IRVING, Texas, May 17 /PRNewswire-FirstCall/ -- EF Johnson
Technologies, Inc. (Nasdaq: EFJI) today announced its results for
the first quarter ended March 31,
2010.
Our revenues increased $7.3
million, or 33%, to $29.3
million for the three months ended March 31, 2010 from $22.1
million for the same period in 2009. The increase was
attributable to increased State and Local LMR revenues relating to
certain delayed shipments from the fourth quarter of 2009 and
increases associated with government services revenues, partially
offset by lower federal LMR revenues.
Our gross profit increased $3.0
million, or 41%, to $10.4
million in the three months ended March 31, 2010 from $7.4
million for the same period in 2009. Gross profit, as a
percentage of revenues, or gross margin, was 35.5% for the three
months ended March 31, 2010, as
compared to 33.3% for the same period in 2009.
Net income for the first quarter of 2010 was $0.2 million, or $0.01 per share, compared to a net loss of
$1.6 million, or $0.06 loss per share, for the same period in the
prior year. Excluding the $2.8
million received for the escrow fund settlement, the net
loss for the three months ended March 31,
2009, would have been $4.4
million. The improved operating performance relates to
higher revenues, improved margins and lower operating expenses.
Michael E. Jalbert, chairman and
chief executive officer of EF Johnson Technologies, Inc., said, "We
were pleased with our first quarter results which included shipping
orders which were delayed in the fourth quarter plus an
acceleration of orders previously forecasted for the second
quarter; we are therefore anticipating lower second quarter
revenues."
EF Johnson Technologies, Inc. Enters into Agreement to be
Acquired by Francisco Partners
We announced today that we entered into a definitive agreement
for the Company to be acquired by an affiliate of Francisco
Partners, a global technology-focused private equity fund.
Under the terms of the agreement, stockholders would receive
$1.05 per share in cash at closing.
The transaction is subject to normal regulatory approvals, approval
by EF Johnson Technologies' stockholders, and other customary
closing conditions, and is expected to close during the third
quarter of the year.
Amendment to Loan Agreement
We also announced today that we entered into an Amendment with
our lender whereby we agreed to pay down the outstanding principal
balance of the term loan from $15.0 million
to $5.0 million on June 17,
2010. Under the terms of the Amendment, we may
authorize the Lender to apply funds held as Restricted Cash pledged
to the Lender to reduce the outstanding principal balance except
for $0.75 million which will remain
pledged. On June 17, 2010, the amount
contained in the pledged account is expected to be $6.5 million. The parties further amended the
Loan Agreement to increase the revolving line of credit from
$3.75 million to $6.0 million
effective June 17, 2010. All
future advances under the Loan Agreement will continue to be
subject to the Lender's discretion.
About EF Johnson Technologies, Inc.
Headquartered in Irving, Texas,
EF Johnson Technologies, Inc. focuses on innovating, developing and
marketing the highest quality secure communications solutions to
organizations whose mission is to protect and save lives. The
Company's customers include first responders in public safety and
public service, the federal government, and industrial
organizations. The Company's products are marketed under the
EFJohnson, 3e Technologies International, and Transcrypt
International names and are Made in America. For more information,
visit http://www.EFJohnsonTechnologies.com.
Safe Harbor
Certain matters discussed in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to certain risks and uncertainties that
could cause the actual results, performance or achievements to
differ materially from those expressed, suggested or implied by the
forward-looking statements due to a number of risk factors
including, but not limited to, failure to consummate the proposed
merger, our ability to repay our bank debt when due, continued
access to bank lines of credit, the timing and receipt of orders,
the level of demand for the Company's products and services,
dependence on continued funding of governmental agency programs,
reliance on contract manufacturers, the timely procurement of
necessary manufacturing components, software feature development
and the implementation of application software, successful
integration of the system components, general economic and business
conditions, and other risks detailed in the Company's reports filed
with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the period ended December 31, 2009 and in the Company's subsequent
filings with the SEC. These forward-looking statements are made as
of the date of this press release and the Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements.
Additional Information About the Francisco Partners
Transaction
In connection with the proposed transaction, EF Johnson
Technologies will file a proxy statement and relevant documents
concerning the proposed transaction with the Securities and
Exchange Commission (SEC). The definitive proxy materials will
contain important information regarding the merger, including,
among other things, the recommendation of EF Johnson Technologies'
board of directors with respect to the merger. INVESTORS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS THAT EF
JOHNSON TECHNOLOGIES FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND RELATED MATTERS. You will be able to obtain the proxy
statement, as well as other filings containing information about EF
Johnson Technologies, free of charge, at the website maintained by
the SEC at www.sec.gov. Copies of the proxy statement and other
filings made by EF Johnson Technologies with the SEC can also be
obtained, free of charge, by directing a request to EF Johnson
Technologies, Inc., 1440 Corporate Drive, Irving, Texas 75038, Attention: Investor
Relations.
