EX-99.1 3 a07-7443_2ex99d1.htm EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact:

Robin J. Lampe, Protection One

Phone: 785.856.9350

 

Investor Contact:

Darius G. Nevin, Protection One

Phone: 785.856.9368

 

PROTECTION ONE ANNOUNCES FOURTH QUARTER AND
FULL YEAR 2006 RESULTS

Company completes eventful year including growth in total RMR, special dividend, merger agreement with IASG

Company to conduct conference call to review results today at 10 a.m. Eastern Time

LAWRENCE, Kan., March 16, 2007 Protection One, Inc. (OTCBB: PONN), one of the leading providers of security monitoring services in the United States, today reported financial results for the fourth quarter and full year ended December 31, 2006.

Richard Ginsburg, Protection One’s President and CEO, commented, “I am pleased to report our first year-over-year increase in total RMR (recurring monthly revenue) in seven years.  We ended the year with $20.0 million of RMR by increasing retail additions by 10.7% while reducing retail cancels by 2.0% on a bigger average RMR base.   I believe we are well positioned to consummate a merger with Integrated Alarm Services Group early in April and to tackle the related challenges of reducing costs, increasing RMR additions, lowering attrition and upgrading critical systems.  We look forward to an exciting year.”

Fourth Quarter 2006 Results

Higher average RMR in the fourth quarter of 2006 allowed the Company to record monitoring and related services revenues of $61.9 million, an increase of nearly 1% from $61.3 million recorded in the fourth quarter of 2005.  Results in the fourth quarter of 2005 were adversely affected by Hurricane Katrina.

- more -




 

Total revenues in the fourth quarter of 2006 were $69.1 million compared to $66.5 million in the fourth quarter of 2005, an increase of 3.9%.   Modestly more sales activity and an increase in amortization of previously deferred revenues contributed to the improvement.

Net loss in the fourth quarter of 2006 was $(4.7) million, or $(0.26) per share, compared to $(2.2) million, or $(0.13) million per share, in the fourth quarter of 2005, in part due to an increase in net interest expense of $1.8 million and an increase in tax expense of $0.4 million.

The weighted average number of outstanding shares was 18,239,953 in the fourth quarter of 2006, compared to 18,198,571 in the fourth quarter of 2005.

Fiscal Year 2006 Results

Monitoring and related services revenues were $247.4 million for the year ended December 31, 2006, $26.5 million in the 39-day period commencing January 1, 2005, and ending with and including February 8, 2005 (the “pre-push down period”), and $219.5 million in the 326-day period beginning after that date and ending on December 31, 2005, utilizing the new basis of accounting (the “post-push down period”).  [See “Push-Down Accounting in 2005” below for an explanation of why the Company adopted push-down accounting in 2005 and a description of the impact of push-down accounting on the Company’s financial statements.]

Total revenues were $270.6 million in 2006 and, in the pre- and post-push down periods of 2005 were $28.5 million and $234.5 million, respectively.

Net loss was $(17.4) million, or $(0.95) per share, in fiscal 2006.  In the pre- and post-push down periods in 2005, the net loss was $(11.4) million, or $(5.80) per share, and $(15.6) million, or $(0.86) per share, respectively.

The weighted average number of outstanding shares was 18,233,221 in 2006, 18,198,571 in the post-push down period and 1,965,654 in the pre-push down period.

Recurring Monthly Revenue

As of December 31, 2006, recurring monthly revenue (RMR) was $20.0 million compared to $19.9 million as of December 31, 2005.  This RMR growth arises from increasing internally generated




 

retail RMR additions while maintaining and even reducing retail RMR cancellations through a heightened focus on customer care.  In the fourth quarter of 2006, the Company’s Protection One Monitoring reporting unit added approximately $0.5 million of retail RMR through internal sales efforts, 9.2% more than it added in the fourth quarter of 2005.  In fiscal 2006, the Protection One Monitoring reporting unit added approximately $2.1 million of retail RMR through internal sales efforts, 10.7% more than it added in 2005.  See “Non-GAAP Reconciliations” below for a reconciliation of RMR to reported revenue.

