Exhibit 99.1
![](https://capedge.com/proxy/8-K/0001104659-09-065503/g335921mo01i001.jpg)
CORRECTING and REPLACING STR Holdings REPORTS Third Quarter 2009 Financial Results
ENFIELD, Conn. — November 16, 2009 — In the Reconciliation of Non-GAAP Measures, please note the addition of the Tax effect of the Non-GAAP adjustments erroneously omitted, thereby reducing Non-GAAP Net Income and Non-GAAP earnings per share for each period presented. This is also reflected in The Condensed Consolidated Income Statement under the Non-GAAP earnings per share as well as in the operating highlights.
The corrected release reads:
STR Holdings Reports Third Quarter 2009 Financial Results
STR Holdings, Inc. (NYSE: STRI) today announced its consolidated financial results for the quarter and nine months ended September 30, 2009.
Third Quarter 2009 consolidated financial and operating highlights include:
· Solar Net Sales rose 19% to $35.4 million, on a quarterly sequential basis
· Quality Assurance Net Sales increased 13% to $32.0 million from the 2008 third quarter
· Operating Cash Flow of $15.7 million significantly exceeded Net Income
During the third quarter of 2009, the Company’s Solar segment net sales declined by $12.8 million, or 27%, compared to the third quarter of 2008. Solar segment adjusted EBITDA for the third quarter of 2009 was $16.5 million, compared with $21.9 million a year ago.
During 2009, the Company’s Solar segment has been negatively impacted by an oversupply of inventory in the Solar module supply chain. However, on a sequential basis, third quarter 2009 Solar sales rose 19% to $35.4 million as a result of increased sales in the United States and Europe as overall solar industry conditions have shown improvement during the quarter in key end markets including California, Germany and Italy.
STR’s Quality Assurance segment net sales for the third quarter of 2009 rose $3.6 million, or 13%, from the same quarter last year due to increased testing volume in the United States and Asia. Quality Assurance adjusted EBITDA rose to $7.1 million, up from $5.6 million a year ago.
“This quarter’s financial results reflected double digit improvement in our sequential top-line performance as well as significant growth in our cash flow generation,” stated Chairman, President and Chief Executive Officer Dennis L. Jilot. “And, while it
came as no surprise that we saw a year over year decline in our Solar segment sales, we are now seeing signs that economic conditions are improving. At the same time, we recently began shipping from our new Malaysian plant, making us the only encapsulant provider with manufacturing and distribution capabilities in North America, Europe and Asia. As such, STR is well positioned to capitalize on the solar industry’s global expansion, including the emerging China market.”
Selling, general and administrative expense for the third quarter of 2009 declined by $2.3 million, or 19% compared to the corresponding third quarter of 2008. This reduction was primarily due to lower professional fees and lower annual incentive compensation expense.
On November 12, 2009, the Company closed its initial public offering (IPO) of 12.3 million shares of common stock at $10 per share. Prior to the closing of the IPO, the Company converted from a limited liability company to a corporation and all of the Company’s outstanding units were converted into 36.7 million shares of common stock and 1.3 million shares of restricted common stock. The impact of this issuance has been applied on a retrospective basis to determine earnings per share (EPS) for each of the periods presented.
Net income for the third quarter of 2009 was $7.9 million, or $0.21 on a diluted EPS basis, compared with $8.9 million, or $0.24 on a diluted EPS basis for the corresponding 2008 period. Diluted non-GAAP EPS for the third quarter of 2009 totaled $0.28. This compares with $0.30 on a diluted non-GAAP EPS basis, for the third quarter of 2008. (See discussion of Non-GAAP Financial Measures and the reconciliation table below for details).
During the third quarter of 2009, the Company generated $15.7 million of operating cash flow, up 19% from $13.2 million of the same quarter last year. Free Cash Flow, which is defined as operating cash flow less capital expenditures, increased 137%, or $7.4 million, from the third quarter of 2008. This increase in free cash flow was primarily due to lower spending on capacity expansion and improved working capital performance. (See discussion of Non-GAAP Financial Measures and the reconciliation table below for details).
STR’s Executive Vice President and Chief Financial Officer Barry A. Morris stated, “Even in recessionary times, STR continues to deliver strong cash flow to fund future growth and provide liquidity. We will continue to focus on maintaining effective cost controls and managing working capital in order to increase shareholder value as we have demonstrated this quarter.”
