TORONTO, Feb. 9, 2012 /PRNewswire/ -- Destiny Solutions today announced that the New York University School of Continuing and Professional Studies (NYU-SCPS), one of the country's oldest and largest schools of its kind, has selected Destiny One to transform its legacy business systems, enhance the student enrollment experience and scale program development for its non-credit operations. The specialized business suite will allow NYU-SCPS to meet the growing educational needs of non-credit students throughout the New York metropolitan area, across the country and around the globe.
NYU-SCPS will extend their PeopleSoft Enterprise Campus Solution with Destiny One to consolidate their department systems onto a scalable enterprise platform. Prior to selecting Destiny One, NYU-SCPS was using disparate systems for non-credit programs in the areas of enrollment, registration, marketing and administrative management. With Destiny One, NYU-SCPS academic units, and the enrollment management and marketing teams, will be able to work on the same platform, ensuring planning flexibility, and a more robust student relationship management experience.
"Our non-credit academic units offer a full range of traditional and online courses, certificates, intensive study options, and corporate training programs. We needed one system designed for the divergent needs of our students," said NYU-SCPS interim co-dean and associate dean of administration, Dennis Di Lorenzo. "The breadth and depth of the Destiny One business platform will enable us to deliver to our students the best overall engagement experience and to streamline and scale our business from end to end."
Deployed through a fully managed, enterprise-level hosting environment, NYU-SCPS will implement Destiny One to manage the individual identities and program offerings for more than 1,500 non-credit courses and certificates. The new system will provide the School with a collaborative curriculum development environment to accelerate course and program creation, automate scheduling and publishing, and streamline instructor contract and student wait-list management. NYU-SCPS will extend the deployment of Destiny One to marketing, enrollment and administration in 2012.
"Our experience in the business of lifelong learning helps us to truly understand the changing landscape for today's non traditional learners," said Shaul Kuper, president and CEO of Destiny Solutions. "Destiny Solutions is excited to partner with NYU-SCPS, because its commitment to improving the overall student experience is much like our own. The School is a proven leader in driving student success, and we are excited to be a part of advancing its mission with Destiny Solutions technology."
About Destiny Solutions
Destiny Solutions is the leading innovator of lifelong learning business solutions. Since 2001, Destiny Solutions has delivered breakthrough technology designed exclusively to meet the divergent needs of non-traditional higher education. Our flagship product, Destiny One™, is the only business solution that offers integrated constituent, enrollment and administrative management on a single software platform. It transforms traditional administrative systems so educators can grow revenue, enhance student experience and improve operational efficiency.
For more information, please visit www.destinysolutions.com.
Contact:
Rachel Kupermedia@destinysolutions.com(416) 480-0500 x214
This press release was issued through eReleases(R). For more information, visit eReleases Press Release Distribution at http://www.ereleases.com.
SOURCE Destiny Solutions
NEW YORK, Feb. 9, 2012 (GLOBE NEWSWIRE) -- Melco Crown Entertainment Limited (SEHK:6883) (Nasdaq: MPEL), a developer and owner of casino gaming and entertainment resort facilities focused on the Macau market, today reported its unaudited financial results for the fourth quarter of 2011.
Net revenue for the fourth quarter of 2011 was US$1,008.3 million, representing an increase of approximately 30% from US$773.7 million for the comparable period in 2010. The year-over-year increase in net revenue was primarily driven by a group-wide increase in gaming volumes and significant improvements in mass table games hold percentages, as well as increasing contributions from our hotel, food & beverage and entertainment segments.
Adjusted EBITDA<1> was US$231.6 million for the fourth quarter of 2011, an increase of 73% from US$133.8 million of Adjusted EBITDA in the fourth quarter of 2010. The significant improvement in profitability was primarily a result of the ongoing increase in contribution from our mass market operations, particularly the mass table games segment at City of Dreams, together with strong group-wide rolling chip volumes.
On a U.S. GAAP basis, net income attributable to Melco Crown Entertainment for the fourth quarter of 2011 was US$107.5 million, or US$0.20 per ADS, compared with net income attributable to Melco Crown Entertainment of US$16.3 million, or US$0.03 per ADS, in the fourth quarter of 2010. The 560% increase in net income for the fourth quarter of 2011 was primarily driven by substantially improved operating performance across all major segments, partially offset by increased amortization relating to the Studio City Project, as well as transaction costs attributable to our Hong Kong listing by introduction. The net loss attributable to non-controlling interests during the fourth quarter of 2011 of US$3.7 million was related to Studio City.
Mr. Lawrence Ho, Co-Chairman and Chief Executive Officer of Melco Crown Entertainment, commented, "I am pleased to report our results for the fourth quarter of 2011, completing a remarkable year for the Company where we delivered full year net revenue and EBITDA growth of 45% and 88%, respectively, demonstrating strong top line growth together with impressive operating leverage. Our strong results in the fourth quarter of 2011 further demonstrate our ability to build on the meaningful improvements made earlier in the year, while at the same time executing on a range of strategically important milestones.
"The meaningful ramp up in our mass market operations over the past year, which is evident in the sustained improvements in margins and group-wide profitability, is particularly pleasing.
"We have continued to execute on our premium strategy, both in the rolling chip and mass market gaming segments, as well as in our world-class entertainment and other non-gaming amenities. We believe our premium mass market focus at City of Dreams represents one of our key competitive advantages, giving us an ability to capture and leverage a loyal and more profitable customer base.
"Moreover, our current exposure to the fast growing Cotai region, as well as our future development pipeline with Studio City, means we are well positioned to take advantage of the shift of the gaming epicenter to Cotai, particularly in the mass market segments, driving long term profitability and shareholder value.
"Our design plans in relation to Studio City are effectively complete and we are undergoing the necessary Government processes to obtain the required approvals to commence construction. At the same time, we are working through our financing plans in relation to this project which will potentially include a bank loan and other debt financing.
"We continue to build out our Mocha Clubs network, opening Mocha Macau Tower in September 2011 and Mocha Golden Dragon in January 2012. With 300 gaming machines, the Golden Dragon facility has quickly become one of the best performing clubs in our Mocha portfolio.
"During the past twelve months, we completed the acquisition of a majority stake in the Studio City Project, successfully completed the listing of our shares on the Hong Kong Stock Exchange by way of introduction, while at the same time proactively managed our balance sheet through the issuance of our RMB bonds and the refinancing of our City of Dreams Project Facility, ensuring we are well positioned to take advantage of current and future growth opportunities."
City of Dreams 4Q Results
For the fourth quarter of 2011, net revenue at City of Dreams was US$695.9 million compared to US$488.7 million in the comparable period in 2010, an increase of 42%. City of Dreams generated Adjusted EBITDA of US$186.6 million in the fourth quarter of 2011, an increase of 91% as compared to US$97.7 million in the fourth quarter of 2010.
The year-over-year improvements in revenue and Adjusted EBITDA were driven by record rolling chip and mass market table volumes, ongoing improvements in mass market table hold percentages, and with strong contributions from hotel sales and other non-gaming amenities.
Rolling chip volume for the fourth quarter of 2011 totaled US$20.4 billion, an increase of 32% from US$15.4 billion from the fourth quarter of 2010. The rolling chip win rate was 3.0% in the fourth quarter of 2011, slightly higher than the win rate in the comparable quarter in 2010 of 2.9% and in-line with the expected rolling chip win rate range of 2.7% - 3.0%.
Mass market table games drop for the fourth quarter of 2011 totaled US$811.0 million, an increase of 42% from US$572.5 million for the comparable period in 2010. The mass market hold percentage was 25.7% in the fourth quarter of 2011, a significant increase from 22.0% in the fourth quarter of 2010. At City of Dreams, we expect our mass market table games hold percentage to range from 23%-26%.
Slot handle for the fourth quarter of 2011 was US$566.8 million, up 10% from US$513.5 million for the comparable period in 2010.
Total non-gaming revenue at City of Dreams in the fourth quarter of 2011 was US$58.1 million, an increase of 22% from US$47.6 million for the fourth quarter of 2010. Occupancy per available room in the fourth quarter of 2011 was 92% versus 87% in the fourth quarter of 2010. The average daily rate (ADR) in the fourth quarter of 2011 was US$176 per available room, as compared to US$166 in the comparable quarter of 2010.
Altira Macau 4Q Results
For the fourth quarter of 2011, net revenue at Altira Macau was US$268.0 million compared to US$245.1 million in the fourth quarter of 2010, an increase of 9%. Altira Macau generated Adjusted EBITDA of US$53.2 million in the fourth quarter of 2011, an increase of 15% as compared to Adjusted EBITDA of US$46.4 million in the fourth quarter of 2010. The improvements in Adjusted EBITDA were driven by increased rolling chip and mass market volumes, together with a stronger mass market table games hold percentage.
Rolling chip volume totaled US$12.1 billion in the fourth quarter of 2011, an increase of 6% from US$11.4 billion for the fourth quarter of 2010. The rolling chip win rate was 2.9%, in-line with the same period in 2010 and within the expected rolling chip win rate range of 2.7%-3.0%.
