FRESNO, Calif., Feb. 9 /PRNewswire-FirstCall/ -- Dennis R. Woods, President and Chief Executive Officer of United Security Bancshares http://www.unitedsecuritybank.com/ (Nasdaq: UBFO) reported today the results of operations for the 4th quarter and twelve months ended December 31, 2009.
The net loss was $425,000 for the 4th quarter of 2009, as compared with a net income of $842,000 for the 4th quarter in 2008. Basic and diluted (loss) earnings per share for the 4th quarter 2009 were ($.03) compared with $0.07 for the 4th quarter 2008. For the twelve months ended December 31, 2009, the net loss was $4,537,000 compared with net income of $4,070,000 in 2008.
For the 4th quarter 2009, return on average equity was (2.18%) and the return on average assets (.23%) compared with a return on average equity was 4.18% and the return on average assets was 0.43% for the 4th quarter 2008. For the twelve months ended December 31, 2009, return on average equity was (5.77%) and the return on average assets was (.62%). For the same period in 2008, return on average equity was 4.93% and return on average assets was .52%. Shareholders' equity at year end 2009 was $75.8 million.
The Board of Directors of United Security Bancshares declared a 1st quarter 2010 stock dividend of one percent (1%). The stock dividend replaces the quarterly cash dividend. The stock dividend was payable to shareholders of record on January 8, 2009 and shares were issued on January 20, 2009.
Woods added, "During the last half of 2009 the Company showed a net profit of $268,000. We are seeing the fruits of significant efforts over the past 12 months, after taking control of and completing various requirements to prepare properties for sale. During the last half of the year, 75 transactions related to nonperforming assets sold for total proceeds of $30.8 million after additional write-downs and (gains)/losses of $1,469,000.
"Our focused and disciplined approach provides our customers with as much assistance as possible during difficult times while we attempt to avoid contributing to further job loss and property value declines, often associated with ill timed liquidations. We understand, if your neighbors' property is liquidated in a forced sale, your property drops in value and we work to minimize that whenever possible."
"Our employees have a strong commitment to an approach that benefits customers and shareholders alike and parallels our commitment to provide excellent bank services in the communities we serve. Our business plan reduces nonperforming assets, adds to our strong capital base while providing customers with more options. Fortunately, strong core earnings allow us greater flexibility for accomplishing these goals."
Net interest income for the 4th quarter 2009 was $7.25 million, up $176,000 from the 4th quarter of 2008 for an increase of 2.5%. The net interest margin increased from 4.02% in the 4th quarter 2008 to 4.67% in 2009. For the twelve months ended December 31, 2009 net interest income was $28,347,000, down $1,862,000 from $30,209,000 for the same period in 2008 for an 6.16% decline. The net interest margin was 4.36% for the twelve month period ended December 31, 2008 and 4.51% for the same period in 2009.
Noninterest income for the 4th quarter of 2009 was $2,870,000, up $172,000 from $2,698,000 in 2008 for an increase of 6.4%. For the twelve months ended December 31, 2009, noninterest income was $6,307,000, down $2,036,000 from $8,343,000 for the same period in 2008. Several categories of noninterest income declined in 2009 relative to 2008 including but not limited to: ATM fees (down $148,000); service charges (down $113,000); gains on sale of OREO (down $861,000); miscellaneous income (down $279,000); financial service income (down $452,000) and OREO rent (down $312,000).
Other operating expenses for the three months ended December 31, 2009 were $6,353,000 and $6,271,000 for 2008, an increase of $82,000 or 1.32%. For the twelve months ended December 31, 2009, other operating expenses totaled $27,967,000, up $4,615,000 from $23,351,000 for the same period in 2008. Five expense components accounted for the much of differences for the twelve month period. 1) FDIC assessments increased by $683,000, 2) write-downs on foreclosed properties were up $437,000, 3) foreclosed property expenses were up $1,194,000, 4) sundry losses associated with a lawsuit were up $817,000 and 5) a goodwill impairment expense was up $3,026,000 in 2009 over 2008.
The provision for loan loss was $4,781,000 for the 4th quarter of 2009 and $2,366,000 for 4th quarter of 2008. For the twelve months ended December 31, 2009, the provision was $13,375,000 compared with $9,526,000 for the same period in 2008. In determining the adequacy of the allowance for loan losses, Management's judgment is the primary determining factor for establishing the amount of the provision for loan losses and management considers the allowance for loan and lease losses at December 31, 2009 to be adequate. Non-performing assets decreased to 10.32% of total assets on December 31, 2009 from 12.43% on September 30, 2009. At year-end 2008 non-performing assets were 10.68% of total assets.