Customer Attrition

Excluding the benefit of move-in accounts (new residents in locations with pre-existing Company alarm systems), the customer attrition rate on a trailing 12 months basis ending December 31 for the Protection One Monitoring reporting unit (excluding wholesale accounts and losses from Hurricane Katrina) decreased to 12.3% in 2006 from 12.8% in 2005.  Attrition results in 2006 have benefited from fewer cancellations from moves as the housing market has slowed.  Attrition in 2005 was affected by a higher level of cancellations in the Company’s southeast region, some of which may be attributable to the residual effects throughout the region of heightened tropical storm activity.

Including the benefit of move-in accounts, the customer attrition rate on a trailing 12 months basis ending December 31 for the Protection One Monitoring reporting unit (excluding wholesale accounts and losses from Hurricane Katrina) decreased to 10.1% in 2006 from 10.3% in 2005.

The Company’s Network Multifamily reporting unit reported higher attrition in 2006.  The customer attrition rate on a trailing 12 months basis ending December 31 for Network Multifamily (excluding losses from Hurricane Katrina) increased to 11.9% in 2006 from 5.9% in 2005.  More contracts reached end of term in 2006 than in 2005 and Network Multifamily’s 2006 results include an adjustment for accounts believed to be at-risk of canceling.  Prior period results did not include such an adjustment.

Adjusted EBITDA

For the fourth quarter 2006, the Company achieved adjusted earnings before interest, taxes, depreciation, amortization and other items (“Adjusted EBITDA”) of $21.0 million, up slightly from $20.8




 

million in the same period the prior year, primarily due to growth in monitoring and service revenues in the fourth quarter of 2006 compared to the fourth quarter of 2005.

In 2006, adjusted EBITDA was $84.2 million and, in the pre- and post-push down periods in 2005 was $9.0 million and $75.9 million, respectively.  See “Non-GAAP Reconciliations” below for a reconciliation of Adjusted EBITDA to reported net loss and a discussion of certain uses and limitations related to Adjusted EBITDA.

Balance Sheet

Excluding debt discounts and premiums, the Company’s total debt outstanding, as of December 31, 2006, was $410.8 million, compared to $344.2 million as of December 31, 2005, reflecting the additional financing obtained through the senior secured credit facility for the purpose of paying a special cash distribution in May 2006.  The Company had $297.8 million outstanding under its senior secured credit facility as of December 31, 2006.

The Company’s cash and equivalents as of December 31, 2006, were $24.6 million compared to $19.9 million at December 31, 2005.

Push-Down Accounting in 2005

As previously reported, on February 8, 2005, the Company consummated a debt-for-equity exchange with affiliates of Quadrangle Group LLC that resulted in Quadrangle reducing the aggregate principal amount outstanding under the Company’s credit facility with Quadrangle by $120 million, in exchange for 16 million shares of the Company’s common stock. The issuance of the new shares, together with shares already owned by Quadrangle, resulted in Quadrangle owning approximately 97.3% of the Company’s common stock.

As a result of Quadrangle’s increased ownership interest from the February 8, 2005, debt-for-equity exchange, the Company has ‘‘pushed down’’ Quadrangle’s basis to a proportionate amount of its underlying assets and liabilities acquired, based on the estimated fair market values of the assets and liabilities. It is important to note that the “push-down” accounting adjustments did not impact cash flows.




 

Some results in 2006 may not be comparable to results achieved in 2005 due to the impact of the changes resulting from the push-down accounting adjustments described above.  Therefore, the income statement presentation of the Company’s results for the 12 months ended December 31, 2005, accompanying this release and to be included in the Company’s Form 10-K for the annual period ended December 31, 2006, (and in subsequent filings) separates the Company’s 2005 results into two periods:  (1) the 39-day period commencing January 1, 2005, and ending with and including the February 8, 2005, consummation of the debt-for-equity exchange, and (2) the 326-day period beginning after that date and ending on December 31, 2005, utilizing the new basis of accounting.

