EX-99.1 4 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1
Contact: Brainerd Communicators, Inc.
Jennifer Gery/Scott Cianciulli (media)
914.602.4143
Mike Smargiassi/Dianne Pascarella (investors)
212.986.6667

EDCI Holdings, Inc. Announces Sale of Entertainment Distribution Company,
LLC U.S. Distribution Operations in Fishers, Indiana and Select U.S.
Manufacturing Equipment to Sony DADC US Inc.

Announces Third Quarter 2008 Results

Schedules Conference Call for Monday, November 3, 2008

NEW YORK – October 31, 2008 – EDCI Holdings, Inc. (NASDAQ: EDCI) (“EDCI”), the holding company for Entertainment Distribution Company, Inc., the majority shareholder of Entertainment Distribution Company, LLC (“EDC, LLC”), a global and independent provider of supply chain services to the home entertainment market, today announced that it has entered into a definitive asset purchase agreement for the sale of EDC, LLC’s distribution operations located in Fishers, Indiana, U.S. supply agreements with Universal Music Group (“UMG”), the equipment located in its Fishers, Indiana distribution facility and certain manufacturing equipment located in its Kings Mountain, North Carolina facility, as well as the transfer of U.S. customer relationships to Sony DADC US Inc. (“Sony DADC”) for $26.0 million in cash. The transaction includes potential contingent consideration of up to $2.0 million in cash related to the transferred operations achieving certain additional criteria. The transaction, which is subject to certain consents and closing conditions, is currently expected to close on or about December 31, 2008. EDCI also announced today third quarter financial results for the period ending September 30, 2008.

Clarke Bailey, Chairman and Interim Chief Executive Officer of EDCI, commented, “This transaction is a significant step in the strategic alternative process for EDC, LLC, which we outlined approximately a year ago. EDC, LLC’s overall business has been impacted by the substantial changes in consumer consumption habits that have in turn driven consolidation across the industry. We expect these consolidation trends will continue and we are open to additional strategic alternatives for the remaining EDC, LLC assets. The sale allows EDC, LLC to focus on its international business.”

EDC, LLC will continue to serve all of its customers through the close of the transaction, at which point it will begin shutting down its remaining North American manufacturing and distribution facilities, which is expected to be completed by the end of February 2009. Sony DADC is a highly respected leader in the industry and under the sale transition plan, EDC, LLC’s customers that continue working with Sony DADC should expect a smooth transition. Sony DADC will continue distribution operations at the Fishers, Indiana facility and manufacturing services for any transferred customers will be provided from existing Sony DADC facilities in the U.S.  In connection with the sale, EDC, LLC and Sony DADC have agreed to provide certain transition services for up to approximately two months following the closing.  Upon completion of the transition services period, EDC, LLC will no longer operate manufacturing or distribution facilities in North America. EDC, LLC will continue to operate and serve its international customers through its facilities in Hannover, Germany and Blackburn, United Kingdom.


 
Proceeds from the sale, along with cash on hand, will be utilized to pay down a significant amount of EDC, LLC’s outstanding debt, which was $38.8 million at September 30, 2008. Upon closing of this transaction, EDC, LLC is expected to have total debt of approximately $12.3 million, including $9.0 million under a term-loan due in installments through December 2010, $3.1 million in international rebate obligations to UMG and $0.2 million for capital leases. In connection with the transaction, EDC entered into an amendment to its credit facility, which will be effective upon the closing of the transaction, in order to permit the sale, provide for the modified payment terms described above and amend certain other provisions.  Upon the closing of the sale, completion of the transition period and the sale of the remaining manufacturing equipment and facility, EDC, LLC expects to record a gain on the transaction.

“We are pleased with our results for the third quarter, which were in line with our internal expectations,” Bailey added.  “Our management team remains focused on improving and right-sizing our operations to meet demand which will ensure we are maximizing our cash flows.”

Financial highlights (for EDCI and its subsidiaries (the “Company”) on a consolidated basis unless noted):
 
§
Revenue of $87.8 million for the third quarter compared to $96.6 million for the same quarter last year.
 
§
Revenue of $250.4 million for the first nine months compared to $260.8 million for the same period last year.
 
§
Net income from continuing operations of $0.9 million, or $0.13 per diluted share, for the third quarter compared to net income from continuing operations of $0.6 million, or $0.09 per diluted share, for the same quarter last year.
 