United Security Bancshares is a $690+ million bank holding company. United Security Bank, its principal subsidiary is a state chartered bank and member of the Federal Reserve Bank of San Francisco.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and the Company intends such statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the Company's possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the Company's ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) changes in interest rates, (2) significant changes in banking laws or regulations, (3) increased competition in the company's market, (4) other-than-expected credit losses, (5) earthquake or other natural disasters impacting the condition of real estate collateral, (6) the effect of acquisitions and integration of acquired businesses, (7) the impact of proposed and/or recently adopted changes in regulatory, judicial, or legislative tax treatment of business transactions, particularly recently enacted California tax legislation and the subsequent Dec. 31, 2003, announcement by the Franchise Tax Board regarding the taxation of REITs and RICs; and (8) unknown economic impacts caused by the State of California's budget issues. Management cannot predict at this time the severity or duration of the effects of the recent business slowdown on our specific business activities and profitability. Weaker or a further decline in capital and consumer spending, and related recessionary trends could adversely affect our performance in a number of ways including decreased demand for our products and services and increased credit losses. Likewise, changes in interest rates, among other things, could slow the rate of growth or put pressure on current deposit levels and affect the ability of borrowers to repay loans. Forward-looking statements speak only as of the date they are made, and the company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to update earnings guidance including the factors that influence earnings. For a more complete discussion of these risks and uncertainties, see the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and particularly the section of Management's Discussion and Analysis.
United Security Bancshares
Consolidated Balance Sheets
(unaudited)
(Dollars in thousands)
December 31, December 31,
2009 2008
---- ----
Cash & nonint.-bearing deposits in banks $17,644 $19,426
Interest-bearing deposits in banks 3,313 20,431
Federal funds sold 11,585 0
Investment securities AFS 71,411 92,749
Loans, net of unearned fees 507,707 543,317
Less: allowance for loan losses (15,016) (11,529)
------- -------
Loans, net 492,692 531,788
Premises and equipment, net 13,296 14,285
Intangible assets 9,425 13,417
Other assets 73,201 68,980
------ ------
TOTAL ASSETS $692,568 $761,077
Deposits:
Noninterest-bearing demand & NOW 187,754 190,363
Savings & Money Market 144,904 133,367
Time 229,002 184,756
------- -------
Total deposits 561,660 508,486
Borrowed funds 40,000 155,045
Other liabilities 4,371 6,010
Junior subordinated debentures 10,716 11,926
------ ------
TOTAL LIABILITIES $616,747 $681,467
Shareholders' equity:
Common shares outstanding:
12,496,499 at Dec. 31, 2009
12,010,372 at Dec. 31, 2008 $37,575 $34,811
Retained earnings 40,499 47,722
Fair Value Adjustment – Hedge 0 0
Accumulated other comprehensive income (2,253) (2,923)
------ ------
Total shareholders' equity $75,820 $79,610
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 692,568 761,077
United Security Bancshares
Consolidated Statements
of Income
(dollars in 000's, Three Three Twelve Twelve
except per share Months Months Months Months
amounts) Ended Ended Ended Ended
December 31 December 31 December 31 December 31
(unaudited) 2009 2008 2009 2008
---- ---- ---- ----
Interest income $8,850 $10,036 $35,673 $45,146
Interest expense 1,605 2,967 7,327 14,937
----- ----- ----- ------
Net interest income 7,245 7,069 28,347 30,209
Provision for loan
losses 4,781 2,366 13,375 9,526
Other income 2,870 2,698 6,307 8,343
Other expenses 6,353 6,271 27,967 23,351
----- ----- ------ ------
Income before income
tax provision (1,020) 1,130 (6,687) 5,675
Provision for income
taxes (595) 289 (2,150) 1,605
---- --- ------ -----
NET INCOME ($425) $842 ($4,537) $4,070
United Security Bancshares
Selected Financial Data
(dollars in 000's Three Three Twelve Twelve
except per share Months Months Months Months
amounts) Ended Ended Ended Ended
December 31 December 31 December 31 December 31
2009 2008 2009 2008
----------- ----------- ----------- -----------
Basic Earnings Per
Share ($0.03) $0.07 ($0.36) $0.32
Diluted Earning Per
Share ($0.03) $0.07 ($0.36) $0.32
Annualized Return on:
Average Assets -0.23% 0.43% -0.62% 0.52%
Average Equity -2.18% 4.18% -5.77% 4.93%
Net Interest Margin 4.67% 4.02% 4.51% 4.36%
Net Charge-offs to
Average Loans 2.69% 2.31% 1.80% 0.92%
December 31 December 31
2009 2008
----------- -----------
Book Value Per Share $6.07 $6.63
Tangible Book Value
Per Share $5.31 $5.51
Efficiency Ratio 80.70% 60.38%
Non Performing Assets
to Total Assets 10.32% 10.68%
Allowance for Loan
Losses to Total Loans 2.96% 2.75%
Shares Outstanding -
period end 12,496,499 12,010,372
Basic Shares - YTD
average weighted 12,496,578 12,537,955
Diluted Shares - YTD
average weighted 12,496,578 12,541,516
Basic Shares - QTD
average weighted 12,496,525 12,512,595
Diluted Shares - QTD
average weighted 12,496,525 12,512,674
SOURCE United Security Bancshares
LOS ANGELES, Feb. 9 /PRNewswire/ -- Raleigh Studios, the largest independent studio operator in the United States, will commemorate the grand opening of their newest state-of-the-art studio facility in Budapest by bringing the magic of Hungary to Hollywood. The invitation-only gala will be held at Raleigh Studios Hollywood, located at Melrose Ave. on February 18th, from 7 p.m. until midnight.