Mass market table games drop totaled US$144.6 million in the fourth quarter of 2011, an increase of 9% from US$132.5 million generated for the comparable period in 2010. The mass market hold percentage was 17.5% in the fourth quarter of 2011 compared with 14.7% in the fourth quarter of last year. At Altira Macau, we expect our mass market table games hold percentage to range from 15.0%-17.0%.
Total non-gaming revenue at Altira Macau in the fourth quarter of 2011 was US$8.1 million, up slightly from the fourth quarter of 2010. Occupancy per available room in the fourth quarter of 2011 was 98% compared to 97% in the fourth quarter of 2010. ADR was US$196 per occupied room, compared to US$170 in the same period of 2010.
Mocha Clubs 4Q Results
Net revenue from Mocha Clubs totaled US$34.5 million in the fourth quarter of 2011, an increase of 13% from US$30.6 million in the comparable period of 2010. Mocha Clubs generated US$10.2 million of Adjusted EBITDA in the fourth quarter of 2011, an increase of 19% when compared to Adjusted EBITDA of US$8.6 million in the same period in 2010.
The number of gaming machines in operation at Mocha Clubs increased to an average of approximately 1,800 in the fourth quarter of 2011, compared to approximately 1,600 in the same period of 2010, with the increase driven primarily by the opening of the Mocha Macau Tower during the fourth quarter of 2011. The net win per gaming machine per day was US$200 in the fourth quarter of 2011, as compared with US$208 in the same period in 2010, a decrease of 4%.
Other Factors Affecting Earnings
Total non-operating expense for the fourth quarter of 2011 totaled US$31.0 million, which included US$25.0 million in net interest expense, other finance costs of US$3.5 million and transaction costs of US$4.8 million associated with the Hong Kong Stock Exchange listing. There was US$3.2 million of capitalized interest during the fourth quarter of 2011.
Depreciation and amortization totaled US$94.2 million in the fourth quarter of 2011, of which US$14.3 million was related to the amortization of our gaming subconcession and US$13.9 million was related to the amortization of land use rights. The year-over-year increase in depreciation and amortization costs is primarily related to the amortization of Studio City's land use rights.
Financial Position and Capital Expenditure
Cash and cash equivalents as of December 31, 2011 totaled US$1.5 billion, including US$364.8 million of restricted cash. Total debt at the end of the fourth quarter of 2011 was US$2.3 billion, and total net debt to shareholders' equity as of December 31, 2011 was 25%, compared to 49% as at the end of the fourth quarter of 2010.
Capital expenditures for the fourth quarter of 2011 totaled US$55.8 million, of which US$13.7 million related to design and preliminary costs associated with Studio City while the remaining capital expenditures primarily related to various projects at City of Dreams and Mocha Clubs.
Full Year Results
For the full year of 2011, Melco Crown Entertainment reported net revenue of US$3.8 billion, as compared with US$2.6 billion for 2010. Adjusted EBITDA for the full year of 2011 was US$809.4 million, an increase of 88% as compared with Adjusted EBITDA of US$430.4 million for 2010.
The year-over-year improvements in net revenue and Adjusted EBITDA were primarily driven by significantly improved gaming fundamentals, including strong rolling chip and mass market volumes, as well as improving mass market table hold percentages.
Net income attributable to Melco Crown Entertainment for the full year of 2011 was US$294.7 million, as compared with a net loss of US$10.5 million for 2010. The net income per ADS attributable to Melco Crown Entertainment for the full year of 2011 was US$0.55 compared to a net loss per ADS of US$0.02 for 2010.
Conference Call Information
Melco Crown Entertainment will hold a conference call to discuss its unaudited fourth quarter and full year results for 2011 on February 9, 2012 at 8:30 a.m. Eastern Time (9:30 p.m. Hong Kong Time). To join the conference call, please use the dial-in details below:
| US Toll Free | 1 866 519 4004 |
| US Toll / International | 1 718 354 1231 |
| HK Toll | 852 2475 0994 |
| HK Toll Free | 800 930 346 |
| UK Toll Free | 080 823 46646 |
| Australia Toll Free | 1 800 457 076 |
| Passcode | MPEL |
An audio webcast will also be available at www.melco-crown.com.
To access the replay, please use the dial-in details below:
| US Toll Free | 1 866 214 5335 |
| US Toll / International | 1 718 354 1232 |
| HK Toll Free | 800 901 596 |
| Passcode | 47410517 |
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC"), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the gaming market and visitation in Macau, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, and (v) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "anticipate", "target", "aim", "estimate", "intend", "plan", "believe", "potential", "continue", "is/are likely to" or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this announcement is as of the date of this release, and the Company undertakes no duty to update such information, except as required under applicable law.
Non-GAAP Financial Measures
(1) "Adjusted EBITDA" is earnings before interest, taxes, depreciation, amortization, pre-opening costs, development costs, property charges and others, share-based compensation, and other non-operating income and expenses. "Adjusted property EBITDA" is earnings before interest, taxes, depreciation, amortization, pre-opening costs, development costs, property charges and others, share-based compensation, corporate and other expenses and other non-operating income and expenses. Adjusted EBITDA and adjusted property EBITDA are presented exclusively as a supplemental disclosure because management believes that they are widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses adjusted EBITDA and adjusted property EBITDA as measures of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors. The Company also presents adjusted EBITDA and adjusted property EBITDA because they are used by some investors as ways to measure a company's ability to incur and service debt, make capital expenditures, and meet working capital requirements. Gaming companies have historically reported adjusted EBITDA and adjusted property EBITDA as supplements to financial measures in accordance with U.S. generally accepted accounting principles ("GAAP"). However, adjusted EBITDA and adjusted property EBITDA should not be considered as alternatives to operating income as indicators of the Company's performance, as alternatives to cash flows from operating activities as measures of liquidity, or as alternatives to any other measure determined in accordance with GAAP. Unlike net income, adjusted EBITDA and adjusted property EBITDA do not include depreciation and amortization or interest expense and therefore do not reflect current or future capital expenditures or the cost of capital. The Company compensates for these limitations by using adjusted EBITDA and adjusted property EBITDA as only two of several comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include operating income (loss), net income (loss), cash flows from operations and cash flow data. The Company has significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in adjusted EBITDA or adjusted property EBITDA. Also, the Company's calculation of adjusted EBITDA and adjusted property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. Reconciliations of adjusted EBITDA and adjusted property EBITDA with the most comparable financial measures calculated and presented in accordance with GAAP are provided herein immediately following the financial statements included in this announcement.
(2) "Adjusted net income (loss)" is net income (loss) before pre-opening costs, development costs, property charges and others, change in fair value of interest rate swap agreements, loss on extinguishment of debt, costs associated with debt modification and reclassification of accumulated losses of interest rate swap agreements from accumulated other comprehensive losses. Adjusted net income (loss) and adjusted net income (loss) per share ("EPS") are presented as supplemental disclosures because management believes that they are widely used to measure the performance, and as a basis for valuation, of gaming companies. These measures are used by management and/or evaluated by some investors, in addition to income and EPS computed in accordance with GAAP, as an additional basis for assessing period-to-period results of our business. Adjusted net income (loss) may be different from the calculation methods used by other companies and, therefore, comparability may be limited. Reconciliations of adjusted net income (loss) with the most comparable financial measures calculated and presented in accordance with GAAP are provided herein immediately following the financial statements included in this announcement.
About Melco Crown Entertainment Limited
Melco Crown Entertainment is a developer, owner and through a Macau subsidiary which holds a gaming subconcession, an operator of casino gaming and entertainment casino resort facilities. The Company currently operates Altira Macau (www.altiramacau.com) (formerly Crown Macau), a casino hotel located at Taipa, Macau and City of Dreams (www.cityofdreamsmacau.com), an integrated urban casino resort located in Cotai, Macau. The Company's business also includes the Mocha Clubs (www.mochaclubs.com), which feature a total of approximately 2,100 gaming machines in ten locations and comprise the largest non-casino based operations of electronic gaming machines in Macau. For more information about the Company, please visit www.melco-crown.com.
