EX-99.1 2 w23806exv99w1.htm PRESS RELEASE exv99w1
 

EXHIBIT 99.1
(SAFEGUARD LOGO)
FOR IMMEDIATE RELEASE
CONTACT:   Christopher J. Davis
Executive Vice President, Chief Administrative & Financial Officer
610-293-0600
SAFEGUARD ANNOUNCES 26% INCREASE
IN SECOND QUARTER 2006 REVENUES
—Sixth Consecutive Quarter of Double-Digit Revenue Growth—
Wayne, PA, August 2, 2006 — Safeguard Scientifics, Inc. (NYSE: SFE) today announced its operating results for the second quarter of 2006. Safeguard reported consolidated revenues for the second quarter of $56.4 million, a 26% increase from revenues of $44.7 million in the second quarter last year. This year’s second quarter included $4.6 million of revenue from Acsis, which was acquired in December of 2005.
“In addition to the long-term financial progress being made by our partner companies, we are pleased by our operational developments,” stated Peter J. Boni, President and Chief Executive Officer. “We provided $5.5 million to Authentium, Inc., a computer security company. In addition to putting that capital to work, we also provided growth capital and strategic and operational support to several existing partner companies, which we believe will help to build their value over the long-term. We added significant talent to our management team to help us execute against our strategic plan—Gary Kurtzman, MD, Vice President, Life Sciences, and Erik Rasmussen, Vice President and Principal, Information Technology. We also added a seasoned industry executive to our Board, George McClelland. We are encouraged by the breadth and quality of deal opportunities that we are evaluating, and we will continue to execute against our strategic plan.”
“Our consolidated partner companies delivered another very solid quarter,” stated Christopher J. Davis, Executive Vice President and Chief Administrative and Financial Officer. “Operationally and strategically, the companies delivered during the quarter and are well-positioned to continue building shareholder value. In particular, Alliance Consulting continues to exceed average industry revenue growth rates. Also, their recent acquisition of Fusion Technologies more than doubles the size of the company’s India operations and we believe will positively impact their long-term growth and profitability profile.”
Safeguard’s consolidated net loss in the second quarter of 2006 increased to $9.2 million from $7.7 million in the second quarter of 2005, primarily reflecting the impact of adoption of SFAS No. 123(R) at the beginning of 2006 and net loss of $1.8 million from Acsis, which was acquired in December 2005. Discontinued operations in the second quarter of 2006 included a net gain of $1.6 million from the sale of Alliance Consulting’s Southwest region.
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Information Technology Group — Consolidated Partner Companies
Acsis, an enterprise software company automating manufacturing and supply chain processes, launched an End to End RFID offering with SAP America, Inc. to help customers achieve mandated compliance promptly and affordably and incorporate RFID technology with minimal impact. In addition, Safeguard provided $6 million of additional capital for Acsis to pursue their go-to-market strategy and develop next generation software applications that improve visibility and efficiency throughout the entire supply chain.
Alliance Consulting, which provides business intelligence solutions to Fortune 2000 clients, has an annual revenue run rate greater than $100 million and its top line grew at over 30% on a year-over-year basis during the quarter. Their growth has improved dramatically, and we believe the acquisition of Fusion will positively impact their future growth.
At Mantas, a comprehensive behavior detection software solutions company, second quarter revenues were $8.4 million, up 12% from the prior year. Mantas announced a strategic partnership to help Brazilian financial institutions meet the threat of money laundering. Mantas was also selected by several international banking institutions as the provider for anti-money laundering and compliance programs. Mantas continues to focus on developing cost effective product and service compliance solutions that deliver enhanced functionality and performance to global financial institutions.
Pacific Title & Art Studio, which provides digital post-production and archival services to the motion picture industry, had revenues of $7.6 million in the second quarter of 2006 which were down $1.9 million from last year. From an industry perspective, major movie and trailer production remain off last year’s pace. Pacific Title’s patent pending archival solution, Rosetta-YCM Process, and digital intermediate solutions — continue to generate new business growth and incremental revenue. Pacific Title has also increased its emphasis on special effects, digital color correction, 3D animation and other sophisticated elements.
Life Sciences Group — Consolidated Partner Companies
Clarient (NASDAQ: CLRT), a comprehensive cancer diagnostics company, achieved a 44% increase in revenue year-over-year. These results reflect the continued momentum of their new business strategy and strong growth in the services group, up 139% year-over-year. With their proposed purchase of Trestle Holdings’ assets, Clarient is strategically positioned as a leader in technology and services for the characterization, assessment and treatment of cancer.
Laureate Pharma, offering bioprocessing manufacturing outsourcing services, saw revenue decline $0.4 million in the second quarter of 2006 as compared to the prior year. Laureate recently announced several client wins and has a growing pipeline that should turn into increased revenues in coming quarters. The expansion of its manufacturing facility provides separate production suites and expanded purification and production capacity. Laureate will be able to accommodate increased customer demand for protein-based biopharmaceutical products — without disruption of on-going customer projects.
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Stock-Based Compensation Summary
The consolidated statement of operations for the second quarter of 2006 reflects stock-based compensation expense for Safeguard and our consolidated partner companies. Safeguard adopted SFAS No. 123(R) effective January 1, 2006 using the modified prospective method and, therefore, did not restate prior year periods. Second quarter 2006 results include the following stock-based compensation expenses by segment:
                 