The exclusive guest-list, consisting of top studio executives, celebrities, press and members of the film industry, will be treated to Hungarian food and wine tasting, entertainment, giveaways and a virtual tour of Raleigh Studios Budapest with studio displays. Members of the press will have the opportunity to meet studio executives representing all walks of film-making. They'll also be able to learn about and experience all the ground-breaking features the new studio has to offer.
"We are very excited about this project. It will give producers a chance to experience all the great things Europe has to offer the film making process while giving them the comfort and quality of a 'Hollywood Style' studio operation and all the confidence that comes in dealing with a known entity," said Michael Moore, president of Raleigh Studios.
Raleigh Studios Budapest's doors will open in April 2010 and there is no question the new facility will provide the same excellent standard of service as Raleigh's other facilities in the United States.
The massive studio, located less than 20 minutes from all major hotels and downtown Budapest, boasts 9 sound stages, a 45,000 sq. ft super stage, and a 15-acre backlot perfect for outdoor set builds. FotoKem is managing a post production facility on site, complete with film lab, visual effects and digital capabilities. There is full set and location lighting and grip with Hollywood Rentals, transportation, scenic, camera as well as production services and line producing with Raleigh Film. There will be a production training school to help build on Hungary's existing pool of well experienced film crews. Raleigh Studios partnered up with Origo Film Group in this exciting expansion into Europe. The facility offers administration services for film incentives and tax rebates exclusively in Hungary. Hungary offers a tax credit that covers up to 25% of production costs. The experienced crews, low labor costs and the city's diverse architecture gives producers an excellent advantage over other countries and traditional European studio facilities.
For more information about Raleigh Studios or the Raleigh Studios Budapest opening, please go to www.raleighstudios.com.
The opening event is invite only. For more information about the event or press inquiries, please contact: Erika Maya Ballantines PR Erika@ballantinespr.com Tel: 310 454 3080 http://www.ballantinespr.com
SOURCE Raleigh Studios
Tokyo, Feb 10, 2010 - (JCN Newswire) - Honda has decided to expand a recall related to a defect in the driver's SRS airbag installed on certain vehicles produced in 2001 and 2002 and has issued a notification in North America and Japan. This recall also will be conducted in other affected regions/countries. The total number of vehicles subject to this expanded recall is 437,763 units worldwide.
Based on our ongoing investigation and analysis, we decided to expand the recall, which has included a total of 514,355 units in North America, Japan and other regions since November 2008 and June 2009 (July in Japan), although there have been no incidents of airbag failure reported for vehicles included this time, since the previous recall notification.
I. Situation
Some of the inflator propellant* located inside the inflator of the driver's SRS airbag was defective. As a result, when the driver's airbag is deployed in the event of an accident, there is a possibility that an abrupt increase in the inflator's internal pressure may rupture the casing of the inflator and cause fragments of airbag parts to scatter possibly causing injury to vehicle occupants.
(*chemical substance which generates gas to inflate the airbag)
II. Background
First measure
1) As the result of our investigation based on incidents that occurred in the U.S. after February 2007, we identified the cause of the problem as excessive moisture intake by the inflator propellant within the inflator. Based on this conclusion, in November 2008, we issued a recall notification in the U.S. and Canada.
