Repligen Corporation (Nasdaq: RGEN) today announced that the Company has received $731,000 in research funding to support the ongoing development of new treatments for Friedreich’s ataxia from the Muscular Dystrophy Association (MDA). This grant will support the completion of preclinical GLP toxicology testing and GMP manufacture of a drug candidate for human clinical trials. Support from the MDA not only provides important funding for Repligen’s research but it also provides access to a global network of scientists, physicians and patients. This is the second research grant that Repligen has received from the MDA to support its Friedreich’s ataxia program.

“We would like to thank the Muscular Dystrophy Association for their continued support of our Friedreich’s ataxia program,” stated Walter C. Herlihy, President and Chief Executive Officer of Repligen Corporation. “Funding from the MDA has allowed us to accelerate the development of a treatment that has the potential to be the first drug to modify the course of this very debilitating disease.”

Friedreich’s ataxia is an inherited neurodegenerative disease caused by a single gene defect that results in inadequate production of the protein frataxin. Low levels of frataxin lead to degeneration of both the nerves controlling muscle movements in the arms and legs and the nerve tissue in the spinal cord. Preclinical studies have shown that specific HDAC inhibitors increase production of the protein frataxin which may have the potential to arrest disease progression in patients with Friedreich’s ataxia. A potential clinical candidate synthesized by Repligen is being characterized in preclinical models to fully assess its pharmacologic, toxicologic and pharmacodynamic profile.

About the Muscular Dystrophy Association

The Muscular Dystrophy Association is a voluntary health agency working to defeat more than 40 diseases through programs of worldwide research, comprehensive services, and far-reaching professional and public health education. Friedreich’s ataxia is one of the diseases covered by MDA. For more information, go to www.mda.org.

About Repligen Corporation

Repligen Corporation is a biopharmaceutical company focused on the development of novel therapeutics for neurological disorders. In addition, we are the world’s leading supplier of recombinant Protein A, the sales of which partially fund the advancement of our development pipeline while supporting our financial stability. Repligen’s corporate headquarters are located at 41 Seyon Street, Building #1, Suite 100, Waltham, MA 02453. Additional information may be requested from www.repligen.com.

This press release contains forward-looking statements which are made pursuant to 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. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding current or future financial performance and position, management’s strategy, plans and objectives for future operations, plans and objectives for product development, plans and objectives for present and future clinical trials and results of such trials, plans and objectives for regulatory approval, litigation, intellectual property, product development, manufacturing plans and performance such as the anticipated growth in the monoclonal antibody market and our other target markets and projected growth in product sales, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with: the success of current and future collaborative relationships, the market acceptance of our products, our ability to compete with larger, better financed pharmaceutical and biotechnology companies, new approaches to the treatment of our targeted diseases, our expectation of incurring continued losses, our uncertainty of product revenues and profits, our ability to generate future revenues, our ability to raise additional capital to continue our drug development programs, the success of our clinical trials, our ability to develop and commercialize products, our ability to obtain required regulatory approvals, our compliance with all Food and Drug Administration regulations, our ability to obtain, maintain and protect intellectual property rights for our products, the risk of litigation regarding our intellectual property rights, our limited sales and manufacturing capabilities, our dependence on third-party manufacturers and value added resellers, our ability to hire and retain skilled personnel, our volatile stock price, and other risks detailed in Repligen’s filings with the Securities and Exchange Commission. Repligen assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Tuesday, December 15th, 2009 Uncategorized Comments Off on Repligen (RGEN) Receives Second Research Grant from the Muscular Dystrophy Association

Flextronics (FLEX) Completes SloMedical Acquisition

SINGAPORE, Dec. 15 /PRNewswire-FirstCall/ — Flextronics (Nasdaq: FLEX) today announced that it has completed the previously announced acquisition of SloMedical S.R.O., a leading European manufacturer of disposable medical devices ranging from tubing sets to complex devices for minimally-invasive surgery. Through its medical segment, Flextronics provides a broad set of capabilities to medical device, medical equipment, and pharmaceutical customers. Terms of the deal were not disclosed.

“The SloMedical acquisition expands our service offering for disposables device manufacturing, specifically in Eastern Europe, and provides Flextronics customers with a geographically advantageous, FDA compliant, high quality, clean room enabled production site with competitive costs,” said Dan Croteau, president, Flextronics Medical. “On behalf of Flextronics, I welcome the SloMedical team to Flextronics and look forward to providing our customers with additional product expertise and expanded competitive services.”

About Flextronics

Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer, industrial, infrastructure, medical and mobile OEMs. Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in 30 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

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American (AEZ) Announces Bakken and Three Forks Participation Agreement at the Goliath Project

American Oil & Gas, Inc. (AMEX:AEZ) has entered into a participation agreement at its Williams County, North Dakota Goliath project with an industry company that has extensive experience in Bakken and Three Forks drilling and completion activities. Pursuant to the agreement, the industry company will have the opportunity to earn 25% of American’s working interest in approximately half of the 60,000 net acres at Goliath by funding 100% of American’s interest in a one well drill-to-earn arrangement. American will be carried for and will retain 30% of its original interest in the well and the drill site spacing unit. The industry company will also pay up to an additional $1.1 million to American as part of the agreement. The drilling location has been prepared for the Tong Trust 1-20H earning well, located in Sections 17 and 20 of T157N-R96W, Williams County, North Dakota and drilling is expected to commence before year-end.

The Tong Trust earning well is spaced on 1,280 acres and is designed for an approximate 9,000′ horizontal lateral to be drilled in the Bakken formation. Completion is expected to include fracture stimulation with up to 24 stages. The industry company will conduct the drilling and completion operations on the Tong Trust earning well. American has retained the rights to operate all future wells in the project. This agreement does not include American’s recently announced 16,000 additional net acre position north of and adjacent to the 60,000 net acre Goliath project.

Pat O’Brien, American’s CEO, commented, “Recent advancements in drilling and completion techniques that have resulted in successful Bakken and Three Forks wells by other operators in this area of North Dakota will be incorporated into our upcoming program. We are excited to be moving forward in the next phase of drilling and developing the Bakken and Three Forks potential within our Goliath acreage position.”

American Oil & Gas, Inc. is an independent oil and natural gas company engaged in exploration, development and production of hydrocarbon reserves primarily in the Rocky Mountain region. Additional information about American Oil & Gas, Inc. can be found at the Company’s website: www.americanog.com.

This release and the Company’s website referenced in this release contain forward-looking statements regarding American Oil & Gas, Inc.’s future plans and expected performance that are based on assumptions the Company believes to be reasonable. A number of risks and uncertainties could cause actual results to differ materially from these statements, including, without limitation, the success rate of drilling efforts and the timeliness of development activities, fluctuations in oil and gas prices, and other risk factors described from time to time in the Company’s reports filed with the SEC. In addition, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company’s control. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the issuance of this press release or to reflect any change in the Company’s expectations with regard to these forward-looking statements or the occurrence of any unanticipated events. This press release may include the opinions of American Oil & Gas, Inc., and does not necessarily include the views of any other person or entity.

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China Architectural Engineering (CAEI) to Acquire Majority Stake in Shanghai ConnGame

China Architectural Engineering to Acquire Majority Stake in Shanghai ConnGame

ZHUHAI, China and NEW YORK, Dec. 14 /PRNewswire-Asia-FirstCall/ — China Architectural Engineering, Inc. (“CAE” or the “Company”) (Nasdaq: CAEI), a leader in the design, engineering, fabrication and installation of high-end building envelope systems, today announced that it has signed a letter of intent (“LOI”) to acquire 60% ownership in Shanghai ConnGame (“ConnGame”), a MMORPG game developer and operator in exchange for 25 million shares of the Company’s common stock. Completion of the transaction is subject to negotiation of a definitive equity transfer agreement that will be subject to a number of closing conditions, including shareholder and regulatory approvals.

ConnGame, founded and led by seasoned experts with extensive previous success in China’s online game industry, develops and operates MMORPGs in China. Leveraging its innovative game engines, scalable development platforms, and accomplished production teams, ConnGame focuses on self-developed MMORPGs game titles that are based on China’s iconic characters and nostalgic epochs.

“This is a very exciting development for our company and an important move that we believe will ultimately benefit our shareholders,” commented Mr. Ken Yi Luo, Chairman and Chief Executive Officer of China Architectural Engineering. “While at first glance CAE and ConnGame may appear to share few common grounds, we expect the acquisition of ConnGame will further expand CAE’s core capabilities and accelerate our planned transformation into a high- end architectural design consultant and service provider, as we intend to leverage ConnGame’s robust design engines and virtual applications to broaden our service capabilities and scope of architectural collaborations. We envision utilizing ConnGame’s cutting-edge technology and innovative online platform to provide technical consulting and advisory services to architects, real estate developers and governments. We view CAE as prominent architectural engineers of physical landmarks and ConnGame as innovative architects of digital engines and creators of iconic virtual worlds. We believe our acquisition of ConnGame will enable CAE to not only continue to take greater advantage of our core architectural engineering and design market but also China’s large and rapidly growing online game market.”

In anticipation of issuing 25 million new shares of CAE’s common stock upon the closing of this acquisition, CAE has withdrawn its previously announced common stock private placement of 17 million shares to certain investors, as the Company has terminated its LOI to purchase land from Zhejiang Nine Dragon Co. However, CAE continues to cooperate with Nine Dragon on its future construction projects which include a marine theme park, movie theatres, premium retail outlets, five-star hotels, and luxurious residential apartments.

About China Architectural Engineering

China Architectural Engineering, Inc. (NASDAQ:CAEI) is a leader in the design, engineering, fabrication and installation of high-end curtain wall systems, roofing systems, steel construction systems, and eco-energy systems. Founded in 1992, CAEI has maintained its market leadership by providing timely, high-quality, reliable, fully integrated, and cost-effective solutions. Collaborating with world-renowned architects and building engineers, the Company has successfully completed nearly one hundred large, complex and unique projects worldwide, including numerous award-winning landmarks across Asia’s major cities.

For further information on China Architectural Engineering, Inc., please visit http://www.caebuilding.com

Forward-Looking Statements

In addition to historical information, the statements set forth above may include forward-looking statements that may involve risk and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Actual results could differ materially from the expectations contained in forward-looking statements as a result of risks and uncertainties, including, but not limited to, the execution of a definitive acquisition agreement; satisfactory completion of due diligence; attaining shareholder and regulatory approvals; difficulties related to integration and management of the combined operations; reduction or reversal of the Company’s recorded revenue or profits due to “percentage of completion” method of accounting and expenses; resolving the dispute with the master contractor on the Dubai Metro Rail Project; the Company’s ability to obtain a modification for the Waiver agreement with the bondholders applicable to the proposed acquisition of ConnGame; increasing provisions for bad debt related to the Company’s accounts receivable; fluctuation and unpredictability of costs related to our products and services; the Company’s plans to enter into real estate development projects such as the Nine Dragons Project; adverse capital and credit market conditions; fluctuation and unpredictability of costs related to the Company’s products and services; expenses and costs associated with its convertible bonds, regulatory approval requirements and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s reports and other filings with the Securities and Exchange Commission.

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Caliper (CALP) Completes Strategic Sale of Small Animal Services Subsidiary to Taconic

HOPKINTON, Mass., Dec. 14 /PRNewswire-FirstCall/ — Caliper Life Sciences, Inc. (Nasdaq: CALP), a leading provider of tools and services for drug discovery and life sciences research, today announced that it has completed the sale of Xenogen Biosciences Corporation (“XenBio”), a subsidiary which provides in-vivo pre-clinical CRO services, to Taconic Farms, Inc. for approximately $11 million. XenBio was acquired by Caliper as part of Caliper’s acquisition of Xenogen Corporation in 2006. Caliper will host a conference call to discuss the transaction today, Monday, December 14, at 1:00 pm EST.

The transaction strengthens Caliper’s IVIS® imaging tools business, representing another step in Caliper’s continuing strategy to divest non-core assets in order to further enhance its focus on its core products, applications and services strengths. Approximately 90% of XenBio’s business relates to animal production and phenotyping services which are not essential to growing Caliper’s core IVIS instrumentation business. The sale of XenBio to Taconic significantly improves Caliper’s current cash position, and is expected to have minimal impact on Caliper’s bottom-line performance and cash flows in 2010.

Taconic’s expertise as one of the largest rodent providers in the world is expected to enhance the supply and availability of Caliper’s Light Producing Transgenic Animal (LPTA®) models for Caliper’s IVIS customers. Concurrent with the sale of XenBio, Caliper and Taconic have entered into strategic partnership and licensing agreements under which Taconic will become the distributor of Caliper’s LPTA models and will obtain non-exclusive rights to perform imaging services under Caliper’s extensive patent estate in this field. The LPTA mouse strains to be distributed by Taconic were developed by Caliper for use with its IVIS instruments to determine the safety and efficacy of drug candidates. In addition, Taconic will be able to create new mouse models for in vivo imaging applications for use by customers in IVIS instruments, which is expected to stimulate further demand in the fast-growing field of optical imaging.

“We are pleased to complete the strategic sale of XenBio and form a partnership to expand customer access to LPTA models which are important tools for our imaging customers,” commented Kevin Hrusovsky, president and CEO of Caliper. “This sale further improves our balance sheet and will enable us to drive greater investment in our IVIS imaging business. At the same time, through the remainder of our CDAS (formerly NovaScreen) business unit, we are able to consolidate our strategic pre-clinical CRO services in a single location and maintain our ability to offer services that are supportive of Caliper’s core technologies,” added Hrusovsky.

The total sale price for XenBio was approximately $11 million in cash, of which 10% will be held in escrow for potential indemnification claims until April 30, 2011. After the escrow and estimated transaction costs, Caliper expects to receive cash of approximately $9 million in the fourth quarter. In addition, Caliper will be eligible to receive future payments in connection with the distribution and supply agreement for Caliper’s LPTA mouse models, and under the imaging services license agreement, each executed by Caliper and Taconic at the same time as the XenBio stock purchase agreement. BroadOak Partners acted as financial adviser to Caliper in connection with the transaction.

As a result of the transaction, Caliper updated its guidance for expected revenue for the fourth quarter of 2009 to a range of $33.0 to $35.0 million.

Caliper will host a conference call to discuss the transaction today, Monday, December 14, at 1:00 pm EST. To participate in the call, please dial 888.679.8033 five to ten minutes prior to the call and use the participant passcode of 35509079. International callers can access the call by dialing 617.213.4846 and using the same passcode.

A webcast will be available at http://www.fulldisclosure.com.

Webcast and telephone replays of the conference call will be available approximately two hours after the completion of the call. To access a recording of the proceeding from December 14 to December 21, dial 888.286.8010 and use the participant passcode of 82015824. International callers can access the playback by dialing 617.801.6888 and using the same participant passcode. You may also pre-register for the call at https://www.theconferencingservice.com/prereg/key.process?key=PHGG4LV8P.

About Caliper Life Sciences

Caliper Life Sciences is a premier provider of cutting-edge technologies enabling researchers in the life sciences industry to create life-saving and enhancing medicines and diagnostic tests more quickly and efficiently. Caliper is aggressively innovating new technology to bridge the gap between in vitro assays and in vivo results, enabling the translation of those results into cures for human disease. Caliper’s portfolio of offerings includes state-of-the-art microfluidics, lab automation & liquid handling, optical imaging technologies, and discovery & development outsourcing solutions. For more information please visit www.caliperLS.com.