§
Net loss from continuing operations of $(11.9) million, or $(1.72) per diluted share, for the first nine months of 2008 compared to net loss from continuing operations of $(10.8) million, or $(1.55) per diluted share, for the same period last year.
 
§
Third quarter EBITDA from continuing operations of $5.5 million, compared to EBITDA from continuing operations of $6.9 million for the same quarter last year.
 

 
 
§
First nine months EBITDA from continuing operations of $8.3 million, compared to EBITDA from continuing operations of $6.6 million for the same period last year.
 
§
As of September 30, 2008, total unrestricted cash and short-term investments of $81.0 million, of which $52.4 million is held at EDCI and $28.6 million is held at EDC, LLC.
 
§
As of September 30, 2008, total long-term debt of $38.8 million, net of unamortized discount.
 
Share Buyback Program
EDCI announced on June 4, 2008 a share buyback program that authorized the repurchase of up to 10 million shares of common stock over the next 12 months. As a result of the plan of reorganization, approved by shareholders on August 26, 2008, which had the effect of a 1:10 reverse stock split, the share buyback program was adjusted to 1 million shares. All share repurchase figures have been adjusted to reflect the plan of reorganization. During the third quarter of 2008, EDCI repurchased a total of 143,574 shares. Since implementing the program EDCI has repurchased a total of 174,794 shares for an aggregate purchase price of $752,000. The share buyback program does not include the 150,000 shares the Company purchased in a single privately negotiated transaction in the first quarter 2008.

Conference Call
The Company will host a conference call to discuss the sale and third quarter 2008 financial results on Monday, November 3, 2008 at 4:30 p.m. ET. To access the conference call, please dial (877)-860-4996 or (973)-582-2854 (international callers) and reference pass code 70981226. A live webcast of the conference call will also be available on the Company's corporate Web site, located at www.edcllc.com. A replay of the conference call will be available through midnight ET on Monday, November 10, 2008. The replay can be accessed by dialing (800)-642-1687 or (706)-645-9291 (international callers). The pass code for the replay is 70981226.

Summary of Third Quarter 2008
For the third quarter of 2008, the Company reported revenue of $87.8 million compared to $96.6 million for the third quarter of 2007. The decrease is primarily attributable to a decrease in volumes from U.S. and central European operations, offset by the impact of favorable exchange rate fluctuations and improved pricing.

The Company had EBITDA from continuing operations of $5.5 million in the third quarter of 2008, as compared to EBITDA from continuing operations of $6.9 million in the third quarter of 2007. The EBITDA from continuing operations for the third quarter of 2008 includes $1.0 million of severance costs primarily related to the restructuring of our European operations.  EBITDA is a non-GAAP financial measure. Reconciliation between EBITDA and the most directly comparable GAAP financial measure is provided following the Consolidated Financial Statements included in this release. The reconciliation also includes a description of how the Company calculates EBITDA.


 
The Company reported net income from continuing operations of $0.9 million for the third quarter of 2008, or $0.13 per diluted share. This compares to a net income from continuing operations of $0.6 million, or $0.09 per diluted share, for the third quarter of 2007. The 2008 period includes a net gain of $2.1 million, compared to a net loss of $1.0 million in the 2007 period, related to the impact of the devaluation of the Euro against the U.S. dollar on a foreign currency swap and inter-company balances. The third quarter of 2007 included a benefit of $1.8 million relating to an adjustment to the Company’s deferred tax assets and liabilities due to tax rate changes in the UK and Germany.

For the third quarter, the Company reported net income of $1.0 million, or $0.15 per diluted share, which compares to a net income of $0.3 million, or $0.04 per diluted share, for the third quarter of 2007.

Nine Months Ended September 30, 2008
For the nine months ended September 30, 2008, the Company reported revenue of $250.4 million compared to $260.8 million for the first nine months of 2007. The decrease is primarily attributable to a decrease in volumes from U.S. and central European operations, offset in part by the impact of favorable exchange rates and improved pricing.

The Company had EBITDA from continuing operations of $8.3 million in the first nine months of 2008, as compared to EBITDA from continuing operations of $6.6 million in the first nine months of 2007. The EBITDA from continuing operations for the first nine months of 2008 includes $1.9 million of severance costs primarily related to the restructuring of our European operations.  EBITDA from continuing operations in the first nine months of 2007 included approximately $2.5 million of non-recurring costs associated with stock option investigation and litigation legal expenses and consulting costs.

