Exhibit 99.1
Pro Forma Combined(a)
(unaudited)
| | 12 Months Ended September 30, 2005 | | 3 Months Ended December 31, 2005 | | 12 Months Ended December 31, 2005 | |
| | (unaudited) (thousands, except per share amounts) | |
Statement of Operations Data: | | | | | | | |
Net sales | | $ | 126,721 | | $ | 33,238 | | $ | 127,097 | |
Cost of sales | | 110,369 | | 32,749 | | 115,583 | |
Gross profit | | 16,352 | | 489 | | 11,514 | |
Operating expenses: | | | | | | | |
General and administrative expenses | | 13,473 | | 5,064 | | 16,591 | |
Depreciation and amortization | | 436 | | 134 | | 464 | |
Research and development | | 496 | | 1,280 | | 1,608 | |
Total operating expenses | | 14,405 | | 6,478 | | 18,663 | |
Operating income (loss) | | 1,947 | | (5,989 | ) | (7,149 | ) |
Non-operating items | | 6,159 | | 624 | | 5,329 | |
Net loss from continuing operations before taxes | | (4,212 | ) | (6,613 | ) | (12,478 | ) |
Income tax expense | | (61 | ) | — | | (61 | ) |
Net loss from continuing operations | | (4,273 | ) | (6,613 | ) | (12,539 | ) |
Deemed dividend related to beneficial conversion feature and warrants | | (9,000 | ) | — | | (9,000 | ) |
Cash dividends paid to preferred stockholders | | (341 | ) | (74 | ) | (416 | ) |
Net loss from continuing operations applicable to common stockholders | | $ | (13,614 | ) | $ | (6,687 | ) | $ | (21,955 | ) |
Basic and diluted loss from continuing operations per common share, including dividends | | $ | (0.13 | ) | $ | (0.05 | ) | $ | (0.17 | ) |
Basic and diluted weighted-average number of common shares outstanding | | 105,419 | | 125,974 | | 125,974 | |
| | | | | | | |
Other Data: | | | | | | | |
Cash | | | | | | $ | 49,076 | |
Working capital | | | | | | 65,664 | |
Total assets | | | | | | 142,030 | |
Total debt | | | | | | 53,732 | (b) |
Total stockholders’ equity | | | | | | 83,299 | |
(a) See “Unaudited Condensed Pro Forma Combined Financial Statements” for a full presentation of the underlying pro forma financial statements and related assumptions, adjustments and basis of presentation.
(b) Net of unamortized debt issuance costs of $394,000.