EX-99.1 2 w20605exv99w1.htm PRESS RELEASE DATED MAY 3, 2006 exv99w1
 

EXHIBIT 99.1
CONTACT:         Christopher J. Davis
Executive Vice President, Chief Administrative & Financial Officer
610-293-0600
SAFEGUARD ANNOUNCES 44% INCREASE
IN FIRST QUARTER 2006 REVENUES
—Strong Operating Performance and Acsis Acquisition Drive Results—
Wayne, PA, May 3, 2006 — Safeguard Scientifics, Inc. (NYSE: SFE) today announced its operating results for the first quarter of 2006. Safeguard reported consolidated revenues for the first quarter of $55.5 million, a 44% increase from revenues of $38.5 million in the first quarter last year. This year’s first quarter included $4.4 million of revenue from Acsis, which was acquired in December of 2005.
“Our revenue growth was driven by a combination of strong operating performance from our partner companies in the first quarter and the acquisition of Acsis in the fourth quarter of 2005,” stated Peter J. Boni, President and Chief Executive Officer. “Equally important, we completed another deal. We recently co-led a $15 million Series A financing with Safeguard providing $5.5 million in capital to Authentium, a well-positioned computer security company with a unique delivery model. We continue to evaluate a robust deal pipeline and have seen an upswing in the volume of high-quality partnering opportunities for Safeguard. We believe our actions and our results so far demonstrate successful execution of our strategy and we will continue to strive to build long-term value for our shareholders.”
“This is our fifth consecutive quarter of impressive year-over-year growth in quarterly consolidated revenues,” stated Christopher J. Davis, Executive Vice President and Chief Financial and Administrative Officer. “We remain very pleased with the operating performance of our partner companies. In particular, Mantas’ continued revenue growth and profitability improvement demonstrate its best-in-class position in a market segment gaining increased attention. Alliance’s above-market revenue growth and margin expansion reflect the strength of their new and existing client relationships.”
Safeguard’s consolidated net loss in the first quarter of 2006 declined by 60% to $6.5 million from $16.1 million in the first quarter of 2005. Discontinued operations in the first quarter of 2006 included a net gain of $1.9 million from the sale of Mantas’ telecommunications business.
Information Technology Group — Consolidated Partner Companies
Acsis, an enterprise software company automating manufacturing and supply chain processes, is investing in their growth, through the addition of experienced management resources and new sales and product initiatives. These strategies are expected to result in long-term value creation, and recent client wins and a growing pipeline confirm the strategy.
Alliance Consulting, which provides business intelligence solutions to Fortune 2000 clients, achieved a 37% increase in first quarter revenue compared to the prior year, far exceeding average industry growth rates. Recently divesting its Southwest operations, Alliance intends to invest proceeds from the sale in strategic growth initiatives focusing within specific market segments.
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Mantas, a comprehensive behavior detection software solutions company, grew revenues 43% over the prior year first quarter. Mantas is increasingly focusing on building higher growth and higher margin offerings, including new product initiatives and penetrating global Tier 2 accounts. New client wins in the first quarter continue to fuel Mantas’ growth.
Pacific Title and Art Studio, providing digital post-production and archival services to the motion picture industry, saw revenues in the first quarter increase 3% over last year. Even with major movie production off its previous pace in the first quarter of 2006, Pacific Title achieved modest growth, led by new offerings like its patent pending archival solution, Rosetta-YCM Process, and digital intermediate solutions.
Life Sciences Group — Consolidated Partner Companies
Clarient (NASDAQ: CLRT), a comprehensive cancer diagnostics company, announced its fifth consecutive quarter of year-over-year double digit revenue growth, an increase of 68% from the first quarter of the prior year. In addition, Clarient reported 192% revenue growth in its oncology diagnostic lab services.
Laureate Pharma, offering bioprocessing manufacturing outsourcing services to support the development and commercialization of biopharmaceutical products, showed strong growth in backlog with four important new client wins. These new projects coupled with Laureate’s fully integrated services and capabilities are expected to improve revenues.
Although our quarterly financial reports generally focus on our consolidated majority holdings, we are also very pleased with the progress being made by our minority partner companies as well.
Stock-Based Compensation Summary
The consolidated statement of operations for the first quarter of 2006 reflects expenses for stock-based compensation related to stock options 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. First quarter 2006 results include the following stock-based compensation expenses by segment:
                 
    Operating Income   Stock-based
    (loss) from continuing   compensation
    operations   expense
     
Acsis
  $ (2,244 )   $ 24  
Alliance
    (272 )     266  
Clarient
    (4,548 )     386  
Laureate Pharma
    (2,244 )     42  
Mantas
    1,649       52  
Pacific Title
    256       139  
     
Total Segment Results
    (7,403 )     909  
Other Items (includes corporate operations)
    (5,602 )     1,159  
     
 
  $ (13,005 )   $ 2,068  
     
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Conference Call
A live web cast and audio presentation to discuss Safeguard’s first quarter earnings, business, and financial outlook with accompanying slides will begin at 9:00am EST, Thursday, May 4. 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 May 3, 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)
                 
    March 31,     December 31,  
    2006     2005  
    (unaudited)          
Assets
               
Current Assets
               
Cash and cash equivalents, restricted cash and marketable securities — Parent
  $      131,867     $      141,168  
— Subsidiaries
    13,796       19,503  
Restricted marketable securities
    3,817       3,805  
Trading securities
    3,482        
Accounts receivable, net
    49,145       49,656  
Prepaid expenses and other current assets
    6,064       6,122  
Current assets of discontinued operations
    218        
 