*Total: 4,205 units (3,940 units in the U.S., 218 units in Canada, 47 units in Mexico)
Second measure
2) We continued our analysis as there were additional incidents involving vehicles outside of the range of the original recall. In order to prevent the same incidents from occurring in the future, we decided to expand the range and issued a second recall notification in the U.S. and Canada on June 30, 2009. A recall notification was issued for the first time in Japan on July 29, 2009.
* Total: 510,150 units (443,727 units in the U.S., 49,452 units in Canada, 1,532 units in Japan, 15,439 units in other counties)
Latest measure
3) As a result of our continued investigation, we identified that there is a possibility that the defect occurs when the stamping pressure during the production of the inflator propellant is not high enough. And we concluded that the fact that adequate stamping pressure management was not performed for production of the inflator propellant using a certain stamping machine was the cause of the problem. Therefore, we decided to expand the recall to include all vehicles using compressed inflator propellant produced with this particular equipment.
* Total: 437,763 units (378,758 units in the U.S., 41,685 units in Canada, 4,042 units in Japan, 13,278 units in other counties)
III. Action to be taken
The inflator in the driver's SRS airbag of vehicles subject to this recall will be replaced with a non-defective inflator in all affected regions/countries.
This expanded recall broadens the scope to include all compressed inflator propellant which was produced using equipment that experienced a problem, therefore, based on our understanding, this action would rule out the possibility of the same incidents occurring in the future.
IV. Countries, models, number of vehicles subject to the recall:
Country: U.S.A.
Model: Accord, Civic, TL, CR-V, Odyssey, Pilot, CL
No. of Units (thousands): 378
Recall Notification (local time): February 9, 2010
Country: Canada
Model: Accord, Civic, TL, CR-V, Odyssey
No. of Units (thousands): 41
Recall Notification (local time): February 9, 2010
Country: Japan
Model: Inspire, Saber, Lagreat
No. of Units (thousands): 4
Recall Notification (local time): February 10, 2010
Country: Others Model: -- No. of Units (thousands): 13
Recall Notification (local time): --
Total: Approximately 437 thousand units.
* Others: Mexico (9,227 units), Taiwan (1,361 units), Australia (703 units) etc.
V. Reference: Situation in Japan
- On July 29, 2009, the first notification (1,532 units: Inspire, Saber)
- On October 19, 2009, 53 service parts were notified.
- On February 10, 2010, the second notification (4,042 units: Inspire, Saber, Lagreat) and 21 service parts were notified.
- There have been no incidents involving the vehicles subject to the recall.
Note: All affected models are made in North America.
About Honda
Honda Motor Co., Ltd. (TSE:7267/NYSE:HMC/LSE:HNDA.L) is one of the leading manufacturers of automobiles and power products and the largest manufacture of motorcycles in the world. Honda has always sought to provide genuine satisfaction to people worldwide. The result is more than 120 manufacturing facilities in 30 countries worldwide, producing a wide range of products, including motorcycles, ATVs, generators, marine engines, lawn and garden equipment and automobiles that bring the company into contact with over 19 million customers annually. For more information, please visit http://world.honda.com .
Contact:Honda Motors Media Inquiries +81-3-5412-1512 corporate_pr@hm.honda.co.jp
Copyright 2010 JCN Newswire. All rights reserved. www.japancorp.net
ATLANTA, Feb. 9, 2010 (GLOBE NEWSWIRE) -- Piedmont Office Realty Trust, Inc. ("Piedmont") has priced its public offering of 12,000,000 shares of its Class A common stock at $14.50 per share. Piedmont's Class A common stock is expected to begin trading on February 10, 2010 on the New York Stock Exchange under the ticker symbol "PDM." The underwriters have a 30-day option to purchase up to an additional 1,800,000 shares from Piedmont.
Piedmont intends to use the net proceeds it receives from the offering for general corporate and working capital purposes, including capital expenditures related to renewal of leases and re-letting of space, the acquisition and development of (and/or investment in) office properties or, if market conditions warrant, repayment of debt or repurchase of outstanding shares of our common stock.
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. are serving as joint book running managers for the offering, with Wells Fargo Securities, LLC, BMO Capital Markets Corp., Morgan Keegan & Company, Inc., RBC Capital Markets Corporation and Scotia Capital (USA) Inc. acting as co-managers.