Caliper, IVIS and LPTA are registered trademarks of Caliper Life Sciences, Inc.

The statements in this press release regarding future events, including statements regarding Caliper’s expectations regarding the net proceeds of the XenBio sale, Caliper’s expectation that the sale of XenBio to Taconic is expected to have minimal impact on Caliper’s bottom-line performance and operating cash flows in 2010, and Caliper’s fourth quarter revenue guidance, are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements as a result of a number of factors. Further information on risks faced by Caliper are detailed under the caption “Risks Related To Our Business” in Caliper’s Annual Report on Form 10-K for the year ended December 31, 2008. Our filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. Caliper does not undertake any obligation to update forward-looking or other statements in this release.

SOURCE Caliper Life Sciences, Inc.

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Keegan (KGN) Expands the Esaase Gold Concession With Additional Property Acquisition

VANCOUVER, BRITISH COLUMBIA–(Marketwire – Dec. 14, 2009) – Keegan Resources Inc. (the “Keegan” or the “Corporation”) (TSX:KGN)(NYSE Amex:KGN) is pleased to announce that its fully owned subsidiary, Keegan Resources (Ghana) Ltd, has acquired the 10 sq. km Mpatuom Concession, which lies along the north west boundary of its Esaase Concession. (please refer to location map at www.keeganresources.com) The concession was granted to Keegan by the Ghanaian Minerals Commission and the permit duly signed by the Minister of Lands and Natural Resources, the Honorable Alhaji Collins Dauda. Along with the Esaase Concession (29 sq. km.), Jeni Concession (46 sq. km.), and the Mepom concession (2.6 sq. km), which was added last fall, the Mpatuom acquisition brings Keegan’s land position at Esaase to almost 100 sq. km. The acquisition also adds an additional 300 meters of strike length along the main geophysical break that is the defining mineralized fault structure of the Esaase Resource. Keegan’s current exploration program has been expanding mineralization towards the Mpatuom Concession along this structure with significant results (see news releases dated October 6th and 15th).

Keegan recently completed a syndicated bought deal financing co-lead by Dundee Securities and Clarus Securities and including Canaccord Securities which will enable the company to expedite the advancement of the Esaase project in 2010. A second drill rig has been mobilized to Esaase to accelerate the current exploration and development programs.

President and CEO Dan McCoy stated: “The Mpatuom acquisition allows us to continue to follow the key mineralized structure to the north and increase the known strike length of a significant mineralized structure where we have achieved excellent success in 2009. The closing of our recent financing, Keegan now is well funded to aggressively continue making the excellent progress on both the development, and exploration fronts. Keegan is preparing for a eventful 2010.”

About Keegan Resources

Keegan is a junior gold company offering investors the opportunity to share ownership in the rapid exploration and development of high quality pure gold assets. The Company is focused on its wholly owned flagship Esaase project (2.025 Moz indicated resources with an average grade of 1.5 g/t Au at a 0.6 g/t Au cutoff and 1.451 million ounces in an inferred category at an average grade of 1.6 g/t Au applying a 0.6 g/t Au cut-off for a total inferred and indicated resource of 3.476 Moz) as well as its Asumura gold project, both of which are located in Ghana, West Africa, a highly favorable and prospective jurisdiction. Managed by highly skilled and successful technical and financial professionals, Keegan is well financed with no debt. Keegan is also strongly committed to the highest standards for environmental management, social responsibility, and health and safety for its employees and neighboring communities. Keegan trades on the TSX and the NYSE AMEX under the symbol KGN. More information about Keegan is available at www.keeganresources.com.

On Behalf of the Board

Dan McCoy, Ph.D. President & CEO

For more information please visit the company website at www.keeganresources.com.

Forward Looking and other Cautionary Information
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address estimated resource quantities, grades and contained metals, possible future mining, exploration and development activities, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices for metals, the conclusions of detailed feasibility and technical analyses, lower than expected grades and quantities of resources, mining rates and recovery rates and the lack of availability of necessary capital, which may not be available to the Company on terms acceptable to it or at all. The Company is subject to the specific risks inherent in the mining business as well as general economic and business conditions. For more information on the Company, Investors should review the Company’s annual Form 20-F filing with the United States Securities Commission and its home jurisdiction filings that are available at www.sedar.com.

To view the image associated with this press release, please visit the following link: http://media3.marketwire.com/docs/esaase.pdf

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PVF Capital Corp. (PVFC) Announces Record Date for Proposed Rights Offering

SOLON, Ohio, Dec. 14, 2009 (GLOBE NEWSWIRE) — PVF Capital Corp. (Nasdaq:PVFC) announced today that it has set December 18, 2009 as the record date for its previously disclosed proposed rights offering of common stock.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. You may obtain a written prospectus, when available, for the proposed rights offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended, by writing to the Company, 30000 Aurora Road, Solon, Ohio 44139, Attention: Jeffrey N. Male, Corporate Secretary. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. Securities may not be sold nor may offers to buy be accepted prior to the effectiveness of a registration statement, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

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Chardan 2008 (CACAW) Announces Its Acquisition

TORTOLA, British Virgin Islands, Dec. 14 /PRNewswire-FirstCall/ —

Acquisition Target Company Highlights

  • One of the largest providers of processing services for mortgage lenders and servicers in Florida and one of the largest judicial mortgage foreclosure processing services companies in the U.S.;
  • Provides a wide range of processing services in connection with mortgage defaults, title searches and abstracts, REOs (bank-owned properties), loan modifications, title insurance, evictions, bankruptcy, etc.
  • Blue-chip client base: Services provided for all of the top 10, and 17 of the top 20, mortgage lenders in the United States, many for more than 10 years;
  • Strong financial performance:
    • Company is providing pro forma net income guidance of $42.7 million or $2.21 per share* in 2009 and $49.0 million or $2.54 per share* in 2010, on a non-GAAP basis excluding one-time transaction expenses (*EPS calculated using Treasury Method assuming a common share price of $7.89)
    • Revenues increased from approximately $116 million in 2007 to an estimated $259 million in 2009; EBITDA adjusted on a pro forma basis increased from approximately $44 million in 2007 to an estimated $68 million in 2009; Net Income adjusted on a pro forma basis increased from approximately $28 million in 2007 to an estimated $43 million in 2009, excluding one-time transaction expenses related to the business combination;
    • For the six months ended June 30, 2009, the company generated revenue of approximately $117 million, EBITDA adjusted on a pro forma basis of approximately $35 million and net income adjusted on a pro forma basis of approximately $22 million;
  • Compelling purchase price: Assuming a share price of $7.89 (estimated liquidation value of CACA), CACA shares trade at a PE of 4.3X 2010 projected pro forma net income per share, excluding one-time expenses related to the business combination, on a fully diluted basis;
  • Strong growth drivers for 2010 and beyond:
    • Current business is increasing at approximately 20% per year as there is an increasing market demand for its services as volume of delinquencies, foreclosures and loan modifications are increasing and are expected to remain at historically high levels;
    • The company plans to leverage its infrastructure to expand its service offerings, enter new geographic regions, and develop its cyclical business segments such as mortgage origination services;

Chardan 2008 China Acquisition Corp. ( CACA, CACAW, CACAU) (“Chardan”) today announced that it has signed a definitive agreement to enter into a business combination with DAL Group, LLC (“DAL”), which, following the closing, will be one of the largest providers of mortgage processing services in Florida. At the closing of the business combination with Chardan, DAL will own 100% of the business and operations of Default Servicing, Inc. (“DSI”) and Professional Title & Abstract Company of Florida (“PTA”) and the non-legal operations supporting the foreclosure and other legal proceedings handled by the Law Offices of David J. Stern, P.A. (“DJS”) (collectively referred to as the “Company”).

Upon consummation of the transaction, Chardan will change its name to DJSP Enterprises, Inc. (“DJSP”), and its stock is expected to continue to trade on NASDAQ under the symbols DJSP, DJSPU, and DJSPW.

The closing of the acquisition is subject to customary closing conditions, including approval of the acquisition agreement by holders of a majority of Chardan’s outstanding ordinary shares.

Business Overview

Following the closing of the business combination, DJSP will be one of the largest providers of processing services for the mortgage and real estate industries in Florida and one of the largest in the United States. The Company provides a wide range of processing services in connection with mortgages, mortgage defaults, title searches and abstracts, REO (bank-owned) properties, loan modifications, title insurance, loss mitigation, bankruptcy, related litigation and other services. DJS’s clients include all of the top 10 and 17 of the top 20 mortgage servicers in the United States, many of which have been customers of DJS for more than 10 years. The Company has approximately 1000 employees and is headquartered in Plantation, Florida, with additional operations in Louisville, Kentucky and San Juan, Puerto Rico. In addition, the Company’s U.S. operations are supported by a scalable, low-cost back office operation in Manila, the Philippines that provides data entry and document preparation support at a low cost.

The Company has experienced rapid growth over the past four years, increasing revenues from approximately $40 million in 2006 to approximately $199 million in 2008, while increasing net income, on a pro forma basis, for the same two periods from approximately $7 million to approximately $39 million. The Company had revenues of approximately $117 million for the 6 months ended June 30, 2009 and an adjusted pro forma net income for that period of $22 million, signaling continued growth.

DJSP’s principal market, Florida, currently ranks second among the 50 states in the number of mortgage loan foreclosures according to September 2009 data from the Mortgage Bankers Association (“MBA”). According to RealtyTrac, 8 of the top 25 U.S. metropolitan areas ranked by foreclosure rates in the second quarter of 2009 were in Florida.

The Company has invested heavily in its infrastructure and state-of-the-art information technology systems in recent years, enabling it to manage effectively and efficiently the large volumes of data it needs to meet its customers’ needs. The Company’s highly skilled staff, scalable proprietary processes and more than decade long experience in large-scale, efficient processing services has uniquely positioned the Company to capitalize on the rapidly increasing demand for efficient loan default processing services as a result of the historically unprecedented default volumes

DJSP Outlook and Strategy

Mr. Kerry Propper, Chardan’s CEO, commented that, “We are thrilled to be combining with DAL. As one of the largest providers of processing services to mortgage lenders in Florida, and with its plan to expand its cyclical business segments and enter new geographic areas in the near term, this business combination represents a phenomenal opportunity for Chardan. The acquisition should generate significant value for our shareholders. David J. Stern, who will be DJSP’s CEO, has an impressive record building this business by continually strengthening the customer relationships on which it is based. After almost a year of interaction, we are continually more impressed with his exceptional management team and are convinced that they will be able to continue to capitalize on the market opportunities available to DJSP.”

Mr. Propper further commented that “Chardan is very pleased to have found a merger target of this caliber. It is both well-positioned as a leader in its industry and has a strong fundamental outlook. We agree with forecasts that mortgage default levels will remain elevated for the next several years. The upcoming option ARM loan resets, combined with a generally overleveraged population, continuing stagnation in real estate values, and persistent high unemployment will lead to sustained high levels of mortgage defaults. The November Mortgage Monitor Report, released by Lender Processing Services, reveals significant nationwide loan deterioration and indicates that for every 1 loan that improved, more than 3 loans have deteriorated. The report also revealed that Florida leads the nation in delinquencies and foreclosure rate, now approximating 23%.”

Mr. David J. Stern commented, “I am very excited about becoming the CEO of a NASDAQ-listed company. This will enable us to leverage our well-developed platform and decade-long experience to capitalize on the increasing business opportunities we have at hand.

Today, approximately one in seven households with mortgages in the United States is behind on mortgage payments or is in foreclosure, up from one in ten households a year ago. In addition, about 25% of residential mortgage loans in the U.S. are currently “under water,” with homeowners owing more on their mortgage loan than their home is worth. We believe this trend will persist as other macro-economic trends, such as high unemployment, ongoing option ARM resets and high levels of consumer debt will continue to hinder the ability of homeowners to meet their mortgage obligations. We believe that home prices will remain near current depressed levels for at least the next few years and that foreclosure rates will remain at historically high levels for years to come.”

Mr. Stern continued, “We anticipate that our growth will come from a number of areas. First, we anticipate a significant increase in business next year from services related to REO (bank owned) properties. This business involves helping banks dispose of properties that they have come to own through foreclosure. In 2008 and 2009 we provided REO processing services to only one client, but we have begun actively marketing this service to other clients. As a result, we expect meaningful increases from this portion of our business to occur in 2010 and beyond.”

“Second, we expect growth in foreclosure file volumes in Florida due to declining home values, high unemployment rates and the forthcoming upward resets of adjustable rate mortgages. In addition, we believe the Company is well positioned to capitalize on the expanding loan modification efforts. As a large-scale operation, we plan to leverage our experience in mortgage default operations across multiple states and assist with broad loan modification efforts nationally.”

“Third, many of DJS’s customers, which include the top mortgage servicers in the United States, have expressed a preference to use fewer firms to handle their foreclosure files. We expect this will result in our being able to increase our market share substantially.”

“We are also planning to leverage our existing platform and customer base to expand geographically and to increase our service offerings to include additional ancillary revenue generating services. And finally, we are planning to add cyclical business lines such as mortgage origination processing services, other consumer lending services, and legal process outsourcing to our repertoire, all of which will further enhance our growth in the future. ”

DJSP Financial Outlook & Guidance

Chardan projects the following pro forma adjusted financial results for the years ending December 31, 2009 and 2010:

    In USD
     millions     YE Dec. 31, 2009      YE Dec. 31, 2010
                  ----------------      ----------------
    EBITDA                     $67.8                $80.6
    Net
     Income**                  $42.7                $49.0
    EPS*                       $2.21                $2.54

*Calculated using treasury stock method assuming a common share price of $7.89; Assumes 19.3 million shares outstanding

*Calculated on a fully diluted basis (26.71 million shares outstanding), projected pro forma EPS is $1.60 and $1.84 for 2009 & 2010, respectively, excluding one time expenses related to the business combination

**Net Income presented on a non-GAAP basis excluding one-time transaction expenses associated with the business combination

The Transaction

Summary

Assuming no redemptions by Chardan shareholders, the current owners of the Company (the “Stern Parties”) will receive and the current owners of DAL will continue to own, the following at the close of the business combination:

  • Cash – Approximately $59 million paid at closing
  • Seller Note Note in the amount of approximately $52 million; 3% annual interest; Term of 36 months;
  • Post Closing Consideration – Deferred payment in the amount of approximately $35 million; 0% interest for 6 months; 3% interest from 6 months to 18 months; 8% after 18 months; term of 60 months; paid after other Seller Note has been paid in full
  • 2,700,000 Common LLC interests in DAL (“DAL Common Shares”)
  • 1,666,667 Series A Preferred LLC interests in DAL (“Series A Preferred Shares”)
  • 3,900,00 Contingent Series B Preferred Earn-Out LLC interests in DAL (“Series B Preferred Shares”)

DAL Common Shares

The 2,700,000 Common Shares to be held by the Stern Parties and the current owners of DAL are convertible on a 1-for-1 basis into Chardan ordinary shares.

Series A Preferred Shares

The 1,666,667 Series A Shares of DAL to be held by the Stern Parties are convertible on a 1-for-1 basis into DAL Common Shares or Series A Preferred Shares of Chardan. The Series A Preferred Shares have a liquidation preference of $15 per share until conversion. The Chardan Series A Preferred Shares also have a liquidation preference of $15 per share until conversion and are convertible into Chardan ordinary shares on a 1-for-1 basis.