Non-GAAP Reconciliations

Adjusted EBITDA

The Company’s management uses adjusted EBITDA  in evaluating operating performance and allocating resources, and management believes it is used by many analysts who follow the security industry.  Management also believes that presentation of Adjusted EBITDA with standard GAAP financial measures is useful because such measures collectively allow investors and management to evaluate and compare the Company’s operating results from period to period in a meaningful manner.  Adjusted EBITDA should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States of America, such as income (loss) before income taxes or cash flow from operations.  Items excluded from Adjusted EBITDA are significant components in understanding and assessing the consolidated financial performance of the Company. For example, Adjusted EBITDA does not reflect historical or future interest expense; principal payments; changes in working capital needs; cash requirements for acquiring new customers, replacing certain assets that are being depreciated or amortized, or other capital expenditures; or certain event-related expenses such as change in control, debt restructuring, consolidation, employee retention or sale-related expenses.  Accordingly, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.  The Company’s calculation of Adjusted EBITDA may be different from the calculation




 

used by other companies and comparability may be limited.  See the table below for the reconciliation of Adjusted EBITDA to consolidated loss before income taxes.

 

Consolidated

 

 

 

(dollar amounts in thousands)

 

 

 

2006

 

2005

 

 

 

January 1
through
December 31

 

February 9
through
December 31

 

January 1
through
February 8

 

Loss before income taxes

 

$

(16,738

)

$

(15,276

)

$

(11,370

)

Plus:

 

 

 

 

 

 

 

Interest expense, net

 

35,900

 

30,634

 

4,544

 

Amortization of intangibles and depreciation expense

 

41,667

 

43,742

 

6,638

 

Amortization of deferred costs in excess of amortization of deferred revenues

 

17,573

 

8,489

 

2,837

 

Amortization of stock-based compensation

 

1,408

 

 

 

Recapitalization costs (a)

 

4,452

 

 

 

Reorganization costs (b)

 

 

 

6,374

 

Corporate consolidation costs (c)

 

20

 

2,339

 

 

Loss on retirement of debt

 

 

6,657

 

 

Less:

 

 

 

 

 

 

 

Other expense (income)

 

(52

)

(688

)

(15

)

Adjusted EBITDA

 

$

84,230

 

$

75,897

 

$

9,008

 

 


(a)       Recapitalization costs include $1.2 million of expense to third parties related to the amendment to the bank credit facility and $3.3 million related to the make-whole payment to option holders.

(b)       Reorganization costs for 2005 include fees paid upon completion of the restructuring transactions, key employee retention plan payments and legal fees.

(c)       Corporate consolidation costs relate to the consolidation of management and other corporate functions of our Network Multifamily segment and include severance payments and accrued expenses relating to retention agreements.

 




 

 

Consolidated

 

 

 

Three Months Ended
December 31,

 

 

 

2006

 

2005

 

 

 

(dollar amounts in thousands)

 

Loss before income taxes

 

$

(4,264

)

$

(2,247

)

Plus:

 

 

 

 

 

Interest expense

 

9,550

 

7,771

 

Amortization of intangibles and depreciation expense

 

10,141

 

11,893

 

Amortization of deferred costs in excess of amortization of deferred revenues

 

5,295

 

3,029

 

Amortization of stock-based compensation

 

263

 

 

Change in control and debt restructuring costs

 

 

 

Corporate consolidation costs

 

 

460

 

Less:

 

 

 

 

 

Loss on retirement of debt

 

 

 

Other (income) expense

 

(27

)

(60

)

Adjusted EBITDA

 

$

20,958

 

$

20,846

 

 

Recurring Monthly Revenue

The Company believes the presentation of recurring monthly revenue is useful to investors because the measure is often used by investors and lenders to evaluate companies such as Protection One with recurring revenue streams.  Management monitors recurring monthly revenue, among other things, to evaluate the Company’s ongoing performance.

The table below reconciles recurring monthly revenue to revenues reflected on the consolidated statements of operations (information for the period January 1, 2005 through February 8, 2005 was not considered to be material in a comparison of RMR as of fiscal year end and therefore has not been presented).