           
Total current assets
    208,389       220,254  
Property and equipment, net
    41,417       39,520  
Ownership interests in and advances to companies
    15,209       17,897  
Long-term marketable securities
    3,085       3,311  
Long-term restricted marketable securities
    7,543       9,457  
Intangible assets, net
    14,391       15,618  
Goodwill
    96,587       96,994  
Other
    8,425       9,119  
Non-current assets of discontinued operations
    3,647       4,030  
 
           
Total Assets
  $ 398,693     $ 416,200  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Lines of credit
  $ 16,038     $ 14,523  
Current portion of convertible senior debentures
          5,000  
Current maturities of long-term debt
    3,382       3,380  
Other current liabilities
    41,429       50,420  
Current liabilities of discontinued operations
    124       1,119  
 
           
Total current liabilities
    60,973       74,442  
Long-term debt
    6,575       5,170  
Minority interest
    8,475       10,478  
Other long-term liabilities
    16,887       15,990  
Convertible senior debentures
    145,000       145,000  
Non-current liabilities of discontinued operations
    138       145  
Redeemable stock-based compensation
    2,036        
Total shareholders’ equity
    158,609       164,975  
 
           
Total Liabilities and Shareholders’ Equity
  $ 398,693     $ 416,200  
 
           
Certain prior year amounts have been reclassified to conform to the current year presentation.

 


 

Safeguard Scientifics, Inc.
Condensed Consolidated Statements of Operations

(in thousands except per share amounts)
                 
    Three Months Ended March 31,  
    2006     2005  
    (unaudited)  
 
               
Revenue
               
Product sales
  $      5,467     $      2,031  
Service sales
    50,017       36,511  
 
           
Total revenue
    55,484       38,542  
 
           
Operating Expenses
               
Cost of sales — product
    2,366       685  
Cost of sales — service
    35,115       26,544  
Selling, general and administrative
    26,123       20,273  
Research and development
    3,606       2,644  
Amortization of intangibles
    1,279       938  
 
           
Total operating expenses
    68,489       51,084  
 
           
Operating loss
    (13,005 )     (12,542 )
Other income (loss), net
    3,137       (9 )
Impairment — related party
          (158 )
Interest income
    1,570       1,131  
Interest expense
    (1,634 )     (1,536 )
Equity loss
    (605 )     (4,031 )
Minority interest
    1,997       1,636  
 
           
 
               
Net loss from continuing operations before income taxes
    (8,540 )     (15,509 )
Income tax (expense) benefit
    (82 )     161  
 
           
Net loss from continuing operations
    (8,622 )     (15,348 )
Income (loss) from discontinued operations, net of income taxes (a)
    2,170       (745 )
 
           
 
               
Net Loss
  $ (6,452 )   $ (16,093 )
 
           
 
               
Basic net loss per share from continuing operations
  $ (0.07 )   $ (0.13 )
Basic net income per share from discontinued operations
    0.02        
 
           
 
               
Basic net loss per share
  $ (0.05 )   $ (0.13 )
 
           
 
               
Diluted net loss per share from continuing operations
  $ (0.07 )   $ (0.13 )
Diluted net income per share from discontinued operations
    0.02        
 
           
 
               
Diluted net loss per share (b)
  $ (0.05 )   $ (0.13 )
 
           
 
               
Weighted average shares outstanding
               
Basic and Diluted
    121,279       120,653  
Certain prior year amounts have been reclassified to conform to the current year presentation.
(a) Alliance Consulting has 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. 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 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, dilutive 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.

 


 

Safeguard Scientifics, Inc.
Results of Segment Operations from Continuing Operations

(in thousands)
                 
    Three Months Ended March 31,  
    2006     2005  
    (unaudited)  
 
               
Revenues
               
Acsis
  $      4,401     N/A  
Alliance
    25,212       18,441  
Clarient
    6,750       4,007  
Laureate Pharma
    2,178       2,193  
Mantas
    9,384       6,577  
Pacific Title
    7,559       7,324  
Other Companies
           
 
           
Total Segment Results
  $ 55,484     $      38,542  
 
           
 
               
Operating Income (Loss) from Continuing Operations (a)        
Acsis
  $ (2,244 )   N/A  
Alliance
    (272 )     (919 )
Clarient
    (4,548 )     (4,196 )
Laureate Pharma
    (2,244 )     (2,356 )
Mantas
    1,649       (1,360 )
Pacific Title
    256       943  
Other Companies (c)
           
 
           
Total Segment Results
    (7,403 )     (7,888 )
Other Items (d)
    (5,602 )     (4,654 )
 
           
 
  $ (13,005 )   $ (12,542 )
 
           
 
               
Safeguard Share of Net Income (Loss) from Continuing Operations (b)        
Acsis
  $ (2,129 )   N/A  
Alliance
    (486 )     (1,059 )
Clarient
    (2,701 )     (2,538 )
Laureate Pharma
    (2,330 )     (2,419 )
Mantas
    1,660       (1,368 )
Pacific Title
    271       881  
Other Companies (c)
    1,308       (4,022 )
 
           
Total Segment Results
    (4,407 )     (10,525 )
Other Items (d)
    (4,215 )     (4,823 )
 
           
 
               
Net Loss from Continuing Operations
  $ (8,622 )   $ (15,348 )
 
           
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.