About STR
STR Holdings, Inc. is a diversified global leader providing high quality, superior performance solar encapsulants to the photovoltaic module industry. It is also one of the world’s top providers of quality assurance testing, audit, inspection and responsible sourcing services. STR works with over 6,000 manufacturers, importers, raw materials suppliers and retailers around the globe to ensure that they have the highest level of confidence in the quality and safety of their products and the social standards of the supply chain producing them. Further information about STR Holdings, Inc. can be obtained via the Company’s website at www.strholdings.com.
Forward Looking Statements
This press release contains forward-looking statements that are subject to inherent risks and uncertainties. These forward-looking statements present the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business and are based on assumptions that the Company has made in light of its industry experience and perceptions of historical trends, current conditions, expected future developments and other factors management believes are appropriate under the circumstances. However, these forward-looking statements are not guarantees of future performance or financial or operating results. In addition to the risks and uncertainties discussed in this release, the Company faces risks and uncertainties that include, but are not limited to, the following: (i) demand for solar energy in general and solar modules in particular; (ii) the timing and effects of the implementation of recently announced government incentive plans for renewable energy, primarily in China and the United States.; (iii) the continual operation of the Company’s Malaysian plant which commenced shipments in August 2009; (iv) the need to utilize its existing $20 million revolving credit facility, and the ability to further access the credit markets on acceptable terms; (v) maintaining sufficient liquidity in order to fund future profitable growth and long term vitality; (vi) the continuing effects of the ongoing recession on sales in Europe for the remainder of 2009; (vii) pricing pressures and other changes in competitive markets; (viii) the impact the current negative credit markets may have on the Company or its customers or suppliers; (viii) loss of professional accreditations and memberships; (ix) the extent to which the Company may be required to write-off accounts receivable or inventory; (x) potential supply chain disruptions, including those resulting from bankruptcy filings by customers or vendors; (xi) any potential inflation of commodity costs, including paper and resin used in the Company’s encapsulants, and the Company’s ability to successfully manage any increases in these commodity costs; (xii) the impact of changes in foreign currency exchange rates on financial results, and the geographic distribution of revenues and earnings; (xiii) the impact of changes in interest rates in relation to the Company’s variable rate debt; (xiv) the impact of events that cause or may cause disruption in the Company inspection, testing, manufacturing, distribution and sales networks such as war, terrorist activities, and political unrest; and (xv) the extent and duration of the current recession in the global economy, including the timing of expected economic recovery in the United States. and abroad; (xvi) outcomes of litigation and regulatory actions; and (xvii) the other risks and uncertainties described under ‘‘Risk Factors’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 as amended (the Securities Act), with the SEC on November 9, 2009 and in subsequent periodic reports on Forms 10-K and 10-Q. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove to be incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact: | Barry Morris, Executive Vice President and Chief Financial Officer |
| (860) 749-8371 |
| barry.morris@strus.com |
| |
| Joseph Radziewicz, Controller and Principal Accounting Officer |
| (860) 749-8371 |
| joseph.radziewicz@strus.com |
| |
| Ina McGuiness, Investor Relations Consultant, ICR Inc. |
| (310) 954-1100 |
| Ina.McGuinness@icrinc.com |
STR Holdings, Inc.
CONDENSED CONSOLIDATED INCOME STATEMENT
All amounts in thousands except shares and per share amounts
| | Quarter Ended September 30, 2009 | | Quarter Ended September 30, 2008 | | Nine Months Ended September 30, 2009 | | Nine Months Ended September 30, 2008 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | |
| | | | | | | | | |
Net sales - Solar | | $ | 35,362 | | $ | 48,134 | | $ | 99,192 | | $ | 134,007 | |
Net sales - Quality Assurance | | 31,956 | | 28,333 | | 85,804 | | 79,192 | |
Total net sales | | 67,318 | | 76,467 | | 184,996 | | 213,199 | |
| | | | | | | | | |
Cost of sales - Solar | | 21,837 | | 26,324 | | 62,904 | | 69,407 | |
Cost of sales - Quality Assurance | | 20,155 | | 18,273 | | 56,259 | | 53,311 | |
Total cost of sales | | 41,992 | | 44,597 | | 119,163 | | 122,718 | |
| | | | | | | | | |
Gross profit | | 25,326 | | 31,870 | | 65,833 | | 90,481 | |
| | | | | | | | | |
Selling, general and administrative expenses | | 9,498 | | 11,771 | | 29,760 | | 33,414 | |
Bad debt expense | | 20 | | 129 | | 1,372 | | 726 | |
Operating Income | | 15,808 | | 19,970 | | 34,701 | | 56,341 | |
| | | | | | | | | |
Other income (expense) | | (3,966 | ) | (5,846 | ) | (12,020 | ) | (16,457 | ) |
Income before income tax expense | | 11,842 | | 14,124 | | 22,681 | | 39,884 | |
Income tax expense | | 3,955 | | 5,219 | | 8,551 | | 15,006 | |
Net Income | | $ | 7,887 | | $ | 8,905 | | $ | 14,130 | | $ | 24,878 | |
| | | | | | | | | |
Earnings per share: | | | | | | | | | |
Basic | | $ | 0.22 | | $ | 0.25 | | $ | 0.39 | | $ | 0.69 | |
Diluted | | $ | 0.21 | | $ | 0.24 | | $ | 0.38 | | $ | 0.67 | |
| | | | | | | | | |
* Non-GAAP earnings per share: | | | | | | | | | |
Basic | | $ | 0.29 | | $ | 0.31 | | $ | 0.58 | | $ | 0.88 | |
Diluted | | $ | 0.28 | | $ | 0.30 | | $ | 0.57 | | $ | 0.85 | |
| | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | |
Basic | | 36,665,586 | | 36,175,080 | | 36,490,833 | | 36,051,405 | |
Diluted | | 37,298,120 | | 37,398,417 | | 37,201,579 | | 37,260,225 | |
* Please refer to the reconciliation of Non-GAAP measures included in this release.
