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8-K/A - 8-K - MOCON INC | a12-18305_18ka.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE |
|
For More Information Contact |
|
|
Darrell Lee, CFO/VP |
August 14, 2012 |
|
763-493-6370 / www.mocon.com |
Corrected and Replacing
MOCON Q2 2012 Revenue Increases 45 Percent Following PBI-Dansensor Acquisition
MINNEAPOLIS, MN, August 14, 2012 MOCON, Inc. (NASDAQ: MOCO) today reported sales of $13.2 million for the second quarter ended June 30, 2012, versus $9.1 million in the comparable quarter in 2011, an increase of 45 percent, in part attributable to the addition of $4.7 million in sales from PBI-Dansensor A/S, which was acquired on April 2, 2012.
The net loss for the quarter was $142,000, or $0.03 per diluted share, compared to net income of $1.2 million or $0.22 per diluted share, in the second quarter of 2011. Excluding certain pro forma adjustments related to the acquisition of Dansensor and non-cash stock option expenses, the companys earnings totaled $1.2 million, or $0.21 per diluted share, versus $0.23 per diluted share in the comparable period of 2011. A full reconciliation between GAAP and non-GAAP financial measures reflecting the impact of certain discrete items relating to the Dansensor acquisition and non-cash stock option expense is included with the companys financial tables.
While we are disappointed to report a small loss for this quarter, our results were significantly affected by one-time expenditures attributable to our Dansensor acquisition, said Robert L. Demorest, MOCON President and CEO. We are focused on the strategic impact this acquisition has for MOCON. With the addition of Dansensors product line, we are now one of the premier worldwide providers of instruments for the modified atmosphere packaging market. We are pleased with the progress we have made with the integration of Dansensor into our organization, and are continuing to evaluate areas where we can realize additional synergies and cost savings.
Gross margin of 48 percent in the quarter was significantly lower than the companys historical levels. This was primarily due to the recognition of costs relating to purchase accounting adjustments arising out of the Dansensor acquisition. Selling, general and administrative expenses in the second quarter 2012 included costs incurred in connection with the acquisition of Dansensor totaling approximately $386,000.
Six-month sales totaled $22.4 million, an increase of 23 percent compared to $18.2 million during the first six months of 2011. Net income and diluted earnings per share were $679,000 and $0.12, respectively, for the first half of 2012, compared to $2.5 million and $0.46 for the same period in 2011. Excluding certain pro forma adjustments related to the acquisition of Dansensor and non-cash stock option expenses, the companys earnings totaled $2.0 million, or $0.34 per diluted share, versus $0.48 per diluted share in the comparable period of 2011.
Sales of the companys gas analysis products increased 13% for the quarter as shipments of total hydrocarbon analyzers primarily to the oil and gas exploration market were strong. MOCONs permeation products and service group experienced a 16 percent decline in sales for the quarter due to an unusually strong quarter in the prior year and economic concerns in many parts of the world.
With the addition of Dansensor, whose primary markets are in Europe, the companys total foreign sales for the current quarter amounted to 63 percent of consolidated sales versus to 57 percent for the second quarter in 2011. The companys total foreign and domestic consolidated sales increased 62 percent and 24 percent, respectively, in the current quarter relative to the comparable quarter in 2011.
About MOCON
MOCON is a leading provider of detectors, instruments, systems and consulting services to research laboratories, production facilities, and quality control and safety departments in the medical, pharmaceutical, food and beverage, packaging, environmental, oil and gas and other industries worldwide. See www.mocon.com for more information.
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that can be identified by words such as will, may, expect, believe, anticipate, estimate, continue, or other similar expressions. All forward-looking statements speak only as of the date of this press release. MOCON undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which the company competes, there are important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements made in this press release. These factors include, but are not limited to, the integration and performance of Dansensor, competition and technological change, worldwide economic and political stability, setbacks in product development programs, order cancellations, dependence on certain key industries, and other factors set forth in the companys Annual Report on Form 10-K for the year ended December 31, 2011 and other documents MOCON files with or furnishes to the Securities and Exchange Commission.