The Company has strong support from both of its major shareholders, Melco International Development Limited ("Melco") and Crown Limited ("Crown"). Melco is a listed company on the Hong Kong Stock Exchange and is substantially owned and led by Mr. Lawrence Ho, who is Co-Chairman, an Executive Director and the CEO of the Company. Crown is a top-50 company listed on the Australian Securities Exchange and led by Executive Chairman Mr. James Packer, who is also Co-Chairman and a Non-executive Director of the Company.
| Melco Crown Entertainment Limited and Subsidiaries | ||||
| Condensed Consolidated Statements of Operations | ||||
| (In thousands of U.S. dollars, except share and per share data) | ||||
| Three Months Ended | Year Ended | |||
| December 31, | December 31, | |||
| 2011 | 2010 | 2011 | 2010 | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | |
| OPERATING REVENUES | ||||
| Casino | $ 969,282 | $ 738,827 | $ 3,679,423 | $ 2,550,542 |
| Rooms | 27,195 | 23,971 | 103,009 | 83,718 |
| Food and beverage | 17,290 | 16,726 | 61,840 | 56,679 |
| Entertainment, retail and others | 22,781 | 15,227 | 86,167 | 32,679 |
| Gross revenues | 1,036,548 | 794,751 | 3,930,439 | 2,723,618 |
| Less: promotional allowances | (28,200) | (21,002) | (99,592) | (81,642) |
| Net revenues | 1,008,348 | 773,749 | 3,830,847 | 2,641,976 |
| OPERATING COSTS AND EXPENSES | ||||
| Casino | (691,885) | (561,999) | (2,698,981) | (1,949,024) |
| Rooms | (4,366) | (5,587) | (18,247) | (16,132) |
| Food and beverage | (9,181) | (6,344) | (34,194) | (32,898) |
| Entertainment, retail and others | (14,868) | (10,535) | (58,404) | (19,776) |
| General and administrative | (58,689) | (56,679) | (220,224) | (199,830) |
| Pre-opening costs | (1,198) | (2,449) | (2,690) | (18,648) |
| Development costs | -- | -- | (1,110) | -- |
| Amortization of gaming subconcession | (14,309) | (14,309) | (57,237) | (57,237) |
| Amortization of land use rights | (13,895) | (4,881) | (34,401) | (19,522) |
| Depreciation and amortization | (65,982) | (63,713) | (259,224) | (236,306) |
| Property charges and others | -- | -- | (1,025) | (91) |
| Total operating costs and expenses | (874,373) | (726,496) | (3,385,737) | (2,549,464) |
| OPERATING INCOME | 133,975 | 47,253 | 445,110 | 92,512 |
| NON-OPERATING EXPENSES | ||||
| Interest expenses, net | (25,023) | (27,905) | (109,675) | (92,953) |
| Other finance costs | (3,547) | (4,050) | (15,614) | (10,491) |
| Reclassification of accumulated losses of interest rate swap agreements from accumulated other comprehensive losses | -- | -- | (4,310) | -- |
| Change in fair value of interest rate swap agreements | 653 | -- | 3,947 | -- |
| Foreign exchange gain (loss), net | 785 | 2,760 | (1,771) | 3,563 |
| Listing expenses | (4,790) | -- | (8,950) | -- |
| Other income (expense), net | 875 | (519) | 3,664 | 1,074 |
| Loss on extinguishment of debt | -- | -- | (25,193) | -- |
| Costs associated with debt modification | -- | (154) | -- | (3,310) |
| Total non-operating expenses | (31,047) | (29,868) | (157,902) | (102,117) |
| INCOME (LOSS) BEFORE INCOME TAX | 102,928 | 17,385 | 287,208 | (9,605) |
| INCOME TAX CREDIT (EXPENSE) | 906 | (1,113) | 1,636 | (920) |
| NET INCOME (LOSS) | 103,834 | 16,272 | 288,844 | (10,525) |
| NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 3,712 | -- | 5,812 | -- |
| NET INCOME (LOSS) ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED | $ 107,546 | $ 16,272 | $ 294,656 | $ (10,525) |
| NET INCOME (LOSS) ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED PER SHARE: | ||||
| Basic | $ 0.067 | $ 0.010 | $ 0.184 | $ (0.007) |
| Diluted | $ 0.066 | $ 0.010 | $ 0.182 | $ (0.007) |
| NET INCOME (LOSS) ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED PER ADS: | ||||
| Basic | $ 0.200 | $ 0.031 | $ 0.551 | $ (0.020) |
| Diluted | $ 0.198 | $ 0.030 | $ 0.547 | $ (0.020) |
| WEIGHTED AVERAGE SHARES USED IN NET INCOME (LOSS) ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED PER SHARE CALCULATION: | ||||
| Basic | 1,616,178,241 | 1,596,247,553 | 1,604,213,324 | 1,595,552,022 |
| Diluted | 1,628,172,182 | 1,605,102,993 | 1,616,854,682 | 1,595,552,022 |
| Melco Crown Entertainment Limited and Subsidiaries | ||
| Condensed Consolidated Balance Sheets | ||
| (In thousands of U.S. dollars) | ||
| December 31, | December 31, | |
| 2011 | 2010 | |
| (Unaudited) | (Audited) | |
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $ 1,158,024 | $ 441,923 |
| Restricted cash | -- | 167,286 |
| Accounts receivable, net | 306,500 | 259,521 |
| Amounts due from affiliated companies | 1,846 | 1,528 |
| Amount due from a shareholder | 6 | -- |
| Income tax receivable | -- | 198 |
| Inventories | 15,258 | 14,990 |
| Prepaid expenses and other current assets | 23,882 | 15,026 |
| Total current assets | 1,505,516 | 900,472 |
| PROPERTY AND EQUIPMENT, NET | 2,655,429 | 2,671,895 |
| GAMING SUBCONCESSION, NET | 599,505 | 656,742 |
| INTANGIBLE ASSETS, NET | 4,220 | 4,220 |
| GOODWILL | 81,915 | 81,915 |
| LONG-TERM PREPAYMENT, DEPOSITS AND OTHER ASSETS | 72,858 | 95,629 |
| RESTRICTED CASH | 364,807 | -- |
| DEFERRED TAX ASSETS | 24 | 25 |
| DEFERRED FINANCING COSTS | 42,738 | 45,387 |
| LAND USE RIGHTS, NET | 942,968 | 428,155 |
| TOTAL | $ 6,269,980 | $ 4,884,440 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| CURRENT LIABILITIES | ||
| Accounts payable | $ 12,023 | $ 8,880 |
| Accrued expenses and other current liabilities | 588,719 | 462,084 |
| Income tax payable | 1,240 | 934 |
| Current portion of long-term debt | -- | 202,997 |
| Amounts due to affiliated companies | 1,137 | 673 |
| Amounts due to shareholders | -- | 36 |
| Total current liabilities | 603,119 | 675,604 |
| LONG-TERM DEBT | 2,325,980 | 1,521,251 |
| OTHER LONG-TERM LIABILITIES | 27,900 | 6,496 |
| DEFERRED TAX LIABILITIES | 70,028 | 18,010 |
| LOANS FROM SHAREHOLDERS | -- | 115,647 |
| LAND USE RIGHTS PAYABLE | 55,301 | 24,241 |
| SHAREHOLDERS' EQUITY | ||
| Ordinary shares | 16,531 | 16,056 |
| Treasury shares | (106) | (84) |
| Additional paid-in capital | 3,223,274 | 3,095,730 |
| Accumulated other comprehensive losses | (1,034) | (11,345) |
| Accumulated losses | (282,510) | (577,166) |
| Total Melco Crown Entertainment Limited shareholders' equity | 2,956,155 | 2,523,191 |
| Noncontrolling interests | 231,497 | -- |
| Total equity | 3,187,652 | 2,523,191 |
| TOTAL | $ 6,269,980 | $ 4,884,440 |
| Melco Crown Entertainment Limited and Subsidiaries | |||||
| Reconciliation of Net Income (Loss) Attributable to Melco Crown Entertainment Limited to | |||||
| Adjusted Net Income Attributable to Melco Crown Entertainment Limited | |||||
| (In thousands of U.S. dollars, except share and per share data) | |||||
| Three Months Ended | Year Ended | ||||
| December 31, | December 31, | ||||
| 2011 | 2010 | 2011 | 2010 | ||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||
| Net Income (Loss) Attributable to | |||||
| Melco Crown Entertainment Limited | $ 107,546 | $ 16,272 | $ 294,656 | $ (10,525) | |
| Pre-opening Costs | 1,198 | 2,449 | 2,690 | 18,648 | |
| Development Costs | -- | -- | 1,110 | -- | |
| Property Charges and Others | -- | -- | 1,025 | 91 | |
| Reclassification of accumulated losses of interest rate swap agreements from accumulated other comprehensive losses | -- | -- | 4,310 | -- | |
| Change in fair value of interest rate swap agreements | (653) | -- | (3,947) | -- | |
| Loss on extinguishment of debt | -- | -- | 25,193 | -- | |
| Costs associated with debt modification | -- | 154 | -- | 3,310 | |
| Adjusted Net Income Attributable to Melco Crown Entertainment Limited | $ 108,091 | $ 18,875 | $ 325,037 | $ 11,524 | |
| ADJUSTED NET INCOME ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED PER SHARE: | |||||
| Basic | $ 0.067 | $ 0.012 | $ 0.203 | $ 0.007 | |
| Diluted | $ 0.066 | $ 0.012 | $ 0.201 | $ 0.007 | |
| ADJUSTED NET INCOME ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED PER ADS: | |||||
