EX-99.6 2 dex996.htm PRESS RELEASE Press Release

Exhibit 99.6

LOGO

Press Release

Contact Information:

 

Ascend Acquisition Corporation    Investor Relations:
Don K. Rice, Chairman and CEO    Crocker Coulson, President
Phone: 610-519-1336    CCG Investor Relations
Don@ascendgrowth.com    Phone: 646-213-1915
   Crocker.coulson@ccgir.com

FOR IMMEDIATE RELEASE

Ascend Acquisition Corp. Announces Third Quarter

Financial Results of Merger Partner

Wayne, PA and Austin, TXDecember 10, 2007 – Ascend Acquisition Corp. (“Ascend”) (OTC BB: ASAQ, ASAQU, ASAQW), a specified purpose acquisition company, today announced the unaudited financial results for the three and nine months ended September 30, 2007, for its merger partner, e.PAK Resources (S) Pte. Ltd. (“ePAK”).

Third Quarter Highlights

 

 

Net sales increased 31% year-over-year to $12.4 million

 

 

Gross profit rose 27% year-over-year to $4.1 million

 

 

Adjusted EBITDA increased 21% year-over-year to $2.0 million

 

 

Net income increased 41% year-over-year to $686,000

 

 

Tripled manufacturing space at Shenzhen facility to 600,000 square feet

 

 

Expanding cleanroom space by about 50% due to strong demand for wafer and disk drive products

Third Quarter 2007 Results

In the third quarter of 2007, ePAK generated net sales of $12.4 million, up 31.2% from $9.4 million in the same quarter in 2006. This growth was primarily the result of a substantial increase in sales of wafer shippers, wafer transport media and data storage devices to new customers and an increase in sales to existing customers. Sales of IC handling products also increased during the quarter.


“Our third quarter results reflect strong demand for our wafer products from both new and existing customers, which translated into double-digit growth in revenues, adjusted EBITDA and profits,” said Steve Dezso, ePAK’s CEO. “We expect our margins to improve as wafer handling and other new consumable products represent a larger portion of our product mix going forward.”

Don K. Rice, Chairman of the Board and CEO of Ascend, commented, “ePAK is a high growth, high margin business managed by semiconductor veterans who have operated successfully in China over the last 15 years. We believe ePAK will utilize the additional capital from the merger to continue to deliver exceptional financial performance well into the future.”

Gross profit increased 26.6% in the third quarter of 2007 to $4.1 million. Gross margin was 33.1% in the third quarter of 2007, down from 34.3% in the same quarter of 2006. During the quarter, the increased contribution of higher margin wafer products to the product sales mix had a positive impact on gross margin, which was offset by higher materials costs for IC handling products.

Operating expenses were $3.0 million, up 19.4% from $2.5 million in the same quarter of 2006, primarily due to higher selling and administrative expenses in support of increased sales and increased costs at its manufacturing facilities in China. Operating expenses accounted for 24.5% of sales in the third quarter of 2007, down from 26.9% of sales in the year ago period.

Operating profit increased 52.5% to $1.1 million and adjusted EBITDA increased 20.6% to $2.0 million in the third quarter of 2007.

Net income was $686,000, up 41.4% from $485,000 in the same quarter of 2006. After an accretion of convertible contingently redeemable common shares, which will be eliminated following the close of ePAK’s merger with Ascend, net income attributable to common shareholders was $245,000, up from $43,000 in the third quarter of 2006.

Nine Month Results

Net sales for first nine months of 2007 increased 25.6% to $32.8 million, compared to $26.1 million in the first nine months of 2006. Gross profit increased 18.9% to $11.3 million, up from $9.5 million in the first nine months of 2006. Gross margin was 34.3%, compared to 36.2% in the first nine months of 2006. Operating profit increased 29.4% to $2.9 million and adjusted EBITDA increased 19.1% to $5.0 million in the first nine months of 2007. Net income was $1.8 million, up 14.4% from $1.6 million in the first nine months of 2006. After an accretion of convertible contingently redeemable common shares, net income attributable to common shareholders was $359,000, up from $61,000 in the first nine months of 2006.