The offering is only being made by means of a prospectus, a copy of which may be obtained by contacting either Morgan Stanley & Co. Incorporated, at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by emailing prospectus@morganstanley.com, or by calling toll free at (866) 718-1649, or J.P. Morgan Securities Inc., via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling toll-free at (866) 803-9204.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 9, 2010. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale of securities would be unlawful prior to their registration and qualification under the securities laws of any such state or jurisdiction.
Information about Piedmont is available on the Internet at www.piedmontreit.com.
The Piedmont Office Realty Trust logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5769
CONTACT: Piedmont Office Realty Trust, Inc.
800-557-4830
investor.services@piedmontreit.com
PLANTATION, Fla., Feb. 9 /PRNewswire-FirstCall/ -- DJSP Enterprises, Inc. (Nasdaq: DJSP, DJSPW, DJSPU), one of the largest providers of processing services for the mortgage and real estate industries in the United States, today announced financial results for the three and nine month periods ending September 30, 2009 for its recently acquired processing operations. The operating results discussed in this press release reflect the separate operations of the acquired business for the periods presented on an adjusted basis, each of which occurred prior to the closing of the Business Combination with Chardan 2008 China Acquisition Corp on January 15, 2010.
Processing Operations Third Quarter Financial Highlights
-- Revenue for the quarter increased 44% to $73.0 million from $50.6
million in last year's comparable period. For nine months, revenue
increased 29% year over year to $189.8 million.
-- Adjusted Net income was $10.4 million in the third quarter. For the nine
month period, adjusted net income was $32.4 million or $1.65* per share.
-- Adjusted EBITDA for the third quarter was $16.4 million, and for the
nine months was $50.7 million.
*Calculated using treasury stock method assuming a common share price of $8.14; Assumes 19.62 million shares outstanding; Assumes adjusted net income for nine months ended September 30, 2009 of $32.4 million.
Subsequent to Quarter End
Chardan 2008 China Acquisition Corp. closed its business combination with DAL Group, LLC on January 15, 2010 and changed its name to DJSP Enterprises, Inc. and its NASDAQ symbols to DJSP, DJSPU and DJSPW.
Third Quarter Results for Processing Operations
Net revenue from operations for the three months ended September 30, 2009 increased $22.4 million, or 44%, to $73.0 million from $50.6 million in last year's comparable period. The revenue improvement resulted from an increase in the number of mortgage foreclosures taking place in the Company's principal market, Florida, as well as the expansion of REO (bank-owned) activities. During the three months ended September 30, 2009, revenue from mortgage foreclosure related services, net of revenue from client reimbursements, increased by $4.9 million, or 21%, to $28.0 million, compared to $23.1 million for the same period last year. Our REO liquidation business, which emanates from a single customer, became an increasingly significant source of revenue during the quarter, generating $3.0 million in revenue, with approximately an 88% gross margin. Revenue for the same three months of 2008 was $1.2 million. Going forward, management intends to offer both REO closing and liquidation services to additional customers as a means of increasing revenues and profits. The remainder of the increase in revenue was due to increased client-reimbursed costs.
Adjusted net income increased to $10.4 million for the three months ended September 30, 2009.
Year-to-Date Results
Net revenue for the nine months ended September 30, 2009 increased $43.4 million, or 29%, to $189.8 million from $146.3 million in last year's comparable period. The revenue improvement resulted from an increase in the number of mortgage foreclosures taking place in the Company's principal market, Florida, as well as the expansion of REO activities, which increased approximately 208% to $7.9 million compared with $2.5 million in the same period in 2008. Revenues from mortgage foreclosure related services, net of revenue from client reimbursements, increased by $11.8 million, or 15%, to $89.0 million, compared to $77.2 million for the same period last year. Revenues from our REO liquidation business increased by $5.4 million, or 208% to $7.9 million, compared to $2.5 million for the same period last year. The remainder of the increase in revenue reflected increased amounts due for client-reimbursed costs.
During the first nine months of fiscal 2009, the Company's adjusted net income increased to $32.4 million.
The Company generated $41.8 million in cash from operating activities in the nine months ended September 30, 2009, compared to $38.9 million in the nine months ended September 30, 2008.
David J. Stern, Chairman and Chief Executive Officer of DJSP Enterprises commented, "DJSP delivers unparalleled customer service by combining unique mortgage and foreclosure expertise with highly automated electronic processing. This efficiency has historically enabled us to significantly grow both our top and bottom-line results. As a public company we will be able to leverage our expertise, diversify our service offerings, and expand geographically in order to accelerate our growth and enhance our client relationships. Going forward, we are particularly excited about our REO business which will become an increasingly significant source of revenue and income growth in the coming years."