| Basic | $ 0.201 | $ 0.035 | $ 0.608 | $ 0.022 | |
| Diluted | $ 0.199 | $ 0.035 | $ 0.603 | $ 0.022 | |
| WEIGHTED AVERAGE SHARES USED IN ADJUSTED NET INCOME ATTRIBUTABLE TO MELCO CROWN ENTERTAINMENT LIMITED PER SHARE CALCULATION: | |||||
| Basic | 1,616,178,241 | 1,596,247,553 | 1,604,213,324 | 1,595,552,022 | |
| Diluted | 1,628,172,182 | 1,605,102,993 | 1,616,854,682 | 1,604,929,531 | |
| Melco Crown Entertainment Limited and Subsidiaries | ||||||
| Reconciliation of Operating Income (Loss) to Adjusted EBITDA and Adjusted Property EBITDA | ||||||
| (In thousands of U.S. dollars) | ||||||
| Three Months Ended December 31, 2011 | ||||||
| Altira Macau | Mocha | City of Dreams | Studio City | Corporate and Other | Total | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Operating Income (Loss) | $ 43,626 | $ 7,187 | $ 129,648 | $ (10,316) | $ (36,170) | $ 133,975 |
| Pre-opening Costs | -- | 49 | 10 | 1,139 | -- | 1,198 |
| Depreciation and Amortization | 9,559 | 2,885 | 56,802 | 9,014 | 15,926 | 94,186 |
| Share-based Compensation | 35 | 40 | 159 | -- | 1,973 | 2,207 |
| Adjusted EBITDA | 53,220 | 10,161 | 186,619 | (163) | (18,271) | 231,566 |
| Corporate and Other Expenses | -- | -- | -- | -- | 18,271 | 18,271 |
| Adjusted Property EBITDA | $ 53,220 | $ 10,161 | $ 186,619 | $ (163) | $ -- | $ 249,837 |
| Three Months Ended December 31, 2010 | ||||||
| Altira Macau | Mocha | City of Dreams | Studio City | Corporate and Other | Total | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Operating Income (Loss) | $ 36,930 | $ 5,318 | $ 40,278 | $ -- | $ (35,273) | $ 47,253 |
| Pre-opening Costs | -- | -- | 2,449 | -- | -- | 2,449 |
| Depreciation and Amortization | 9,390 | 3,261 | 54,866 | -- | 15,386 | 82,903 |
| Share-based Compensation | 45 | 31 | 72 | -- | 1,002 | 1,150 |
| Adjusted EBITDA | 46,365 | 8,610 | 97,665 | -- | (18,885) | 133,755 |
| Corporate and Other Expenses | -- | -- | -- | -- | 18,885 | 18,885 |
| Adjusted Property EBITDA | $ 46,365 | $ 8,610 | $ 97,665 | $ -- | $ -- | $ 152,640 |
| Melco Crown Entertainment Limited and Subsidiaries | ||
| Reconciliation of Adjusted EBITDA and Adjusted Property EBITDA to Net Income | ||
| Attributable to Melco Crown Entertainment Limited | ||
| (In thousands of U.S. dollars) | ||
| Three Months Ended | ||
| December 31, | ||
| 2011 | 2010 | |
| (Unaudited) | (Unaudited) | |
| Adjusted Property EBITDA | $ 249,837 | $ 152,640 |
| Corporate and Other Expenses | (18,271) | (18,885) |
| Adjusted EBITDA | 231,566 | 133,755 |
| Pre-opening Costs | (1,198) | (2,449) |
| Depreciation and Amortization | (94,186) | (82,903) |
| Share-based Compensation | (2,207) | (1,150) |
| Interest and Other Non-Operating Expenses, Net | (31,047) | (29,868) |
| Income Tax Credit (Expense) | 906 | (1,113) |
| Net Income | 103,834 | 16,272 |
| Net Loss Attributable to Noncontrolling Interests | 3,712 | -- |
| Net Income Attributable to Melco Crown Entertainment Limited | $ 107,546 | $ 16,272 |
| Melco Crown Entertainment Limited and Subsidiaries | ||||||
| Reconciliation of Operating Income (Loss) to Adjusted EBITDA and Adjusted Property EBITDA | ||||||
| (In thousands of U.S. dollars) | ||||||
| Year Ended December 31, 2011 | ||||||
| Altira Macau | Mocha | City of Dreams | Studio City | Corporate and Other | Total | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Operating Income (Loss) | $ 207,727 | $ 29,299 | $ 367,931 | $ (16,315) | $ (143,532) | $ 445,110 |
| Pre-opening Costs | 35 | 246 | 1,270 | 1,139 | -- | 2,690 |
| Development Costs | -- | -- | -- | -- | 1,110 | 1,110 |
| Depreciation and Amortization | 38,322 | 10,737 | 224,492 | 14,876 | 62,435 | 350,862 |
| Share-based Compensation | 216 | 168 | 747 | -- | 7,493 | 8,624 |
| Property Charges and Others | -- | 25 | -- | -- | 1,000 | 1,025 |
| Adjusted EBITDA | 246,300 | 40,475 | 594,440 | (300) | (71,494) | 809,421 |
| Corporate and Other Expenses | -- | -- | -- | -- | 71,494 | 71,494 |
| Adjusted Property EBITDA | $ 246,300 | $ 40,475 | $ 594,440 | $ (300) | $ -- | $ 880,915 |
| Year Ended December 31, 2010 | ||||||
| Altira Macau | Mocha | City of Dreams | Studio City | Corporate and Other | Total | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Operating Income (Loss) | $ 95,127 | $ 15,072 | $ 108,638 | $ -- | $ (126,325) | $ 92,512 |
| Pre-opening Costs | -- | -- | 18,648 | -- | -- | 18,648 |
| Depreciation and Amortization | 39,006 | 14,625 | 198,126 | -- | 61,308 | 313,065 |
| Share-based Compensation | 20 | 122 | 602 | -- | 5,299 | 6,043 |
| Property Charges and Others | (474) | 12 | 324 | -- | 229 | 91 |
| Adjusted EBITDA | 133,679 | 29,831 | 326,338 | -- | (59,489) | 430,359 |
| Corporate and Other Expenses | -- | -- | -- | -- | 59,489 | 59,489 |
| Adjusted Property EBITDA | $ 133,679 | $ 29,831 | $ 326,338 | $ -- | $ -- | $ 489,848 |
| Melco Crown Entertainment Limited and Subsidiaries | ||
| Reconciliation of Adjusted EBITDA and Adjusted Property EBITDA to Net Income (Loss) | ||
| Attributable to Melco Crown Entertainment Limited | ||
| (In thousands of U.S. dollars) | ||
| Year Ended | ||
| December 31, | ||
| 2011 | 2010 | |
| (Unaudited) | (Unaudited) | |
| Adjusted Property EBITDA | $ 880,915 | $ 489,848 |
| Corporate and Other Expenses | (71,494) | (59,489) |
| Adjusted EBITDA | 809,421 | 430,359 |
| Pre-opening Costs | (2,690) | (18,648) |
| Development Costs | (1,110) | -- |
| Depreciation and Amortization | (350,862) | (313,065) |
| Share-based Compensation | (8,624) | (6,043) |
| Property Charges and Others | (1,025) | (91) |
| Interest and Other Non-Operating Expense, Net | (157,902) | (102,117) |
| Income Tax Credit (Expense) | 1,636 | (920) |
| Net Income (Loss) | 288,844 | (10,525) |
| Net Loss Attributable to Noncontrolling Interests | 5,812 | -- |
| Net Income (Loss) Attributable to Melco Crown Entertainment Limited | $ 294,656 | $ (10,525) |
| Melco Crown Entertainment Limited and Subsidiaries | ||||
| Supplemental Data Schedule | ||||
| Three Months Ended | Year Ended | |||
| December 31, | December 31, | |||
| 2011 | 2010 | 2011 | 2010 | |
| Room Statistics: | ||||
| Altira Macau | ||||
| Average daily rate (3) | $ 196 | $ 170 | $ 196 | $ 166 |
| Occupancy per available room | 98% | 97% | 98% | 94% |
| Revenue per available room (4) | $ 192 | $ 164 | $ 191 | $ 156 |
| City of Dreams | ||||
| Average daily rate (3) | $ 176 | $ 166 | $ 172 | $ 157 |
| Occupancy per available room | 92% | 87% | 91% | 80% |
| Revenue per available room (4) | $ 162 | $ 145 | $ 156 | $ 126 |
| Other Information: | ||||
| Altira Macau | ||||
| Average number of table games | 199 | 212 | 203 | 212 |
| Table games win per unit per day (5) | $ 20,630 | $ 18,017 | $ 22,231 | $ 15,896 |
| City of Dreams | ||||
| Average number of table games | 428 | 406 | 421 | 408 |
| Average number of gaming machines | 1,468 | 1,300 | 1,372 | 1,301 |
| Table games win per unit per day (5) | $ 21,030 | $ 15,481 | $ 19,450 | $ 13,139 |
| Gaming machines win per unit per day (6) | $ 243 | $ 250 | $ 268 | $ 219 |
| (3) Average daily rate is calculated by dividing total room revenue by total occupied rooms | ||||
| (4) Revenue per available room is calculated by dividing total room revenue by total rooms available | ||||
| (5) Table games win per unit per day is shown before discounts and commissions | ||||
| (6) Gaming machines win per unit per day is shown before deducting cost for slot points | ||||
| Investment Community, please contact: |
| Ross Dunwoody |
| Vice President, Investor Relations |
| Tel: +853 8868 8833 or +852 2598 3689 |
| Email: rossdunwoody@melco-crown.com |
| For media enquiry, please contact: |
| Maggie Ma |
| Head of Corporate Communications |
| Tel: +852 3151 3767 |
| Email: maggiema@melco-crown.com |
PHILADELPHIA--(BUSINESS WIRE)-- RAIT Financial Trust (“RAIT”) (NYSE: RAS) today announced fourth quarter and fiscal 2011 financial results.
