Harbor Acquisition Corporation and Elmet Technologies, Inc. Announce Elmet's 2006 Results
24 Abril 2007 - 5:15PM
Business Wire
Harbor Acquisition Corporation (AMEX: HAC, HAC.U, HAC.WS) and Elmet
Technologies, Inc. (�Elmet�), announced the financial results for
Elmet�s year ended December 31, 2006. Elmet is a privately-held,
fully-integrated manufacturer of custom designed and engineered
advanced enabling materials (�AEM�) products that are manufactured
primarily with molybdenum and tungsten. On October 17, 2006, Harbor
and Elmet announced they signed a definitive agreement for Harbor
to acquire Elmet. Following consummation of the acquisition,
Elmet�s current management team, led by John S. Jensen, CEO, will
continue to lead the organization and the combined company will
change its name to Elmet Technologies Corporation. �Elmet continues
to execute on its strategic plan,� commented Mr. Jensen, CEO of
Elmet. �Since 2004, we have made significant investments to
manufacture, market and sell higher margin AEM products. Our
strategy of focusing on refractory metals, specifically molybdenum
and tungsten, which are mission-critical components in our
customers� products, have been successful. Despite a reduction in
revenues as we shifted our sales focus, we improved gross margins,
which represented 33.8% of total sales for 2006 as compared to
30.3% in 2005. This increase reflects our shift to a higher-margin
product mix, as well as our cost reduction efforts. We have made a
conscious decision to invest resources in the portion of our AEM
business where we see the strongest growth opportunities, such as
the manufacturing of critical components for the healthcare and
semiconductor markets.� 2006 Results For the twelve months ended
December 31, 2006, total sales were approximately $55.1 million, a
decrease of approximately 8.1% compared to $59.9 million for the
full year of 2005. Sales in the manufactured products segment,
which includes AEM and lighting products, were $46.3 million in
2006, a decrease of 5.0% compared to $48.7 million in 2005. This
was primarily due to a decline in sales of products used in the
lighting industry, as well as a customer delay in the production of
healthcare products that incorporate Elmet�s AEM products, which
Elmet expects will begin to ship during 2007. Sales in the
purchased products segment decreased to $8.8 million in 2006 from
$11.2 million in 2005 as a customer ceased manufacturing its own
products and sourced them overseas. Gross profit for 2006 was $18.6
million, a 2.4% increase over $18.2 million for 2005. Gross margins
for 2006 increased to 33.8% of sales from 30.3% of sales in 2005.
This increase is primarily attributable to a favorable mix shift to
AEM products with higher margins and improved cost controls in its
manufacturing facility. Total selling, general, and administrative
expense for 2006 was $6.3 million, or 11.4% of sales, compared to
$4.4 million, or 7.4% of sales, for 2005. This increase in costs
reflects transaction expenses related to Elmet�s transaction with
Harbor, the installation of a new enterprise software system and
related consulting costs. Income from operations for 2006 was $12.3
million, a 7.3% increase from $11.5 million for 2005. Net income
for 2006 was $5.3 million as compared to $2.3 million in 2005. This
increase was primarily a result of the improvements in gross
profits, a reduced effective tax rate and decreased non-cash
expense for common share warrants. Elmet�s adjusted earnings before
interest, taxes, depreciation and amortization (�EBITDA�), which is
a non-GAAP measure, for the twelve months ended December 31, 2006,
excluding non-recurring expenses related to the proposed
transaction with Harbor and expenses related to the installation of
a new enterprise software system of $1.9 million, was approximately
$17.1 million, or 31.0% of sales. This represented an increase of
6% over Elmet�s adjusted EBITDA of $16.1 million, or 26.9% of
sales, in 2005. The increase in the EBITDA margin was primarily
attributable to a favorable mix shift to higher margin AEM products
and improved cost controls in Elmet�s manufacturing facility. The
table below reconciles Elmet's adjusted EBITDA (as described in the
preceding paragraph) to Elmet's net income (loss) from continuing
operations for the years ended December�31, 2005 and 2006. (in
thousands) � Year EndedDecember 31,2005 Year Ended December 31,
2006 � Net income (loss) $ 2,258� $ 5,296� Interest expense 2,231�
2,755� Depreciation and amortization 2,358� 2,827� Provision for
income taxes 4,623� 3,870� Equipment write-off(1) 382� 63�
Transaction related expenses and systems implementation costs(2)
170� 1,955� Loss on early extinguishment of debt 1,866� �� Change
in value of stock purchase warrants 2,251� 334� Purchase accounting
adjustment �� �� � Adjusted EBITDA $ 16,139� $ 17,100� 1.� Includes
a write-off of spare parts inventory and engineering expense
relating to several pieces of equipment that never functioned
properly. 2.� Includes (i) professional service fees and expenses
associated with the redemption in January 2005 of equity formerly
held by certain investors, the recapitalization in September 2005
of Elmet's remaining equity, and for 2006 the transactions
described in this proxy statement, and (ii) in 2006, implementation
expenses paid to information technology consultants and temporary
