EX-99.1 2 v058215_ex99-1.htm Unassociated Document

FUSION
Jonscott Turco
 
CONTACT:
212-201-2401
 
 
jturco@fusiontel.com
 
     
INVESTOR
Andrew Hellman
 
CONTACT:
CEOcast, Inc.
 
 
212-732-4300
 
 
adhellman@ceocast.com
 
     
MEDIA
Rachel Carr
 
CONTACT:
Dan Klores Communications
 
 
212-981-5253
 
 
rachel_carr@dkcnews.com
FOR IMMEDIATE RELEASE
 
Fusion Reports Third Quarter 2006 Results
 
New York, NY, November 14, 2006 - Fusion (AMEX: FSN) today announced financial results for the third quarter ended September 30, 2006.

Recent Highlights: 
 
 
·
Registered more than 750,000 Efonica subscribers since June 2006 launch and currently has more than 10,000 paid subscribers
 
·
Increased revenues for fourth consecutive quarter - up 11.2% over second quarter 2006 and up 28.5% over third quarter 2005
 
·
Cash consumption declined 29% from second quarter 2006
 
·
Entered into a retail marketing alliance with MasterCard Worldwide
 
·
Formed a strategic partnership with Jinti, a rapidly growing social networking website in China
 
·
Introduced Efonica VoIP services in Jordan

Financial Results 

For the third quarter September 30, 2006, Fusion reported revenues of $11.7 million, an increase for the fourth consecutive quarter. The increase represented an 11.2% improvement compared to revenues of $10.5 million for the second quarter ended June 30, 2006, attributable to an increase in carrier services traffic. Compared to the third quarter of 2005, revenue increased 28.5%, also resulting from the increase in carrier services traffic.

The consolidated gross margin was 9.3% for the quarter ended September 30, 2006 compared to 9.2% for the quarter ended September 30, 2005. During the 2006 third quarter, the Company’s gross margin was impacted by $0.1 million of costs associated with promotions it ran to introduce its new premium retail services. Without this promotional expense, consolidated gross margin for the quarter ended September 30, 2006, would have been 10.4%.





During the quarter ended September 30, 2006, the Company incurred increased expenses of $0.7 million in advertising and marketing, $0.1 million in promotional expenses and $0.4 million in increased salaries and benefits associated with the recent launch of the Company’s Efonica VoIP services. In addition, there were expenses of $0.1 million in stock based compensation recorded in connection with the adoption of SFAS 123R in 2006 that was not applicable in 2005, and one-time adjustments of $0.2 million in discontinued operations associated with the decision to cease operations in one of its subsidiaries, and $0.1 million in goodwill impairment.

Adjusted EBITDA was ($3.1) million for the quarter ended September 30, 2006, compared to ($2.8) in the prior quarter, and ($2.1) million for the third quarter of 2005. Excluding the advertising, marketing, and promotional expenses, Adjusted EBITDA would have been ($2.2) million in the third quarter of 2006. Adjusted EBITDA is defined as income (loss) from operations less interest, depreciation and amortization, loss on impairment, settlements of debt, and stock based compensation. Adjusted EBITDA should be considered in addition to, but not in lieu of, income (loss) from operations reported under GAAP.

For the quarter ended September 30, 2006, the net loss was ($3.9) million or ($0.15) per share, compared to a net loss of ($2.8) million or ($0.10) per share for the quarter ended June 30, 2006, and ($2.3) million or ($0.09) per share during the quarter ended September 30, 2005.

Commenting on the results, Matthew Rosen, President and Chief Executive Officer of Fusion, said, "Since our product launch in June of this year, we have experienced significant success in attracting new subscribers to our Efonica services. We are now highly focused on rolling out our new suite of paid services this quarter and driving revenue through up-selling our subscribers and selling our paid services through our expanding retail distribution channels."

As of September 30, 2006, the Company had cash and cash equivalents of $2.4 million. Cash expenditures during the third quarter of 2006 declined to $3.5 million from $4.9 million in second quarter of 2006, as much of the initial retail launch investment had been paid for in the second quarter.

Stockholders' equity as of September 30, 2006 was $13.1 million compared to $17.7 million as of December 31, 2005. During March 2006, in connection with the Company's amendment to the acquisition agreement of the 49.8% minority interest in the Efonica joint venture, the Company released 675,581 shares in escrow. This release of shares in escrow resulted in an increase to stockholders' equity of approximately $4.4 million and a reduction to the recorded long-term liability. This increase to stockholders equity is net with the increase in the accumulated deficit of approximately $9.7 million.