Earn-Out Shares – Series B Preferred

The 3,900,000 Series B Preferred Shares to be held by the Stern Parties and the current owners of DAL are divided into five sub-classes and each subclass is automatically convertible into common shares of DAL on a 1-for-1 basis only if Chardan’s stock trades above that subclass’ price target for 10 out of 20 consecutive trading days. The Series B Preferred Shares are canceled if the trading price target is not reached by the 5th anniversary of the closing of the business combination. Any DAL common shares received upon conversion are exchangeable on a 1-for-1 basis for Chardan ordinary shares. The number of shares and the price target for each subclass is below:

    Share Price Target  $10.00  $12.50  $15.00  $17.50  $20.00   Total
    ------------------  ------  ------  ------  ------  ------   -----
     Series B Shares   750,000 750,000 800,000 800,000 800,000 3,900,000
    ---------------    ------- ------- ------- ------- ------- ---------

Cash and Seller Notes

In addition to the equity interests described above, the Stern Parties will receive approximately $111 million from DAL (the “Initial Consideration”) and the right to receive another $35 million from DAL in post-closing cash (the “Post Closing Cash”).

A portion of the Initial Consideration will be paid from the Chardan trust account ($54.3 million). The Stern Parties will receive a note for the portion of the Initial Consideration (the “Seller Note”) that is not paid for at closing. The Seller Note will bear interest at 3% per annum, be secured by all of the assets of DAL, and will have priority over all other debt obligations of DAL, except for DJSP’s line of credit, which will have a senior secured position. The Post-Closing Cash will be paid only after the Seller Note has been paid in full. The principal source of funds to pay the Post Closing Cash and the Seller Note will be the proceeds from the exercise of the DAL warrants and DAL’s free positive cash flow from operations.

Chardan Ownership Structure Following the Transaction

The following provides a summary of Chardan’s ownership structure after the transaction with DAL:

                                                                  Contingent
                                                                   Earn out
                                                                   Shares -
                                                                   Series B
                            Common      Series A*      Warrants   Preferred*
    ------------------------------------------------------------------------
    DJSP Management/DAL
     Owners                2,700,000*   1,666,667                  3,900,000
    CACA Shareholders      6,875,000                  6,875,000
    CACA Management        2,524,676                  4,291,666
    Other Investors        1,500,000
    Underwriters Option                                 275,000
    ------------------------------------------------------------------------
    Total                 13,599,676    1,666,667    11,441,666    3,900,000
    ------------------------------------------------------------------------

                                   TOTAL
                          -----------------------
                            Initial
                           Ownership
                          (including
                          Series A &
                           excluding    Including
                           Series B)     Warrants
    ---------------------------------------------
    DJSP Management/DAL
     Owners                4,366,667    4,366,667
    CACA Shareholders      6,875,000   13,750,000
    CACA Management        2,524,676    6,816,342
    Other Investors        1,500,000    1,500,000
    Underwriters Option                   275,000
    ---------------------------------------------
    Total                 15,266,343   26,708,009
    ---------------------------------------------

* Convertible on a 1-for-1 basis into Chardan common shares.

    Share Price Target  $10.00  $12.50  $15.00  $17.50  $20.00   Total
    ------------------  ------  ------  ------  ------  ------   -----
     Series B Shares   750,000 750,000 800,000 800,000 800,000 3,900,000
    ---------------    ------- ------- ------- ------- ------- ---------

Advisors

Chardan Capital Markets served as an advisor to CACA and P&M Corporate Finance served as advisors to the Company in the transaction. Rodman and Renshaw also advised on the transaction.

About Chardan

Chardan was formed in February 2008 for the purpose of acquiring, through a merger, stock exchange, asset acquisition or other similar business combination, a controlling interest in an unidentified operating business. Chardan’s offices are located at 1-502, Tayuan Diplomatic Office Building, Chaoyang District, Beijing 100060, Peoples Republic of China. Additional information about Chardan is available in Chardan’s public filings available from the SEC website: (http://www.sec.gov).

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Chardan, DAL, the Company, DJSP and their combined business after completion of the proposed acquisition. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Chardan and the Company’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions, changing interpretations of generally accepted accounting principles; outcomes of government or other regulatory reviews, particularly those relating to the regulation of the practice of law; the impact of inquiries, investigations, litigation or other legal proceedings involving DJSP, which, because of the nature of the Company’s business, have happened in the past to the Company and the DJS; the impact and cost of continued compliance with government or state bar regulations or requirements; legislation or other changes in the regulatory environment, particularly those impacting the mortgage default industry; unexpected changes adversely affecting the businesses in which the Company is engaged; fluctuations in customer demand; the Company’s ability to manage rapid growth; intensity of competition from other providers in the industry; general economic conditions, including improvements in the economic environment that slows or reverses the growth in the number of mortgage defaults, particularly in the State of Florida; the ability to efficiently expand its operations to other states or to provide services not currently provided by the Company; the impact and cost of complying with applicable SEC rules and regulation, many of which DJSP will have to comply with for the first time after the closing of the business combination; geopolitical events and changes, as well as other relevant risks detailed in Chardan’s filings with the U.S. Securities and Exchange Commission, (the “SEC”), including its report on Form 20-F for the period ended December 31, 2008 and the Form 6-K filed with the SEC containing the proxy statement relating to the business combination to be mailed to shareholders of Chardan. The information set forth herein should be read in light of such risks. Chardan, DAL, and the Company do not assume any obligation to update the information contained in this press release.

Proxy Statement

In connection with the pending transaction, Chardan will file with the SEC a Form 6-K containing the Proxy Statement that provides information about the transaction and will be mailed to the shareholders of Chardan. The shareholders of Chardan are urged to read the Proxy Statement when it is available, as well as all other relevant documents filed or to be filed with the SEC, because they will contain important information about DAL, DJS, and Chardan and the proposed transaction. The final Proxy Statement will be mailed to shareholders of Chardan on a schedule that will ensure that they receive timely notice of the shareholder meeting to vote on the transaction. Chardan shareholders will be able to obtain the Proxy Statement and any other relevant filed documents for free at the SEC’s website (www.sec.gov). These documents can also be obtained for free from Chardan by directing a request to:

Chardan, DAL and the Company and their respective directors and officers may be deemed to be participants in the solicitation of approvals from Chardan shareholders in respect of the proposed transaction. Information regarding Chardan’s participants will be available in the Proxy Statement. Additional information regarding the interests of such participants will be included in the Proxy Statement.

Investor Presentation

The presentation slides concerning the business combination with the Company will be filed with the SEC and will be available on its web site at www.sec.gov as part of a report of foreign private issuer on Form 6-K that Chardan will be filing.

Non-GAAP Financial Measures

The financial information and data contained in this press release are unaudited and do not conform to the SEC’s Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, CACA’s proxy statement to solicit stockholder approval for the proposed acquisition. This press release includes certain estimated financial information and forecasts presented as pro forma financial measures that are not derived in accordance with generally accepted accounting principles (“GAAP”), and which may be deemed to be non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. CACA and management of the acquired business believe that the presentation of these non-GAAP financial measures serve to enhance the understanding of the financial performance of acquired business and the proposed acquisition. However, these non-GAAP financial measures should be considered in addition to and not as substitutes for, or superior to financial measures of financial performance prepared in accordance with GAAP. Our Non-GAAP financial measures may not be comparable to similarly titled pro forma measures reported by other companies. The Non-GAAP measures used herein may not be comparable to similarly titled measures reported by other companies. Such measures are not recognized terms under U.S. GAAP, and should be considered in addition to, and not as substitutes for, or superior to, operating income, cash flows, revenues, or other measures of financial performance prepared in accordance with generally accepted accounting principles. Such measures are not a completely representative measure of either the historical performance or, necessarily, the future potential of DJSP.

Adjusted EBITDA

The adjusted EBITDA measure presented consists of income (loss) from continuing operations before (a) interest expense, net; (b) income tax expense; (c) depreciation and amortization; and (d) non-recurring income and/or expense. The adjusted EBITDA margin is the ratio of adjusted EBITDA to total revenues. The Company is providing adjusted EBITDA, a non-GAAP financial measure, along with GAAP measures, as a measure of profitability because adjusted EBITDA helps the Company to evaluate and compare its performance on a consistent basis with the lower operating cost structure that will be in place after consummation of the Transaction. In the calculation of adjusted EBITDA, the Company excludes from expenses the compensation paid to the Company’s Founder that exceeds the base compensation that he will be entitled to receive after completion of the Transaction, as well as the payroll taxes associated with such compensation, non-recurring travel expenses incurred on behalf of the Founder and other benefits received in prior periods that will not be permitted in following the closing of the Transaction.

Adjusted EBITDA is a non-GAAP measure that has limitations because it does not include all items of income and expense that affect the operations of the Company. In addition, it should be noted that companies calculate adjusted EBITDA differently and, therefore, adjusted EBITDA as presented for us may not be comparable to the calculations of adjusted EBITDA reported by other companies.

Adjusted Net Income – The Company is providing adjusted Net Income, a non-GAAP financial measure, along with GAAP measures, as a measure of profitability because adjusted Net Income helps the Company to evaluate and compare its past performance on a consistent basis with the taxable structure that will be in place after consummation of the transaction, reflecting the effects of that taxable structure on profitability. In the calculation of adjusted Net Income, the Company deducts the Depreciation and Amortization amounts to the Adjusted EBITDA calculation and then subtracts the income tax expense, calculated at the expected ‘going forward’ tax rate of 35% from such figure.

                                       6 Months Ended
                                       --------------
                                            30-Jun-09
                                            ---------

    Net Income                            $27,454,842

    Adjustment
      Adj. to Fee to Processing             1,041,439
      Officers' Salaries                    2,170,000
      Non-Recurring Travel                  1,457,057
      Other Non-Recurring Salary &
       Benefits                             1,627,846
      Payroll Tax                              23,170
      Depreciation & Amortization             510,156
      Other Income (Expense)                        -
                                                  ---
    Total Adjustments                       6,829,668

    Pro-Forma EBITDA                      $34,284,510
    ================                      ===========

    Adjustments to Reconcile Pro-
     Forma Net Income
      Depreciation & Amortization             510,156
      Other Income (Expense)
      Tax (Estimated at 35%)               11,821,024
                                           ----------
    Total Adjustments                      12,331,180

    Pro-Forma Net Income                  $21,953,330
    ====================                  ===========
                                           Years Ended December 31,
                                           ------------------------
                                          2008          2007          2006
                                          ----          ----          ----

    Net Income                     $42,886,351   $38,688,840    $8,578,571

    Adjustment
      Adj. to Fee to Processing              -             -             -
      Officers' Salaries            12,640,000     4,415,000     2,890,000
      Non-Recurring Travel             384,364             -             -
      Other Non-Recurring Salary &
       Benefits                      4,360,555       294,931      -431,500
      Payroll Tax                       46,415             -             -
      Depreciation & Amortization      594,156       277,926       197,111
      Other Income (Expense)            31,677        16,328             -
                                        ------        ------           ---
    Total Adjustments               17,993,813     4,971,529     2,655,611

    Pro-Forma EBITDA               $60,880,164   $43,660,369   $11,234,182
    ================               ===========   ===========   ===========

    Adjustments to Reconcile Pro-
     Forma Net Income
      Depreciation & Amortization      594,156       277,926       197,111
      Other Income (Expense)            31,677        16,328
      Tax (Estimated at 35%)        21,111,190    15,189,570     3,862,975
                                    ----------    ----------     ---------
    Total Adjustments               21,673,669    15,451,168     4,060,086

    Pro-Forma Net Income           $39,206,495   $28,209,201    $7,174,096
    ====================           ===========   ===========    ==========
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law offices of David J. Stern, P.A.)

    Combined Carve Out Balance Sheets

                                                  June 30,    December 31,
                                                    2009          2008
    Assets                                      (unaudited)
    ----------------------------------------------------------------------
    Current Assets
       Cash and cash equivalents                  $2,806,268    $1,427,588
       Accounts Receivable
         Client reimbursed costs                   7,344,812    26,147,837
         Fee income, net                          20,747,540    11,807,293
         Unbilled receivable                       9,887,635    11,210,565
                                                  37,979,987    49,165,695
         Prepaid expense                             133,854        46,939
                     Total current  assets        40,920,109    50,640,222

    Property and Equipment, net                    4,100,578     3,154,623

                                                 $45,020,687   $53,794,845

    Liabilities and Stockholder's and Member's
     Equity
    Current Liabilities
        Accounts payable - reimbursed client
         costs                                    $7,344,812   $20,425,337
        Accounts payable                           1,282,720       742,601
        Accrued compensation                       2,275,253     2,207,094
        Accrued expenses                             698,433       976,643
        Current portion of capital lease
         obligations                                 684,116       729,263
        Deferred revenue                             263,900       263,900
        Due to related party                          26,152        25,035
        Current portion of deferred rent           1,039,119       821,464
                     Total current liabilities    13,614,505    26,191,337

    Deferred Rent, less current portion                    -       137,859
    Line of Credit                                 9,500,000             -

                     Total liabilities            23,114,505    26,329,196

    Commitment and contingencies

    Common stock                                       1,000         1,000
    Retained earnings                              8,563,608     7,608,920
    Member's equity                               13,341,574    19,855,729
                   Total stockholder's and
                    member's equity               21,906,182    27,465,649

                   Total liabilities,
                    stockholder's and member's
                    equity                       $45,020,687   $53,794,845
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law offices of David J. Stern, P.A.)

    Combined Carve Out Statements of Income

                                 For The     For The     For The     For The
                                   Six         Six        Three       Three
                                 Months      Months      Months      Months
                                  Ended       Ended       Ended       Ended
                                 June 30,    June 30,    June 30,    June 30,
                                   2009        2008        2009        2008
                               (Unaudited) (Unaudited) (Unaudited) (Unaudited)
    Revenue                   $116,766,051 $95,694,786 $61,722,462 $47,481,734

    Operating expenses:
      Direct operating &
       other expenses           11,365,860   6,987,305   6,056,325   3,948,496
      Client reimbursed costs   55,796,780  41,625,640  30,816,901  22,502,849
      Compensation related
       expenses                 21,638,413  17,381,244  10,634,042   9,676,430
      Depreciation expense         510,156     572,606     255,078     286,303
          Total operating
           expenses             89,311,209  66,566,795  47,762,346  36,414,078

            Net Income         $27,454,842 $29,127,991 $13,960,116 $11,067,656
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law offices of David J. Stern, P.A.)