Highlights
- Adjusted funds from operations (“AFFO”) per share of $0.30 for the quarter ended December 31, 2011, as compared to adjusted funds from operations per share of $0.16 for the quarter ended December 31, 2010.
- Operating income increased to $4.3 million during the quarter ended December 31, 2011 as compared to $1.9 million during the quarter ended December 31, 2010.
- Rental income increased to $24.8 million during the quarter ended December 31, 2011 from $20.2 million during the quarter ended December 31, 2010.
- RAIT received $79.6 million from loan repayments during the quarter ended December 31, 2011 and funded $24.5 million in loans. As of December 31, 2011, RAIT has approximately $109.5 million available for reinvestment into eligible bridge and mezzanine loans and $250 million of total capacity on two facilities for financing CMBS eligible loans.
- During the quarter ended December 31, 2011, RAIT sold $60.9 million of CMBS eligible loans into a CMBS securitization and realized a $2.8 million gain on sale of assets.
- At February 9, 2012, RAIT has $3.6 million in recourse debt obligations that are redeemable or mature prior to October 2015.
- Declared a cash dividend of $0.06 per common share for the quarter ended December 31, 2011.
Scott Schaeffer, RAIT’s Chairman and CEO, said, “2011 was a very productive year for RAIT. During 2011, we refinanced or paid off $250 million of debt, reinstated the quarterly common dividend and attracted new sources of debt capital totaling $250 million. We ended the year with $110 million of capital to re-lend into our core lending business, a portfolio of real estate with improving operations and we launched two business initiatives in the CMBS and non-listed REIT sectors. We believe we are well positioned heading into 2012.”
Fourth Quarter and Fiscal 2011 Results
RAIT reported adjusted funds from operations (“AFFO”), a non-GAAP financial measure, for the three-month period ended December 31, 2011 of $12.0 million, or $0.30 per share - diluted based on 40.5 million weighted-average shares outstanding – diluted, as compared to AFFO for the three-month period ended December 31, 2010 of $5.5 million, or $0.16 per share – diluted based on 34.3 million weighted-average shares outstanding – diluted. RAIT reported a net loss allocable to common shares for the three-month period ended December 31, 2011 of $15.6 million, or $0.39 total loss per share - diluted based on 40.5 million weighted-average shares outstanding – diluted, as compared to net income allocable to common shares for the three-month period ended December 31, 2010 of $29.5 million, or $0.86 total earnings per share – diluted based on 34.3 million weighted-average shares outstanding – diluted. The fourth quarter 2011 net loss includes $20.0 million of unrealized losses relating to non-cash mark-to-market adjustments in RAIT’s legacy Taberna portfolios and the associated hedges. Non-cash mark-to-market gains and losses are excluded from AFFO.
RAIT reported AFFO for the year ended December 31, 2011 of $36.8 million, or $0.96 per share - diluted based on 38.5 million weighted-average shares outstanding – diluted, as compared to AFFO for the year ended December 31, 2010 of $12.9 million, or $0.44 per share – diluted based on 29.4 million weighted-average shares outstanding – diluted. RAIT reported a net loss allocable to common shares for the year period ended December 31, 2011 of $51.1 million, or $1.33 total loss per share - diluted based on 38.5 million weighted-average shares outstanding – diluted, as compared to net income allocable to common shares for the year ended December 31, 2010 of $98.1 million, or $3.34 total earnings per share – diluted based on 29.4 million weighted-average shares outstanding – diluted.
A reconciliation of RAIT's reported net income (loss) allocable to common shares to its AFFO, including management's rationale for the usefulness of this non-GAAP financial measure, is included as Schedule I to this release.
RAIT also reported the following:
- CRE CDO Coverage Tests. As of the most recent reporting date, RAIT CRE CDO I, Ltd’s overcollateralization test was passing at 127.4% with a trigger of 116.2% and RAIT Preferred Funding II, Ltd’s overcollateralization test was passing at 119.1% with a trigger of 111.7%.
- Provision for losses. Provision for losses on RAIT’s commercial real estate loan portfolio decreased to $0.5 million for the quarter ended December 31, 2011 as compared to $2.5 million for the quarter ended December 31, 2010.
- Non-Accrual CRE Loans. The unpaid principal balance of RAIT’s non-accrual commercial real estate loan portfolio decreased to $54.3 million at December 31, 2011 as compared to $122.3 million at December 31, 2010.
- Investments in Real Estate. As of December 31, 2011, RAIT had investments in real estate of $891.5 million as compared to $839.2 million at December 31, 2010. During the three-months ended December 31, 2011, RAIT converted three loans, with a carrying value of $57.0 million, to owned real estate.
- Average Occupancy. The average occupancy of RAIT’s portfolio of directly held investments in real estate increased to 83.6% at December 31, 2011 from 79.2% at December 31, 2010, primarily driven by year over year occupancy increases of 3.0%, 1.4% and 9.2% in multi-family, office and retail property types, respectively.
- Dividends. On December 15, 2011, RAIT declared a fourth quarter common dividend of $0.06 per common share to shareholders of record on January 9, 2012 to be paid on January 31, 2012. On January 24, 2012, RAIT’s Board of Trustees declared a first quarter 2012 cash dividend of $0.484375 per share on RAIT’s 7.75% Series A Cumulative Redeemable Preferred Shares, $0.5234375 per share on RAIT’s 8.375% Series B Cumulative Redeemable Preferred Shares and $0.5546875 per share on RAIT’s 8.875% Series C Cumulative Redeemable Preferred Shares. The dividends are payable on April 2, 2012 to holders of record on March 1, 2012.
| Key Statistics | ||||||||||
|
(Unaudited and dollars in thousands, except per share information) |
||||||||||
|
|
As of or For the Three-Month Periods Ended |
|||||||||
| December | September | June 30, | March 31, | December | ||||||
| 31, 2011 | 30, 2011 | 2011 | 2011 | 31, 2010 | ||||||
| Financial Statistics: | ||||||||||
| Assets under management | $3,517,684 | $3,633,133 | $3,753,290 | $3,814,791 | $3,835,230 | |||||
| Total revenue | $56,923 | $60,089 | $58,863 | $58,279 | $59,057 | |||||
| Recourse debt maturing in one year (1) | $1,856 | $1,833 | $19,745 | $20,040 | $41,489 | |||||
| Earnings per share – diluted | $(0.39) | $(0.55) | $(0.53) | $0.16 | $0.86 | |||||
| Funds from Operations (“FFO”) per share | $(0.20) | $(0.36) | $(0.34) | $0.33 | $1.05 | |||||
| Adjusted Funds from Operations (“AFFO”) per share | $0.30 | $0.23 | $0.22 | $0.19 | $0.15 | |||||
| Common dividend declared | $0.06 | $0.06 | $0.06 | $0.09(2) | -(2) | |||||
|
Commercial Real Estate (“CRE”) Loan Portfolio: |
||||||||||
| CRE loans-- unpaid principal | $952,997 | $1,064,946 | $1,122,898 | $1,149,169 | $1,173,141 | |||||
| Non-accrual loans -- unpaid principal | $54,334 | $89,023 | $94,117 | $121,054 | $122,306 | |||||
| Non-accrual loans as a % of reported loans | 5.7% | 8.4% | 8.4% | 10.5% | 10.4% | |||||
| Reserve for losses | $40,565 | $50,609 | $49,906 | $58,809 | $61,731 | |||||
| Reserves as a % of non-accrual loans | 74.7% | 56.8% | 53.0% | 48.6% | 50.5% | |||||
| Provision for losses | $500 | $500 | $950 | $1,950 | $2,500 | |||||
| CRE Property Portfolio: | ||||||||||
| Reported investments in real estate | $891,502 | $849,232 | $851,916 | $859,983 | $839,192 | |||||
| Number of properties owned | 56 | 48 | 48 | 48 | 47 | |||||
| Multifamily units owned | 8,014 | 8,014 | 8,014 | 8,311 | 8,311 | |||||
| Office square feet owned | 1,786,860 | 1,786,860 | 1,786,908 | 1,786,908 | 1,632,978 | |||||
| Retail square feet owned | 1,358,257 | 1,114,250 | 1,116,171 | 1,116,063 | 1,116,112 | |||||
| Average occupancy data: | ||||||||||
| Multifamily | 88.5% | 89.8% | 88.6% | 88.0% | 85.5% | |||||
| Office | 69.2% | 68.5% | 68.8% | 70.7% | 67.8% | |||||
| Retail | 68.0% | 68.9% | 62.0% | 56.3% | 58.8% | |||||
| Total | 83.6% | 84.5% | 83.1% | 82.4% | 79.2% | |||||
| Average Rent per Unit/Square Foot (3): | ||||||||||
| Multifamily (4) | $681 | $671 | $673 | $659 | $664 | |||||
| Office (5) | $20.85 | $20.50 | $18.39 | $17.88 | $18.00 | |||||
| Retail (5) | $9.73 | $9.55 | $6.69 | $9.71 | $9.40 | |||||
| (1) | Excludes $3.6 million of our 6.875% convertible senior notes that have a final maturity in April 2027 but are redeemable in full in April 2012 at the option of the holder. Includes any principal amortization on recourse debt that is required prior to the stated maturity. | |
| (2) | On January 10, 2011, RAIT declared a 2010 annual cash dividend on its common shares of $0.09 per common share, split adjusted. The dividends were paid on January 31, 2011 to holders of record on January 21, 2011. | |
| (3) | Based on properties owned as of December 31, 2011. | |
| (4) | Average effective rent is rent per unit per month. | |
| (5) | Average effective rent is rent per square foot per year. |
Conference Call
All interested parties can listen to the live conference call webcast at 9:30 AM EST on Thursday, February 9, 2012 from the home page of the RAIT Financial Trust website at www.raitft.com or by dialing 866.831.6272, access code 15817348. For those who are not available to listen to the live call, the replay will be available shortly following the live call on RAIT’s website and telephonically until Thursday, February 16, 2012, by dialing 888.286.8010, access code 88426369.