employees for developing and implementing Elmet's enterprise
software system. About Elmet Technologies, Inc. Originally founded
in 1929, Elmet was founded in late 2003 and became an independent
company in early 2004 when its current CEO Jack Jensen led the
management buyout of Elmet from its former parent, Philips
Electronics North America Corporation. Under Jensen and his
management team, Elmet has enjoyed growth by providing innovative
refractory metal solutions to OEMs serving such industries as data
storage, semiconductor, medical, electronics and lighting. Elmet
now employs approximately 240 personnel, including highly-skilled
sales, design, engineering, and production professionals at its
Lewiston, Maine headquarters. Elmet�s products are typically
custom-engineered components used in products such as medical
imaging devices, silicon wafer chip manufacturing equipment, and
specialty commercial and residential lighting applications. About
Harbor Acquisition Corporation Based in Boston, Harbor is a
publicly traded, special purpose acquisition corporation (�SPAC�)
formed to acquire a company in the industrial or consumer products
sectors. The contemplated transaction is subject to shareholder
approval, along with certain regulatory approvals including the
filing of a proxy statement with the Securities and Exchange
Commission. Upon completion of the transaction, Harbor intends to
change its corporate name to Elmet Technologies Corporation.
Forward Looking Statements This press release includes
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the �Securities Act�), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
�Exchange Act�). These forward-looking statements are based on
current expectations and projections about future events and no
party assumes an obligation to update any such forward-looking
statements. These forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions about Harbor and
Elmet that may cause actual results to be materially different from
any future results expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as �may,� �should,� �could,�
�would,� �expect,� �plan,� �anticipate,� �believe,� �estimate,�
�continue,� or the negative of such terms or other similar
expressions. Factors that might cause our future results to differ
from those statements include, but are not limited to, the failure
of Harbor�s stockholders to approve the acquisition and the
transactions contemplated thereby; the number and percentage of
Harbor�s stockholders voting against the acquisition and electing
to exercise their redemption rights; changing interpretations of
generally accepted accounting principles; costs associated with
continued compliance with government regulations; legislation or
regulatory environments, requirements or changes adversely
affecting the businesses in which Elmet is engaged; the continued
ability of Elmet to successfully execute its business plan
involving the proper management of its human resources and assets;
demand for the products and services that Elmet provides; continued
availability of, and changes in pricing for, raw materials used by
Elmet; general economic conditions; geopolitical events and
regulatory changes; as well as other relevant risks detailed in
Harbor�s filings with the Securities and Exchange Commission.
Additional Information This communication is being made in respect
of the proposed transaction involving Elmet, its stockholders and
Harbor. In connection with the proposed transaction, Harbor will
file with the Securities and Exchange Commission a definitive proxy
statement on Schedule 14A for the stockholders of Harbor describing
the proposed transaction. Harbor will be filing other documents
with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS, INVESTORS ARE ADVISED TO READ, WHEN AVAILABLE, HARBOR�S
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT WILL
CONTAIN IMPORTANT INFORMATION. The definitive proxy statement will
be mailed to stockholders as of a record date to be established for
voting on the proposed transaction. Stockholders will also be able
to obtain a copy of the definitive proxy statement and other
documents related to the transaction that are filed with the SEC,
without charge, once available, at the SEC�s Internet site
(http://www.sec.gov) or by directing a request to Harbor
Acquisition Corporation at One Boston Place, Suite 3630, Boston ,
Massachusetts 02108. As a result of the review by the SEC of the
proxy statement, Harbor may be required to make changes to its
description of the acquired business or other financial or
statistical information contained in the preliminary proxy
statement previously filed by Harbor with the SEC. Harbor and its
directors and officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction with Elmet and its
stockholders. Information regarding Harbor�s directors and
executive officers is set forth in Harbor�s final prospectus dated
April 27, 2006, and the definitive proxy statement relating to the
proposed transaction with Elmet and its stockholders when it
becomes available. Harbor�s final prospectus also contains a
description of the security holdings of the Harbor officers and
directors and of Ferris Baker Watts, the managing underwriter of
Harbor�s initial public offering consummated on May 1, 2006, and
their respective interests in the successful consummation of this
business combination.
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