Financial Condition

At September 30, 2007, ePAK had cash and cash equivalents of $1.9 million, total assets of $38.0 million and short-term bank borrowings of $5.1 million. The Company generated $10.7 million in cash flow from operating activities in the first nine months of 2007.

Outlook

“In the coming months, we will continue to reinvest our growing cash flows into our business in order to meet the rapidly rising demand for our products and minimize the impact of our capacity constraints,” Mr. Dezso said. “We look forward to the closing of the merger with Ascend, which will allow us to make the capital investments we need to fully take advantage of the multiple growth opportunities available to us.”

“We are confident that our shareholders will agree that ePAK provides an attractive opportunity to invest in the rapidly growing $40 billion semiconductor materials market,” Mr. Rice said. “Ascend’s planned merger with ePAK meets the 80% valuation test and is fair based on industry comparables. This transaction is structured for aggressive growth, in which all of the cash at closing and from the warrant conversion will be available for ePAK’s continued growth.”

In July 2007, Ascend entered into a definitive agreement to merge with ePAK. Under the terms of the agreement, at the closing of the transaction, Ascend will reincorporate as a Bermuda public company and acquire 100% of the outstanding capital stock of ePAK. Upon completion of the transaction, which is expected in the first quarter of 2008, the resulting public company will be domiciled in Bermuda and renamed ePAK International Ltd. It is expected that ePAK International’s common stock and warrants will trade on the NASDAQ Global Market.

Additional Information

The parties have filed with the SEC a registration statement and proxy statement under Form S-4 in connection with the proposed acquisition of ePAK and reincorporation of Ascend in Bermuda. STOCKHOLDERS OF ASCEND AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE FINAL PROSPECTUS AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE TRANSACTIONS AND THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OF ASCEND’S STOCKHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The final prospectus and definitive proxy statement will be mailed to Ascend’s stockholder as of a record date to be established for voting on the acquisition and redomestication. These documents also will be available without charge online at the Securities and Exchange Commission’s Internet site (http://www.sec.gov) and by mail through requests to Ascend Acquisition Corp., 435 Devon Park Drive, Bldg. 400 Wayne, PA 19087, Attention: T. Anderson.


Stockholders and other interested persons can also read Ascend’s final prospectus, dated May 11, 2006, for a description of the security holdings of Ascend’s directors and officers and of EarlyBirdCapital, Inc., the underwriters of Ascend’s initial public offering, and their respective interests in the successful consummation of the proposed transactions.

Use of Non-GAAP Financial Information

This press release contains adjusted EBITDA, a financial measure that is not defined by US GAAP. Adjusted EBITDA was derived by calculating earnings before interest, taxes, depreciation and amortization and non-cash charges including share based compensation, and provisions for bad debt and inventory. The Company’s management uses adjusted EBITDA as an important financial measure to assess the ability of ePAK’s assets to generate cash sufficient to pay interest on its indebtedness, meet capital expenditure and working capital requirements, and otherwise meet its obligations as they become due. The Company’s management believes that the presentation of adjusted EBITDA provides useful information regarding ePAK’s results of operations because it assists in analyzing and benchmarking the performance and value of ePAK’s business. The Company’s calculation of adjusted EBITDA may not be consistent with similarly titled measures of other companies. The table below presents a reconciliation of adjusted EBITDA to net income, its most directly comparable U.S. GAAP financial measure, on a historical basis, for the periods presented.