The Company reported a net loss from continuing operations of $(11.9) million for the first nine months of 2008, or $(1.72) per diluted share. This compares to a net loss from continuing operations of $(10.8) million, or $(1.55) per diluted share, for the first nine months of 2007, which included a benefit of $1.8 million relating to an adjustment to the Company’s deferred tax assets and liabilities due to tax rate changes in the UK and Germany.

For the first nine months of 2008, the Company reported a net loss of $(10.7) million, or $(1.55) per diluted share, which compares to a net loss of $(9.8) million, or $(1.40) per diluted share, for the first nine months of 2007.

###
 

 
About EDCI Holdings, Inc.
EDCI Holdings, Inc. (Nasdaq: EDCI) is the holding company of Entertainment Distribution Company, Inc., which is the majority shareholder of Entertainment Distribution Company, LLC ("EDC, LLC"), a global and independent provider of supply chain services to the home entertainment market. EDC, LLC serves every aspect of the manufacturing and distribution process and is one of the largest providers in the industry. Its clients include some of the world's best-known music, movies and gaming companies. Headquartered in New York, EDC, LLC's operations include manufacturing and distribution facilities throughout North America and in Hannover, Germany, and a manufacturing facility in Blackburn, UK. For more information, please visit www.edcllc.com.

About Sony DADC US Inc.
Sony DADC, a total supply chain provider, has twenty-three optical media, distribution and digital facilities located globally.  Although widely known for its quality disc production and distribution services, Sony DADC also develops and delivers dynamic technologies that not only protect disc content, but transforms discs into powerful marketing tools by adding secure links to bonus web-site content or prize incentives. Sony DADC operates within the Sony Corporation of America corporate group. For more information, visit www.sonydadc.com or call 1.800.358.7316.

Safe Harbor Statement
This news release contains statements that may be forward looking within the meaning of applicable securities laws. The statements may include projections regarding future revenues and earnings results, and are based upon the Company’s current forecasts, expectations and assumptions, which are subject to a number of risks and uncertainties that could cause the actual outcomes and results to differ materially. Some of these results and uncertainties are discussed in the Company’s most recently filed Annual Report on Form 10-K, as amended. These factors include, but are not limited to restructuring activities; potential intellectual property infringement claims; potential acquisitions and strategic investments; volatility of stock price; ability to attract and retain key personnel; competition; variability of quarterly results and dependence on key customers; potential market changes resulting from rapid technological advances; proprietary technology; potential changes in government regulation; international business risks; continuation and expansion of third party agreements; sensitivity to economic trends and customer preferences; increased costs or shortages of raw materials or energy; dependence on Universal Music Group; potential inability to manage successful production; advances in technology and changes in customer demands; variability in production levels; and development of digital distribution alternatives including copying and distribution of music and video files.  The Company assumes no obligation to update any forward-looking statements and does not intend to do so except where legally required.
 


EDCI HOLDINGS, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
             
   
September 30,
   
December 31,
 
   
2008
   
2007
 
   
(unaudited)
       
ASSETS
 
(In thousands, except share data)
 
Current Assets:
           
   Cash and cash equivalents
  $ 77,594     $ 63,850  
   Restricted cash
    1,770       1,940  
   Investments
    3,417       29,589  
   Accounts receivable, net of allowances for doubtful accounts of
               
        $3,670 and $3,328 for 2008 and 2007, respectively
    29,592       35,577  
   Current portion of long-term receivable
    474       515  
   Inventories, net
    9,553       9,111  
   Prepaid expenses and other current assets
    20,740       16,180  
   Deferred income taxes
    244       277  
        Total Current Assets
    143,384       157,039  
Restricted cash
    26,088       26,015  
Property, plant and equipment, net
    46,543       55,245  
Long-term receivable
    3,799       4,244  
Intangible assets
    36,961       44,604  
Deferred income taxes
    1,482       1,934  
Other assets
    6,366       6,940  
 TOTAL ASSETS
  $ 264,623     $ 296,021  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current Liabilities:
               
