EXHIBIT 99.1
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News Release
| | |
CONTACT: | | FOR IMMEDIATE RELEASE |
Janine Dusossoit | | |
Vice President, Investor Relations | | |
(610) 293-0600 | | |
SAFEGUARD ANNOUNCES 2004 THIRD QUARTER
AND NINE-MONTH RESULTS
Wayne, PA, October 29, 2004 –Safeguard Scientifics, Inc. (NYSE: SFE), a strategic growth partner for information technology and life sciences companies in the Time-to-Volume stage of development, today announced its operating results for the third quarter ended September 30, 2004.
As previously reported, Safeguard completed the sale of its interest in CompuCom Systems on October 1, 2004. For the third quarter of 2004 and all periods reported, CompuCom results are shown as discontinued operations.
“Our consolidated companies are making headway in their markets,” said Anthony L. Craig, President and Chief Executive Officer of Safeguard Scientifics. “While their progress is not obvious in their third quarter results, we can point to some important milestones they have achieved, including launching new products and services, winning new customers and making acquisitions.”
“Safeguard’s strong balance sheet positions us well to continue funding the growth of our companies, as well as to consider acquisitions,” said Mr. Craig. “Subsequent to the close of the third quarter, we agreed to acquire the business and substantially all of the assets of Laureate Pharma L.P., a privately held bioprocessessing and drug delivery services company. Laureate is a strong competitor in a rapidly growing sector of the biopharmaceutical industry. We expect to close this transaction in the fourth quarter of 2004.”
Financial Highlights
For the three months ended September 30, 2004, Safeguard’s consolidated revenues from continuing operations were $35.0 million, compared with $43.1 million for the third quarter of 2003. Net loss from continuing operations in the third quarter of 2004 was $19.1 million, or $0.16 per share, compared with net income from continuing operations of $17.0 million, or $0.14 per share in the third quarter of 2003. Net loss in the third quarter of 2004 was $19.1 million, or $0.16 per share, compared with net income of $18.2 million, or $0.15 per share in the third quarter of 2003. Prior year results include net gains of approximately $30 million from sales of interests in companies.
For the nine months ended September 30, 2004, revenues from continuing operations were $113.8 million compared to $125.0 million in the same period a year ago. Net loss from continuing operations was $14.6 million, or $0.12 per share, compared to a net loss of $5.8 million from continuing operations, or $0.05 per share. Net loss was $36.2 million, or $0.30 per share, compared to a net loss of $0.4 million, or $0.02 per share. The change is due to a decline in gains on sales of companies and increased losses at certain consolidated companies in 2004.
Parent Company
Parent company data includes Safeguard Scientifics and its wholly owned subsidiaries, including Alliance Consulting. As of October 27, 2004, at the parent company level, Safeguard’s cash balance was $254.0 million, and includes proceeds of approximately $128 million received from the sale of Safeguard’s interest in CompuCom Systems. On November 12, 2004, Safeguard will spend $56.4 million to redeem the balance of the 5% Subordinated Notes, including interest.
Web Cast
Safeguard will host a conference call and Web cast on October 29, 2004 at 9:00 a.m. (ET) to discuss third quarter 2004 results. Interested parties may access the live Web cast through the Safeguard Web site at www.safeguard.com. Web participants are encouraged to go to the Web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. A replay of the Web cast will be archived and available at the Web site shortly after the call.
About Safeguard
Safeguard Scientifics, Inc. (NYSE: SFE) is a committed strategic growth partner for companies in the Time-to-Volume stage of development. Time-to-Volume companies are those that are generating revenues from a commercially viable product or service, but are facing new challenges as they scale their businesses to meet market opportunities. Focused primarily on the information technology and life sciences sectors, Safeguard generally acquires majority ownership interests in companies at this stage of growth. In addition to expansion capital, Safeguard provides its companies a wide range of operating and managerial expertise to drive their successful growth to become market leaders. For more information about Safeguard and its strategy, visit www.safeguard.com.