About RAIT Financial Trust
RAIT Financial Trust manages a portfolio of real estate related assets, provides a comprehensive set of debt financing options to the real estate industry and invests in real estate-related assets. RAIT's management uses its experience, knowledge and relationship network to seek to generate and manage real estate related investment opportunities for RAIT and for outside investors. For more information, please visit www.raitft.com or call Investor Relations at 215.243.9000.
Forward-Looking Statements
This press release may contain certain 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. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, those disclosed in RAIT’s filings with the Securities and Exchange Commission.
| RAIT Financial Trust | ||||||||||||
| Consolidated Statements of Operations | ||||||||||||
| (Dollars in thousands, except share and per share information) | ||||||||||||
| (unaudited) | ||||||||||||
| For the Three-Month | For the Years | |||||||||||
| Periods Ended | Ended | |||||||||||
| December 31 | December 31 | |||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||
| Revenue: | ||||||||||||
| Interest income | $ | 30,761 | $ | 36,200 | $ | 132,351 | $ | 153,955 | ||||
| Rental income | 24,817 | 20,170 | 91,880 | 72,373 | ||||||||
| Fee and other income | 1,345 | 2,687 | 9,923 | 18,242 | ||||||||
| Total revenue | 56,923 | 59,057 | 234,154 | 244,570 | ||||||||
| Expenses: | ||||||||||||
| Interest expense | 21,265 | 22,520 | 89,649 | 96,690 | ||||||||
| Real estate operating expense | 14,314 | 13,404 | 55,285 | 51,276 | ||||||||
| Compensation expense | 4,814 | 7,028 | 23,993 | 28,732 | ||||||||
| General and administrative expense | 3,939 | 3,644 | 17,380 | 18,232 | ||||||||
| Provision for loan losses | 500 | 2,500 | 3,900 | 38,307 | ||||||||
| Depreciation and amortization | 7,822 | 8,078 | 29,490 | 28,654 | ||||||||
| Total expenses | 52,654 | 57,174 | 219,697 | 261,891 | ||||||||
| Operating income | 4,269 | 1,883 | 14,457 | (17,321) | ||||||||
| Interest and other income (expense) | 53 | 71 | 348 | 472 | ||||||||
| Gains (losses) on sale of assets | 2,919 | 10 | 6,353 | 11,626 | ||||||||
| Gains (losses) on extinguishment of debt | 461 | 20,285 | 15,001 | 71,575 | ||||||||
| Change in fair value of financial instruments | (20,041) | 10,720 | (75,154) | 45,840 | ||||||||
| Income (loss) before taxes and discontinued operations | (12,339) | 32,969 | (38,995) | 112,192 | ||||||||
| Income tax benefit (provision) | 70 | (2,086) | 538 | (1,602) | ||||||||
| Income (loss) from continuing operations | (12,269) | 30,883 | (38,457) | 110,590 | ||||||||
| Income (loss) from discontinued operations | - | 1,953 | 747 | 323 | ||||||||
| Net income (loss) | (12,269) | 32,836 | (37,710) | 110,913 | ||||||||
| (Income) loss allocated to preferred shares | (3,414) | (3,414) | (13,649) | (13,641) | ||||||||
| (Income) loss allocated to noncontrolling interests | 53 | 77 | 229 | 880 | ||||||||
| Net income (loss) allocable to common shares | $ | (15,630) | $ | 29,499 | $ | (51,130) | $ | 98,152 | ||||
| Earnings (loss) per share—Basic: | ||||||||||||
| Continuing operations | $ | (0.39) | $ | 0.82 | $ | (1.35) | $ | 3.38 | ||||
| Discontinued operations | 0.00 | 0.06 | 0.02 | 0.01 | ||||||||
| Total earnings (loss) per share—Basic | $ | (0.39) | $ | 0.88 | $ | (1.33) | $ | 3.39 | ||||
| Weighted-average shares outstanding—Basic | 40,541,750 | 33,601,259 | 38,508,086 | 28,951,422 | ||||||||
| Earnings (loss) per share—Diluted: | ||||||||||||
| Continuing operations | $ | (0.39) | $ | 0.80 | $ | (1.35) | $ | 3.33 | ||||
| Discontinued operations | 0.00 | 0.06 | 0.02 | 0.01 | ||||||||
| Total earnings (loss) per share—Diluted | $ | (0.39) | $ | 0.86 | $ | (1.33) | $ | 3.34 | ||||
| Weighted-average shares outstanding—Diluted | 40,541,750 | 34,336,550 | 38,508,086 | 29,417,337 | ||||||||
| RAIT Financial Trust | ||||||
| Consolidated Balance Sheets | ||||||
| (Dollars in thousands, except share and per share information) | ||||||
| (unaudited) | ||||||
| As of | As of | |||||
| December 31, | December 31, | |||||
| 2011 | 2010 | |||||
| Assets | ||||||
| Investments in mortgages and loans, at amortized cost: | ||||||
| Commercial mortgages, mezzanine loans, other loans and preferred equity interests | $ | 996,363 | $ | 1,219,110 | ||
| Allowance for losses | (46,082) | (69,691) | ||||
| Total investments in mortgages and loans | 950,281 | 1,149,419 | ||||
| Investments in real estate | 891,502 | 839,192 | ||||
| Investments in securities and security-related receivables, at fair value | 647,461 | 705,451 | ||||
| Cash and cash equivalents | 29,720 | 27,230 | ||||
| Restricted cash | 278,607 | 179,019 | ||||
| Accrued interest receivable | 39,455 | 37,138 | ||||
| Other assets | 39,771 | 32,840 | ||||
| Deferred financing costs, net of accumulated amortization of $11,613 and $9,943, respectively | 23,178 | 19,954 | ||||
|
Intangible assets, net of accumulated amortization of $2,337 and $1,777, respectively |
2,629 | 3,189 | ||||
| Total assets | $ | 2,902,604 | $ | 2,993,432 | ||
| Liabilities and Equity | ||||||
| Indebtedness: | ||||||
| Recourse indebtedness | $ | 169,107 | $ | 293,357 | ||
| Non-recourse indebtedness | 1,579,167 | 1,544,820 | ||||
| Total indebtedness | 1,748,274 | 1,838,177 | ||||
| Accrued interest payable | 22,541 | 19,925 | ||||
| Accounts payable and accrued expenses | 20,825 | 25,089 | ||||
| Derivative liabilities | 181,499 | 184,878 | ||||
| Deferred taxes, borrowers’ escrows and other liabilities | 9,481 | 6,833 | ||||
| Distributions payable | 5,890 | - | ||||
| Total liabilities | 1,988,510 | 2,074,902 | ||||
| Equity: | ||||||
| Shareholders’ equity: | ||||||
|
Preferred shares, $0.01 par value per share, 25,000,000 shares
authorized;
7.75% Series A cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,760,000 shares issued and outstanding |
28 | 28 | ||||
| 8.375% Series B cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,258,300 shares issued and outstanding | 23 | 23 | ||||
| 8.875% Series C cumulative redeemable preferred shares, liquidation preference $25.00 per share, 1,600,000 shares issued and outstanding | 16 | 16 | ||||
| Common shares, $0.03 par value per share, 200,000,000 shares authorized, 41,289,566 and 35,300,190 issued and outstanding | 1,236 | 1,060 | ||||
| Additional paid in capital | 1,735,969 | 1,691,681 | ||||
| Accumulated other comprehensive income (loss) | (118,294) | (127,602) | ||||
| Retained earnings (deficit) | (708,671) | (647,110) | ||||
| Total shareholders’ equity | 910,307 | 918,096 | ||||
| Noncontrolling interests | 3,787 | 434 | ||||
| Total equity | 914,094 | 918,530 | ||||
| Total liabilities and equity | $ | 2,902,604 | $ | 2,993,432 | ||
| Schedule I | ||||||||||
| RAIT Financial Trust | ||||||||||
| Reconciliation of Net income (loss) Allocable to Common Shares and | ||||||||||
| Funds From Operations (“FFO”) and | ||||||||||
| Adjusted Funds From Operations (“AFFO”) (1) | ||||||||||
| (Dollars in thousands, except share and per share amounts) | ||||||||||
| (unaudited) | ||||||||||
| For the Three- Month Periods | For the Years | |||||||||
| Ended December 31 | Ended December 31 | |||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||
| Funds From Operations (“FFO”): | ||||||||||
| Net income (loss) allocable to common shares | $ | (15,630) | $ 29,499 | $ (51,130) | $ | 98,152 | ||||
| Adjustments: | ||||||||||
| Depreciation expense | 7,602 | 7,727 | 28,407 | 28,878 | ||||||
| (Gains) Losses on sale of real estate | (120) | (963) | 98 | 1,682 | ||||||
| Funds from operations | $ | (8,148) | $ 36,263 | $ (22,625) | $ | 128,712 | ||||
| Funds from Operations per share | $ | (0.20) | $ 1.06 | $ (0.59) | $ | 4.38 | ||||
| Weighted-average shares - diluted | 40,541,750 | 34,336,550 | 38,508,086 | 29,417,337 | ||||||
| Adjusted Funds From Operations (“AFFO”): | ||||||||||
| Funds from Operations | $ | (8,148) | $ 36,263 | $ (22,625) | $ | 128,712 | ||||
| Adjustments: | ||||||||||
| Change in fair value of financial instruments | 20,041 | (10,720) | 75,154 | (45,840) | ||||||
| (Gains) Losses on debt extinguishment | (461) | (20,285) | (15,001) | (71,575) | ||||||
| Capital expenditures, net of direct financing | (422) | (97) | (1,868) | (1,233) | ||||||
| Straight-line rental adjustments | (444) | (112) | (3,227) | (72) | ||||||
| Amortization of deferred items and intangible assets | 1,341 | 410 | 3,823 | (65) | ||||||
| Share-based compensation | 145 | 72 | 541 | 2,949 | ||||||