    Combined Carve Out Statements of Cash Flows

                                                For The Six      For The Six
                                                  Months            Months
                                              Ended June 30,    Ended June 30,
                                                   2009              2008
                                               (Unaudited)        (Unaudited)
    Cash Flows From Operating Activities
         Net income                            $27,454,842       $29,127,991
         Adjustments to reconcile net
          income to net cash provided by
          operating activities:
             Depreciation                          510,156           572,606

             Changes in operating assets and
              liabilities:
             (Increase) decrease in:
                 Accounts receivable - client
                  reimbursed costs              18,803,025        (6,399,998)
                  Fee income receivable, net    (8,940,241)       (1,632,131)
                 Unbilled receivable             1,322,929        (3,834,389)
                 Prepaid expenses                  (86,726)         (425,470)
                 Increased (decrease) in:
                 Accounts payable - client
                  reimbursed costs             (13,080,722)        8,325,646
                 Accounts payable                  540,117           534,354
                 Accrued expenses                 (277,091)          (60,907)
                 Accrued compensation               68,159           357,152
                 Deferred rent                      79,795
                     Net cash provided by
                      operating activities      26,394,243        26,564,854

    Cash Flows From Investing Activities
    Purchase of property and equipment          (1,456,108)       (2,683,003)

    Cash Flows From Financing Activities
         Advances on line of credit              9,500,000                 -
         Principal payments on capital lease
          obligations                              (45,147)                -
         Distributions                         (33,014,308)      (24,203,541)
               Net cash flow used for
                financing activities           (23,559,455)      (24,203,541)
                     Net change in cash and
                      cash equivalents           1,378,680          (321,690)

    Cash and cash equivalents, beginning of
     period                                      1,427,588           978,567
    Cash and cash equivalents, end of period    $2,806,268          $656,877
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law Offices of David J. Stern, P.A.)

    Combined Carve Out Balance Sheets
    December 31, 2008, 2007 and 2006
    Assets                                      2008        2007       2006
    ------                                      ----        ----       ----
    Current Assets
    Cash and cash
     equivalents                          $1,427,588    $978,766    $69,889
         Accounts receivable
             Client reimbursed
              costs                       26,147,837  15,585,345  4,189,833
             Fee income, net              11,807,293   9,981,788  3,006,583
             Unbilled
              receivables                 11,210,565   8,227,464          -
                                          ----------   ---------        ---
                     Total accounts
                      receivable          49,165,695  33,794,597  7,196,416
                                          ----------  ----------  ---------
         Prepaid expenses                     46,939     302,185     40,758
                                              ------     -------     ------
                     Total current
                      assets              50,640,222  35,075,548  7,307,063

    Equipment and
     Leasehold
     Improvements, net
     (Note 3)                              3,154,623   2,724,594  1,419,047
                                           ---------   ---------  ---------

                                         $53,794,845 $37,800,142 $8,726,110
                                         =========== =========== ==========

    Liabilities and
     Stockholder's and
     Member's Equity
    Current Liabilities
         Accounts payable -
          client reimbursed
          costs                          $20,425,337 $10,325,195 $2,116,783
         Accounts payable                    742,601     158,111     49,466
         Accrued
          compensation                     2,207,094   1,000,557    524,956
         Accrued expenses                    976,643     526,613    363,150
         Current portion of
          capital lease
          obligations
             (Notes 3 and 4)                 217,095     112,149     45,953
         Deferred revenue                    263,900     263,900    430,603
         Due to related
          party                               25,035      12,883      6,578
         Current portion of
          deferred rent
          (Note 5)                           821,464           -          -
                                             -------         ---        ---
                     Total current
                      liabilities         25,679,169  12,399,408  3,537,489

    Deferred Rent, less
     current portion
     (Note 5)                                137,859           -          -
    Capital Lease
     Obligations, less
     current portion
         (Notes 3 and 4)                     512,168     255,975    156,710
                                             -------     -------    -------

                     Total liabilities    26,329,196  12,655,383  3,694,199

    Commitments and
     Contingencies
     (Notes 4, 5 and 7)

    Stockholder's and
     Member's Equity
         Common stock                          1,000       1,000      1,000
         Retained earnings                 7,608,920   6,073,685  1,652,616
         Member's equity                  19,855,729  19,070,074  3,378,295
                                          ----------  ----------  ---------
                     Total stockholder's
                      and member's
                      equity              27,465,649  25,144,759  5,031,911
                                          ----------  ----------  ---------

                     Total liabilities
                      and member's
                      equity             $53,794,845 $37,800,142 $8,726,110
                                         =========== =========== ==========
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law Offices of David J. Stern, P.A.)

    Combined Carve Out Statements of Income
    Years Ended December 31, 2008, 2007 and 2006
                                                 2008         2007        2006

    Revenue (Note 2)                     $199,202,701 $115,500,349 $40,392,317

    Operating expenses:
         Client reimbursed
          costs                            92,319,306   47,613,198  16,802,800
         Compensation related
          expenses                         44,356,093   20,268,283  11,006,660
         Direct operating
          expenses                          6,993,565    3,593,078   1,099,873
         Other general and
          administrative                   12,084,907    5,075,352   2,711,280
         Depreciation expense                 594,156      277,926     193,133
                         Total operating
                          expenses        156,348,027   76,827,837  31,813,746

    Operating Income                       42,854,674   38,672,512   8,578,571
    Other Income                               31,677       16,328           -
                         Net income       $42,886,351  $38,688,840  $8,578,571
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law Offices of David J. Stern, P.A.)

    Combined Carve Out Statements of Changes in Stockholder's and
     Member's Equity
    Years Ended December 31, 2008, 2007 and 2006

                                         Professional
                                          Title and
                                           Abstract
                               Default    Company of      DJS
                              Services,     Florida,   Processing
                                 Inc.         Inc.      Division     Combined
    2006
    Common stock, $1 par value
         Authorized and issued:
             Beginning and
              ending, 500
              shares             $500          $500           $-       $1,000

    Retained earnings (deficit)
         Balance, beginning   (98,504)    1,101,830            -    1,003,326
             Add net income 1,095,725     1,320,815            -    2,416,540
             (Deduct)
              dividends    (1,025,000)     (742,250)           -   (1,767,250)
         Balance, ending      (27,779)    1,680,395            -    1,652,616

    Member's equity
         Balance, beginning         -             -      947,425      947,425
             Add net income         -             -    6,162,031    6,162,031
             (Deduct)
              distributions         -             -   (3,731,161)  (3,731,161)
         Balance, ending            -             -    3,378,295    3,378,295
                             $(27,279)   $1,680,895   $3,378,295   $5,031,911
    2007
    Common stock, $1 par value
         Authorized and issued:
             Beginning and
              ending, 500
              shares             $500          $500           $-       $1,000

    Retained earnings (deficit)
         Balance, beginning   (27,779)    1,680,395            -    1,652,616
             Add net income 1,160,100     5,893,796            -    7,053,896
             (Deduct)
              dividends    (1,075,000)   (1,557,827)           -   (2,632,827)
         Balance, ending       57,321     6,016,364            -    6,073,685

    Member's equity
         Balance, beginning         -             -    3,378,295    3,378,295
             Add net income         -             -   31,634,944   31,634,944
             (Deduct)
              distributions         -             -  (15,943,165) (15,943,165)
         Balance, ending            -             -   19,070,074   19,070,074
                              $57,821    $6,016,864  $19,070,074  $25,144,759
    2008
    Common stock, $1 par value
         Authorized and issued:
             Beginning and
              ending, 500
              shares             $500          $500           $-       $1,000

    Retained earnings (deficit)
         Balance, beginning    57,321     6,016,364            -    6,073,685
             Add net income 2,594,180     4,643,198            -    7,237,378
             (Deduct)
              dividends    (2,665,023)   (3,037,120)           -   (5,702,143)
         Balance, ending      (13,522)    7,622,442            -    7,608,920

    Member's equity
         Balance, beginning         -             -   19,070,074   19,070,074
             Add net income         -             -   35,648,973   35,648,973
             (Deduct)
              distributions         -             -  (34,863,318) (34,863,318)
         Balance, ending            -             -   19,855,729   19,855,729
                             $(13,022)   $7,622,942  $19,855,729  $27,465,649
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law Offices of David J. Stern, P.A.)

    Combined Carve Out Statements of Cash Flows
    Years Ended December 31, 2008, 2007 and 2006

                                                2008         2007        2006
    Cash Flows From Operating Activities
         Net income                      $42,886,351  $38,688,840  $8,578,571
         Adjustments to reconcile net
          income to net cash provided
          by operating activities:
             Depreciation expense            594,156      277,926     193,133
             Loss on disposal of
              leasehold improvements       1,698,303            -           -
             Changes in operating assets
              and liabilities:
               (Increase) decrease in:
                 Accounts receivable
                  - client reimbursed
                  costs                  (10,562,492) (11,395,512) (2,923,610)
                 Fee income receivable,
                  net                     (1,825,505)  (6,975,205)   (996,102)
                 Unbilled receivables     (2,983,101)  (8,227,464)          -
                 Prepaid expenses            255,246     (261,427)     (3,489)
               Increase in:
                 Accounts payable -
                  client reimbursed
                  costs                   10,100,142    8,208,412   1,737,252
                 Accounts payable            584,490      108,645      45,510
                 Accrued compensation      1,206,537      475,601     108,969
                 Accrued expenses            450,030      163,463     142,775
                 Deferred rent               959,323            -           -
                 Deferred revenue                  -     (166,703) (1,152,119)
                     Net cash provided
                      by operating
                      activities          43,363,480   20,896,576   5,730,890

    Cash Flows From Investing Activities
         Purchases equipment and
          leasehold improvements          (2,274,184)  (1,301,523)   (141,556)
                     Net cash used in
                      investing
                      activities          (2,274,184)  (1,301,523)   (141,556)

    Cash Flows From Financing Activities
         Net advances from related party      12,152        6,305       4,052
         Principal payments on capital
          lease obligations                  (87,165)    (116,489)    (50,221)
          Distributions and dividends    (40,565,461) (18,575,992) (5,498,411)
                     Net cash used in
                      financing
                      activities         (40,640,474) (18,686,176) (5,544,580)
                     Net change in cash
                      and cash equivalents   448,822      908,877      44,754

    Cash and cash equivalents, beginning
     of year                                 978,766       69,889      25,135
    Cash and cash equivalents, end of
     year                                 $1,427,588     $978,766     $69,889

                                     (Continued)
    DJS Processing Division and its Combined Affiliates
    (A Division of The Law Offices of David J. Stern, P.A.)

    Combined Carve Out Statements of Cash Flows (Continued)
    Years Ended December 31, 2008, 2007 and 2006

                                                       2008     2007     2006
    Supplemental Disclosures of Cash Flow Information

      Cash payments for interest on capital lease
       obligations                                  $55,952  $39,138   $4,773

    Supplemental Schedule of Noncash Investing Activities
      Acquisition of property and equipment
       through capital lease obligations           $448,304 $281,950 $204,575
Monday, December 14th, 2009 Uncategorized Comments Off on Chardan 2008 (CACAW) Announces Its Acquisition

CPI International (CPII) Announces Fourth Quarter and Fiscal Year 2009 Financial Results

CPI International, Inc. (Nasdaq: CPII), the parent company of Communications & Power Industries, Inc. (CPI), today announced financial results for its fourth quarter and fiscal year ended October 2, 2009.

“In the past several months, CPI’s business has been gaining momentum, and we ended fiscal 2009 with the strongest quarter of the year. We are well-positioned for continued progress in fiscal 2010,” said Joe Caldarelli, chief executive officer.

CPI’s notable financial achievements during the most recent fiscal year include:

  • Quarter-over-quarter increases in sales, net income (excluding non-recurring discrete tax benefits) and adjusted EBITDA, culminating in robust fourth quarter results that illustrate improving market conditions;
  • Record high end-of-the-year backlog, totaling $226 million;
  • Strong cash flow from operating activities, totaling $30.1 million, or $1.72 per share on a diluted basis. Free cash flow exceeded the company’s expectations, totaling $26.7 million, or $1.53 per share on a diluted basis; and
  • Retirement of $30.8 million of aggregate principal amount of debt, contributing to a $2.1 million, or 11 percent, decrease in interest expense in comparison to the previous fiscal year.

In fiscal 2009, CPI generated total sales of $333 million and booked total orders of $356 million. In comparison, in fiscal 2008, sales and orders totaled $370 million and $374 million, respectively.

Fiscal 2009 net income totaled $23.5 million, or $1.34 per share on a diluted basis. In comparison, fiscal 2008’s net income totaled $20.4 million, or $1.16 per share on a diluted basis. The increase in net income was the result of the recognition of $8.0 million, or $0.46 per share on a diluted basis, in non-recurring tax benefits in the most recent fiscal year, as well as reduced expenses due to the implementation of cost-savings initiatives and lower interest expense, partially offset by the impact of lower sales in fiscal 2009.

CPI generated adjusted EBITDA of $53.5 million, or 16.1 percent of sales, in fiscal 2009, as compared to $64.0 million, or 17.3 percent of sales, in the previous fiscal year. The decrease was primarily due to lower sales volume in the most recent year, partially offset by reduced expenses from the implementation of cost-savings initiatives.

As of October 2, 2009, the company’s cash and cash equivalents totaled $26.2 million.

Fourth Quarter 2009 Financial Results

The fourth quarter was the strongest quarter of the fiscal year, and CPI’s sales, net income and EBITDA results increased in comparison to each of the first three quarters of fiscal 2009. In the fourth quarter, CPI generated total sales of $91.3 million, as compared to $82.5 million in the previous quarter.

Net income totaled $8.3 million, or $0.47 per share on a diluted basis, in the fourth quarter of fiscal 2009. In the previous fiscal year, fourth quarter net income totaled $6.0 million, or $0.34 per share on a diluted basis. The increase in net income was, in part, the result of the recognition of $1.3 million, or $0.07 per share on a diluted basis, in non-recurring tax benefits in the fourth quarter of fiscal 2009, as well as reduced expenses due to the implementation of cost-savings initiatives in the most recent fiscal year and lower interest expense. Excluding these non-recurring tax benefits, net income and net income per share in the most recent quarter were approximately 17 percent higher than in the comparable quarter of fiscal 2008.

CPI’s fourth quarter adjusted EBITDA equaled $17.6 million, or 19.3 percent of sales, in fiscal 2009. In comparison, in the fourth quarter of fiscal 2008, adjusted EBITDA equaled $18.1 million, or 18.4 percent of sales.

Fiscal 2010 Outlook

“Our end markets have stabilized and are showing tangible signs of improvement in recent months, and we are confident that fiscal 2010 will be a stronger year than fiscal 2009. In particular, we have seen further indications that our defense markets have stabilized, our medical market is showing signs of improvement, and we are enjoying very high backlog in our communications market,” said Caldarelli.

For fiscal 2010, CPI expects:

  • Total sales of between $350 million and $360 million;
  • Net income of between $1.05 and $1.13 per share on a diluted basis; and
  • Adjusted EBITDA of between $58 million and $61 million.

The company is assuming an effective tax rate of approximately 36 percent for fiscal 2010.

CPI expects the seasonal pattern of fiscal 2010 to be similar to that of fiscal 2009, and, as economic conditions continue to improve, financial results in all quarters are expected to exceed the results in the corresponding quarters of fiscal 2009.

Financial Community Conference Call

In conjunction with this announcement, CPI will hold a conference call on Friday, December 11, 2009 at 11:00 a.m. (EST) that will be simultaneously broadcast live over the Internet on the company’s Web site. To participate in the conference call, please dial (888) 599-4879, or (913) 312-1432 for international callers, enter participant pass code 7360844 and ask for the CPI International Fourth Quarter and Fiscal Year 2009 Financial Results Conference Call. To access the call via the Internet, please visit http://investor.cpii.com.

About CPI International, Inc.

CPI International, Inc., headquartered in Palo Alto, California, is the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications. Communications & Power Industries, Inc. develops, manufactures and distributes products used to generate, amplify, transmit and receive high-power/high-frequency microwave and radio frequency signals and/or provide power and control for various applications. End-use applications of these systems include the transmission of radar signals for navigation and location; transmission of deception signals for electronic countermeasures; transmission and amplification of voice, data and video signals for broadcasting, Internet and other types of commercial and military communications; providing power and control for medical diagnostic imaging; and generating microwave energy for radiation therapy in the treatment of cancer and for various industrial and scientific applications.