    Operating income        
    (loss) from     Stock-based  
    continuing     compensation  
    operations     expense  
Segment Operations   (thousands)     (thousands)  
Acsis
  $ (1,884 )   $ 39  
Alliance Consulting
    (678 )     262  
Clarient
    (4,341 )     266  
Laureate Pharma
    (2,478 )     39  
Mantas
    1,094       42  
Pacific Title & Art Studio
    677        
 
           
Total Segment Results
    (7,610 )     648  
Other Items
    (5,342 )     1,101  
 
           
 
  $ (12,952 )   $ 1,749  
 
           
Conference Call
A live web cast and audio presentation to discuss Safeguard’s second quarter earnings, business, and financial outlook with accompanying slides will begin at 9:00am EST, Thursday, August 3. The live web cast can be accessed at Safeguard’s web site http://www.safeguard.com under the Investor Relations section. Participants are encouraged to visit the site prior to the call to assure that the necessary audio applications are downloaded and installed. A replay of this web cast will be available at the site through August 2, 2007.
About Safeguard
Safeguard Scientifics, Inc. (NYSE: SFE) builds value in high-growth, revenue-stage information technology and life sciences businesses. Safeguard provides growth capital as well as a range of strategic, operational and management resources to our partner companies. Safeguard participates in expansion financings, corporate spin-outs, management buyouts, recapitalizations, industry consolidations and early-stage financings. For additional information, visit www.safeguard.com
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties. These forward-looking statements that could cause actual results to differ materially, include, among others, managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, the ability to execute our strategy, the uncertainty of the future performance of our companies, acquisitions and dispositions of companies, the inability to manage growth, compliance with government regulations, additional financing requirements, labor disputes, the effect of economic conditions in the business sectors in which our companies operate, and other uncertainties described in the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.
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Safeguard Scientifics, Inc.
Condensed Consolidated Balance Sheets

(in thousands)
                 
    June 30,     December 31,  
    2006     2005  
    (unaudited)          
Assets
               
Current Assets
               
Cash and cash equivalents, restricted cash and marketable securities — Parent
  $ 117,722     $ 141,168  
- Subsidiaries
    15,845       19,503  
Restricted marketable securities
    3,870       3,805  
Trading securities
    2,331        
Accounts receivable, net
    47,518       49,656  
Prepaid expenses and other current assets
    7,530       6,122  
Current assets of discontinued operations
    147        
 