| Adjusted Funds from Operations | $ | 12,052 | $ 5,531 | $ 36,797 | $ | 12,876 | ||||
| Adjusted Funds from Operations per share | $ | 0.30 | $ 0.16 | $ 0.96 | $ | 0.44 | ||||
| Weighted-average shares - diluted | 40,541,750 | 34,336,550 | 38,508,086 | 29,417,337 | ||||||
| (1) | We believe that funds from operations, or FFO, and adjusted funds from operations, or AFFO, each of which are non-GAAP measures, are additional appropriate measures of the operating performance of a REIT and us in particular. | |
| We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss allocated to common shares (computed in accordance with GAAP), excluding real estate-related depreciation and amortization expense, gains or losses on sales of real estate and the cumulative effect of changes in accounting principles. | ||
| AFFO is a computation made by analysts and investors to measure a real estate company's cash flow generated by operations. We calculate AFFO by adding to or subtracting from FFO: change in fair value of financial instruments; gains or losses on debt extinguishment; capital expenditures, net of any direct financing associated with those capital expenditures; straight-line rental effects; amortization of various deferred items and intangible assets; and share-based compensation. | ||
| Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance, and believes they are also useful to investors, because they facilitate an understanding of our operating performance after adjustment for certain non-cash items, such as real estate depreciation, share-based compensation and various other items required by GAAP that may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our investors with an additional useful measure to compare our financial performance to certain other REITs. | ||
| Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with U.S. GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity. References to “we”, “us”, and “our” refer to RAIT Financial Trust and its subsidiaries. | ||
RAIT Financial TrustAndres Viroslav, 215-243-9000aviroslav@raitft.com
Source: RAIT Financial Trust
MARTINSVILLE, Va.--(BUSINESS WIRE)-- GENEDGE ALLIANCE, in cooperation with The Virginia Tobacco Indemnification and Community Revitalization Commission (TIC), has awarded a grant totaling more than $200,000.00 to Innovative Wireless Technologies (IWT) Inc. to fund an Innovation Commercialization Project for accelerating high technology top line growth in the region. IWT is a wireless solutions company located in Forest, Va that has been developing products for commercial, industrial, defense and public safety markets for over 14 years. The funding is targeted toward critical testing of IWT’s Coyote Unattended Ground Sensor (Coyote UGSTM) System. Coyote UGSTM is a modern unattended sensor system that enables economical border surveillance in rugged remote terrain and is currently deployed by a number of federal agencies. It provides highly accurate, smart sensing to classify human or vehicle presence with precision and minimal false alarms.
“GENEDGE is pleased to help IWT accelerate certification of the Coyote UGSTM System. GENEDGE will provide project management for the final qualification testing for this border security related growth opportunity. With a successful launch, not only will IWT benefit, but the supply chain for this project, which is primarily located in the TIC region, will also see growth in revenues and high technology jobs,” stated Bill Donohue, the vice president of GENEDGE ALLIANCE.
IWT President and CEO Eric Hansen said, “The GENEDGE grant enables IWT to further strengthen and qualify our Coyote UGSTM product portfolio. The Coyote system provides a unique sensing and wireless capability for enhancing our national border security. Our goal is high technology growth in the TIC region. We look forward to our GENEDGE collaboration and the benefits it will provide to Central Virginia.”
"IWT is showing an excellent commitment to economic development and creating employment opportunities for the County of Bedford. The Virginia Tobacco Commission strives to support such projects and is delighted with IWT's decision to expand within our region," stated Delegate and TIC Commissioner Kathy J. Byron.
About the Innovation Grant program: The GENEDGE ALLIANCE Innovation Grant helps qualifying manufacturing and technology businesses, which fall within counties throughout the Virginia Tobacco Commission region, bring new ideas and new products to market.
Funded in cooperation with the Virginia Tobacco Indemnification Commission (TIC), the goal is to create more jobs in Virginia’s Tobacco region. Therefore, the program seeks to fund high probability commercialization opportunities for regionally manufactured products and technologies. To be eligible for participation in this program, companies must have established operations in the TIC region, operate with primary or secondary NAICS classifications from 311 up to 339, or 54171, and be registered as such with Dun and Bradstreet (D&B). Eligible expenses include market research, development, and materials, prototype development, third party proof of concept, engineering / design, and certifications through independent testing services.
GENEDGE ALLIANCE, the National Institute of Standards and Technology Manufacturing Extension Partnership (NIST MEP) affiliate for the Commonwealth of Virginia, provides a structured, innovation based commercialization program for companies interested in the innovation grant.
About GENEDGE ALLIANCE: GENEDGE helps Virginia industries compete. Since 2000, GENEDGE has reported over $2 billion in quantified economic impact for companies. GENEDGE ALLIANCE affiliates include the Manufacturing Technology Center (MTC) in Wytheville, Va., and Old Dominion University Business Gateway (ODUBG) in Norfolk, Va. For more information on GENEDGE ALLIANCE please visit www.genedge.org.
About the Virginia Tobacco Commission: The Tobacco Indemnification and Community Revitalization Commission (Virginia Tobacco Commission) is a 31‐member body created by the 1999 Virginia General Assembly. Its mission is the promotion of economic growth and development in tobacco‐dependent communities, using proceeds of the national tobacco settlement. For more information, visit www.tic.virginia.gov.
GENEDGE ALLIANCEPaul Bolesta, 804-840-1670orTICStacey Richardson, 877-807-1086
Source: GENEDGE ALLIANCE
HELSINKI, FINLAND -- (MARKET WIRE) -- 02/09/12 -- Metso Corporation's stock exchange release on February 09, 2012 at 14:30 p.m. local time
Shareholders of Metso Corporation are hereby invited to the Annual General Meeting to be held on Thursday, March 29, 2012 at 3.00 p.m. at the Helsinki Exhibition & Convention Centre at Messuaukio 1, 00520 Helsinki, Finland. Reception of registrants and the distribution of voting tickets will commence at 2.00 p.m.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for 2011
* Review by the CEO
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 1.70 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2011 and the remaining part of the profit be retained and carried further in the Company's unrestricted equity.
The dividend shall be paid to shareholders who on the dividend record date April 3, 2012 are registered in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid on April 12, 2012. All the shares in the Company are entitled to a dividend with the exception of own shares held by the Company on the dividend record date.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of members of the Board of Directors
The Nomination Board of the General Meeting proposes to the General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of 2013 be paid the following annual remuneration: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. The Nomination Board furthermore proposes that for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 is paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 is paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 is paid to the members of the Board that reside outside Europe. The Nomination Board of the General Meeting proposes that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the General Meeting's decision, to use 40% of the fixed annual remuneration for purchasing Metso Corporation shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2012 to March 21, 2012.
11. Resolution on the number of members of the Board of Directors
The Nomination Board of the General Meeting proposes that the number of members of the Board of Directors shall be seven.