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Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties. These forward-looking statements that could cause actual results to differ materially, include, among others, managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, the ability to execute our strategy, the uncertainty of the future performance of our companies, acquisitions and dispositions of companies, the inability to manage growth, compliance with government regulations and legal liabilities, additional financing requirements, labor disputes, the effect of economic conditions in the business sectors in which our companies operate, and other uncertainties described in the Company’s filings with the Securities and Exchange Commission. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.
NOTE TO EDITORS: Safeguard is a service mark of Safeguard Scientifics, Inc.
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Safeguard Scientifics, Inc. · 800 The Safeguard Building · 435 Devon Park Drive · Wayne, PA 19087-1945
TEL: (610) 293-0600 · FAX: (610) 293-0601 · www.safeguard.com
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Safeguard Scientifics, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
| | | | | | | | |
| | September 30, | | December 31, |
| | 2004
| | 2003
|
| | (unaudited) | | | | |
Assets | | | | | | | | |
Current Assets | | | | | | | | |
Cash and cash equivalents, restricted cash and short-term investments | | | | | | | | |
- Parent | | $ | 143,463 | | | $ | 131,065 | |
- Subsidiaries | | | 22,278 | | | | 13,800 | |
Accounts receivable | | | 30,867 | | | | 33,363 | |
Prepaid expenses and other current assets | | | 7,468 | | | | 7,278 | |
Current assets of discontinued operations | | | 297,866 | | | | 333,150 | |
| | | | | | | | |
Total current assets | | | 501,942 | | | | 518,656 | |
|
Property and equipment, net | | | 17,521 | | | | 14,873 | |
Ownership interests in and advances to companies | | | 35,537 | | | | 53,119 | |
Available-for-sale securities | | | 6,471 | | | | — | |
Intangible assets, net | | | 7,856 | | | | 10,017 | |
Goodwill | | | 91,819 | | | | 90,763 | |
Other | | | 19,529 | | | | 19,830 | |
Non-current assets of discontinued operations | | | 87,256 | | | | 129,228 | |
| | | | | | | | |
Total Assets | | $ | 767,931 | | | $ | 836,486 | |
| | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | |
Current maturities of long-term debt | | $ | 4,221 | | | $ | 11,530 | |
Current convertible subordinated notes | | | 54,763 | | | | — | |
Other current liabilities | | | 43,492 | | | | 42,763 | |
Current liabilities of discontinued operations | | | 138,439 | | | | 186,166 | |
| | | | | | | | |
Total current liabilities | | | 240,915 | | | | 240,459 | |
|
Long-term debt | | | 12,127 | | | | 2,537 | |
Minority interest | | | 21,247 | | | | 14,557 | |
Other long-term liabilities | | | 12,651 | | | | 13,152 | |
Convertible subordinated notes | | | — | | | | 200,000 | |
Convertible senior debentures | | | 150,000 | | | | — | |
Non-current liabilities of discontinued operations | | | 120,771 | | | | 129,610 | |
|
Total shareholders’ equity | | | 210,220 | | | | 236,171 | |
| | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 767,931 | | | $ | 836,486 | |
| | | | | | | | |
As a result of the sale of CompuCom, the assets and liabilities of CompuCom are reflected as a discontinued operation as of September 30, 2004 and December 31, 2003. All prior periods have been reclassified to conform to this presentation. Certain other prior year amounts have also been reclassified to conform to the current year presentation.
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Safeguard Scientifics, Inc.