Management Guidance:
The Company reaffirms its previously announced guidance of approximately $42 million in adjusted net income and $67.8 million in adjusted EBITDA for Calendar 2009. For 2010, the Company expects to report adjusted net income of approximately $49 million and adjusted EBITDA of approximately $80.6 million, excluding any one time transaction expenses associated with the Business Combination.
Conference call Information:
Management will conduct a conference call at 9:30 a.m. Eastern Time on Wednesday, February 10, 2010, to discuss the third quarter 2009 results. To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: 1-877-941-1430. International callers should dial 1-480-629-9667. When prompted by the operator, mention conference ID 4224362.
If you are unable to participate in the call at this time, a replay will be available for one week starting on Wednesday, February 10, 2010, at 12:30 p.m. Eastern Time. To access the replay, dial 1-800-406-7325 or 1-303-590-3030. Please use passcode 4224362. The call will also be accompanied live by webcast over the Internet and accessible at http://viavid.net/dce.aspx?sid=000070E6
About DJSP Enterprises, Inc.
DJSP is one of the largest providers of processing services for the mortgage and real estate industries in Florida and one of the largest in the United States. The Company provides a wide range of processing services in connection with mortgages, mortgage defaults, title searches and abstracts, REO (bank-owned) properties, loan modifications, title insurance, loss mitigation, bankruptcy, related litigation and other services. The Company's principal customer is the Law Offices of David J. Stern, P.A. whose clients include all of the top 10 and 17 of the top 20 mortgage servicers in the United States, many of which have been customers for more than 10 years. The Company has approximately 1,000 employees and contractors and is headquartered in Plantation, Florida, with additional operations in Louisville, Kentucky and San Juan, Puerto Rico. The Company's U.S. operations are supported by a scalable, low-cost back office operation in Manila, the Philippines that provides data entry and document preparation support for the U.S. operation
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about DJSP Enterprises, Inc. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of the Company's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions, changing interpretations of generally accepted accounting principles; outcomes of government or other regulatory reviews, particularly those relating to the regulation of the practice of law; the impact of inquiries, investigations, litigation or other legal proceedings involving the Company or its affiliates, which, because of the nature of the Company's business, have happened in the past to the Company and the Law Offices of David J. Stern, P.A.; the impact and cost of continued compliance with government or state bar regulations or requirements; legislation or other changes in the regulatory environment, particularly those impacting the mortgage default industry; unexpected changes adversely affecting the businesses in which the Company is engaged; fluctuations in customer demand; the Company's ability to manage rapid growth; intensity of competition from other providers in the industry; general economic conditions, including improvements in the economic environment that slows or reverses the growth in the number of mortgage defaults, particularly in the State of Florida; the ability to efficiently expand its operations to other states or to provide services not currently provided by the Company; the impact and cost of complying with applicable SEC rules and regulation, many of which the Company will have to comply with for the first time after the closing of the business combination; geopolitical events and changes, as well as other relevant risks detailed in the Company's filings with the U.S. Securities and Exchange Commission, (the "SEC"), including its report on Form 20-F for the period ended December 31, 2008 and the Form 6-K filed with the SEC on December 29, 2009 containing the proxy statement relating to the Business Combination which was mailed to shareholders of the Company, in particular, those listed under "Risk Factors." The information set forth herein should be read in light of such risks. The Company does not assume any obligation to update the information contained in this press release.
Non-GAAP Financial Measures
The financial information and data contained in this press release are unaudited and do not conform to the SEC's Regulation S-X.. This press release includes certain estimated financial information and forecasts presented as pro forma financial measures that are not derived in accordance with generally accepted accounting principles ("GAAP"), and which may be deemed to be non-GAAP financial measures within the meaning of Regulation G promulgated by the SEC. Management believes that the presentation of these non-GAAP financial measures serves to enhance the understanding of the financial performance of the acquired business. Our Non-GAAP financial measures may not be comparable to similarly titled pro forma measures reported by other companies. Such measures are not recognized terms under U.S. GAAP, and should be considered in addition to, and not as substitutes for, or superior to, operating income, cash flows, revenues, or other measures of financial performance prepared in accordance with generally accepted accounting principles. Such measures are not a completely representative measure of either the historical performance or, necessarily, the future potential of the Company.