   Accounts payable
  $ 31,353     $ 33,287  
   Accrued expenses and other liabilities
    34,773       37,503  
   Income taxes payable
    128       3,697  
   Deferred income taxes
    -       126  
   Loans from employees
    1,170       1,267  
   Current portion of long-term debt
    18,546       24,364  
        Total Current Liabilities
    85,970       100,244  
Other non-current liabilities
    10,148       12,185  
Loans from employees
    2,394       3,646  
Long-term debt
    20,222       21,589  
Pension and other defined benefit obligations
    37,323       36,155  
Deferred income taxes
    9,473       10,195  
        Total Liabilities
    165,530       184,014  
Minority interest in subsidiary company
    5,514       5,771  
Commitments and contingencies
               
Stockholders' Equity:
               
   Preferred stock, $.01 par value; authorized: 1,000,000 shares, no shares
               
        issued and outstanding
    -       -  
   Common stock, $.02 par value; authorized: 15,000,000 shares, issued:
               
        September 30, 2008 -- 7,019,436 shares; December 31, 2007 -- 7,015,594 shares
    140       140  
   Additional paid in capital
    371,046       370,928  
   Accumulated deficit
    (284,025 )     (273,333 )
   Accumulated other comprehensive income
    7,845       8,501  
   Treasury stock at cost:
    -       -  
        September 30, 2008 -- 324,794 shares; December 31, 2007 -- 0 shares
    (1,427 )     -  
        Total Stockholders' Equity
    93,579       106,236  
    $ 264,623     $ 296,021  
 

 
EDCI HOLDINGS, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
             
   
Three Months Ended September 30,
 
   
2008
   
2007
 
   
(In thousands, except per share amounts)
 
REVENUES:
           
   Product revenues
  $ 68,141     $ 76,233  
   Service revenues
    19,670       20,397  
      Total Revenues
    87,811       96,630  
COST OF REVENUES:
               
   Cost of product revenues
    60,338       66,114  
   Cost of service revenues
    14,060       14,901  
      Total Cost of Revenues
    74,398       81,015  
GROSS PROFIT
    13,413       15,615  
OPERATING EXPENSES:
               
   Selling, general and administrative expense
    11,389       12,106  
   Amortization of intangible assets
    2,393       2,109  
      Total Operating Expenses
    13,782       14,215  
OPERATING INCOME (LOSS)
    (369 )     1,400  
OTHER INCOME (EXPENSE):
               
   Interest income
    846       1,063  
   Interest expense
    (840 )     (1,081 )
   Gain (loss) on currency swap, net
    3,474       (1,658 )
   Gain (loss) on currency transaction, net
    (1,371 )     645  
   Other income (expense), net
    (352 )     4  
     Total Other Income (Expense)
    1,757       (1,027 )
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
               
   TAXES AND MINORITY INTEREST
    1,388       373  
   Income tax provision (benefit)
    484       (233 )
   Minority interest income
    39       (18 )
INCOME FROM CONTINUING OPERATIONS
    865       624  
DISCONTINUED OPERATIONS, NET OF TAX:
               
   INCOME (LOSS) FROM DISCONTINUED OPERATIONS
    147       (481 )
   GAIN ON SALE OF MESSAGING BUSINESS
    -       111  
NET INCOME
  $ 1,012     $ 254  
INCOME PER WEIGHTED AVERAGE COMMON SHARE (1):
               
   Income from continuing operations
  $ 0.13     $ 0.09  
   Discontinued Operations:
               
        Income (loss) from discontinued operations
    0.02       (0.07 )
        Gain on sale of Messaging business
    -       0.02  
Net income per weighted average common share
  $ 0.15     $ 0.04  
INCOME PER WEIGHTED AVERAGE DILUTED COMMON SHARE (1):
               
   Income from continuing operations
  $ 0.13     $ 0.09  
   Discontinued Operations:
               
        Income (loss) from discontinued operations
    0.02       (0.07 )
        Gain on sale of Messaging business
    -       0.02  
Net income per diluted weighted average common share
  $ 0.15     $ 0.04  
                 
(1) Income per weighted average common share amounts are rounded to the nearest $.01; therefore, such rounding may impact individual amounts presented.
 