STR Holdings, Inc
CONDENSED CONSOLIDATED BALANCE SHEET
All amounts in thousands except unit amounts
| | September 30, 2009 | | December 31, 2008 | |
| | (Unaudited) | | | |
ASSETS | | | | | |
| | | | | |
CURRENT ASSETS | | | | | |
Cash, cash equivalents and short term investments | | $ | 50,340 | | $ | 27,868 | |
Accounts receivable, trade, net | | 32,453 | | 36,454 | |
Inventories | | 10,295 | | 18,771 | |
Other current assets | | 7,173 | | 7,145 | |
Total current assets | | 100,261 | | 90,238 | |
| | | | | |
Property, plant and equipment, net | | 67,403 | | 62,516 | |
Intangibles | | 442,397 | | 450,965 | |
Other noncurrent assets | | 17,554 | | 17,203 | |
Total assets | | $ | 627,615 | | $ | 620,922 | |
| | | | | |
LIABILITIES, CONTINGENTLY REDEEMABLE UNITS AND UNITHOLDERS’ EQUITY | | | | | |
| | | | | |
CURRENT LIABILITIES | | | | | |
Current portion of long-term debt | | $ | 2,023 | | $ | 2,015 | |
Interest rate swap | | 5,110 | | — | |
Other current liabilities | | 37,850 | | 45,055 | |
Total current liabilities | | 44,983 | | 47,070 | |
Long-term debt, less current portion | | 253,988 | | 255,506 | |
Interest rate swap liability | | — | | 6,013 | |
Other long-term liabilities | | 96,886 | | 97,436 | |
Total liabilities | | 395,857 | | 406,025 | |
| | | | | |
CONTINGENTLY REDEEMABLE UNITS | | 3,776 | | 2,930 | |
| | | | | |
UNITHOLDERS’ EQUITY | | | | | |
Unitholders’ equity | | 227,982 | | 211,967 | |
Total liabilities, contingently redeemable units and unitholders’ equity | | $ | 627,615 | | $ | 620,922 | |
STR Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
As of September 30, 2009
All amounts in thousands
| | Quarter Ended September 30, 2009 | | Quarter Ended September 30, 2008 | | Nine Months Ended September 30, 2009 | | Nine Months Ended September 30, 2008 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | |
OPERATING ACTIVITIES | | | | | | | | | |
Net income | | $ | 7,887 | | $ | 8,905 | | $ | 14,130 | | $ | 24,878 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | |
Depreciation | | 3,062 | | 2,203 | | 8,822 | | 6,304 | |
Amortization of intangibles | | 2,876 | | 2,875 | | 8,628 | | 8,627 | |
Amortization of deferred financing costs | | 288 | | 285 | | 863 | | 878 | |
Stock-based compensation expense | | 859 | | 413 | | 1,852 | | 1,346 | |
Unrealized (gain) loss on interest rate swap | | (316 | ) | (172 | ) | (903 | ) | 115 | |
Earnings in equity investments | | (68 | ) | (74 | ) | (227 | ) | (74 | ) |
Loss on disposal of property, plant and equipment | | — | | — | | 10 | | — | |
Provision for bad debt expense | | 20 | | 129 | | 1,372 | | 726 | |
Provision for deferred taxes | | (520 | ) | 373 | | (573 | ) | (521 | ) |
Changes in operating assets and liabilities | | 1,616 | | (1,728 | ) | 2,636 | | (3,335 | ) |
Net cash provided by operating activities | | 15,704 | | 13,209 | | 36,610 | | 38,944 | |
| | | | | | | | | |
INVESTING ACTIVITIES | | (3,832 | ) | (7,774 | ) | (14,443 | ) | (22,733 | ) |
| | | | | | | | | |
FINANCING ACTIVITIES | | (1,167 | ) | (2,753 | ) | (2,403 | ) | (3,754 | ) |
| | | | | | | | | |
Effect of exchange rate changes on cash | | 1,170 | | (1,934 | ) | 1,708 | | (774 | ) |
| | | | | | | | | |
Net increase in cash and cash equivalents | | 11,875 | | 748 | | 21,472 | | 11,683 | |
Cash and cash equivalents, Beginning of period | | 37,465 | | 32,115 | | 27,868 | | 21,180 | |
Cash and cash equivalents, End of period | | $ | 49,340 | | $ | 32,863 | | $ | 49,340 | | $ | 32,863 | |
| | | | | | | | | |
* Free cash flow | | $ | 12,872 | | $ | 5,435 | | $ | 23,167 | | $ | 16,211 | |
* Please refer to the reconciliation of Non-GAAP measures included in this release.