Adjusted EBITDA - The adjusted EBITDA measure presented consists of income (loss) from continuing operations before (a) interest expense, net; (b) income tax expense; (c) depreciation and amortization; and (d) non-recurring income and/or expense. The Company is providing adjusted EBITDA, a non-GAAP financial measure, along with GAAP measures, as a measure of profitability because adjusted EBITDA helps the Company to evaluate and compare its performance on a consistent basis with the lower operating cost structure that will be in place after consummation of the Business Combination. In the calculation of adjusted EBITDA, the Company excludes from expenses the compensation paid to the Company's Founder that exceeds the base compensation that he will be entitled to receive after completion of the Business Combination, as well as the payroll taxes associated with such compensation, non-recurring travel expenses incurred on behalf of the Founder and other benefits received in prior periods that will not be permitted in following the closing of the Business Combination.
Adjusted EBITDA is a non-GAAP measure that has limitations because it does not include all items of income and expense that affect the operations of the Company. In addition, it should be noted that companies calculate adjusted EBITDA differently and, therefore, adjusted EBITDA as presented for us may not be comparable to the calculations of adjusted EBITDA reported by other companies.
Adjusted Net Income - The Company is providing adjusted Net Income, a non-GAAP financial measure, along with GAAP measures, as a measure of profitability because adjusted Net Income helps the Company to evaluate and compare its past performance on a consistent basis with the taxable structure that will be in place after consummation of the transaction, reflecting the effects of that taxable structure on profitability. In the calculation of adjusted Net Income, the Company deducts the Depreciation and Amortization amounts to the Adjusted EBITDA calculation and then subtracts the income tax expense, calculated at the expected 'going forward' tax rate of 35% from such figure. Adjusted Net Income per share is calculated by dividing adjusted Net Income by the number of ordinary shares outstanding using the treasury stock method.
A reconciliation of adjusted EBITDA and adjusted Net Income is not provided below for 2009 and 2010 because the exact amount of the adjustments described in this section are not currently determinable, in particular adjustments to the services fee due to processing, interest, depreciation and amortization.
The following tables provide reconciliations of net income (US GAAP) to Adjusted EBITDA (Non-GAAP) and adjusted Net Income (Non-GAAP)
9 Months 3 Months 3 Months
Ended Ended Ended
----------- ----------- ----------
30-Sep-09 30-Sep-09 30-Sep-08
----------- ----------- ----------
Net Income $40,598,406 $13,143,565 $5,544,308
Adjustment
Adj. to Fee to Processing 2,372,633 1,331,194 4,663,450
Officers' Salaries 2,230,000 60,000 2,170,000
Non-Recurring Travel 2,191,547 734,490 894,811
Other Non-Recurring Salary &
Benefits 1,519,971 -107,875 1,597,894
Payroll Tax 21,606 -1,564 23,169
Interest, Depreciation &
Amortization 970,957 369,536 510,156
Other Income (Expense) 836,229 836,229 592,200
----------- ----------- ----------
Total Adjustments 10,142,943 3,222,010 10,451,680
Adjusted EBITDA $50,741,349 $16,365,575 $15,995,988
=========== =========== ===========
Adjustments to Reconcile Pro-Forma
Net Income
Interest, Depreciation &
Amortization 970,957 369,536 369,536
Other Income (Expense) - - -
Tax (Estimated at 35%) 17,419,637 5,598,614 5,469,258
----------- ----------- ----------
Total Adjustments 18,390,594 5,968,150 5,838,794
Adjusted Net Income $32,350,755 $10,397,425 $10,157,194
=========== =========== ===========
–tables follow–
The financial results contained in the attached tables are not necessarily indicative of the operations of the business following the closing, in particular because the processing operations were not subject to income taxes prior to the closing of the Business Combination, certain private company expenses and compensation included in the reported operating results will not continue post-closing and varied materially from period to period, reported results do not include interest expenses associated with the Business Combination financing and the reported results have not been adjusted for the noncontrolling interest resulting from the Business Combination.
DJS PROCESSING DIVISION AND ITS COMBINED AFFILIATES
UNAUDITED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2009
DJS PROCESSING DIVISION AND ITS COMBINED AFFILIATES
(A Division of The Law Offices of David J. Stern, P.A.)