Non-GAAP Supplemental Information

EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, free cash flow, free cash flow per share, free cash flow conversion and adjusted free cash flow presented above and in the financial information attached hereto are non-generally accepted accounting principles (GAAP) financial measures. EBITDA represents earnings before net interest expense, provisions for income taxes and depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted to exclude certain non-recurring or non-cash items. EBITDA margin represents EBITDA divided by sales. Adjusted EBITDA margin represents adjusted EBITDA divided by sales. Free cash flow represents net cash provided by operating activities minus capital expenditures and patent application fees. Free cash flow per share represents free cash flow divided by average shares outstanding on a fully diluted basis. Free cash flow conversion represents free cash flow divided by net income, expressed as a percentage. Adjusted free cash flow represents free cash flow further adjusted to exclude certain non-recurring items. For more information regarding these non-GAAP financial measures for the periods presented and a reconciliation of these measures to GAAP financial information, please see the attached financial information. In addition, this press release and the attached financial information are available in the investor relations section of the company’s Web site at http://investor.cpii.com.

CPI believes that GAAP-based financial information for leveraged businesses, such as the company’s business, should be supplemented by EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, free cash flow, free cash flow per share, free cash flow conversion and adjusted free cash flow so that investors better understand the company’s operating performance in connection with their analysis of the company’s business. In addition, CPI’s management team uses EBITDA and adjusted EBITDA to evaluate the company’s operating performance, to monitor compliance with its senior credit facility, to make day-to-day operating decisions and as a component in the calculation of management bonuses. Other companies may define EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, free cash flow, free cash flow per share, free cash flow conversion and adjusted free cash flow differently and, as a result, the company’s measures may not be directly comparable to EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, free cash flow, free cash flow per share, free cash flow conversion and adjusted free cash flow of other companies. Because EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, free cash flow, free cash flow per share, free cash flow conversion and adjusted free cash flow do not include certain material costs, such as interest and taxes in the case of EBITDA-based measures, necessary to operate the company’s business, when analyzing the company’s business, these non-GAAP measures should be considered in addition to, and not as a substitute for, net income (loss), net cash provided by (used in) operating activities, net income margin or other statements of income or statements of cash flows data prepared in accordance with GAAP.

Certain statements included above constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide our current expectations, beliefs or forecasts of future events. Forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual events or results to differ materially from the results projected, expected or implied by these forward looking statements. These factors include, but are not limited to, competition in our end markets; the impact of a general slowdown in the global economy; our significant amount of debt; changes or reductions in the U.S. defense budget; currency fluctuations; goodwill impairment considerations; U.S. government contracts laws and regulations; changes in technology; the impact of unexpected costs; the impact of environmental laws and regulations; and inability to obtain raw materials and components. These and other risks are described in more detail in our periodic filings with the Securities and Exchange Commission. As a result of these uncertainties, you should not place undue reliance on these forward-looking statements. All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We undertake no duty or obligation to publicly revise any forward-looking statement to reflect circumstances or events occurring after the date hereof or to reflect the occurrence of unanticipated events or changes in our expectations.

                    CPI INTERNATIONAL, INC.
                       and Subsidiaries

     CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
            (in thousands, except per share data)

                            Three Months Ended      Twelve Months Ended
                             ------------------      -------------------
                            October 2, October 3, October 2,   October 3,
                              2009        2008      2009         2008
                              ----        ----      ----         ----
Sales                       $91,307     $98,566  $332,876     $370,014
Cost of sales                63,782      69,072   239,385      261,086
                             ------      ------   -------      -------
Gross profit                 27,525      29,494    93,491      108,928

Operating costs and
 expenses:
   Research and
    development expense       2,449       2,369    10,520       10,789
   Selling and
    marketing expense         4,914       5,632    19,466       21,144
   General and
    administrative            5,220       5,967    20,757       22,951
   Amortization of
    acquisition-
    related intangibles
    assets                      693         759     2,769        3,103
                                ---         ---     -----        -----
Total operating
 costs and expenses          13,276      14,727    53,512       57,987

Operating income             14,249      14,767    39,979       50,941

Interest expense              4,014       4,811    16,979       19,055
Loss (gain) on debt
 extinguishment                   -         119      (248)         633
                                ---         ---      ----          ---
Income before income
 taxes                       10,235       9,837    23,248       31,253

Income tax expense
 (benefit)                    1,983       3,876      (218)      10,804
                              -----       -----      ----       ------
Net income                   $8,252      $5,961   $23,466      $20,449
                             ======      ======   =======      =======

Other comprehensive
 income, net of tax
   Net unrealized gain
    (loss) on cash flow
    hedges and
    minimum pension
    liability
    adjustment                2,323        (812)    2,407       (3,711)
                              -----        ----     -----       ------
Comprehensive income        $10,575      $5,149   $25,873      $16,738
                            =======      ======   =======      =======

Earnings per share -
 Basic                        $0.50       $0.37     $1.44        $1.25
Earnings per share -
 Diluted                      $0.47       $0.34     $1.34        $1.16

Shares used to
 compute earnings
 per share -Basic            16,425      16,278    16,343       16,356
Shares used to
 compute earnings
 per share -Diluted          17,627      17,637    17,478       17,697
                             CPI INTERNATIONAL, INC.
                                and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)

                                                  October 2,    October 3,
                                                     2009          2008
                                                     ----          ----
Assets
Current Assets:
  Cash and cash equivalents                         $26,152       $28,670
  Restricted cash                                     1,561           776
  Accounts receivable, net                           45,145        47,348
  Inventories                                        66,996        65,488
  Deferred tax assets                                 8,652        11,411
  Prepaid and other current assets                    6,700         3,823
                                                      -----         -----
    Total current assets                            155,206       157,516
Property, plant, and equipment,
 net                                                 57,912        62,487
Deferred debt issue costs, net                        3,609         4,994
Intangible assets, net                               75,430        78,534
Goodwill                                            162,225       162,611
Other long-term assets                                3,872           806
                                                      -----           ---
    Total assets                                   $458,254      $466,948
                                                   ========      ========

Liabilities and stockholders' equity
Current Liabilities:
  Current portion of long-term debt                      $-        $1,000
  Accounts payable                                   22,665        21,109
  Accrued expenses                                   19,015        23,044
  Product warranty                                    3,845         4,159
  Income taxes payable                                4,305         7,766
  Advance payments from customers                    12,996        12,335
                                                     ------        ------
    Total current liabilities                        62,826        69,413
Deferred income taxes                                24,726        27,321
Long-term debt, less current
 portion                                            194,922       224,660
Other long-term liabilities                           2,227         1,689
                                                      -----         -----
    Total liabilities                               284,701       323,083
Commitments and contingencies
Stockholders' equity
  Preferred stock ($0.01 par value; 10,000 shares
    authorized and none issued and
     outstanding)                                         -             -
  Common stock ($0.01 par value, 90,000 shares
    authorized; 16,807 and 16,538 shares issued;
    16,601 and 16,332 shares
     outstanding)                                       168           165
  Additional paid-in capital                         75,630        71,818
  Accumulated other comprehensive
   income (loss)                                        598        (1,809)
  Retained earnings                                  99,957        76,491
  Treasury stock, at cost (206
   shares)                                           (2,800)       (2,800)
                                                     ------        ------
    Total stockholders' equity                      173,553       143,865
                                                    -------       -------
    Total liabilities and
     stockholders' equity                          $458,254      $466,948
                                                   ========      ========
                                  CPI INTERNATIONAL, INC.
                                     and Subsidiaries

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (in thousands)

                                               Year Ended
                                               ----------
                                 October 2,     October 3,   September 28,
                                   2009           2008            2007
                                   ----           ----            ----
Cash flows from
 operating
 activities
Net income                         $23,466        $20,449         $22,503
Adjustments to
 reconcile net
 income to net
 cash provided by
 operating
 activities:
    Depreciation                     7,773          7,607           6,562
    Amortization of
     intangibles                     3,021          3,356           2,536
    Write-off of patent
     application fees                   83              -               -
    Amortization of
     deferred debt issue
     costs                           1,241          1,197           1,401
    Amortization of
     discount on
     floating rate
     senior notes                       12             15              49
    Non-cash loss on
     debt extinguishment               144            420           4,659
    Discount on
     repayment of debt                (392)             -               -
    Non-cash defined
     benefit pension
     expense                            39             55               -
    Stock-based
     compensation
     expense                         2,679          2,135           1,239
    Allowance for
     doubtful accounts                   6              -            (329)
    Deferred income
     taxes                          (1,000)        (1,360)           (561)
    Net loss on the
     disposition of
     assets                            130            205             129
    Tax benefit from
     stock option
     exercises                         212             50           1,281
    Excess tax benefit
     on stock option
     exercises                         (54)           (18)           (781)
    Changes in operating
     assets and
     liabilities,  net
     of acquired assets
     and assumed
     liabilities:
        Restricted cash               (785)         1,479            (509)
        Accounts receivable          2,197          5,241          (7,388)
        Inventories                 (1,495)         1,986          (8,473)
        Prepaid and other
         current assets                841           (470)           (811)
        Other long-term
         assets                     (3,167)          (208)            476
        Accounts payable             1,556           (685)           (215)
        Accrued expenses            (4,107)        (4,953)           (320)
        Product warranty              (314)        (1,419)           (653)
        Income taxes payable        (3,461)          (779)         (2,262)
        Advance payments
         from customers                661            203           2,202
        Other long-term
         liabilities                   828           (625)            924
                                       ---           ----             ---
    Net cash provided by
     operating
     activities                     30,114         33,881          21,659
                                    ------         ------          ------

Cash flows from
 investing
 activities
  Capital expenditures              (3,365)        (4,262)         (8,169)
  Acquisitions, net of
   cash acquired                         -          1,615         (22,174)
  Payment of patent
   application fees                      -           (147)              -
                                       ---           ----             ---
    Net cash used in
     investing
     activities                     (3,365)        (2,794)        (30,343)
                                    ------         ------         -------

Cash flows from
 financing
 activities
  Proceeds from
   issuance of debt                      -              -         100,000
  Proceeds from stock
   purchase plan and
   exercises of stock
   options                           1,037            891           1,436
  Repayments of debt               (30,358)       (21,000)       (100,750)
  Debt issuance costs                    -              -          (2,462)
  Purchase of treasury
   stock                                 -         (2,800)              -
  Excess tax benefit
   on stock option
   exercises                            54             18             781
                                       ---            ---             ---
    Net cash used in
     financing
     activities                    (29,267)       (22,891)           (995)
                                   -------        -------            ----

Net (decrease)
 increase in cash
 and cash
 equivalents                        (2,518)         8,196          (9,679)
  Cash and cash
   equivalents at
   beginning of year                28,670         20,474          30,153
                                    ------         ------          ------
  Cash and cash
   equivalents at end
   of year                         $26,152        $28,670         $20,474
                                   =======        =======         =======

Supplemental cash
 flow disclosures
  Cash paid for
   interest                        $16,081        $18,720         $22,255
                                   =======        =======         =======
  Cash paid for income
   taxes, net of
   refunds                          $6,539        $13,099         $13,631
                                    ======        =======         =======
                             CPI International, Inc.
                                 and Subsidiaries

                        NON-GAAP SUPPLEMENTAL INFORMATION
                            EBITDA and Adjusted EBITDA
                            (in thousands - unaudited)

                           Three Months Ended         Year Ended
                           ------------------         ----------
                         October 2,   October 3, October 2,  October 3,
                           2009          2008     2009         2008
                           ----          ----     ----         ----
Net income                $8,252        $5,961  $23,466      $20,449
  Depreciation and
   amortization            2,714         2,792   10,794       10,963
  Interest expense,
   net                     4,014         4,811   16,979       19,055
  Income tax expense
   (benefit)               1,983         3,876     (218)      10,804
                           -----         -----     ----       ------
EBITDA                    16,963        17,440   51,021       61,271
                          ------        ------   ------       ------

Adjustments to
 exclude certain
 non-recurring or
 non-cash items:
  Stock-based
   compensation
   expense           (1)     655           567    2,679        2,135
  Loss (gain) on
   debt
   extinguishment    (2)       -           119     (248)         633
                             ---           ---     ----          ---
Total adjustments            655           686    2,431        2,768
                             ---           ---    -----        -----
Adjusted EBITDA          $17,618       $18,126  $53,452      $64,039

  EBITDA margin      (3)    18.6%         17.7%    15.3%        16.6%
  Adjusted EBITDA
   margin            (4)    19.3%         18.4%    16.1%        17.3%
  Net income margin  (5)     9.0%          6.0%     7.0%         5.5%

(1) Represents a non-cash charge for stock options, restricted stock
    awards, restricted stock unit awards and the employee discount
    related to CPI's Employee Stock Purchase Plan.
(2) For the year ended October 2, 2009, represents the following
    related to repurchase of $8.0 million of 8% Senior Subordinated
    Notes at a discount of 4.9%: $0.392 million discount, partially
    offset by $0.144 million write-off of unamortized deferred debt
    issue costs. For the three months and year ended October 3, 2008,
    respectively, represents the following expenses related to the
    redemption of $2.0 million and $10.0 million of floating rate senior
    notes: $0.081 million and $0.420 million for non-cash costs
    associated with the write-off of unamortized deferred debt issue
    costs and issue discount costs; and $0.038 million and $0.213
    million in cash payments for redemption premiums and other expenses.
(3) Represents EBITDA divided by sales.
(4) Represents adjusted EBITDA divided by sales.
(5) Represents net income divided by sales.
                         CPI International, Inc.
                            and Subsidiaries

                    NON-GAAP SUPPLEMENTAL INFORMATION
   Free Cash Flow, Adjusted Free Cash Flow, Free Cash Flow Conversion
                      and Free Cash Flow per Share
      (in thousands, except per share and percent data - unaudited)

                                                       Twelve Months Ended
                                                            October 2,
                                                              2009
                                                              ----
Net cash provided by operating activities                    $30,114
Capital expenditures                                          (3,365)
                                                              ------
Free cash flow                                                26,749

Adjustments to exclude certain non-
 recurring items:
  Cash paid for prior year transfer pricing
   audit                                    (1)                  917
                                                                 ---
Total adjustments                                                917
                                                                 ---
Adjusted free cash flow                                      $27,666
                                                             =======

Free cash flow                                               $26,749
Net income                                                   $23,466
Free cash flow conversion                   (2)                  114%

Free cash flow per share                    (3)                $1.53

(1) Represents a payment made to the Canada Revenue Agency ("CRA")
    related to an audit of Communications & Power Industries Canada
    Inc.'s ("CPI Canada") income tax returns for fiscal years 2001 and
    2002. CPI Canada has received a tax assessment, including interest
    expense, from the CRA for fiscal years 2001 and 2002, based on tax
    deductions related to the valuation of the Satcom business, which
    was purchased by CPI Canada from Communications & Power Industries,
    Inc. in fiscal years 2001 and 2002. While the Company believes it
    has meritorious defenses and is in the process of pursuing these
    defenses, certain payments are required to be made in the meantime.
    The Company considers this a non-recurring use of cash as it
    pertains to previous years.
(2) Represents free cash flow divided by net income, expressed as a
    percentage.
(3) Represents free cash flow divided by the "Shares used to compute
    earnings per share: Diluted" for the year ended October 2, 2009, or
    17,478,000 shares.
Friday, December 11th, 2009 Uncategorized Comments Off on CPI International (CPII) Announces Fourth Quarter and Fiscal Year 2009 Financial Results

Omega Flex, Inc. (OFLX) Announces Special Dividend

MIDDLETOWN, Conn., Dec. 10, 2009 (GLOBE NEWSWIRE) — Omega Flex, Inc. (the “Company”) (Nasdaq:OFLX) today announced that on December 9, 2009, the Board of Directors declared a special dividend of $2.00 per share payable on December 24, 2009 to shareholders of record on December 21, 2009. In declaring this special dividend, the Board has restated its dividend policy of reviewing the cash needs of the Company from time to time and, based on results of operations, financial condition and capital expenditure plans, as well as such other factors as the Board of Directors may consider relevant, determine on a quarterly basis whether to declare a dividend.