 




 

 

Year ended
December 31,

 

February 9,
through
December 31,

 

 

 

2006

 

2005

 

 

 

(dollar amounts in millions)

 

Recurring Monthly Revenue at December 31

 

$

20.0

 

$

19.9

 

Amounts excluded from RMR:

 

 

 

 

 

Amortization of deferred revenue

 

0.8

 

0.5

 

Other revenues (a)

 

1.9

 

1.9

 

Revenues (GAAP basis):

 

 

 

 

 

December

 

22.7

 

22.3

 

January – November, 2006

 

247.9

 

 

February 9 – November 30, 2005

 

 

212.2

 

Total period revenue

 

$

270.6

 

$

234.5

 


(a) Revenues not pursuant to monthly contractual billings.

Conference Call and Webcast

Protection One will host a conference call and audio webcast today at 10 a.m. Eastern Time to review these results. The call may be accessed by dialing (800) 811-8824 (inside the United States and Canada) or via a webcast at www.ProtectionOne.com. The reference code associated with the call is 6050496.

A webcast replay will be available shortly after the call at www.ProtectionOne.com. A telephonic replay of the call also will be available until March 30, 2007. To listen to the telephonic replay, dial (719) 457-0820 or (888) 203-1112 and enter the following passcode: 6050496.

Protection One, Inc. is one of the largest providers of security monitoring services in the United States.  Including its Network Multifamily subsidiary, a leading security provider to the multifamily housing market, Protection One provides monitoring and related security services to approximately one million residential and commercial customers.  For more information about Protection One, visit http://www.ProtectionOne.com.

Forward-Looking Statements

Certain statements in this document may contain forward-looking information regarding Protection One and IASG and the combined company after the completion of the transaction that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified as such because the context of the statement includes words such as “believe,” “expect,” “anticipate,” “will,” “should” or other words of similar import. These statements also include, but are not limited to, the companies’ plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Protection One and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of IASG’s stockholders to approve the transaction; the risk that the businesses of Protection One and IASG will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take




 

longer to realize than expected; disruption from the transaction, making it more difficult to maintain relationships with customers, management, employees or suppliers; costs and availability of alarm equipment; competition and its effect on pricing, spending, third-party relationships and revenues; social and political conditions such as war, political unrest or terrorism; general economic conditions and normal business uncertainty.

Additional risks and factors are identified in Protection One’s filings with the Securities and Exchange Commission (“SEC”), including Protection One’s Annual Report on Form 10-K for the year ended December 31, 2006, which we expect will be filed with the SEC on or before April 2, 2007. Protection One undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this press release.

Additional Information about the Merger

A Registration Statement on Form S-4, containing a proxy statement/prospectus relating to the proposed merger of Protection One and IASG, was declared effective by the Securities and Exchange Commission on February 13, 2007. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Protection One and IASG, without charge, at the SEC’s Web site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a written request to Protection One, Inc., Attention: Corporate Secretary, 1035 N 3rd Street, Suite 101, Lawrence, KS 66044, or calling (785) 856-9368.

Protection One, IASG and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from IASG stockholders in respect of the proposed transaction. Information regarding Protection One’s directors and executive officers is available in Protection One’s information statement for its 2006 annual meeting of stockholders, as filed with the SEC on April 28, 2006, and in the proxy statement/prospectus referred to above.

###




Protection One and Subsidiaries

Summary Income Statement

Unaudited

(Amounts in thousands, except per share amounts)

 

 

2006

 

2005

 

 

 

January 1 -

 

February 9 -

 

January 1 -

 

 

 

December 31

 

December 31

 

February 8

 

Revenues:

 

 

 

 

 

 

 

Monitoring & related services

 

$

247,370

 

$

219,475

 

$

26,455

 

Other

 

23,182

 

15,006

 

2,088

 

Total revenue

 

270,552

 

234,481

 

28,543

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

Monitoring & related services

 

71,823

 

62,243

 

7,400

 

Other

 

29,564

 

18,816

 

3,314

 

Total cost of revenues

 

101,387

 

81,059

 

10,714

 

 

 

 

 

 

 

 

 

Selling expenses

 

41,003

 

28,856

 

3,989

 

General & administrative

 

62,913

 

57,158

 

8,104

 

Recapitalization costs

 

4,452

 

 

 

Change in control and debt restructuring costs

 

 

 

5,939

 

Corporate consolidation costs

 

20

 

2,339

 

 

Amortization of intangibles and depreciation expense

 

41,667

 

43,742

 

6,638

 

