Attached files
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| EX-99.2 - EXHIBIT 99.2 - MULTIBAND CORP | v340145_ex99-2.htm |
| 8-K - FORM 8-K - MULTIBAND CORP | v340145_8k.htm |
Multiband Announces Fourth Quarter and Full Year 2012 Results
Record 2012 full year revenues of $305.6 million
Q4 of 2012 generated an operating profit of $2.8 million; net income was $2.6 million
Adjusted EBITDA for 4Q of 2012 was $4.8 million
Adjusted EBITDA for 2012 was $18.0 million
Net Income was $0.10 per basic and fully diluted share
April 1, 2013 MINNEAPOLIS —(Business Wire)— Multiband Corporation, (NASDAQ:MBND), a leading Home Service Provider (HSP) for DIRECTV and the nation's largest DIRECTV Master System Operator (MSO) for Multiple Dwelling Units (MDU’s), today announced financial results for the fourth quarter and year ended December 31, 2012.
Fourth Quarter and Full Year 2012 Highlights
| · | Full year 2012 revenues increased by 1.8% to $305.6 million in spite of a $20.5 million reduction in HSP revenue from DIRECTV. All other revenue streams showed substantial growth from 2011 to 2012. |
| · | Q4 2012 Adjusted EBITDA was $4.8 million. |
| · | Full Year 2012 Adjusted EBITDA was $18.0 million. |
| · | Net income attributable to common stockholders was $2.6 million for the year ($0.10 per basic and fully diluted share) |
James L. Mandel, CEO of Multiband, commented, “Throughout 2012, we continued to execute our diversification initiatives designed to expand our platform and footprint, and while the replacement revenues have not been as profitable as that from our traditional businesses, we made significant headway in leveraging our overall operations. The acquisitions we made and integrated in 2011 and 2012 should improve in profitability in 2013 as a result of the expected elimination of operating losses in the cable fulfillment business as well as improved operations in the EE&C segment as demand for products and services provided in this sector increases and we increase our sales activities and footprint. We are confident that these new sources of revenue will contribute to top and bottom line results in 2013 along with our organic sources of revenue and profitability. DIRECTV has given us visibility into our HSP workflow for 2013 and that will continue to provide us with a stable level of significant revenue and EBITDA.”
Other Highlights
| · | Subsequent to the end of the year, Multiband announced that it had executed a $30.0 million financing agreement with Fifth Third Bank and reached an agreement in principal with MDU Communications International, Inc. (MDUC) to revise certain terms of the definitive agreement covering Multiband's acquisition of MDUC. |
Conference Call Information
A conference call and live webcast will take place April 1, 2013 at 4:30 p.m. Eastern Time. Anyone interested in participating should call 1-877-941-8416 if calling within the United States or 1-480-629-9808 if calling internationally. There will be a playback available until April 8, 2013. To listen to the playback, please call 1-877-870-5176 if calling within the United States or 1-858-384-5517 if calling internationally. Please use pin number 4610277 for the replay.
The call will also be accompanied live by webcast over the Internet and accessible at http://public.viavid.com/index.php?id=104019.
About Multiband Corporation
Multiband Corporation (Nasdaq: MBND) engages with a vast and growing array of technologies including renewable energy, wireless infrastructure, electrical power systems, digital signage, commercial audio/video solutions, hospitality IPTV and VOD systems. Multiband completes nearly 20% of all DIRECTV’s installations, maintenance and upgrades for residents of single-family homes. Multiband also supplies broadband cable and satellite internet solutions for homes and businesses across the nation. As the largest nationwide DIRECTV master system operator in the Multiple Dwelling Unit (MDU) market and one of the largest full-service home service providers (HSPs), Multiband is a driven leader in a competitive industry. Additionally, Multiband is a leading provider of software and integrated billing services to MDUs on a single bill, including video, voice, data and other value-added local services, both directly and through strategic partnerships. Multiband focuses on providing world-class customer service and the highest level of performance for all partners and customers, from multinational corporations to individual families. Multiband is headquartered in Minneapolis, Minn., and has offices strategically placed around the continental United States.
Statements about our future expectations are "forward-looking statements" within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. When used herein, the words "may," "will," "should," "anticipate," "believe," "appear," "intend," "plan," "expect," "estimate," "approximate," and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth in our most recent Annual Report on Form 10-K for the year ended December 31, 2011, and other filings with the SEC, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. We undertake no obligation to update publicly any forward-looking statement.