Use of Non-GAAP Financial Measures: 

The Company believes that Adjusted EBITDA is useful to investors because it is commonly used in the communications industry to analyze companies on the basis of operating performance and leverage. The Company also believes that Adjusted EBITDA provides investors with a measure of the Company's operational and financial progress that corresponds with the measurements used by management as a basis for allocating resources and making other operating decisions. Adjusted EBITDA takes into account certain significant nonrecurring transactions, such as impairment losses associated with divested businesses and forgiveness of debt, which vary significantly between periods and are not recurring in nature, as well as non-cash compensation for stock option expense. Although the Company uses Adjusted EBITDA as one of several financial measures to assess its operating performance, its use is limited as it excludes certain significant operating expenses. Adjusted EBITDA is not intended to represent cash flows for the period presented, nor has it been presented as an alternative to operating income or as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with Generally Accepted Accounting Principles (GAAP). Consistent with the SEC Regulation G, the non-GAAP measures in this press release have been reconciled to the nearest GAAP measure, which can be viewed under the heading "Reconciliation of Net Income (Loss) to Adjusted EBITDA", immediately following the Consolidated Statements of Operations included in this press release.





Earnings Conference Call 

Management has scheduled a conference call for 11:00 a.m. Eastern Time on November 14, 2006 to review the Company's third quarter results.

To listen to the conference call, please dial 800-289-0533 at least five minutes before the scheduled start time. Investors can also access the call in a "listen only" mode via the Internet at the Company's website at http://www.fusiontel.com. Please allow extra time prior to the call to visit the website and download the necessary software to listen to the Internet broadcast.
 
For interested individuals unable to join the conference call, a replay of the call will be available through November 21, 2006, at (888) 203-1112 (domestic) or (719) 457-0820 (International), (Passcode: 8814394). The online replay of the conference call is available via webcast for one year following the call.

About Fusion: 

Fusion provides its Efonica branded VoIP (Voice over Internet Protocol), Internet access, and other Internet services to, from, in and between emerging markets in Asia, the Middle East, Africa, Latin America and the Caribbean. Fusion currently provides services to consumers, corporations, international carriers, government entities, and Internet service providers in over 100 countries. For more information please go to: http://www.fusiontel.com or http://www.efonica.com.

Statements in this Press Release that are not purely historical facts, including statements regarding Fusion's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, introduction of products in a timely fashion, market acceptance of new products, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that render Fusion's products obsolete, delays in obtaining regulatory approvals, potential product recalls and litigation. Risk factors, cautionary statements and other conditions that could cause Fusion's actual results to differ from management's current expectations, are contained in Fusion's filings with the Securities and Exchange Commission and available through http://www.sec.gov.



FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets

 
   
September 30,
 
December 31,
 
   
2006
 
2005
 
   
(unaudited)
     
ASSETS
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
 
$
2,410,477
 
$
14,790,504
 
Accounts receivable, net of allowance for doubtful accounts of approximately $587,000
and $414,000 at September 30, 2006 and December 31, 2005, respectively
   
4,017,183
   
2,952,760
 
Restricted cash
   
365,000
   
 
Prepaid expenses and other current assets
   
1,089,362
   
1,242,266
 
Assets held for sale
   
258,465
   
245,305
 
Total current assets
   
8,140,487
   
19,230,835
 
Property and equipment, net
   
7,217,900
   
4,270,966
 
Other assets
             
Security deposits
   
173,368
   
331,891
 
Restricted cash
   
416,566
   
218,176
 
Goodwill
   
4,971,221
   
5,118,640
 
Intangible assets, net
   
4,919,216
   
4,861,012
 
Other assets
   
130,247
   
354,259
 
Total other assets
   
10,610,618
   
10,883,978
 
TOTAL ASSETS
 
$
25,969,005
 
$
34,385,779
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
Current liabilities
             
Long-term debt, current portion
 
$
150,000
 
$
150,000
 
Capital lease/equipment financing obligations, current portion
   
939,920
   
1,419,965
 
Accounts payable and accrued expenses
   
10,898,771
   
9,269,341
 
Investment in Estel
   
600,011
   
771,182
 
Liabilities of discontinued operations
   
235,085
   
620,809
 
Total current liabilities
   
12,823,787
   
12,231,297
 
Long-term liabilities
             
Capital lease/equipment financing obligations, net of current portion
   
39,404
   
7,650
 
Other long-term liabilities
   
   
4,357,497
 
Total long-term liabilities
   
39,404
   
4,365,147
 
Commitments and contingencies
             
Minority interests
   
669
   
67,694
 
Stockholders’ equity
             
Common stock, $0.01 par value, 105,000,000 shares authorized, 26,971,465 and 11,114,962 shares issued, and
             