MOCONs shares are traded on the NASDAQ Global Market System under the symbol MOCO.
MOCON is a registered trademark of MOCON, Inc.; other trademarks are those of their respective holders.
MOCON, INC.
SUMMARY CONSOLIDATED FINANCIAL DATA
(in Thousands, Except Per Share Data)
|
|
Quarters Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
INCOME STATEMENT DATA: (unaudited) |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
Sales |
|
|
|
|
|
|
|
|
| ||||
Products |
|
$ |
12,411 |
|
$ |
8,370 |
|
$ |
20,928 |
|
$ |
16,560 |
|
Consulting services |
|
788 |
|
712 |
|
1,455 |
|
1,597 |
| ||||
Total sales |
|
13,199 |
|
9,082 |
|
22,383 |
|
18,157 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
| ||||
Products |
|
6,394 |
|
3,095 |
|
9,389 |
|
5,941 |
| ||||
Consulting services |
|
471 |
|
407 |
|
851 |
|
821 |
| ||||
Total cost of sales |
|
6,865 |
|
3,502 |
|
10,240 |
|
6,762 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
6,334 |
|
5,580 |
|
12,143 |
|
11,395 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative expenses |
|
5,600 |
|
3,149 |
|
9,378 |
|
6,354 |
| ||||
Research and development expenses |
|
1,033 |
|
686 |
|
1,766 |
|
1,243 |
| ||||
Operating income (loss) |
|
(299 |
) |
1,745 |
|
999 |
|
3,798 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income |
|
125 |
|
35 |
|
142 |
|
48 |
| ||||
Income (loss) before income taxes |
|
(174 |
) |
1,780 |
|
1,141 |
|
3,846 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income taxes (benefit) |
|
(32 |
) |
556 |
|
462 |
|
1,305 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
NET INCOME (LOSS) |
|
$ |
(142 |
) |
$ |
1,224 |
|
$ |
679 |
|
$ |
2,541 |
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
(0.03 |
) |
$ |
0.23 |
|
$ |
0.12 |
|
$ |
0.48 |
|
Diluted |
|
$ |
(0.03 |
) |
$ |
0.22 |
|
$ |
0.12 |
|
$ |
0.46 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
5,474 |
|
5,312 |
|
5,462 |
|
5,290 |
| ||||
Diluted |
|
5,474 |
|
5,584 |
|
5,692 |
|
5,529 |
|
BALANCE SHEET DATA: (unaudited) |
|
June 30, 2012 |
|
December 31, 2011 |
| ||
Assets: |
|
|
|
|
| ||
Cash and marketable securities |
|
$ |
8,238 |
|
$ |
12,731 |
|
Accounts receivable, net |
|
8,451 |
|
4,777 |
| ||
Inventories |
|
6,130 |
|
4,480 |
| ||
Other current assets |
|
1,783 |
|
1,369 |
| ||
Total current assets |
|
24,602 |
|
23,357 |
| ||
Marketable securities, noncurrent |
|
2,421 |
|
5,799 |
| ||
Property, plant and equipment, net |
|
4,972 |
|
3,175 |
| ||
Investment in affiliated company |
|
3,144 |
|
3,237 |
| ||
Goodwill, intangibles and other assets |
|
20,771 |
|
4,137 |
| ||
|
|
|
|
|
| ||
Total assets |
|
$ |
55,910 |
|
$ |
39,705 |
|
|
|
|
|
|
| ||
Liabilities and Stockholders Equity: |
|
|
|
|
| ||
Notes payable - current |
|
$ |
8,132 |
|
$ |
0 |
|
Other current liabilities |
|
7,878 |
|
6,140 |
| ||
Total noncurrent liabilities |
|
7,960 |
|
325 |
| ||
Stockholders equity |
|
31,940 |
|
33,240 |
| ||
|
|
|
|
|
| ||
Total liabilities and stockholders equity |
|
$ |
55,910 |
|
$ |
39,705 |
|
Non-GAAP Discussion
The information discussed within this release includes financial results that are in accordance with accounting principles generally accepted in the United States (GAAP). In addition, certain non-GAAP financial measures have been provided that exclude certain charges and expenses. The non-GAAP measures should be read in conjunction with the corresponding GAAP measures and should be considered in addition to, and not as an alternative or substitute for, the measures prepared in accordance with GAAP. The non-GAAP financial measures are provided in an effort to provide information that investors may deem relevant to evaluate results from the companys core business operations and to compare the companys performance with prior periods. The non-GAAP financial measures identify and exclude the following discrete items: Dansensor transaction-related expenses, amortization expenses and expenses associated with stock-based compensation required under ASC 718.