Condensed Consolidated Statements of Operations
(in thousands except per share amounts)
| | | | | | | | | | | | | | | | |
| | Three Months | | Nine Months |
| | Ended September 30,
| | Ended September 30,
|
| | 2004
| | 2003
| | 2004
| | 2003
|
| | (unaudited)
| | (unaudited)
|
Revenue | | | | | | | | | | | | | | | | |
Product sales | | $ | 1,697 | | | $ | 4,773 | | | $ | 5,776 | | | $ | 12,739 | |
Service sales | | | 33,266 | | | | 38,308 | | | | 108,073 | | | | 112,228 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 34,963 | | | | 43,081 | | | | 113,849 | | | | 124,967 | |
| | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | |
Cost of sales — product | | | 588 | | | | 822 | | | | 2,070 | | | | 5,786 | |
Cost of sales — service | | | 24,664 | | | | 23,552 | | | | 72,798 | | | | 69,304 | |
Selling and service | | | 11,713 | | | | 13,248 | | | | 39,029 | | | | 41,712 | |
General and administrative | | | 13,274 | | | | 12,000 | | | | 40,792 | | | | 43,465 | |
Amortization | | | 1,089 | | | | 2,048 | | | | 3,781 | | | | 5,635 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 51,328 | | | | 51,670 | | | | 158,470 | | | | 165,902 | |
| | | | | | | | | | | | | | | | |
| | | (16,365 | ) | | | (8,589 | ) | | | (44,621 | ) | | | (40,935 | ) |
Other income (loss), net | | | (921 | ) | | | 31,205 | | | | 39,556 | | | | 48,277 | |
Impairment — related party | | | — | | | | — | | | | — | | | | (659 | ) |
Interest Income | | | 582 | | | | 605 | | | | 1,556 | | | | 1,838 | |
Interest and financing expense | | | (2,208 | ) | | | (3,082 | ) | | | (7,886 | ) | | | (9,180 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes, minority interest and equity loss | | | (18,912 | ) | | | 20,139 | | | | (11,395 | ) | | | (659 | ) |
Income tax benefit (expense) | | | 72 | | | | (163 | ) | | | (57 | ) | | | (285 | ) |
Minority interest | | | 2,543 | | | | 604 | | | | 5,885 | | | | 4,906 | |
Equity loss | | | (2,772 | ) | | | (3,613 | ) | | | (9,073 | ) | | | (9,772 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations | | | (19,069 | ) | | | 16,967 | | | | (14,640 | ) | | | (5,810 | ) |
Discontinued operations, net of income taxes | | | (54 | ) | | | 1,275 | | | | (21,578 | ) | | | 5,363 | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | (19,123 | ) | | $ | 18,242 | | | $ | (36,218 | ) | | $ | (447 | ) |
| | | | | | | | | | | | | | | | |
Basic income (loss) per share from continuing operations | | $ | (0.16 | ) | | $ | 0.14 | | | $ | (0.12 | ) | | $ | (0.05 | ) |
Basic income (loss) per share from discontinued operations | | | — | | | | 0.01 | | | | (0.18 | ) | | | 0.05 | |
| | | | | | | | | | | | | | | | |
Basic net income (loss) per share | | $ | (0.16 | ) | | $ | 0.15 | | | $ | (0.30 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per share from continuing operations (a) | | $ | (0.16 | ) | | $ | 0.14 | | | $ | (0.12 | ) | | $ | (0.05 | ) |
Diluted income (loss) per share from discontinued operations (a) | | | — | | | | 0.01 | | | | (0.18 | ) | | | 0.03 | |
| | | | | | | | | | | | | | | | |
Diluted net income (loss) per share (a) | | $ | (0.16 | ) | | $ | 0.15 | | | $ | (0.30 | ) | | $ | (0.02 | ) |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | |
— basic | | | 119,572 | | | | 118,580 | | | | 119,464 | | | | 118,365 | |
— diluted | | | 119,572 | | | | 120,622 | | | | 119,464 | | | | 118,365 | |
Certain prior year amounts have been reclassified to conform to the current year presentation.
(a) If a consolidated or equity method public company has dilutive options or securities outstanding, diluted net income (loss) per share is computed first by deducting from net income (loss) the income attributable to the potential exercise of the dilutive options or securities of the company.
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Safeguard Scientifics, Inc.