Participants in the Solicitation
The directors and executive officers of EF Johnson Technologies
and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding EF Johnson Technologies' directors and
executive officers is available in its Annual Report on Form 10-K
filed with the SEC on March 31, 2010,
and its Form 10-K/A filed with the SEC on April 30, 2010. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Investors should read the proxy statement carefully when it becomes
available before making any voting or investment decisions.
EF JOHNSON TECHNOLOGIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
March 31, 2010 and December
31, 2009
(in thousands,
except share and per share data)
|
|
ASSETS
|
March
31,
2010
|
|
December
31,
2009
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
13,523
|
|
$
|
16,030
|
|
Restricted
cash
|
|
5,032
|
|
|
5,032
|
|
Accounts
receivable, net of allowance for returns and doubtful accounts of
$1,534 and $1,490, respectively
|
|
25,452
|
|
|
7,477
|
|
Receivables -
other
|
|
613
|
|
|
796
|
|
Cost in excess of
billings on uncompleted contracts
|
|
4,576
|
|
|
5,096
|
|
Inventories,
net
|
|
28,096
|
|
|
31,295
|
|
Prepaid expenses
|
|
1,047
|
|
|
912
|
|
Total current
assets
|
|
78,339
|
|
|
66,638
|
|
Property, plant
and equipment, net
|
|
3,888
|
|
|
4,425
|
|
Goodwill
|
|
5,126
|
|
|
5,126
|
|
Other intangible
assets, net of accumulated amortization
|
|
7,531
|
|
|
7,778
|
|
Other
assets
|
|
178
|
|
|
178
|
|
TOTAL
ASSETS
|
$
|
95,062
|
|
$
|
84,145
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
Current portion of
long-term debt obligations
|
$
|
15,275
|
|
$
|
15,476
|
|
Accounts
payable
|
|
14,596
|
|
|
8,470
|
|
Accrued
expenses
|
|
7,489
|
|
|
7,754
|
|
Billings in excess
of cost on uncompleted contracts
|
|
7,412
|
|
|
3,610
|
|
Deferred
revenues
|
|
1,057
|
|
|
1,118
|
|
Total current
liabilities
|
|
45,829
|
|
|
36,428
|
|
Deferred income
taxes
|
|
631
|
|
|
631
|
|
Other
liabilities
|
|
1,639
|
|
|
715
|
|
TOTAL
LIABILITIES
|
|
48,099
|
|
|
37,774
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
Preferred stock
($0.01 par value; 3,000,000 shares authorized; none
issued)
|
|
—
|
|
|
—
|
|
Common stock
($0.01 par value; 50,000,000 voting shares authorized, 26,486,586
and 26,477,611 issued and outstanding as of March 31, 2010
and December 31, 2009, respectively)
|
|
264
|
|
|
264
|
|
Additional paid-in
capital
|
|
155,998
|
|
|
155,795
|
|
Accumulated other
comprehensive loss
|
|
(271)
|
|
|
(470)
|
|
Accumulated
deficit
|
|
(108,899)
|
|
|
(109,089)
|
|
Treasury stock
(118,989 and 118,989 shares at cost at March 31, 2010 and December
31, 2009)
|
|
(129)
|
|
|
(129)
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
46,963
|
|
|
46,371
|
|
TOTAL LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
$
|
95,062
|
|
$
|
84,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EF JOHNSON
TECHNOLOGIES, INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
Three Months Ended
March 31, 2010 and 2009
|
|
(in thousands,
except share and per share data)
|
|
|
Three Months
Ended
|
|
|
March
31,
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
(as
adjusted)
|
|
Revenues
|
$
|
29,332
|
|
|
$
|
22,081
|
|
Cost of
sales
|
|
18,915
|
|
|
|
14,731
|
|
Gross
profit
|
|
10,417
|
|
|
|
7,350
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Research and
development
|
|
2,365
|
|
|
|
3,331
|
|
Sales and
marketing
|
|
2,095
|
|
|
|
2,476
|
|
General and
administrative
|
|
5,086
|
|
|
|
5,423
|
|
Amortization of
intangibles
|
|
247
|
|
|
|
246
|
|
Escrow fund
settlement
|
|
-
|
|
|
|
(2,804)
|
|
Total operating
expenses
|
|
9,793
|
|
|
|
8,672
|
|
Income (loss) from
operations
|
|
624
|
|
|
|
(1,322)
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
(434)
|
|
|
|
(284)
|
|
Income (loss)
before income taxes
|
|
190
|
|
|
|
(1,606)
|
|
|
|
|
|
|
|
|
|
Income tax
(expense)
|
|
—
|
|
|
|
—
|
|
Net income
(loss)
|
$
|
190
|
|
|
$
|
(1,606)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
per share – Basic
|
$
|
0.01
|
|
|
$
|
(0.06)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
per share – Diluted
|
$
|
0.01
|
|
|
$
|
(0.06)
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares – Basic
|
|
26,485,220
|
|
|
|
26,383,931
|
|
Weighted average
common shares – Diluted
|
|
26,781,866
|
|
|
|
26,383,931
|
|
|
|
|
|
|
|
|
SOURCE EF Johnson Technologies, Inc.