MOCON, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP TO GAAP RESULTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
|
|
Three Months Ended |
|
Three Months Ended |
| ||||||||||||||
|
|
June 30, |
|
|
|
June 30, |
|
June 30, |
|
|
|
June 30, |
| ||||||
|
|
2012 |
|
|
|
2012 |
|
2011 |
|
|
|
2011 |
| ||||||
|
|
As Reported |
|
Adjustments |
|
Non-GAAP |
|
As Reported |
|
Adjustments |
|
Non-GAAP |
| ||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Products |
|
$ |
12,411 |
|
$ |
|
|
$ |
12,411 |
|
$ |
8,370 |
|
$ |
|
|
$ |
8,370 |
|
Consulting services |
|
788 |
|
|
|
788 |
|
712 |
|
|
|
712 |
| ||||||
Total sales |
|
13,199 |
|
|
|
13,199 |
|
9,082 |
|
|
|
9,082 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Products |
|
6,394 |
|
(1,075 |
)(a),(b) |
5,319 |
|
3,095 |
|
|
|
3,095 |
| ||||||
Consulting services |
|
471 |
|
|
|
471 |
|
407 |
|
|
|
407 |
| ||||||
Total cost of sales |
|
6,865 |
|
(1,075 |
) |
5,790 |
|
3,502 |
|
|
|
3,502 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Gross profit |
|
6,334 |
|
1,075 |
|
7,409 |
|
5,580 |
|
|
|
5,580 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Selling, general and administrative expenses |
|
5,600 |
|
(565 |
)(b),(c),(d) |
5,035 |
|
3,149 |
|
(97 |
)(d) |
3,052 |
| ||||||
Research and development expenses |
|
1,033 |
|
|
|
1,033 |
|
686 |
|
|
|
686 |
| ||||||
Operating income (loss) |
|
(299 |
) |
1,640 |
|
1,341 |
|
1,745 |
|
97 |
|
1,842 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other income |
|
125 |
|
|
|
125 |
|
35 |
|
|
|
35 |
| ||||||
Income (loss) before income taxes |
|
(174 |
) |
1,640 |
|
1,466 |
|
1,780 |
|
97 |
|
1,877 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income taxes (benefit) |
|
(32 |
) |
302 |
(e) |
270 |
|
556 |
|
30 |
(e) |
586 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
NET INCOME (LOSS) |
|
$ |
(142 |
) |
$ |
1,338 |
|
$ |
1,196 |
|
$ |
1,224 |
|
$ |
67 |
|
$ |
1,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
$ |
(0.03 |
) |
$ |
0.25 |
|
$ |
0.22 |
|
$ |
0.23 |
|
$ |
0.01 |
|
$ |
0.24 |
|
Diluted |
|
$ |
(0.03 |
) |
$ |
0.24 |
|
$ |
0.21 |
|
$ |
0.22 |
|
$ |
0.01 |
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
5,474 |
|
|
|
5,474 |
|
5,312 |
|
|
|
5,312 |
| ||||||
Diluted |
|
5,474 |
|
|
|
5,713 |
|
5,584 |
|
|
|
5,584 |
|
(a) Represents the revaluation of Dansensor inventory at the time of acquisition - $865. This revaluation will not occur again in the future.