Company Contact
Contact: James Mandel, CEO for Multiband Corporation at (763)504-3000
Investor Contact
Brett Maas, Hayden IR, (646) 536-7331 or brett@haydenir.com
NON-GAAP Financial Measures
To comply with Regulation G promulgated pursuant to the Sarbanes-Oxley
Act, Multiband has attached to this news release, and will post to the company's investor relations website (www.multibandusa.com),
a reconciliation of differences between GAAP and non-GAAP financial information that may be required in connection with issuing
the it's quarterly financial results.
Multiband, as is common in its industry, uses Adjusted EBITDA as a measure of performance to demonstrate earnings exclusive of interest and non-cash events. Multiband manages its business based on its cash flows. Multiband, in its daily management of its business affairs and analysis of its monthly, quarterly and annual performance, makes its decisions based on cash flows, not on the amortization of assets obtained through historical activities. Multiband, in managing its current and future affairs, cannot affect the amortization of the intangible assets to any material degree, and therefore uses Adjusted EBITDA as its primary management guide. Since an outside investor may base its evaluation of Multiband's performance based on the net income of loss and not its cash flows, there is a limitation to the Adjusted EBITDA measurement. Adjusted EBITDA is not, and should not be considered, an alternative to net income or loss, income or loss from operations, or any other measure for determining operating performance of liquidity, as determined under accounting principals generally accepted in the United States (GAAP). The most directly comparable GAAP reference in Multiband's case is the removal of interest, depreciation, amortization, taxes and other non-cash expense.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and is intended to enjoy the protection of that Act. These forward-looking statements reflect the Company’s expectations or beliefs concerning future events. The Company cautions that these and similar statements involve risk and uncertainties which could cause actual results to differ materially from our expectation, including, but not limted to, changes in economic and market conditions, management of rowth, timing and magnitude of future contracts, fluctuations in margins, the introduction of new products and technology, the impact of adverse weather conditions and other risks noted in the Company’s SEC filings, including its Annual Report on Form 10-K for its 2010 fiscal year. Forward-looking statements are made in the context of information available as of the date stated. The company undertakes no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
Multiband Corporation and Subsidiaries
Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)
(in thousands)
(Unaudited)
EBITDA Computation (2012, 4Q12) (in thousands)
| 2012 | 4Q12 | |||||||
| Net Income (Quarter) | $ | 2,606 | $ | 2,485 | ||||
| Non Operating | ||||||||
| Gains/Losses | 2,610 | 719 | ||||||
| Adjusted Net Income | $ | 5,216 | $ | 3,204 | ||||
| Interest Expense | 3,701 | 927 | ||||||
| Depreciation & Amortization | 7,568 | 2,291 | ||||||
| Taxes | (3,887 | ) | (4,072 | ) | ||||
| EBITDA before infrequent items | 12,598 | 2,350 | ||||||
| Cable losses | 3,186 | 1,453 | ||||||
| Engineering & Wireless losses | 1,451 | 485 | ||||||
| Other – (Net of excess healthcare costs and reduction in legal contingency reserves) | 739 | 481 | ||||||
| Adjusted EBITDA | $ | 17,974 | $ | 4,769 | ||||
MULTIBAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
| 2012 | 2011 | 2010 | ||||||||||
| REVENUES | $ | 305,624 | $ | 300,186 | $ | 265,594 | ||||||
| COSTS AND EXPENSES | ||||||||||||
| Cost of products and services (exclusive of depreciation and amortization shown separately below) | 224,962 | 214,559 | 186,294 | |||||||||
| Selling, general and administrative | 70,306 | 63,939 | 57,173 | |||||||||
| Depreciation and amortization | 6,968 | 6,757 | 8,298 | |||||||||
| Impairment of assets | 600 | 246 | 160 | |||||||||
| Total costs and expenses | 302,836 | 285,501 | 251,925 | |||||||||
| INCOME FROM OPERATIONS | 2,788 | 14,685 | 13,669 | |||||||||