Kevin R. Hoben, President and CEO of Omega Flex, Inc., stated, “We are very pleased to be in a position to pay a dividend to the shareholders in light of the current economic conditions and the challenges facing the Company. The amount and timing of the dividend is intended to secure for the shareholders the benefits of the current dividend tax treatment. The Company continues to have adequate liquidity to meet its operating expenses and capital investment.”

This news release contains forward-looking statements, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of our control.

Certain statements in this news release constitute forward-looking statements with the meaning of the Private Securities Litigation Reform act of 1995, that are not historical facts but rather reflect our current expectations concerning future results and events. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (including its subsidiaries and affiliates) or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this news release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

Friday, December 11th, 2009 Uncategorized Comments Off on Omega Flex, Inc. (OFLX) Announces Special Dividend

Herley (HRLY) Reports Earnings for First Quarter of Fiscal 2010

LANCASTER, Pa., Dec. 10 /PRNewswire-FirstCall/ — Herley Industries, Inc. (Nasdaq: HRLYNews) today reported financial results for its First Quarter of Fiscal Year 2010.

Net sales for the first quarter of fiscal 2010 were $47.7 million compared to $35.3 million for the first quarter of fiscal 2009. Income from continuing operations was $3.6 million, or $.26 per diluted share, compared to a loss from continuing operations of $.9 million, or $(.07) per diluted share, last year. The loss from discontinued operations last year of $.5 million, or $(.03) per diluted share, resulted from the sale of the ICI business in November 2008. Net income for the first quarter was $3.6 million, or $.26 per diluted share, compared to a net loss of $1.3 million, or $(.10) per diluted share, last year.

The Company’s EBITDA for the first quarter of 2010 was $6.9 million compared to $1.1 million last year. The Company’s Adjusted EBITDA for the first quarter of 2010 was $7.4 million compared to $1.7 million last year. Adjusted EBITDA is defined as operating income plus the impact of foreign exchange transactions, excluding interest, taxes, depreciation and amortization, and litigation costs.

The Company reported a revenue increase of $12.4 million in the first quarter of fiscal 2010 compared to last year. The 35% increase was primarily related to increased deliveries under major production programs. In addition, an increase of approximately $2.0 million in sales was due to the inclusion of three months of Eyal’s revenues in the first quarter of fiscal 2010 compared to the inclusion of two months of its revenues for the comparable prior quarter. Gross profit in the quarter was $13.3 million (27.9% gross profit margin) compared to $6.6 million (18.7% gross profit margin) last year, an increase of $6.7 million. The increase in gross profit and gross profit margin during fiscal 2010 was principally a result of leveraging our fixed costs on the sales increase as well as anticipated improvements in margins related to manufacturing efficiencies and a favorable program mix.

Selling and administrative (“S&A”) expenses for the first quarter were $7.7 million, or 16.1% of sales, compared to $7.3 million, or 20.7% of sales, last year. The $.4 million increase in S&A expenses was primarily attributable to an increase of approximately $.9 million in commissions and related sales expenses associated with the increase in sales and approximately $.2 million due to the inclusion of a full quarter of Eyal’s expenses since its acquisition in last year’s first quarter, partially offset by approximately $.7 million related to cost reductions, including payroll-related expenses.

The Company reported operating income during the first quarter of fiscal 2010 of $5.1 million compared to an operating loss of $.7 million last year. The prior-year quarter included a gain on the sale of certain assets of approximately $.6 million.

At November 1, 2009, the Company’s balance sheet is strong, with total cash and cash equivalents of $13.8 million, working capital of $90.8 million and long-term debt, exclusive of settlement commitments, of $20.2 million. Capital expenditures were $1.4 million for the first quarter of fiscal 2010 compared to $2.0 million last year.

Richard F. Poirier, Chief Executive Officer and President, commented, “We are very pleased by the results of this quarter. We maintain a strong backlog, and are continuing to realize the benefits of transitioning from development to full production on major programs. We are also looking to expand into new programs, and continue to concentrate on strengthening relationships with our customers.”

Richard Poirier, Chief Executive Officer and President, will host a conference call on December 11, 2009 at 10:00 a.m. Eastern Time to discuss the financial results for the First Quarter of Fiscal Year 2010, which ended November 1, 2009. To join the conference call, dial 1 (888) 425-4188, referencing Conference ID #42650178.

A taped replay of the call will be available on December 11, 2009 at 11:00 a.m. through December 18, 2009 at 11:59 p.m. Eastern Time. To listen to the replay, dial: 1 (800) 642-1687 (U.S.) or 1 (706) 645-9291 (International), and Conference ID #42650178.

In addition, the conference call will be broadcast live over the Internet and can be accessed through the following URL: http://www.videonewswire.com/event.asp?id=64188. To listen to the live call on the Internet, go to the web site at least 15 minutes early to register, download and install any necessary audio software.

Herley Industries, Inc. is a leader in the design, development and manufacture of microwave technology solutions for the defense, aerospace and medical industries worldwide. Based in Lancaster, PA, Herley has seven manufacturing locations and approximately 1,000 employees. Additional information about the Company can be found on the Internet at www.herley.com

Safe Harbor Statement – Except for the historical information contained herein, this release may contain forward-looking statements. Such statements are inherently subject to risks and uncertainties. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “plan,” “intend,” “may,” “should” or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and current economic conditions, including the potential for significant changes in US defense spending under the new Administration which could affect future funding of programs and allocations within the budget to various programs as well as the factors set forth in this report and in our public filings with the Securities and Exchange Commission.

For information at
 Herley, contact:

Peg Guzzetti          Tel:  (717) 397-2777
Investor Relations    www.herley.com
              HERLEY INDUSTRIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data)

                                              November 1,
                                                  2009        August 2,
                                               (Unaudited)       2009
                                              -----------        ----
  ASSETS
Current Assets:
  Cash and cash equivalents                       $13,832    $14,820
  Trade accounts receivable, net                   30,015     28,687
  Costs incurred and income
   recognized in excess
   of billings on uncompleted
   contracts and claims                             6,226     10,396
  Inventories, net                                 57,471     57,804
  Deferred income taxes                            18,171     19,380
  Other current assets                              3,770      2,816
          Total Current Assets                    129,485    133,903
Property, plant and
 equipment, net                                    32,877     32,872
Goodwill                                           43,722     43,722
Intangibles, net                                    9,167      9,619
Deferred income taxes                               7,616      7,571
Other assets                                          550        598
                                                      ---        ---
          Total Assets                           $223,417   $228,285
                                                 ========   ========
  LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Current portion of long-term debt                $1,386     $1,595
  Current portion of
   employment settlement
   agreements                                       1,284      7,400
  Current portion of
   litigation settlements                             971        954
  Accounts payable and accrued
   expenses                                        22,366     26,447
  Billings in excess of costs
   incurred and income recognized on
   uncompleted contracts                              101        261
  Accrual for contract losses                       2,290      3,440
  Advance payments on
   contracts                                       10,256     12,698
                                                   ------     ------
          Total Current Liabilities                38,654     52,795
Long-term debt, net of
 current portion                                   18,807     12,246
Long-term portion of
 employment settlement
 agreements                                         2,469      2,827
Other long-term liabilities                         8,190      8,361

          Total Liabilities                        68,120     76,229
                                                   ------     ------
Commitments and Contingencies
Shareholders' Equity:
  Common stock, $.10 par
   value; authorized
   20,000,000 shares;
   issued and outstanding
   13,689,024 at November 1,
   2009 and 13,719,926 at August 2,
   2009                                             1,369      1,372
  Additional paid-in capital                      102,799    103,113
  Retained earnings                                51,433     47,882
  Accumulated other
   comprehensive loss                                (304)      (311)
                                                     ----       ----
          Total Shareholders' Equity              155,297    152,056
                                                  -------    -------
           Total Liabilities and
           Shareholders' Equity                  $223,417   $228,285
                                                 ========   ========
                HERLEY INDUSTRIES, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (In thousands, except per share data)

                                                 Thirteen weeks ended
                                                 --------------------
                                              November        November
                                                      1,              2,
                                                   2009            2008
                                                   ----            ----

Net sales                                     $47,679         $35,344
                                              -------         -------
Cost and expenses:
  Cost of products sold                        34,392          28,741
  Selling and administrative expenses           7,681           7,323
  Gain on sale of assets                            -            (618)
  Litigation costs                                540             558
                                                  ---             ---
                                               42,613          36,004

  Operating income (loss)                       5,066            (660)
                                                -----            ----
Other (expense) income:
  Interest income                                  11              18
  Interest expense                               (165)           (223)
  Foreign exchange transaction losses             (42)           (360)
                                                  ---            ----
                                                 (196)           (565)
                                                 ----            ----

  Income (loss) from continuing
   operations
      before income taxes                       4,870          (1,225)
  Provision (benefit) for income taxes          1,319            (342)
                                                -----            ----

  Income (loss) from continuing
   operations                                   3,551            (883)
                                                -----            ----
Discontinued operations:
  Loss from operations of discontinued
   subsidiary                                       -            (734)
  Benefit for income taxes                          -            (278)
                                                  ---            ----
  Loss from discontinued operations                 -            (456)
                                                  ---            ----

Net income (loss)                              $3,551         $(1,339)
                                               ======         =======

Earnings (loss) per common share -
 Basic
  Income (loss) from continuing
   operations                                    $.26           $(.07)
  Loss from discontinued operations                 -            (.03)
                                                  ---            ----
  Net income (loss) - basic                      $.26           $(.10)
                                                 ====           =====

  Basic weighted average shares                13,704          13,525
                                               ======          ======

Earnings (loss) per common share -
 Diluted
  Income (loss) from continuing
   operations                                    $.26           $(.07)
  Loss from discontinued operations                 -            (.03)
                                                  ---            ----
  Net income (loss) - diluted                    $.26           $(.10)
                                                 ====           =====

  Diluted weighted average shares              13,878          13,525
                                               ======          ======
                    HERLEY INDUSTRIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (In thousands)
                                           Thirteen weeks ended
                                           --------------------
                                        November        November
                                           1,              2,
                                           2009            2008
                                           ----            ----
Cash flows from operating activities:
  Net income (loss)                      $3,551         $(1,339)
                                         ------         -------
  Adjustments to reconcile net
   income (loss) to
     net cash provided by (used in)
      operating activities:
    Depreciation and amortization         1,845           2,148
    Gain on sale of fixed assets              -            (618)
    Impairment of goodwill of
     discontinued subsidiary                  -           1,000
    Stock-based compensation costs          124             148
    Excess tax benefit from
     exercises of stock options               -             (19)
    Imputed interest on employment
     and litigation settlement
     liabilities                             45              96
    Foreign exchange transaction
     losses                                   -             360
    Inventory valuation reserve
     charges                                299             400
    Warranty reserve charges                542             343
    Deferred tax provision
     (benefit)                            1,162            (620)
    Changes in operating assets
     and liabilities:
      Cash of discontinued
       subsidiary                             -            (712)
      Trade accounts receivable          (1,304)            896
      Costs incurred and income
       recognized in excess
         of billings on uncompleted
          contracts and claims            4,158           4,786
      Inventories, net                       35            (375)
      Other current assets                 (952)           (180)
      Accounts payable and accrued
       expenses                          (4,639)         (4,093)
      Billings in excess of costs
       incurred and
        income recognized on
         uncompleted contracts             (158)            252
      Accrual for contract losses        (1,150)            (55)
      Litigation settlement payments     (2,000)              -
      Employment settlement payments     (6,502)           (330)
      Advance payments on contracts        (443)           (117)
      Other, net                           (124)           (850)
                                           ----            ----
           Total adjustments             (9,062)          2,460
                                         ------           -----
    Net cash (used in) provided by
     operating activities                (5,511)          1,121
                                         ------           -----
Cash flows from investing
 activities:
  Acquisition of business, net
   of cash acquired                           -         (30,010)
  Capital expenditures                   (1,398)         (2,044)
                                         ------          ------
    Net cash used in investing
     activities                          (1,398)        (32,054)
                                         ------         -------
Cash flows from financing
 activities:
  Borrowings under bank line of
   credit                                 7,000          20,000
  Borrowings - term loan                      -          10,000
  Proceeds from exercise of
   stock options                              -              38
  Excess tax benefit from
   exercises of stock options                 -              19
  Payments of long-term debt               (642)           (441)
  Payments under bank line of
   credit                                     -          (1,000)
  Purchase of treasury stock               (441)              -
                                           ----             ---
    Net cash provided by financing
     activities                           5,917          28,616
                                          -----          ------
Effect of exchange rate
 changes on cash                              4             (81)
                                            ---             ---
    Net decrease in cash and cash
     equivalents                           (988)         (2,398)
Cash and cash equivalents at
 beginning of period                     14,820          14,347
                                         ------          ------
Cash and cash equivalents at
 end of period                          $13,832         $11,949
                                        =======         =======

HERLEY INDUSTRIES, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

EBITDA AND ADJUSTED EBITDA

(Unaudited)

The following is a reconciliation of operating income, which is a GAAP measure of our operating results, to EBITDA and Adjusted EBITDA. Management believes that the presentation of EBITDA and Adjusted EBITDA is appropriate to provide additional information about the Company’s results. EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP, are not measures of financial performance or condition, liquidity or profitability of the Company, and should not be considered as an alternative to (1) net income, operating income or any other performance measures determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, capital expenditures and debt service requirements.

                                         For the
                                         Thirteen
                                       Weeks Ended
                                       ===========
                                  November         November
(in thousands)                        1,                2,
                                   --------          --------
                                       2009              2008
                                       ----              ----

Operating income (loss) - as
 reported                            $5,066             $(660)
   Depreciation and
    amortization                      1,845             2,148
   Foreign exchange transaction
    losses                              (42)             (360)
                                        ===              ====
       EBITDA                         6,869             1,128
   Litigation costs                     540               558
                                        ---               ---
       Adjusted EBITDA               $7,409            $1,686
                                     ======            ======
Friday, December 11th, 2009 Uncategorized Comments Off on Herley (HRLY) Reports Earnings for First Quarter of Fiscal 2010

AutoChina International (AUTC) Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2009

AutoChina International Limited (“AutoChina” or the “Company”) (NASDAQ: AUTC, AUTCW, AUTCU), a leading one-stop commercial vehicle sales and leasing company in China offering its customers affordable lease-to-own options, reported financial results for its third quarter and nine months ended September 30, 2009.