           
Total current assets
    194,963       220,254  
Property and equipment, net
    44,278       39,520  
Ownership interests in and advances to companies
    21,614       17,897  
Long-term marketable securities
    1,129       3,311  
Long-term restricted marketable securities
    7,573       9,457  
Intangible assets, net
    13,436       15,618  
Goodwill
    97,053       97,462  
Other
    8,226       9,119  
Non-current assets of discontinued operations
          3,562  
 
           
Total Assets
  $ 388,272     $ 416,200  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Lines of credit
  $ 17,405     $ 14,523  
Current portion of convertible senior debentures
          5,000  
Current maturities of long-term debt
    3,582       3,380  
Other current liabilities
    40,984       50,691  
Current liabilities of discontinued operations
          1,119  
 
           
Total current liabilities
    61,971       74,713  
Long-term debt
    6,029       5,170  
Minority interest
    6,622       10,478  
Other long-term liabilities
    17,487       15,719  
Convertible senior debentures
    145,000       145,000  
Non-current liabilities of discontinued operations
          145  
Redeemable stock-based compensation
    2,032        
Total shareholders’ equity
    149,131       164,975  
 
           
Total Liabilities and Shareholders’ Equity
  $ 388,272     $ 416,200  
 
           
Certain prior year amounts have been reclassified to conform to the current year presentation.
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Safeguard Scientifics, Inc.
Condensed Consolidated Statements of Operations

(in thousands except per share amounts)
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2006     2005     2006     2005  
    (unaudited)     (unaudited)  
Revenue
                               
Product sales
  $ 3,947     $ 3,475     $ 9,414     $ 5,506  
Service sales
    52,502       41,214       102,519       77,725  
 
                       
Total revenue
    56,449       44,689       111,933       83,231  
 
                       
Operating Expenses
                               
Cost of sales — product
    2,474       953       4,840       1,638  
Cost of sales — service
    35,809       28,422       70,924       54,966  
Selling, general and administrative
    26,938       19,073       53,282       39,346  
Research and development
    3,208       2,206       6,593       4,850  
Amortization of intangibles
    972       894       2,251       1,832  
 
                       
Total operating expenses
    69,401       51,548       137,890       102,632  
 
                       
Operating loss
    (12,952 )     (6,859 )     (25,957 )     (19,401 )
Other income (loss), net
    (1,243 )     1,259       1,894       1,250  
Impairment — related party
          (102 )           (260 )
Interest income
    1,610       1,148       3,180       2,279  
Interest expense
    (1,659 )     (1,564 )     (3,293 )     (3,100 )
Equity income (loss)
    335       (1,376 )     (270 )     (5,407 )
Minority interest
    1,895       1,215       3,892       2,851  
 
                       
 
                               
Net loss from continuing operations before income taxes
    (12,014 )     (6,279 )     (20,554 )     (21,788 )
Income tax (expense) benefit
    1,183       (150 )     1,101       11  
 
                       
Net loss from continuing operations
    (10,831 )     (6,429 )     (19,453 )     (21,777 )
Income (loss) from discontinued operations, net of income taxes (a)
    1,596       (1,250 )     3,766       (1,995 )
 
                       
 
                               
Net Loss
  $ (9,235 )   $ (7,679 )   $ (15,687 )   $ (23,772 )
 
                       
 
                               
Basic and diluted income (loss) per share (b)
                               
Loss from continuing operations
  $ (0.09 )   $ (0.05 )   $ (0.16 )   $ (0.18 )
Net income (loss) from discontinued operations
    0.01       (0.01 )     0.03       (0.02 )
 
                       
 
                               
Net loss per share
  $ (0.08 )   $ (0.06 )   $ (0.13 )   $ (0.20 )
 
                       
 