26,946,465 and 10,439,387 shares outstanding at September 30, 2006 and December 31, 2005, respectively
   
269,465
   
104,394
 
Common stock, Class A $0.01 par value, 21,000,000 shares authorized, 0 and 15,739,963 shares issued
             
and outstanding at September 30, 2006 and December 31, 2005, respectively
   
   
157,400
 
Capital in excess of par value
   
110,504,674
   
105,447,041
 
Accumulated deficit
   
(97,668,994
)
 
(87,987,194
)
Total stockholders’ equity
   
13,105,145
   
17,721,641
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
25,969,005
 
$
34,385,779
 





FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES

Consolidated Statements of Operations
 
 
   
Three months ended
 
Nine months ended
 
   
September 30,
 
September 30,  
 
   
2006
 
2005
 
2006
 
2005 
 
   
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
                      
Revenues
 
$
11,728,524
 
$
9,123,742
 
$
31,793,793
 
$
40,312,685
 
Operating expenses:
                         
Cost of revenues, exclusive of depreciation and amortization shown
separately below
   
10,635,840
   
8,280,078
   
28,623,555
   
36,981,492
 
Depreciation and amortization
   
386,702
   
358,669
   
864,544
   
1,228,080
 
Loss on impairment
   
147,419
   
   
147,419
   
 
Selling, general and administrative expenses (includes $134,311 and
$633,976 non-cash compensation for the three months and nine
months ended September 30, 2006, respectively)
   
3,630,624
   
2,767,564
   
11,245,347
   
8,369,906
 
Advertising and marketing
   
683,392
   
32,857
   
1,008,142
   
149,290
 
Total operating expenses
   
15,483,977
   
11,439,168
   
41,889,007
   
46,728,768
 
Operating loss
   
(3,755,453
)
 
(2,315,426
)
 
(10,095,214
)
 
(6,416,083
)
                           
Other income (expense)
                         
Interest income
   
58,694
   
139,733
   
294,272
   
322,603
 
Interest expense
   
(30,972
)
 
(32,457
)
 
(90,486
)
 
(399,750
)
Gain on settlement of debt
   
   
52,539
   
465,854
   
57,879
 
Loss from investment in Estel
   
(48,128
)
 
(192,566
)
 
(118,766
)
 
(492,026
)
Other
   
25,305
   
(10,731
)
 
63,616
   
(4,774
)
Minority interests
   
58,498
   
71,073
   
67,025
   
119,157
 
Total other income (expense)
   
63,397
   
27,591
   
681,515
   
(396,911
)
                           
Loss from continuing operations
   
(3,692,056
)
 
(2,287,835
)
 
(9,413,699
)
 
(6,812,994
)
Discontinued operations:
                         
Income (loss) from discontinued operations
   
(233,993
)
 
(53,305
)
 
(268,101
)
 
105,382
 
Net loss
 
$
(3,926,049
)
$
(2,341,140
)
$
(9,681,800
)
$
(6,707,612
)
Basic and diluted net loss per common share:
                         
Loss from continuing operations
 
$
(0.14
)
$
(0.09
)
$
(0.35
)
$
(0.28
)
Income (loss) from discontinued operations
   
(0.01
)
 
   
(0.01
)
 
0.01
 
Net loss per common share
 
$
(0.15
)
$
(0.09
)
$
(0.36
)
$
(0.27
)
Weighted average shares outstanding
                         
Basic and diluted
   
26,894,779
   
26,179,151
   
26,664,096
   
24,555,878
 





FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
 
     
Three Months Ended
   
Nine Months Ended
 
     
September 30,
   
September 30,
 
     
2006
   
2005
   
2006
   
2005
 
                           
Net loss
 
$
(3,926,049
)
 
(2,341,140
)
$
(9,681,800
)
$
(6,707,612
)
Income from discontinued operations
   
233,993
   
53,305
   
268,101
   
(105,382
)
Loss from continuing operations
   
(3,692,056
)
 
(2,287,835
)
 
(9,413,699
)
 
(6,812,994
)
Adjustments:
                         
Interest income
   
(58,694
)
 
(139,733
)
 
(294,272
)
 
(322,603
)
Interest expense
   
30,972
   
32,457
   
90,486
   
399,750
 
Depreciation and amortization
   
386,702
   
358,669
   
864,544
   
1,228,080
 
Loss on impairment
   
147,419
   
   
147,419
   
 
Non-cash compensation
   
134,311
   
   
633,976
   
 
Gain on settlement of debt
   
   
(52,539
)
 
(465,854
)
 
(57,879
)
Adjusted EBITDA
 
$
(3,051,346
)
$
(2,088,981
)
$
(8,437,400
)
$
(5,565,646
)