12. Election of members of the Board of Directors
The Nomination Board of the General Meeting proposes that the following individuals be re-elected members of the Board of Directors: Mr. Jukka Viinanen, Mr. Mikael von Frenckell, Mr. Christer Gardell, Mr. Ozey K. Horton, Jr., Mr. Erkki Pehu-Lehtonen, and Ms. Pia Rudengren. The Nomination Board of the General Meeting further proposes that Ms. Eeva Sipil be elected as a new member of the Board of Directors. The Nomination Board of the General Meeting proposes that Jukka Viinanen be elected as Chairman of the Board of Directors and Mikael von Frenckell as Vice-Chairman of the Board of Directors. According to Section 4 of the Articles of Association the term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.
Eeva Sipil, M.Sc. (Econ), CEFA, b. 1973, has served as the Chief Financial Officer (CFO) of Cargotec Corporation since 2008. She has been a Board member of Basware Corporation since 2010. Eeva Sipil has worked for Cargotec since 2005, prior to her current role she was Senior Vice President, Investor Relations and Communications during 2005-2008. During 2002-2005 she worked for Metso Corporation as Vice President, Investor Relations. Before Metso, Eeva Sipil worked as an equity analyst at Mandatum Stockbrokers, Sampo-Leonia and Leonia Bank during 1999-2002. During 1997-1998 she worked as an associate consultant at Arkwright AB in Sweden.
Personal information and positions of trust of the proposed individuals is available on Metso's website (www.metso.com). The candidates have given their consent to the appointments.
In addition the Nomination Board of the General Meeting notes that also during the commencing term of office a personnel representative will participate as an invited expert in meetings of the Board of Directors within the limitations imposed by the Finnish Act on Personnel Representation in the Administration of Undertakings.
13. Resolution on the remuneration of the Auditor
Based on the proposal of the Audit Committee the Board of Directors proposes that the remuneration to the Auditor be paid against the Auditor's invoice and according to the principles approved by the Audit Committee.
14. Election of the Auditor
Based on the proposal of the Audit Committee the Board of Directors proposes that Ernst & Young Oy, authorized public accountants, be elected Auditor of the Company. Ernst & Young has notified that Roger Rejstrm, APA, would act as responsible auditor.
15. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the market.
Own shares may be repurchased and/or accepted as pledge in order to develop the Company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive schemes.
The repurchased shares may be held for reissue, canceled or transferred further.
The Board of Directors decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. The authorization is effective until June 30, 2013 and it cancels the authorization given to the Board of Directors by the General Meeting on March 30, 2011 to decide on the repurchase of the Company's own shares.
16. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of new shares, transfer of the Company's own shares and the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows. The amount of new shares which may be issued shall not exceed 15,000,000 shares, which corresponds to approximately 10 per cent of all shares in the Company. The amount of the Company's own shares which may be transferred shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all shares in the Company.
The Board of Directors is furthermore authorized to issue special rights referred to in Chapter 10 Section 1 of the Companies Act for the holder to receive new shares or the Company's own shares against payment so that the subscription price of the shares is to be set off against a receivable of the subscriber ("Convertible Bond"). The amount of shares which may be issued or transferred based on the special rights shall not exceed 15,000,000 shares, which corresponds to approximately 10 per cent of all shares in the Company. This aggregate number of shares is included in the aggregate numbers of shares mentioned in the previous paragraph.
The new shares may be issued and the Company's own shares may be transferred against payment or without payment.
The Board of Directors is also authorized to decide on a share issue to the Company itself without payment. The amount of shares which may be issued to the Company combined with the amount of shares to be repurchased based on authorization shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all shares in the Company.
The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may be issued and the Company's own shares transferred to the shareholders in proportion to their current shareholdings in the Company. The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may also be issued and the Company's own shares transferred in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. The deviation from the shareholders' pre-emptive rights may be carried out for example in order to develop the Company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares for incentive schemes. A directed share issue may be executed without payment only if there is an especially weighty financial reason for the Company to do so, taking the interests of all shareholders into account.
The Board of Directors decides on all other matters related to the issuance of shares and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act.
The authorization is effective until April 30, 2015, and it cancels the authorization given by the General Meeting on March 30, 2011.
17. Amendment of the Articles of Association
The Board of Directors proposes that Section 8 of the Company's Articles of Association, which concerns the notice to a General Meeting, be amended to read as follows:
"8 Notice to convene a meeting
The notice to convene a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the Company's website or by a newspaper announcement which is published in one or more widely circulated newspapers chosen by the Board of Directors or otherwise in a verifiable way no more than three (3) months and no less than three weeks before the meeting, and in any case at least nine days before the General Meeting record date referred to in Chapter 4, Section 2.2 of the Companies Act.
In order to take part in a General Meeting a shareholder must register with the Company at the latest on the date mentioned in the notice, which may not be earlier than ten (10) days before the General Meeting."
The Board of Directors further proposes that Section 10 of the Articles of Association, which concerns the obligation to redeem shares, be removed from the Articles of Association.
18. Shareholder Solidium Oy's proposal to appoint a Nomination Board
Shareholder Solidium Oy proposes the establishment of a Nomination Board comprising of shareholders or representatives of shareholders. With respect to the matter, Solidium Oy proposes that:
1. The General Meeting resolves to establish a Nomination Board comprising of shareholders or representatives of shareholders to prepare proposals for the following Annual General Meeting concerning the election and remuneration of the members of the Board of Directors.
2. The tasks of the Nomination Board are
a. to prepare the proposal for the General Meeting concerning the members of the Board of Directors;
b. to prepare the proposal for the General Meeting concerning the remuneration issues of the members of the Board of Directors;
c. to seek successor candidates for the members of the Board of Directors; and
d. to introduce the proposals for the General Meeting concerning the members of the Board of Directors and their remuneration issues.
3. The four largest shareholders or their representatives are elected to the Nomination Board and the Board additionally includes the Chairman of the Board of Directors as an expert member. The right to appoint members representing shareholders belongs to the four shareholders registered on October 1, 2012 in the shareholders' register of the Company held by Euroclear Finland Ltd who, according to the register, hold the largest share of all votes in the Company. Should a shareholder, who according to the Finnish Securities Markets Act is obliged to report certain changes in holdings (shareholder with a flagging obligation), notify the Company's Board of Directors in writing of such demand at the latest on September 28, 2012, such shareholder's holdings in several funds or registers are added together when counting the share of votes. Should a shareholder choose not to use his right to appoint, the right to appoint is transferred to the next largest shareholder according to the shareholders' register who otherwise would not have the right to appoint.
4. The Nomination Board is convened by the Chairman of the Board of Directors, and the Board elects a chairman from among its members.
5. The Nomination Board shall submit its proposals to the Board of Directors no later than on 1 February prior to the Annual General Meeting.
19. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on Metso Corporation's website at the address www.metso.com. The Annual Report of Metso Corporation including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report are available on the above-mentioned website no later than March 8, 2012. The proposals for decisions and the Financial Statements and Consolidated Financial Statements are also available at the General Meeting and copies of said documents and of this notice will be delivered to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from April 12, 2012 at the latest.
C. Instructions for the participants in the General Meeting
1. The right to participate in the General Meeting and registration
Each shareholder, who is registered on March 19, 2012 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the Company.
A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting, has to register for the meeting no later than on March 23, 2012 by giving a prior notice of participation. Such notice can be given:
a) at the address www.metso.com/agm;
b) by telephone at the number +358 10 808 300 (on weekdays between 8.00 a.m. and 6.00 p.m.);
c) by telefax at the number +358 20 484 3125; or
d) by sending a written notification to the address Metso Corporation, Ritva Tyvent-Saari, POB 1220, 00101 Helsinki Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative. The personal data given to Metso Corporation by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares who wants to participate in the General Meeting has to notify his/her registration into the temporary shareholders' register at the latest on March 26, 2012 at 10.00 a.m. A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the General Meeting record date March 19, 2012 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd.
A holder of nominee registered shares is advised to request the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of proxy documents and participation in the General Meeting from his/her custodian bank.
The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address Metso Corporation, Ritva Tyvent-Saari, POB 1220, 00101 Helsinki, Finland, before the last date for registration.
4. The total number of shares in Metso Corporation on the date of this notice
On the date of this notice February 9, 2012, the total number of shares and votes in Metso Corporation is 150,348,256, which includes 719,060 own shares held by the Company. Such own shares held by the Company do not have voting rights.
Helsinki, February 9, 2012
METSO CORPORATION
Board of Directors
Metso is a global supplier of sustainable technology and services for mining, construction, power generation, automation, recycling and the pulp and paper industries. We have about 29,000 employees in more than 50 countries. www.metso.com
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Metso Corporation via Thomson Reuters ONE
[HUG#1584185]
Further information for investors, please contact: Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel. +358 20 484 3240 Metso Corporation Harri Nikunen CFO Juha Rouhiainen VP, Investor Relations Distribution: NASDAQ OMX Helsinki Ltd Media www.metso.com
Source: Metso Corporation
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