(1) The financial results through September 30, 2009 include those of the automotive dealership business, which is in the process of being sold. Pro forma statements of income for the nine months ended September 30, 2009 and the year ended December 31, 2008 and a pro forma balance sheet as of September 30, 2009, to present the pending sale of the automotive dealership business segment as a discontinued operation, are presented below. In addition, the financial results prior to April 9, 2009 reflect those of the Company’s operating subsidiary, AutoChina Group, Inc. (“ACG”) on a stand-alone basis, without adjustment, prior to its acquisition by Spring Creek Acquisition Corp. on April 9, 2009.

The Company’s Chairman and CEO, Mr. Yong Hui Li, noted, “We are pleased to have significantly improved our revenues and earnings through the third quarter. We achieved this through the rapid growth of our commercial vehicle sales and leasing business, which we expanded to over 150 branches across China in just the first 18 months of operations. We plan to continue to open branches as we further expand our store network across China. Our results have continued to improve since February 2009, when nationwide commercial vehicle sales rebounded and posted their first monthly increase since July 2008. In the third quarter the market has continued to gain momentum as highway freight volumes have increased and monthly commercial vehicles sales have posted strong year-over-year growth rates. We believe that we have a “first-mover” advantage with a scalable and cost-efficient business model that is well equipped to capitalize on this commercial vehicle expansion.”

Mr. Li continued, “While we had hoped to close the sale of the auto dealership business earlier this year, we now expect this transaction to close by the end of December. Proceeds from this sale will be utilized to fund our growth.”

2009 Third Quarter Financial Review

The Company reported revenues for the 2009 third quarter of $242.0 million, up 110.8% year-over-year from $114.8 million in the third quarter of 2008. The Company’s revenues by category were as follows:

  • $128.6 million, or 53.1%, related to new automobiles;
  • $97.4 million, or 40.3%, related to commercial vehicles;
  • $11.4 million, or 4.7%, related to parts and service; and
  • $4.6 million, or 1.9%, related to finance and insurance, attributable primarily to the commercial vehicle business

The Company’s commercial vehicle sales and leasing business recorded 2,531 vehicle financing agreements and sales in the third quarter of 2009, compared to 291 in the third quarter of 2008 and 1,535 in the second quarter of 2009. The Company did not realize any losses on any lease-to-own loans on its commercial vehicles during the first nine months of 2009. The increase in commercial vehicle sales was in part due to the effects of economic stimulus measures implemented by the Chinese government in the first quarter and strengthening demand for commercial vehicles in the third quarter.

Gross margin increased to 7.4% for the three months ended September 30, 2009, from 7.0% for the prior fiscal year period, and from 6.2% in the second quarter of 2009. The Company expects continued improvement in margin due to the increased contribution to revenues from the commercial vehicle sales and leasing business, which has higher margins than the dealership business.

Net income attributable to shareholders for the third quarter of 2009 increased to $7.0 million, or $0.60 per diluted share based on 11.7 million weighted average diluted shares outstanding, compared to $3.0 million, or $0.39 per diluted share based on 7.7 million weighted average diluted shares outstanding in the third quarter of 2008.

Adjusted EBITDA for the quarter ended September 30, 2009 increased to $12.4 million, from $5.7 million in the prior year quarter. A table reconciling Adjusted EBITDA to net income can be found at the end of this press release.

Nine Months Ended September 30, 2009 Financial Review

For the nine months ended September 30, 2009, revenues increased 70.1% to $565.2 million, from $332.2 million in the comparable prior year period. The Company’s revenues by sales category were as follows:

  • $353.6 million, or 62.6% of revenues, related to new automobiles;
  • $168.3 million, or 29.8%, related to commercial vehicles;
  • $35.5 million, or 6.3%, related to parts and service; and
  • $7.8 million, or 1.3%, related to finance and insurance.

Gross margin increased to 6.7% from 6.1% in the prior year period, which reflected the change in the revenue mix.

Net income attributable to shareholders for the nine months ended September 30, 2009 was $12.5 million, or $1.25 per diluted share, based on 10.0 million weighted average diluted shares outstanding, compared to $6.1 million, or $1.03 per diluted share based on 7.7 million weighted average diluted shares outstanding in the prior year period.

Adjusted EBITDA for the nine months ended September 30, 2009 increased to $25.3 million from $12.9 million in the prior year period. A table reconciling Adjusted EBITDA to net income can be found at the end of this press release.

The Company believes that, after taking into consideration its present banking facilities, its financing arrangement with its affiliate, its existing cash resources, the cash flows expected to be generated from continuing operations, and the proceeds to be received from the sale of the consumer automotive dealership business, it has adequate sources of liquidity to meet its short-term obligations and working capital requirements.

Additional information with respect to the Company, including more detailed information with respect to the Company’s September 30, 2009 interim financial statements, will be available on Form 6-K, which the Company expects to file with the Securities and Exchange Commission on December 11, 2009 (available without charge at www.sec.gov).

About AutoChina International Limited:

AutoChina International Limited is a leading one-stop commercial auto financing and sales company in China. AutoChina’s operating subsidiary was founded in 2005 by nationally recognized Chairman and CEO, Yong Hui Li. The Company’s website is http://www.autochinaintl.com.

Safe Harbor Statement:

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the Company. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of the Company’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to meaningfully differ from those set forth in the forward-looking statements:

  • Continued compliance with government regulations;
  • Changing legislation or regulatory environments;
  • Requirements or changes affecting the businesses in which the Company is engaged;
  • Industry trends, including factors affecting supply and demand;
  • Labor and personnel relations;
  • Credit risks affecting the Company’s revenue and profitability;
  • Changes in the automobile industry;
  • The Company’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel;
  • Changing interpretations of generally accepted accounting principles;
  • Whether the transaction to sell the automobile dealership business is consummated;
  • General economic conditions; and
  • Other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission.

The information set forth herein should be read in light of such risks. The Company does not assume any obligation to update the information contained in this press release.

AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands except share and per share data)
Three months ended September 30, Nine months ended September 30,
2009 2008 2009 2008
Revenues
New automobiles $ 128,530 $ 91,827 $ 353,624 $ 270,164
Commercial vehicles 97,374 11,428 168,332 33,102
Parts and services 11,427 10,752 35,468 27,327
Finance and insurance 4,647 794 7,779 1,613
Total revenues 241,978 114,801 565,203 332,206
Cost of sales
New automobiles 123,542 89,000 339,981 261,108
Commercial vehicles 91,206 10,512 158,988 31,188
Parts and services 9,261 7,208 28,111 19,584
Total cost of sales 224,009 106,720 527,080 311,880
Gross profit 17,969 8,081 38,123 20,326
Operating expenses
Selling and marketing 3,151 1,261 8,059 4,541
General and administrative 3,646 1,610 8,412 4,808
Other income, net (356 ) (230 ) (888 ) (467 )
Total operating expenses 6,441 2,641 15,583 8,882
Income from operations 11,528 5,440 22,540 11,444
Other income (expense)
Floor plan interest expense (133 ) (178 ) (561 ) (630 )
Interest expense (541 ) (873 ) (1,464 ) (1,736 )
Interest expense, related parties (854 ) (1,075 )
Interest income 125 222 344 450
Accretion of share repurchase obligations (221 ) (531 )
Equity in earnings (loss) of
unconsolidated subsidiaries (33 ) 37 (50 )
Acquisition-related costs (295 )
Other expense, net (1,624 ) (862 ) (3,545 ) (1,966 )
Income from continuing operations
before income taxes 9,904 4,578 18,995 9,478
Income tax provision 2,419 1,220 4,958 2,285
Income from continuing operations 7,485 3,358 14,037 7,193
Loss from discontinued operations,
net of taxes (2 ) (153 )
Net income 7,485 3,356 14,037 7,040
Net income attributable to
noncontrolling interests (493 ) (313 ) (1,552 ) (930 )
Net income attributable to shareholders $ 6,992 $ 3,043 $ 12,485 $ 6,110
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) – Continued
(in thousands except share and per share data)
Three months ended September 30, Nine months ended September 30,
2009 2008 2009 2008
Earnings (loss) per share
Basic
Continuing operations $ 0.76 $ 0.39 $ 1.46 $ 1.05
Discontinued operations (0.02 )
$ 0.76 $ 0.39 $ 1.46 $ 1.03
Diluted
Continuing operations $ 0.60 $ 0.39 $ 1.25 $ 1.05
Discontinued operations (0.02 )
$ 0.60 $ 0.39 $ 1.25 $ 1.03
Weighted average shares outstanding
Basic 9,212,703 7,745,625 8,572,134 7,745,625
Diluted 11,733,174 7,745,625 10,027,442 7,745,625
Amounts attributable to shareholders
Income from continuing operations,
net of taxes $ 6,992 $ 3,045 $ 12,485 $ 6,263
Discontinued operations, net of taxes (2 ) (153 )
Net income $ 6,992 $ 3,043 $ 12,485 $ 6,110
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share data)
September 30, December 31,
2009 2008
(unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 38,136 $ 17,406
Restricted cash 53,530 40,824
Accounts receivable 3,196 4,272
Inventories 34,529 37,463
Deposits for inventories 41,673 21,621
Prepaid expenses and other current assets 6,981 5,474
Due from unconsolidated subsidiary 439 529
Current maturities of net investment in sales-type leases 82,258 14,867
Deferred income tax assets 2,741 1,020
Total current assets 263,483 143,476
Investment in unconsolidated subsidiaries 266 229
Property, equipment and leasehold improvements, net 28,450 26,907
Net investment in sales-type leases, net of current maturities 56,980 8,492
Goodwill 941 941
Total assets $ 350,120 $ 180,045
LIABILITIES AND EQUITY
Current liabilities
Floor plan notes payable – manufacturer affiliated $ 11,115 $ 12,379
Notes payable 28,841 3,921
Trade notes payable 65,586 60,134
Short-term loan 14,590
Deposit for pending disposal of consumer automotive dealership business 29,255
Accounts payable 3,948 1,270
Accounts payable, related parties 83,388 2,272
Other payables and accrued liabilities 8,729 5,189
Share repurchase obligations 2,537
Due to affiliates 5,456 5,894
Customer deposits 5,424 3,224
Customer deposits, related party 16,095
Income tax payable 3,042 1,674
Total current liabilities 261,911 112,052
Long term debt
Net deferred income tax liabilities 2,020 405
Total liabilities 263,931 112,457
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS – Continued
(in thousands except share and per share data)
September 30, December 31,
2009 2008
(unaudited)
Equity
Preferred shares, $0.001 par value
authorized – 1,000,000 shares; issued – none
Ordinary shares – $0.001 par value
authorized – 50,000,000 shares; issued – 10,716,720 shares and
8,606,250 shares at September 30, 2009 and December 31, 2008, respectively;
outstanding – 9,557,095 shares and 7,745,625 shares at September 30, 2009
and December 31, 2008, respectively 11 9
Additional paid-in capital 40,639 35,912
Statutory reserves 741 741
Retained earnings 30,276 17,791
Accumulated other comprehensive income 6,166 6,185
Total shareholders’ equity 77,833 60,638
Noncontrolling interest 8,356 6,950
Total equity 86,189 67,588
Total liabilities and equity $ 350,120 $ 180,045
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

Nine Months Ended September 30,
2009 2008
Cash flow from operating activities:
Net income attributable to shareholders $ 12,485 $ 6,110
Adjustments to reconcile net income attributable
to shareholders to net cash used in operating
activities:
Depreciation and amortization 2,647 1,627
Loss on disposal of property, equipment and
leasehold improvements
90
Deferred income taxes (106) (112)
Equity in (earnings) loss of unconsolidated subsidiaries (37) 50
Gain on disposal of equity in subsidiary (52)
Stock-based compensation 112
Accretion of share repurchase obligations 531
Noncontrolling interests 1,552 930
Changes in operating assets and liabilities, net
of acquisitions and divestitures:
Accounts receivable 1,076 (283)
Net investment in sales-type leases (115,879) (23,693)
Inventories 2,934 (14,443)
Deposits for inventories (20,052) 6,467
Prepaid expense and other current assets (1,443) 4,315
Floor plan notes payable – manufacturer affiliated (1,264) 2,213
Trade notes payable 5,452 21,985
Accounts payable 2,678 (1,138)
Other payable and accrued liabilities 1,808 (8,512)
Customers deposits 2,200 (975)
Customers deposits, related party (16,095)
Income tax payable 1,368 745
Net cash provided by discontinued operations 7,648
Net cash (used in) provided by operating activities $ (119,943) $ 2,882
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) – Continued

(in thousands)

Nine Months Ended September 30,
2009 2008
Cash flow from investing activities:
Business acquisitions, net of cash acquired $ $ (3,560)
Purchase of property, equipment and leasehold improvements (5,645) (8,871)
Proceeds from the sale of property, equipment and
leasehold improvements
2,425 2,206
Cash received from sales of equity in subsidiaries 2,928
Cash relinquished upon sale of equity in discontinued subsidiary (5,432)
Deposits received from pending sale of consumer
automotive dealership business
29,255
Increase in restricted cash (12,706) (13,311)
Net cash provided by (used in) investing activities 16,257 (28,968)
Cash flow from financing activities:
Floor plan borrowings – non-manufacturer affiliated, net (716)
Proceeds from borrowings 59,201 25,267
Repayments of borrowings (20,120) (8,543)
Proceeds from affiliates 4,692
Repayment to affiliates (5,499)
Increase in accounts payable, related party 81,116
Capital contributions 16,218
Cash acquired in reverse merger 1,697
Release of restricted cash held in escrow 4,987
Repurchase of warrants subsequent to closing of reverse merger (449)
Dividends paid to noncontrolling interest (1,250) (2,406)
Net cash provided by financing activities 124,375 29,820
Effect of foreign currency translation on cash 41 1,107
Net increase in cash and cash equivalents 20,730 4,841
Cash and cash equivalents, beginning of the period 17,406 12,820
Cash and cash equivalents, end of the period $ 38,136 $ 17,661
Supplemental disclosure of cash flow information:
Interest paid $ 2,403 $ 1,684
Income taxes paid $ 5,514 $ 2,203
Supplemental disclosure of non-cash financing activity:
Settlement of share repurchase obligations $ 5,902 $
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Reclassified For Discontinued Operations)

(in thousands except share and per share data)

Nine MonthsEnded

September 30,

2009

Year

Ended

December 31,

2008

(unaudited)
Revenues
Commercial vehicles $ 168,332 $ 34,059
Finance and insurance 7,042 2,239
Total revenues 175,374 36,298
Cost of sales
Commercial vehicles 158,988 31,970
Gross profit 16,386 4,328
Operating expenses:
Selling and marketing 1,537 965
General and administrative 3,905 2,177
Other income, net (93) (162)
Total operating expenses 5,349 2,980
Income from operations 11,037 1,348
Other income (expense) :
Interest expense (286) (5)
Interest expense, related parties (1,075)
Interest income 25 14
Accretion of share repurchase obligations (531)
Acquisition-related costs (295)
Other income (expense), net (2,162) 9
Income from continuing operations before income taxes 8,875 1,357
Income tax provision 1,967 185
Income from continuing operations 6,908 1,172
Income from discontinued operations, net of income taxes 5,577 6,871
Net income attributable to shareholders $ 12,485 $ 8,043
Earnings per share
Basic
Continuing operations $ 0.81 $ 0.15
Discontinued operations 0.65 0.89
1.46 1.04
Diluted
Continuing operations $ 0.69 $ 0.15
Discontinued operations 0.56 0.89
$ 1.25 $ 1.04
Weighted average shares outstanding
Basic 8,572,134 7,745,625
Diluted 10,027,442 7,745,625
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(Reclassified For Discontinued Operations)