About e.PAK Resources (S) Pte. Ltd.

ePAK is a full-service designer, manufacturer and supplier of precision engineered products and solutions for the automated transport and handling of semiconductor and electronic devices. ePAK’s product areas include front-end wafer handling, back-end IC transport, and end-system sub-assembly handling. The Company’s products are sold globally to top tier global customers including semiconductor companies, system OEMs, and IC assembly and test operations. The company’s low cost, large-scale manufacturing operations in Shenzhen, the People’s Republic of China (“PRC”) are centrally located to the semiconductor industry. ePAK’s executive offices are located in Austin, Texas and the Company maintains nine sales and applications engineering offices worldwide.

About Ascend Acquisition Corporation

Ascend Acquisition Corp. was formed on December 5, 2005 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Ascend’s registration statement for its initial public offering was declared effective on May 11, 2006 and the offering closed on May 22, 2006, generating net proceeds of approximately $38.5 million from the sale of 6.9 million units, including the full exercise of the underwriters’ over-allotment option and the sale of


166,667 units to the Ascend’s Chairman and CEO, Don K. Rice. Each unit was comprised of one share of Ascend common stock and two warrants, each with an exercise price of $5.00. As of September 30, 2007, Ascend held approximately $40.3 million in a trust account maintained by an independent trustee, which will be released to Ascend upon the consummation of the business combination.

FORWARD LOOKING STATEMENTS

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Ascend, ePAK and their combined business after completion of the proposed business combination. These forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, Ascend’s ability to effect a business combination, ePAK’s ability to grow future revenues and earnings, changes in demand for ePAK’s products, market acceptance of the ePAK’s products, changes in the laws of the People’s Republic of China that affect ePAK’s operations, and other factors that may be detailed from time to time in Ascend’s filings with the United States Securities and Exchange Commission and other regulatory authorities.

Contact Information:

Ascend Acquisition Corporation

Don K. Rice, Chairman and CEO

Phone: 610-519-1336

don@ascendgrowth.com

www.ascendgrowth.com

ePAK International Inc.

Steve Dezso, CEO

Phone: 512-231-8083

steve.dezso@epak.com

www.epak.com

Investor Relations:

Crocker Coulson, President

CCG Investor Relations

Phone: 646-213-1915

crocker.coulson@ccgir.com

www.ccgir.com

-FINANCIAL TABLES FOLLOW-


e.PAK RESOURCES AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(United States dollars in thousands)

 

     Three Months ended
September 30,
    Nine Months ended
September 30,
 
     2007     2006     2007     2006  
     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Net sales

   $ 12,355     $ 9,420     $ 32,818     $ 26,131  

Cost of sales

     (8,260 )     (6,185 )     (21,564 )     (16,667 )
                                

Gross profit

     4,095       3,235       11,254       9,464  

Selling, general and administrative expenses

     (2,953 )     (2,488 )     (8,210 )     (7,102 )

Research and development

     (70 )     (44 )     (165 )     (137 )
                                

Operating profit

     1,072       703       2,879       2,225  

Interest income

     5       5       15       14  

Other income

     3       3       8       15  

Interest expense

     (112 )     (102 )     (351 )     (236 )

Other expense

     (118 )     (47 )     (324 )     (194 )
                                

Income before income taxes

     850       562       2,227       1,824  

Income tax expense

     (164 )     (77 )     (389 )     (218 )
                                

Net income

     686       485       1,838       1,606  

Accretion of convertible contingently redeemable common shares

     (441 )     (442 )     (1,479 )     (1,545 )
                                

Net income attributable to common shareholders

   $ 245     $ 43     $ 359     $ 61  
                                


e.PAK RESOURCES AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(United States dollars in thousands)

 

     September 30,
2007
    December 31,
2006
 
     (Unaudited)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 1,501     $ 2,624  

Restricted cash and cash equivalents

     395       381  

Accounts receivable, net

     9,090       6,535  

Inventories

     9,559       8,994  

Deferred tax assets

     7       8  

Other current assets

     765       462  
                

Total current assets

     21,317       19,004  

Long-term deposits

     13       13  

Property, plant and equipment, net

     16,686       14,506  
                

Total assets

   $ 38,016     $ 33,523  
                

LIABILITIES AND SHAREHOLDERS’ DEFICIT

    