 

 
EDCI HOLDINGS, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
             
   
Nine Months Ended September 30,
 
   
2008
   
2007
 
   
(In thousands, except per share amounts)
 
REVENUES:
           
   Product revenues
  $ 190,964     $ 203,500  
   Service revenues
    59,393       57,296  
      Total Revenues
    250,357       260,796  
COST OF REVENUES:
               
   Cost of product revenues
    171,741       180,104  
   Cost of service revenues
    44,425       44,416  
      Total Cost of Revenues
    216,166       224,520  
GROSS PROFIT
    34,191       36,276  
OPERATING EXPENSES:
               
   Selling, general and administrative expense
    36,705       39,582  
   Amortization of intangible assets
    7,231       6,223  
      Total Operating Expenses
    43,936       45,805  
OPERATING LOSS
    (9,745 )     (9,529 )
OTHER INCOME (EXPENSE):
               
   Interest income
    2,893       3,415  
   Interest expense
    (2,932 )     (3,717 )
   Gain (loss) on currency swap, net
    881       (2,406 )
   Gain (loss) on currency transaction, net
    (1,965 )     984  
   Other income (expense), net
    (344 )     71  
     Total Other Expense
    (1,467 )     (1,653 )
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
               
   TAXES AND MINORITY INTEREST
    (11,212 )     (11,182 )
   Income tax provision (benefit)
    852       (349 )
   Minority interest income
    (203 )     (18 )
LOSS FROM CONTINUING OPERATIONS
    (11,861 )     (10,815 )
DISCONTINUED OPERATIONS, NET OF TAX:
               
   INCOME (LOSS) FROM DISCONTINUED OPERATIONS
    1,169       (231 )
   GAIN ON SALE OF MESSAGING BUSINESS
    -       1,287  
NET LOSS
  $ (10,692 )   $ (9,759 )
LOSS PER WEIGHTED AVERAGE COMMON SHARE (1):
               
   Loss from continuing operations
  $ (1.72 )   $ (1.55 )
   Discontinued Operations:
               
        Income (loss) from discontinued operations
    0.17       (0.03 )
        Gain on sale of Messaging business
    -       0.18  
Net loss per weighted average common share
  $ (1.55 )   $ (1.40 )
LOSS PER WEIGHTED AVERAGE DILUTED COMMON SHARE:
               
   Loss from continuing operations
  $ (1.72 )   $ (1.55 )
   Discontinued Operations:
               
        Income (loss) from discontinued operations
    0.17       (0.03 )
        Gain on sale of Messaging business
    -       0.18  
Net loss per diluted weighted average common share
  $ (1.55 )   $ (1.40 )
                 
(1) Loss per weighted average common share amounts are rounded to the nearest $.01; therefore, such rounding may impact individual amounts presented.
 
 

 
EDCI Holdings, Inc.
Summary Schedule of Non-GAAP Financial Data
(In thousands) Unaudited
 
 
The following summary of financial data shows the reconciliation of loss from continuing operations, as determined in accordance with accounting principles generally accepted in the United States (GAAP), to income (loss) from continuing operations and earnings before interest, taxes, and depreciation and amortization from continuing operations.
 
EBITDA is income (loss) from continuing operations before interest expense (income), net, income taxes, and depreciation and amortization and is presented because the Company believes that such information is commonly used in the entertainment industry as one measure of a company’s operating performance. EBITDA from continuing operations is not determined in accordance with generally accepted accounting principles, it is not indicative of cash provided by operating activities, should not be used as a measure of operating income and cash flows from operations as determined under GAAP, and should not be considered in isolation or as an alternative to, or to be more meaningful than, measures of performance determined in accordance with GAAP. EBITDA, as calculated by the Company, may not be comparable to similarly titled measures reported by other companies and could be misleading unless all companies and analysts calculated EBITDA in the same manner.
                         
                         
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Income (loss) from continuing operations
    865       624       (11,861 )     (10,815 )
                                 
Income tax provision (benefit)
    484       (233 )     852       (349 )
(Gain) loss on currency swap, net
    (3,474 )     1,658       (881 )     2,406  
(Gain) loss on currency transaction, net
    1,371       (645 )     1,965       (984 )
Interest (income) expense, net
    (6 )     18       39       302  
Depreciation and amortization
    5,867       5,443       17,853       16,096  
Other (income) expense, net
    352       (4 )     344       (71 )
                                 
EBITDA from continuing operations
  $ 5,459     $ 6,861     $ 8,311     $ 6,585