                               
Weighted average shares outstanding
                               
Basic and Diluted
    121,499       120,779       121,390       120,714  
Certain prior year amounts have been reclassified to conform to the current year presentation.
(a) Alliance Consulting sold its Southwest region on May 1, 2006 and as a result, the operations of its Southwest region are included in discontinued operations in 2006 and 2005. Included in the three and six months ended June 30, 2006 is a $1.6 million gain associated with the sale of the Southwest region. As a result of the sale of Laureate Pharma’s Totowa, New Jersey facility in December 2005, the operating results related to its Totowa facility are included in discontinued operations in 2005. As a result of the sale of Mantas’ telecommunications business and certain related assets and liabilities in the first quarter of 2006, the operating results related to its telecommunications business are included in discontinued operations in 2006 and 2005.
(b) If a consolidated or equity method company has dilutive options or securities outstanding, diluted net loss per share is computed first by adjusting net loss for the income attributable to the potential exercise of the dilutive options or securities of the company.
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Safeguard Scientifics, Inc.
Results of Segment Operations from Continuing Operations

(in thousands)
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2006     2005     2006     2005  
    (unaudited)     (unaudited)  
Revenues
                               
Acsis
  $ 4,584       N/A     $ 8,985       N/A  
Alliance Consulting
    25,868       19,665       51,080       38,106  
Clarient
    7,496       5,209       14,246       9,216  
Laureate Pharma
    2,468       2,823       4,646       5,016  
Mantas
    8,439       7,544       17,823       14,121  
Pacific Title & Art Studio
    7,594       9,448       15,153       16,772  
Other Companies
                       
 
                       
Total Segment Results
  $ 56,449     $ 44,689     $ 111,933     $ 83,231  
 
                       
 
                               
Operating Income (Loss) from Continuing Operations (a)
                               
Acsis
  $ (1,884 )     N/A     $ (4,128 )     N/A  
Alliance Consulting
    (678 )     306       (950 )     (613 )
Clarient
    (4,341 )     (3,246 )     (8,889 )     (7,442 )
Laureate Pharma
    (2,478 )     (2,035 )     (4,722 )     (4,391 )
Mantas
    1,094       (291 )     2,743       (1,651 )
Pacific Title & Art Studio
    677       2,272       933       3,215  
Other Companies (c)
                       
 
                       
Total Segment Results
    (7,610 )     (2,994 )     (15,013 )     (10,882 )
Other Items (d)
    (5,342 )     (3,865 )     (10,944 )     (8,519 )
 
                       
 
  $ (12,952 )   $ (6,859 )   $ (25,957 )   $ (19,401 )
 
                       
 
                               
Safeguard Share of Net Income (Loss) from Continuing Operations (b)
                               
Acsis
  $ (1,776 )     N/A     $ (3,905 )     N/A  
Alliance Consulting
    (828 )     95       (1,314 )     (964 )
Clarient
    (2,685 )     (1,994 )     (5,386 )     (4,532 )
Laureate Pharma
    (2,634 )     (2,115 )     (4,964 )     (4,534 )
Mantas
    1,128       (290 )     2,788       (1,658 )
Pacific Title & Art Studio
    660       2,567       931       3,448  
Other Companies (c)
    (958 )     (1,484 )     350       (5,506 )
 
                       
Total Segment Results
    (7,093 )     (3,221 )     (11,500 )     (13,746 )
Other Items (d)
    (3,738 )     (3,208 )     (7,953 )     (8,031 )
 
                       
Net Loss from Continuing Operations
  $ (10,831 )   $ (6,429 )   $ (19,453 )   $ (21,777 )
 
                       
Note — The above reflects results from continuing operations.
(a) Operating Income (Loss) from continuing operations represents the revenues less operating expenses of each segment, and excludes any allocation to minority interest.
(b) Safeguard Share of Net Income (Loss) from Continuing Operations includes the net results of each segment, including interest, adjusted for any amount allocated to minority interest.
(c) Other Companies includes those companies in which Safeguard has less than a majority interest, as well as our ownership in funds. Our share of Other Companies consists primarily of equity income (loss) and gains (loss) on companies, both of which are reported below the operating income (loss) line.
(d) Other Items includes corporate expenses and income taxes.
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