September 30, 2009

(in thousands)

ASSETS
Current assets
Cash and cash equivalents $ 22,042
Restricted cash 12,434
Accounts receivable 2,086
Inventories 200
Deposits for inventories 21,574
Prepaid expenses and other current assets 3,086
Current maturities of net investment in sales-type leases 82,258
Deferred income tax assets 2,416
Assets of discontinued operations 145,119
Total current assets 291,215
Property, equipment and leasehold improvements, net 1,925
Net investment in sales-type leases, net of current maturities 56,980
Total assets $ 350,120
AUTOCHINA INTERNATIONAL LIMITED AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) – Continued

(Reclassified For Discontinued Operations)

September 30, 2009

(in thousands)

LIABILITIES AND EQUITY
Current liabilities
Notes payable $ 8,777
Trade notes payable 12,434
Short-term loan 14,590
Deposit received from pending disposal of consumer automotive dealership business 29,255
Accounts payables 2,096
Accounts payables, related parties 83,388
Other payables and accrued liabilities 5,007
Share repurchase obligations 2,537
Due to affiliates 5,706
Customer deposits 1,868
Income tax payable 1,230
Liabilities of discontinued operations 94,935
Total current liabilities 261,823
Long term debt
Net deferred income tax liabilities 2,108
Total liabilities 263,931
Equity
Ordinary shares 11
Additional paid-in capital 40,639
Statutory reserves 741
Retained earnings 30,276
Accumulated other comprehensive income 6,166
Total shareholders’ equity 77,833
Noncontrolling interests 8,356
Total equity 86,189
Total liabilities and equity $ 350,120

USE OF NON-GAAP MEASURES

AutoChina defines Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, as well as certain other adjustments, including net income attributable to noncontrolling interests, equity in earnings (loss) of unconsolidated subsidiaries, accretion of share repurchase obligations, stock-based compensation and acquisition-related costs. Adjusted EBITDA excludes certain financial information that would be included in net income (loss), the most directly comparable GAAP financial measure. Users of this financial information should consider the type of material events and transactions that are excluded from Adjusted EBITDA, and the material limitations of Adjusted EBITDA, such as: Adjusted EBITDA does not include net interest expense, but because AutoChina has borrowed money to finance its operations, interest expense is a necessary and ongoing part of its costs and has assisted AutoChina in generating revenue; Adjusted EBITDA does not include taxes, although payment of taxes is a necessary and ongoing part of AutoChina’s operations; and Adjusted EBITDA does not include depreciation and amortization expense, but because AutoChina uses capital assets to generate revenue, depreciation and amortization expense is a necessary element of its cost structure. Therefore, Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, as determined in accordance with GAAP, since it omits the impact of these expenses incurred by AutoChina.

AutoChina believes that the presentation of this non-GAAP financial measure is warranted and useful to its shareholders because it provides an additional analytical tool for understanding the Company’s financial performance by excluding certain items that may obscure trends in the core operating performance of the Company’s business. Using Adjusted EBITDA also facilitates management’s internal comparisons to AutoChina’s historical performance and liquidity. AutoChina computes Adjusted EBITDA using the same consistent method from quarter to quarter. The accompanying table has more details on the reconciliations between GAAP financial measures that are most directly comparable to Non-GAAP financial measures.

A reconciliation of Adjusted EBITDA to net income attributable to shareholders is provided below:

Three months ended
September 30,
Nine months ended
September 30,
2009 2008 2009 2008
(in thousands) (in thousands) (in thousands) (in thousands)
Net income attributable to shareholders $ 6,992 $ 3,043 $ 12,485 $ 6,110
Income attributable to noncontrolling shareholders 493 313 1,552 930
Interest expenses 1,528 1,051 3,100 2,366
Interest income (125) (222) (344) (450)
Equity in loss (earnings) 33 (37) 50
Income tax provision 2,419 1,220 4,958 2,285
Accretion of stock repurchase obligations 221 531
Stock-based compensation 112 112
Acquisition-related costs 295
Depreciation and amortization 805 272 2,647 1,627
Adjusted EBITDA $ 12,445 $ 5,710 $ 25,299 $ 12,918

Contact:

Friday, December 11th, 2009 Uncategorized Comments Off on AutoChina International (AUTC) Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2009

RELM Wireless Corp. (RWC) – U.S. Internal Revenue Service Issues Contract

WEST MELBOURNE, Fla., Dec. 8 /PRNewswire-FirstCall/ — RELM Wireless Corporation (NYSE: AMEX – RWC) today announced that it has been named as a contractor under a contract issued by the U.S. Internal Revenue Service (IRS). The contract is for the procurement of P25 digital two-way radios and related equipment by a broad range of federal government agencies such as the departments of Justice, Treasury, Commerce, Education, Transportation, Veterans’ Affairs, and numerous others. The maximum total value of the contract is $750 million and spans up to five years commencing on November 30, 2009. The contract includes a select group of companies, including RELM, that meet established criteria. The contract does not specify purchase dates or quantities of equipment from any particular supplier.

RELM President and Chief Executive Officer David Storey commented, “We are excited to add the IRS contract to our portfolio, which includes federal contracts related to the U.S. Department of Interior, the U.S. Department of Agriculture, the General Services Administration (GSA) and the U.S. Postal Service, as well as over 40 state contract vehicles. This contract is critical because it opens to us an impressive array of potential new customers and sales growth. All of our key P25 digital products are qualified under the contract, including both our long-trusted D-Series and new KNG-Series lines. With our recently expanded and enhanced product line, we believe our ability to effectively address the opportunities afforded us by this contract is greatly improved.”

About APCO Project 25 (P25)

APCO Project 25 (P25), which requires interoperability among compliant equipment regardless of the manufacturer, was established by the Association of Public-Safety Communications Officials and is approved by the U.S. Department of Homeland Security. The shift toward interoperability gained momentum as a result of significant communications failures during events such as the 9/11 attacks and Hurricane Katrina. RELM was one of the first manufacturers to develop P25-compliant technology.

About RELM Wireless Corporation

As an American Manufacturer for more than 60 years, RELM Wireless Corporation has produced high-specification two-way communications equipment of unsurpassed reliability and value for use by public safety professionals and government agencies, as well as radios for use in a wide range of commercial and industrial applications. Advances include a broad new line of leading digital twoway radios compliant with APCO Project 25 specifications. RELM’s products are manufactured and distributed worldwide under BK Radio and RELM brand names. The Company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-821-2900. The Company’s common stock trades on the NYSE Amex market under the symbol “RWC”.

This press release contains certain forward-looking statements that are made pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act Of 1995. These forward-looking statements concern the Company’s operations, economic performance and financial condition and are based largely on the Company’s beliefs and expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: risks relating to the current financial crisis and adverse economic conditions; reliance on contract manufacturers; heavy reliance on sales to the U.S. Government; federal, state and local budget deficits and spending limitations; limitations in available radio spectrum for use by land mobile radios; general economic and business conditions amid the financial crisis; changes in customer preferences; competition; changes in technology; changes in business strategy; the debt and inventory levels of the Company; quality of management, business abilities and judgment of the Company’s personnel; and the availability, terms and deployment of capital. Certain of these factors and risks, as well as other risks and uncertainties, are stated in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in the Company’s subsequent filings with the SEC. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Tuesday, December 8th, 2009 Uncategorized Comments Off on RELM Wireless Corp. (RWC) – U.S. Internal Revenue Service Issues Contract

Pharmacyclics, Inc. (PCYC) Announces Presentation of Interim Results From Phase I Trial

NEW ORLEANS and SUNNYVALE, Calif., Dec. 7 /PRNewswire-FirstCall/ — Pharmacyclics, Inc. (Nasdaq: PCYC) today announced interim data from a Phase I study of their novel orally administered Bruton’s tyrosine kinase (Btk) inhibitor PCI-32765 in patients with relapsed or refractory B-cell non-Hodgkin’s lymphoma (NHL) or chronic lymphocytic leukemia (CLL). These data are being presented at the American Society of Hematology (ASH) 51st Annual Meeting taking place this week in New Orleans, LA.

The multi-center dose escalation Phase I study is being conducted in collaboration with investigators at leading lymphoma centers including Stanford University, MD Anderson Cancer Center, the University of Chicago, the University of Vermont, and US Oncology group. The trial was designed to explore up to 6 dose levels with a minimum of 4 evaluable patients per cohort. Each cycle of treatment consists of 28 consecutive days of dosing followed by 7 days of rest. Safety is evaluated at the end of the first cycle and efficacy at the end of the second. At least one full cycle of treatment has been completed for each patient in the first 3 cohorts. Data from the second cohort demonstrated that PCI-32765 fully occupied the active site of the target enzyme Btk in peripheral blood cells with minimal variability, fully inhibited surrogate biomarkers for up to 24 hours, and was well tolerated by patients.

In the first 2 dose cohorts, 16 heavily pretreated and progressing lymphoma patients with a variety of B-cell malignancies were evaluated. In the first dose cohort, 7 patients were treated with PCI-32765 resulting in 2 partial responses (e.g. a 50% decrease in sum of the product of the diameters of up to 6 largest dominant masses; no increase in size of other nodes per the Revised Response Criteria for Malignant Lymphoma Bruce D. Cheson J Clin Oncol 25:579-586,) one in mantle cell lymphoma, one in follicular lymphoma and one patient with stable disease for approximately 5 cycles. In the second dose cohort, 9 patients were treated resulting in 3 partial responses (one patient with mantle cell lymphoma and two patients with chronic lymphocytic leukemia (CLL/SLL)) and 2 patients with stable disease for approximately 2 cycles. The overall response rate (ORR), considering only partial and complete responses, was 31% for the first two dose cohorts.

Additionally, as of December 5, 2009, an interim evaluation has been made on 3 of the 6 patients in the third dose cohort. Each of these 3 patients suffered from CLL/SLL. All three have been evaluated as partial responders. At this point the Partial Response Rate in CLL/SLL patients is 5 out of 6.

The trial is currently enrolling at a rapid rate. We anticipate the fourth dose cohort to commence in December 2009. At this time the company anticipates dosing only the first 5 dose cohorts to complete this Phase I study, as per the protocol dosing will continue to three levels above full kinase occupancy.

As of December 5, 2009, all stable and responding patients remain on study with 2 patients from cohort 1 dosed for more than 6 months. Only 3 of 16 patients experienced adverse events greater than Grade 2: one patient had a dose limiting toxicity with the onset of neutropenia, an abnormal reduction of white blood cells; one patient had hypokalemia, a lower than normal amount of potassium in the blood, the same patient also had hypophosphatemia, a low level of phosphorus in the blood; and one patient had viral adenitis a viral infection of the lymph nodes, which is a common occurrence in this type of patient. The drug was well tolerated in the remaining 13 patients.

“PCI-32765 appears to be well tolerated by patients at oral doses that are able to fully inhibit the enzyme Btk,” said Dr. Ranjana Advani, Associate Professor, Stanford University Medical Center and principal investigator of the trial. “In addition, we now have evidence of drug activity.”

A conference call to discuss these trial results has been set up for Tuesday December 8, 2009 at 8:00 a.m. PDT (11:00 a.m. EDT). To participate in the conference call, please dial 877-700-2945 for domestic callers and 706-643-1591 for international callers. The conference ID is 45071660. To access the audio broadcast or the subsequent archived recording, log on to http://ir.pharmacyclics.com/events.cfm. The archived version of the webcast will be available on the company’s website for one month.

Bruton’s Tyrosine Kinase and Immune Diseases

B-cells are immune cells, which are activated by antigens, pathogens or, in the case of autoimmunity, by host tissues. B-cells produce antibodies, which when self-reactive can trigger autoimmune disease. Activation of B-cells is also thought to play a major role in lymphomas where continuous, or tonic, stimulation results in uncontrolled B-cell proliferation. Btk is a type of enzyme known as a tyrosine kinase inside B-cells that plays an early key role in B-cell activation. Drugs that can inhibit Btk may prevent B-cell activation and therefore may play a role in the treatment of lymphomas or autoimmune disease. Other tyrosine kinases are important in cell signaling and have been targets for other drugs such as Gleevec® (imatanib mesylate), which is approved for treatment of certain leukemias. New drug or biological candidates targeting B-cells, including Rituxan for lymphomas and rheumatoid arthritis, are aimed at eliminating abnormally functioning B-cells.

About Non-Hodgkin’s Lymphoma

Non-Hodgkin’s lymphoma (NHL) is a type of malignant disease that occurs within the lymphatic system and the fifth most common form of cancer. It is caused by the abnormal proliferation of white blood cells, which spreads through the lymphatic system. NHL can occur at any age and are often marked by lymph nodes that are larger than normal, fever, and weight loss. NHL can be broadly classified into two main clinical categories: indolent lymphomas, mainly characterized as follicular lymphomas, which tend to grow relatively slowly; and aggressive lymphomas, mainly typified as diffuse large B-cell lymphomas (DLBCL), which grow much more rapidly.

According to the National Cancer Institute’s SEER database the incidence of NHL (all types including Follicular and Aggressive) is projected at nearly 66,000 in 2009 and that 19,500 patients are expected to die from this disease in the United States in 2009. According to the Leukemia & Lymphoma Society (LLS), there are approximately 452,723 people in the U.S. living with NHL (with active disease or in remission).

About Pharmacyclics

Pharmacyclics® is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative small-molecule drugs for the treatment of immune mediated disease and cancer. The purpose of the company is to create a profitable business by generating income from products it develops, licenses and commercializes, either with one or several potential partners or alone as may best forward the economic interest of its stakeholders. The Company endeavors to create novel, patentable, differentiated products that have the potential to significantly improve the standard of care in the markets it serves. Presently, Pharmacyclics has four product candidates in clinical development and two product candidates in pre-clinical development. It is Pharmacyclics’ business strategy to establish collaborations with large pharmaceutical and biotechnology companies for the purpose of generating present and future income in exchange for adding to their product pipelines. Pharmacyclics strives to generate collaborations that allow it to retain valuable territorial rights and simultaneously fast forward the clinical development and commercialization of its products. The Company is headquartered in Sunnyvale, California and is listed on NASDAQ under the symbol PCYC. To learn more about how Pharmacyclics advances science to improve human healthcare visit us at http://www.pharmacyclics.com.

Note

This announcement may contain forward-looking statements made in reliance upon 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, including statements regarding our expectations and beliefs regarding our future results or performance. Because these statements apply to future events, they are subject to risks and uncertainties. When used in this announcement, the words “anticipate”, “believe”, “estimate”, “expect”, “expectation”, “should”, “would”, “project”, “plan”, “predict”, “intend” and similar expressions are intended to identify such forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements. Additionally, you should not consider past results to be an indication of our future performance. For a discussion of the risk factors and other factors that may affect our results, please see the Risk Factors section of our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and quarterly reports on Form 10-Q. We do not intend to update any of the forward-looking statements after the date of this announcement to conform these statements to actual results, to changes in management’s expectations or otherwise, except as may be required by law.

Tuesday, December 8th, 2009 Uncategorized Comments Off on Pharmacyclics, Inc. (PCYC) Announces Presentation of Interim Results From Phase I Trial