Results of Segment Operations from Continuing Operations
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 30,
| | September 30,
|
| | 2004
| | 2003
| | 2004
| | 2003
|
| | (unaudited)
| | (unaudited)
|
Revenues | | | | | | | | | | | | | | | | |
Alliance | | $ | 21,749 | | | $ | 21,744 | | | $ | 69,008 | | | $ | 65,461 | |
ChromaVision | | | 2,564 | | | | 3,079 | | | | 6,886 | | | | 8,786 | |
Mantas | | | 5,988 | | | | 7,155 | | | | 17,116 | | | | 16,103 | |
Pacific Title | | | 4,635 | | | | 7,796 | | | | 19,496 | | | | 24,702 | |
Other Companies | | | — | | | | 3,237 | | | | 1,278 | | | | 9,671 | |
| | | | | | | | | | | | | | | | |
Total Segment Results | | | 34,936 | | | | 43,011 | | | | 113,784 | | | | 124,723 | |
Other Items | | | 27 | | | | 70 | | | | 65 | | | | 244 | |
| | | | | | | | | | | | | | | | |
| | $ | 34,963 | | | $ | 43,081 | | | $ | 113,849 | | | $ | 124,967 | |
| | | | | | | | | | | | | | | | |
Operating Income (Loss) (a) | | | | | | | | | | | | | | | | |
Alliance | | $ | (1,314 | ) | | $ | 244 | | | $ | (3,571 | ) | | $ | (2,083 | ) |
ChromaVision | | | (5,700 | ) | | | (2,522 | ) | | | (14,896 | ) | | | (8,035 | ) |
Mantas | | | (2,817 | ) | | | (3,942 | ) | | | (11,332 | ) | | | (16,256 | ) |
Pacific Title | | | (1,311 | ) | | | 1,783 | | | | 947 | | | | 5,055 | |
Other Companies | | | — | | | | 305 | | | | (1,396 | ) | | | (2,350 | ) |
| | | | | | | | | | | | | | | | |
Total Segment Results | | | (11,142 | ) | | | (4,132 | ) | | | (30,248 | ) | | | (23,669 | ) |
Other Items | | | (5,223 | ) | | | (4,457 | ) | | | (14,373 | ) | | | (17,266 | ) |
| | | | | | | | | | | | | | | | |
| | $ | (16,365 | ) | | $ | (8,589 | ) | | $ | (44,621 | ) | | $ | (40,935 | ) |
| | | | | | | | | | | | | | | | |
Safeguard Share of Net Income (Loss) from Continuing Operations |
Alliance (b) | | $ | (1,393 | ) | | $ | 212 | | | $ | (3,783 | ) | | $ | (2,236 | ) |
ChromaVision (b) | | | (3,374 | ) | | | (1,661 | ) | | | (9,220 | ) | | | (5,418 | ) |
Mantas (b) | | | (2,865 | ) | | | (3,636 | ) | | | (11,651 | ) | | | (13,253 | ) |
Pacific Title (b) | | | (1,098 | ) | | | 1,834 | | | | 870 | | | | 4,337 | |
Other Companies (c) | | | (4,000 | ) | | | 27,129 | | | | 31,518 | | | | 35,699 | |
| | | | | | | | | | | | | | | | |
Total Segment Results | | | (12,730 | ) | | | 23,878 | | | | 7,734 | | | | 19,129 | |
Other Items (d) | | | (6,339 | ) | | | (6,911 | ) | | | (22,374 | ) | | | (24,939 | ) |
| | | | | | | | | | | | | | | | |
Net Income (Loss) from Continuing Operations | | $ | (19,069 | ) | | $ | 16,967 | | | $ | (14,640 | ) | | $ | (5,810 | ) |
| | | | | | | | | | | | | | | | |
As a result of the sale of CompuCom, we re-examined our operating segments in accordance with SFAS131, “Disclosures About Segments of an Enterprise.” We now report each of our consolidated companies as a separate segment. The results of operations of our other companies, in which we have less than a majority interest, as well as our ownership in funds, are reported in the “Other Companies” segment.
(a) | | Operating Income (Loss) represents the revenues less operating expenses of each segment, and excludes any allocation to minority interest. |
|
(b) | | Safeguard Share of Net Income (Loss) from Continuing Operations includes the net results of each segment, including interest, adjusted for any amount allocated to minority interest. |
|
(c) | | Other Companies includes the results of operations of our other companies, in which Safeguard has less than a majority interest, as well as our ownership in funds. Our share of Other Companies consists primarily of equity income (loss) and gains (loss) on companies, both of which are reported below the operating income (loss) line. |
|
(d) | | Other Items includes corporate expenses and incomes taxes. |
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