Current liabilities:

    

Accounts payable

   $ 11,213     $ 9,432  

Accrued liabilities

     1,897       1,571  

Current maturities of long-term debt

     709       501  

Short-term borrowings

     5,139       4,964  

Short-term loan from Parent Company

     4,807       4,903  

Income taxes payable

     1,144       930  
                

Total current liabilities

     24,909       22,301  

Non-current liabilities:

    

Long-term debt, less current maturities

     901       1,061  

Deferred tax liabilities

     338       147  

Redeemable common shares:

    

Convertible contingently redeemable common shares

     25,685       24,205  

Shareholders’ deficit:

    

Common shares

     400       400  

Common share warrants

     —         19  

Accumulated deficit

     (14,251 )     (14,698 )

Non-distributable reserves

     121       121  

Accumulated other comprehensive loss

     (87 )     (33 )
                

Total shareholders’ deficit

     (13,817 )     (14,191 )
                

Total liabilities and shareholders’ deficit

   $ 38,016     $ 33,523  
                


e.PAK RESOURCES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(United States dollars in thousands)

 

    

NIne Months ended

September 30,

 
     2007     2006  
     Unaudited     Unaudited  

Cash flows from operating activities

    

Net income

   $ 1,838     $ 1,606  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation of property, plant and equipment

     2,049       1,728  

Share-based compensation

     69       225  

Write-off of inventory

     253       188  

Provision for bad debt

     —         6  

Deferred tax expenses

     192       108  

Unrealized exchange differences

     102       35  

Increase (decrease) in cash from changes in:

    

Accounts receivable

     (2,555 )     (318 )

Inventories

     (819 )     (2,047 )

Due from Parent Company

     —         125  

Other current assets

     (303 )     (477 )

Accounts payable

     9,319       7,101  

Accrued liabilities

     331       (93 )

Income tax payables

     214       86  
                

Net cash flows provided by operating activities

     10,690       8,273  
                

Cash flows from investing activities

    

Purchase of property, plant and equipment

     (3,435 )     (3,607 )
                

Net cash flows used in investing activities

     (3,435 )     (3,607 )
                

Cash flows from financing activities

    

Increase in restricted cash and cash equivalents

     (14 )     (12 )

Proceeds from short-term borrowings

     15,280       13,987  

Repayment of short-term borrowings

     (23,540 )     (18,741 )

Proceeds from long-term debt

     490       600  

Repayment of long-term debt

     (442 )     (248 )

Repayment of loans from Parent Company

     (96 )     (139 )
                

Net cash flows used in financing activities

     (8,322 )     (4,553 )
                

Net (decrease) increase in cash and cash equivalents

     (1,067 )     113  

Cash and cash equivalents at beginning of period

     2,624       1,979  

Effects of exchange rates on cash and cash equivalents

     (56 )     (21 )
                

Cash and cash equivalents at end of period

   $ 1,501     $ 2,071  
                

Supplemental cash flow disclosures :

    

Cash paid for interest

     351       236  

Cash paid for income taxes

     4       22  

Non-cash purchase of property, plant and equipment through accounts payable

     794       553  

Non-cash settlement of accounts payable through issuance of notes payable

     8,435       6,303  


e.PAK RESOURCES (S) PTE. LTD. AND SUBSIDIARIES

Reconciliation of Net Income to Adjusted EBITDA

(Amounts expressed in United States dollars, in thousands; US GAAP)

 

    

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

     2007    2006    2007    2006

Net income

   $ 686    $ 485    $ 1,838    $ 1,606

Income taxes

     164      77      389      218

Interest

     107      97      336      222

Depreciation and amortization

     713      765      2,049      1,728

Non-cash items

     289      200      424      454
                           

Adjusted EBITDA

   $ 1,959    $ 1,624    $ 5,036    $ 4,228
                           

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