COMBINED CARVE OUT BALANCE SHEETS
September 30, December 31,
2009 2008
------------ -----------
ASSETS (Unaudited)
Current Assets
Cash and cash equivalents $3,034,044 $1,427,588
---------- ----------
Accounts receivable
Client reimbursed costs 4,597,526 26,147,837
Fee income, net 21,889,787 11,807,293
Unbilled receivables 7,808,878 11,210,565
---------- ----------
Total accounts receivable 34,296,191 49,165,695
---------- ----------
Prepaid expenses 132,811 46,939
Total current assets 37,463,046 50,640,222
---------- ----------
Property and Equipment, net 4,394,531 3,154,623
---------- ----------
Total assets $41,857,577 $53,794,845
=========== ===========
LIABILITIES AND STOCKHOLDER'S AND
MEMBER'S EQUITY
Current Liabilities
Accounts payable – reimbursed
client costs $4,597,526 $20,425,337
Accounts payable 1,404,644 742,601
Accrued compensation 2,066,788 2,207,094
Accrued expenses 1,827,562 976,643
Current portion of capital
lease obligations 48,113 217,095
Deferred revenue 263,900 263,900
Due to related party 80,594 25,035
Note payable 2,448,000 -
Line of credit 10,873,599 -
Current portion of deferred rent 974,904 821,464
---------- ----------
Total current liabilities 24,585,630 25,679,169
---------- ----------
Deferred rent, less current portion 93,246 137,859
Capital lease obligation, less
current portion 485,277 512,168
---------- ----------
Total liabilities 25,164,153 26,329,196
Commitment and contingencies
Common stock 1,000 1,000
Retained earnings 7,646,028 7,608,920
Member's equity 9,046,396 19,855,729
---------- ----------
Total stockholder's and
member's equity 16,693,424 27,465,649
---------- ----------
Total liabilities,
stockholder's and member's
equity $41,857,577 $53,794,845
=========== ===========
DJS PROCESSING DIVISION AND ITS COMBINED AFFILIATES
(A Division of The Law Offices of David J. Stern, P.A.)
COMBINED CARVE OUT STATEMENTS OF INCOME
For the For the For the For the
Nine Months Nine Months Three Months Three Months
Ended Ended Ended Ended
September September September September
30, 2009 30, 2008 30, 2009 30, 2008
---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue $189,770,734 $146,329,545 $73,004,323 $50,634,759
------------ ------------ ----------- -----------
Operating expenses:
Direct operating &
other expenses 17,474,873 11,563,845 6,200,278 4,614,449
Client reimbursed costs 100,811,738 69,167,390 45,014,958 27,541,750
Compensation related
expenses 29,914,400 29,991,149 8,275,986 12,609,905
Depreciation expense 776,074 858,909 265,918 286,303
Interest expense 194,883 59,725 103,618 38,044
------------ ------------ ----------- -----------
Total operating
expenses 149,171,968 111,554,293 59,860,758 45,090,451
------------ ------------ ----------- -----------
Net Income $40,598,406 $34,688,527 $13,143,565 $5,544,308
============ ============ =========== ===========
DJS PROCESSING DIVISION AND ITS COMBINED AFFILIATES
(A Division of The Law Offices of David J. Stern, P.A.)
COMBINED CARVE OUT STATEMENTS OF CASH FLOWS
For the For the
Nine Months Nine Months
Ended Ended
September 30, September 30,
2009 2008
-------------- --------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities
Net income $40,598,406 $34,688,527
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 776,074 858,909
Changes in operating assets and
liabilities:
(Increase) decrease in:
Accounts receivable – client
reimbursed costs 21,550,311 (5,026,316)
Fee income receivable, net (10,082,494) (1,644,837)
Unbilled receivable 3,401,687 (1,004,092)
Prepaid expenses (85,872) (424,367)
Accounts payable – client
reimbursed costs (15,827,811) 9,690,536
Accounts payable 662,043 919,010
Accrued expenses 850,921 441,571
Accrued compensation (140,306) 357,152
Deferred rent 108,827 -
Net cash provided by operating
activities 41,811,786 38,851,695
---------- ----------
Cash Flows From Investing Activities
Purchase of property and equipment (2,015,984) (2,331,885)
---------- ----------
Net cash flow used for investing
activities (2,015,984) (2,331,885)
---------- ----------
Cash Flows From Financing Activities
Net advance from related party 55,559 (853)
Advances on line of credit 10,873,599 -
Advances on note payable 2,448,000 -
Principal payments on capital lease
obligations (195,874) -
Distributions (51,370,630) (36,507,112)
----------- -----------
Net cash flow used for financing
activities (38,189,346) (36,507,965)
----------- -----------
Net change in cash and cash
equivalents 1,606,456 11,845
Cash and cash equivalents, beginning of
period 1,427,588 978,766
---------- ----------
Cash and cash equivalents, end of period $3,034,044 $990,611
========== ==========
Supplemental Disclosures of Cash Flow
Information
Cash payments for interest $194,883 $38,044
SOURCE DJSP Enterprises, Inc.
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