Total operating expenses

 

150,055

 

132,095

 

24,670

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

19,110

 

21,327

 

(6,841

)

 

 

 

 

 

 

 

 

Other income/(expense)

 

 

 

 

 

 

 

Interest expense, net

 

(35,900

)

(30,634

)

(4,544

)

Loss on retirement of debt

 

 

(6,657

)

 

Other

 

52

 

688

 

15

 

Loss before income taxes & extraordinary item

 

(16,738

)

(15,276

)

(11,370

)

Income tax expense

 

(667

)

(312

)

(35

)

 

 

 

 

 

 

 

 

Net loss

 

$

(17,405

)

$

(15,588

)

$

(11,405

)

 

 

 

 

 

 

 

 

Net loss per common share (a)

 

$

(0.95

)

$

(0.86

)

$

(5.80

)

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (a)

 

18,233

 

18,199

 

1,966

 

 


(a) - gives effect to the one-for-fifty-shares reverse stock split on February 8, 2005.




Protection One and Subsidiaries

Summary Income Statement

Unaudited

(Amounts in thousands, except per share and subscriber amounts)

 

 

Quarter Ended December 31,

 

 

 

2006

 

2005

 

Revenues:

 

 

 

 

 

Monitoring & related services

 

$

61,899

 

$

61,332

 

Other

 

7,207

 

5,174

 

Total revenue

 

69,106

 

66,506

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

Monitoring & related services

 

18,648

 

17,742

 

Other

 

8,776

 

6,107

 

Total cost of revenues

 

27,424

 

23,849

 

 

 

 

 

 

 

Selling expenses

 

10,946

 

9,205

 

General & administrative

 

15,336

 

15,622

 

Change in control and debt restructuring costs

 

 

 

Corporate consolidation costs

 

 

473

 

Amortization of intangibles and depreciation expense

 

10,141

 

11,893

 

Total operating expenses

 

36,423

 

37,193

 

 

 

 

 

 

 

Operating income

 

5,259

 

5,464

 

 

 

 

 

 

 

Other income/(expense)

 

 

 

 

 

Interest expense, net

 

(9,550

)

(7,771

)

Other

 

27

 

60

 

Loss before income taxes & extraordinary item

 

(4,264

)

(2,247

)

Income tax (expense) benefit

 

(431

)

4

 

 

 

 

 

 

 

Net loss

 

$

(4,695

)

$

(2,243

)

 

 

 

 

 

 

Net loss per common share

 

$

(0.26

)

$

(0.13

)

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

End of period subscribers

 

994,012

 

1,012,797

 

Weighted average common shares outstanding (a)

 

18,240

 

18,199

 

 




Protection One and Subsidiaries

Summary Balance Sheet and Cash Flow Data

Unaudited

(Dollars in Thousands)

Balance Sheet Data:

 

 

 

December 31,

 

December 31,

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

Current assets

 

$

64,647

 

$

60,586

 

Restricted cash

 

1,900

 

1,597

 

Property and equipment, net

 

22,430

 

21,553

 

Customer accounts, net

 

200,371

 

232,875

 

Goodwill

 

12,160

 

12,160

 

Trade name

 

25,812

 

25,812

 

Deferred customer acquisition costs

 

105,954

 

73,198

 

Other assets

 

10,679

 

8,521

 

 

 

$

443,953

 

$

436,302

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

$

69,637

 

$

65,653

 

Long term debt, net of current portion

 

391,991

 

321,293

 

Deferred customer acquisition revenue

 

60,781

 

39,873

 

Deferred tax liability

 

251

 

 

Other liabilities

 

1,236

 

1,416

 

Total liabilities

 

523,896

 

428,235

 

 

 

 

 

 

 

Stockholders’ equity (deficiency in assets)

 

(79,943

)

8,067

 

 

 

$

443,953

 

$

436,302

 

 

 

 

2006

 

2005

 

 

 

January 1 -

 

February 9 -

 

January 1 -

 

 

 

December 31

 

December 31

 

February 8

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

49,527

 

$

40,413

 

$

3,710

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(36,687

)

$

(24,151

)

$

(2,473

)

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

$

(8,133

)

$

(50,134

)

$