STR Holdings, Inc.
RECONCILIATION OF NON-GAAP MEASURES
As of September 30, 2009
All amounts in thousands except shares and per share amounts
| | Three Months Ended September 30, 2009 | | Three Months Ended September 30, 2008 | | Nine Months Ended September 30, 2009 | | Nine Months Ended September 30, 2008 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | |
Non-GAAP Earnings Per Share | | | | | | | | | |
Net Income | | $ | 7,887 | | $ | 8,905 | | $ | 14,130 | | $ | 24,878 | |
Add: | | | | | | | | | |
Amortization of deferred financing costs | | 288 | | 285 | | 863 | | 878 | |
Stock-based compensation expense | | 859 | | 413 | | 1,852 | | 1,346 | |
Intangible asset amortization expense | | 2,876 | | 2,875 | | 8,628 | | 8,627 | |
Tax effect of Non-GAAP adjustments | | (1,344 | ) | (1,320 | ) | (4,435 | ) | (4,074 | ) |
Non-GAAP net income | | $ | 10,566 | | $ | 11,158 | | $ | 21,038 | | $ | 31,655 | |
| | | | | | | | | |
Non-GAAP earnings per share: | | | | | | | | | |
Basic | | $ | 0.29 | | $ | 0.31 | | $ | 0.58 | | $ | 0.88 | |
Diluted | | $ | 0.28 | | $ | 0.30 | | $ | 0.57 | | $ | 0.85 | |
| | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | |
Basic | | 36,665,586 | | 36,175,080 | | 36,490,833 | | 36,051,405 | |
Diluted | | 37,298,120 | | 37,398,417 | | 37,201,579 | | 37,260,225 | |
| | Three Month Ended September 30, 2009 | | Three Month Ended September 30, 2008 | | Nine Months Ended September 30, 2009 | | Nine Months Ended September 30, 2008 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | |
Free Cash Flow | | | | | | | | | |
Cash flow from operations | | $ | 15,704 | | $ | 13,209 | | $ | 36,610 | | $ | 38,944 | |
Less: | | | | | | | | | |
Capital expenditures | | (2,832 | ) | (7,774 | ) | (13,443 | ) | (22,733 | ) |
| | | | | | | | | |
Free cash flow | | $ | 12,872 | | $ | 5,435 | | $ | 23,167 | | $ | 16,211 | |
Non-GAAP Financial Measures
To supplement the Company’s condensed consolidated financial statements, which statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (GAAP), the Company uses two non-GAAP financial measures called non-GAAP EPS and free cash flow. The Company defines non-GAAP EPS as net income not including the impact of amortization of deferred financing costs, stock-based compensation and intangible asset amortization expense divided by the weighted average shares outstanding. Free cash flow is defined as cash flow from operations less capital expenditures. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Our presentations of these measures, however, may not be comparable to similarly titled measures used by other companies.
Management believes that non-GAAP EPS provides meaningful supplemental information regarding the Company’s performance by excluding certain expenses that may not be indicative of the core business operating results and may help in comparing current-period results with those of prior periods as well as with its peers.
The Company believes free cash flow is an important measure of its overall liquidity and its ability to fund future growth and provide a return to shareowners. Free cash flow does not reflect, among other things, mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and acquisitions.
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