(b) Represents the amortization of intangible assets associated with the Dansensor acquisition: Cost of sales - $210, SG&A - $68.
(c) Represents the acquisition costs associated with the purchase of Dansensor - $386. Additional acquisition costs are not expected in the future.
(d) Represents non-cash stock-based compensation expense - $111 in 2012; $97 in 2011.
(e) Represents the tax expense related to non-GAAP adjustments.
MOCON, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP TO GAAP RESULTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
|
|
Six Months Ended |
|
Six Months Ended |
| ||||||||||||||
|
|
June 30, |
|
|
|
June 30, |
|
June 30, |
|
|
|
June 30, |
| ||||||
|
|
2012 |
|
|
|
2012 |
|
2011 |
|
|
|
2011 |
| ||||||
|
|
As Reported |
|
Adjustments |
|
Non-GAAP |
|
As Reported |
|
Adjustments |
|
Non-GAAP |
| ||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Products |
|
$ |
20,928 |
|
$ |
|
|
$ |
20,928 |
|
$ |
16,560 |
|
$ |
|
|
$ |
16,560 |
|
Consulting services |
|
1,455 |
|
|
|
1,455 |
|
1,597 |
|
|
|
1,597 |
| ||||||
Total sales |
|
22,383 |
|
|
|
22,383 |
|
18,157 |
|
|
|
18,157 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Products |
|
9,389 |
|
(1,075 |
)(a),(b) |
8,314 |
|
5,941 |
|
|
|
5,941 |
| ||||||
Consulting services |
|
851 |
|
|
|
851 |
|
821 |
|
|
|
821 |
| ||||||
Total cost of sales |
|
10,240 |
|
(1,075 |
) |
9,165 |
|
6,762 |
|
|
|
6,762 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Gross profit |
|
12,143 |
|
1,075 |
|
13,218 |
|
11,395 |
|
|
|
11,395 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Selling, general and administrative expenses |
|
9,378 |
|
(1,078 |
)(b),(c),(d) |
8,300 |
|
6,354 |
|
(195 |
)(d) |
6,159 |
| ||||||
Research and development expenses |
|
1,766 |
|
|
|
1,766 |
|
1,243 |
|
|
|
1,243 |
| ||||||
Operating income |
|
999 |
|
2,153 |
|
3,152 |
|
3,798 |
|
195 |
|
3,993 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other income |
|
142 |
|
|
|
142 |
|
48 |
|
|
|
48 |
| ||||||
Income before income taxes |
|
1,141 |
|
2,153 |
|
3,294 |
|
3,846 |
|
195 |
|
4,041 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income taxes |
|
462 |
|
872 |
(e) |
1,334 |
|
1,305 |
|
66 |
(e) |
1,371 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
NET INCOME |
|
$ |
679 |
|
$ |
1,281 |
|
$ |
1,960 |
|
$ |
2,541 |
|
$ |
129 |
|
$ |
2,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
$ |
0.12 |
|
$ |
0.24 |
|
$ |
0.36 |
|
$ |
0.48 |
|
$ |
0.02 |
|
$ |
0.50 |
|
Diluted |
|
$ |
0.12 |
|
$ |
0.22 |
|
$ |
0.34 |
|
$ |
0.46 |
|
$ |
0.02 |
|
$ |
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
5,462 |
|
|
|
5,462 |
|
5,290 |
|
|
|
5,290 |
| ||||||
Diluted |
|
5,692 |
|
|
|
5,692 |
|
5,529 |
|
|
|
5,529 |
|
(a) Represents the revaluation of Dansensor inventory at the time of acquisition - $865. This revaluation will not occur again in the future.
(b) Represents the amortization of intangible assets associated with the Dansensor acquisition: Cost of sales - $210, SG&A - $68.
(c) Represents the acquisition costs associated with the purchase of Dansensor - $776. Additional acquisition costs are not expected in the future.
(d) Represents non-cash stock-based compensation expense - $234 in 2012; $195 in 2011.
(e) Represents the tax expense related to non-GAAP adjustments.