| OTHER EXPENSE | ||||||||||||
| Interest expense | (3,701 | ) | (3,838 | ) | (4,202 | ) | ||||||
| Interest income | 32 | 35 | 8 | |||||||||
| Proceeds from life insurance | — | 409 | — | |||||||||
| Gain on bargain purchase | 177 | 166 | — | |||||||||
| Losses attributable to available-for-sale securities | (652 | ) | (1,078 | ) | — | |||||||
| Other income | 75 | 276 | 103 | |||||||||
| Total other expense | (4,069 | ) | (4,030 | ) | (4,091 | ) | ||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (1,281 | ) | 10,655 | 9,578 | ||||||||
| PROVISION FOR (BENEFIT FROM) INCOME TAXES | (3,887 | ) | 3,611 | (5,116 | ) | |||||||
| NET INCOME | 2,606 | 7,044 | 14,694 | |||||||||
| Preferred stock dividends | 370 | 787 | 1,488 | |||||||||
| INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 2,236 | $ | 6,257 | $ | 13,206 | ||||||
| INCOME PER COMMON SHARE – BASIC | $ | 0.10 | $ | 0.37 | $ | 1.32 | ||||||
| INCOME PER COMMON SHARE – DILUTED | $ | 0.10 | $ | 0.32 | $ | 0.91 | ||||||
| Weighted average common shares outstanding – basic | 21,718,155 | 16,975,753 | 10,016,717 | |||||||||
| Weighted average common shares outstanding – diluted | 22,494,132 | 20,626,529 | 15,617,353 | |||||||||
MULTIBAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(in thousands)
| 2012 | 2011 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 18,056 | $ | 18,169 | ||||
| Available-for-sale securities | — | 1,191 | ||||||
| Accounts receivable, net | 20,312 | 28,359 | ||||||
| Inventories | 11,444 | 14,276 | ||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | 1,540 | 998 | ||||||
| Prepaid expenses and other | 1,181 | 1,361 | ||||||
| Income tax receivable | 621 | 42 | ||||||
| Deferred tax assets | 6,691 | 6,862 | ||||||
| Total Current Assets | 59,845 | 71,258 | ||||||
| PROPERTY AND EQUIPMENT, NET | 12,273 | 6,304 | ||||||
| OTHER ASSETS | ||||||||
| Goodwill | 37,796 | 37,796 | ||||||
| Intangible assets, net | 10,987 | 14,597 | ||||||
| Restricted cash - certificate of deposit | 1,682 | — | ||||||
| Insurance collateral | 10,899 | 8,061 | ||||||
| Other assets | 1,553 | 2,452 | ||||||
| Deferred tax assets | 5,439 | 1,134 | ||||||
| Total Other Assets | 68,356 | 64,040 | ||||||
| TOTAL ASSETS | $ | 140,474 | $ | 141,602 | ||||
MULTIBAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(in thousands, except share and liquidation preference amounts)
| 2012 | 2011 | |||||||
| CURRENT LIABILITIES | ||||||||
| Short-term debt | $ | 280 | $ | 457 | ||||
| Related party debt | 600 | — | ||||||
| Current portion of long-term debt, net of original issue discount | 17,396 | 4,936 | ||||||
| Current portion of capital lease obligations | 857 | 324 | ||||||
| Accounts payable | 24,075 | 32,354 | ||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | 68 | 41 | ||||||
| Accrued liabilities | 21,094 | 24,113 | ||||||
| Deferred service obligations and revenue | 361 | 1,570 | ||||||
| Total Current Liabilities | 64,731 | 63,795 | ||||||
| LONG-TERM LIABILITIES | ||||||||
| Accrued liabilities | 6,982 | 5,352 | ||||||
| Long-term debt, net of current portion and original issue discount (see Note 18) | 20,458 | 29,229 | ||||||
| Capital lease obligations, net of current portion | 1,630 | 274 | ||||||
| Total Liabilities | 93,801 | 98,650 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Cumulative convertible preferred stock, no par value: | ||||||||
| 8% Class A (12,696 shares issued and outstanding, $133,308 liquidation preference) | 191 | 191 | ||||||
| 10% Class C (109,000 shares issued and outstanding, $1,090,000 liquidation preference) | 1,411 | 1,411 | ||||||
| 10% Class F (150,000 shares issued and outstanding, $1,500,000 liquidation preference) | 1,500 | 1,500 | ||||||
| 8% Class G (10,000 shares issued and outstanding, $100,000 liquidation preference) | 41 | 41 | ||||||
| 6% Class H (0.00 and 1.00 shares issued and outstanding, $0 and $100,000 liquidation preference) | — | — | ||||||
| Common stock, no par value (21,648,459 and 21,612,380 shares issued and outstanding) | 116,775 | 115,290 | ||||||
| Accumulated deficit | (73,245 | ) | (75,481 | ) | ||||
| Total Stockholders' Equity | 46,673 | 42,952 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 140,474 | $ | 141,602 | ||||