Exhibit 99.1
VENTURES NATIONAL, INC.
d.b.a. Titan General Holdings, Inc
44358 Old Warm Springs Blvd.
Fremont, California 94538
Telephone 978-388-5740 Fax 978-388- 3940
email: aglashow@titaneast.com.
TITAN GENERAL HOLDINGS INC., INC. ("TTGH")
CONFERENCE CALL AGENDA----
--------------------------
January 13 2004
Good afternoon and thank you for joining us today. I am Bob Ciri,
Chairman of Titan General Holdings, Inc.
Since we will be making forward-looking statements in the course of
this conference call (like the one I just made), we need to make the following
Safe Harbor Statement Under the Private Securities Litigation Act 1995 - With
the exception of historical information, the matters discussed in this
conference call are forward looking statements that involve a number of risks
and uncertainties. The actual future results of the Company could differ
significantly from those statements. Factors that could cause or contribute to
such differences include, but are not limited to: future economic, political,
competitive, and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Further, information on the Company's risk factors is contained in
the Company's quarterly, annual, and other periodic reports as filed with the
Securities and Exchange Commission. And finally, we remind you that we are
subject to Regulation FD and, accordingly, are limited in our ability to
disclose material non-public information.
This afternoon we will be reviewing our performance over the past
twelve months from the end of November of 2002 through the end of November of
2003. The first Quarter 10-Q ended November 30, 2003 will be available shortly.
We shall also be reporting on certain key events since our last conference call.
Andrew Glashow, our President, will also be reporting on
our PROGRESS. We will also hear from our new CEO, Ken Shirley, who will give you
an overview of his extensive background in the printed circuit board industry
and of our prospects for the this coming year.
I am pleased to have both Andrew Glashow and Ken Shirley joining me on
this call this afternoon. I would like to take this opportunity to congratulate
Ken on his appointment as TTGH's new chief executive officer.
As you know, I had been the chief executive officer for the past 8
months. My primary goal was to institute a turn- around of our two acquisitions
now known as Titan PCB West, Inc. and Titan PCB East, Inc., which were acquired
out of bankruptcy and a secured creditor transaction respectively. Additionally,
as part of the initial goal, we moved the entire administrative, manufacturing,
and sales facilities of Titan PCB West which was located in Santa Clara, CA to a
state- of- the- art PCB facility previously owned by Tyco and located in
Fremont, CA. That move was completed by the end of July 2003 along with
significant infrastructure changes such as a completely new ventilation system,
reinforced ceiling joist and a completely new wet process operation. Our Titan
team performed exceptionally as they completed their entire task in approx 90
days and at approx 1/3 the cost previously estimated by industry experts earlier
that year.
At the end of February of last year we acquired our east Coast facility now
known as Titan PCB East, Inc. Naturally, after many months of increasing losses
leading to their eventual shutdown and our purchase in a secured creditor
transaction, there were numerous process and facility problems to correct.
Following the completion of the move of our west coast facility we turned our
attention to correcting the problems in our East Coast facility as well as
developing new processes for operations and establishing corrective procedures
to insure a turn-around by the end of CY 2003. We are pleased to report that
based on operating results this facility and the team working there have reached
a strong base line in operations with which to build the divisions future.
Andrew Glashow our President will outline some key events and facts that have
occurred during the 12 months mentioned above. Before turning the call over to
Andrew and Ken I would like to
point out some key changes financially which we believe better illustrate the
improvement in operations quarter to quarter. The numbers that will be presented
formally in the 10Q for the first quarter of 2004 ended November 30, 2003 will
be stated according to GAAP including all non-cash stock related costs. What I
would like to speak to today are the differences between Q1 FY04 and Q4 FY03 on
an adjusted basis so as not to give effect to non-cash stock related costs
during these periods. The numbers I am presenting are from internal numbers from
Q1FY04 and are prior to our auditor's final confirmation. They should be taken
as an approximation and are not meant to supplant the numbers presented in the
formal 10Q for Q1FY04 scheduled for release shortly. Based on this statement
revenue increased 34% and our gross profit increased from 1% to 10% of sales.
Our operating loss showed a 75% improvement in Q1 of FY04 as compared to Q4 of
FY03. Our operating loss was 12% of revenue as compared to 64.8% of revenue in
the previous quarter. This is a 75% improvement. Our net loss in Q1 of FY04 was
still approximately 12% of revenue as compared to a net loss of 93% of revenue
for the previous quarter. This represented an 83% improvement in the bottom
line. Again the percentages quoted previously exclude non-cash stock related
costs. We anticipate that the non-cash stock related transaction expenses in
both G&A and interest expense (Q1FY04) categories will be approximately
$845,052.. At this point I would like to turn the call over to our President
Andrew Glashow.
(Andrew) Thanks Bob.
Good afternoon to everyone on the call. I would like to review some of the
significant events that took place over the last 2 quarters, most specifically
our new financing facility with Laurus funds. This enabled us to consolidate a
considerable majority of our expensive debt into 1 facility that enables us to
access additional capital on terms very favorable to the company as compared to
previous opportunities. We estimate that this facility will enable the company
to save $200-300k in debt related expenses a year as compared to Titan's
previous debt facilities.
I would now like to brief all of you on our outlook for the fiscal year ending
August 31,2004 and the upcoming fiscal year ending August 31, 2005. While there
can be no assurance of future performance we believe that our outlook as well as
the industries outlook are both positive.
Beginning in our first fiscal quarter of 2004 we began to experience an increase
in business. Based on a continuation of the encouraging overall industry
positive trend as well as better operating efficiency and the recent appointment
of our CEO, Ken Shirley, we are forecasting the following:
For the fiscal year ending August 31, 2004 the company is forecasting revenues
of $15-20MM and earnings before all non-cash items of 5-10 cents a share and we
see no reason why this positive trend will not continue thru fiscal year ending
August 31, 2005. To illustrate an improvement the scrap rate of our Titan PCB
East, Inc. facility has improved over 200% from earlier this year to
approximately 3.24% of shipments. Our West coast division which has had more
time to implement there program have seen sales jump 55% from May of 2003 to
December 2003.
Under the direction and leadership of our new CEO we are excited by the future
prospects for each of our operating divisions as well as the overall growth of
Titan General Holdings, Inc. At this time I would like to turn the call over to
Mr. Shirley a proven PCB industry veteran with an extensive breadth of executive
management expertise. We are extremely fortunate to have him onboard in order to
build upon our progress in operations and strengthen our sales and exploit new
business opportunities.
(Ken)...Thank you Andrew. It is my pleasure to speak with you this afternoon and
I would like to talk a little about my background and reasons for taking over as
CEO of Titan General Holdings, Inc.
I come to Titan with 30 years of Printed Circuit Board industry experience,
which includes time spent at TTM as COO and HADCO as GM. During my 7 years as GM
of the Owego NY division of HADCO it was the largest independent PCB shop in the
United States. In my experience the companies I have managed ranged from
$10-320MM in sales and from 100-1200 employees. This includes both the military
and commercial spectrum of the PCB industry. I have been involved in the
purchase and the sale of strategic operations and companies within our industry,
which in large part has been a result of increasing net and gross margins in
excess of 30%.
In looking at the opportunity with Titan I feel confident that I can utilize my
experience and skills
to lead our company to a bright future through a mix of growth in operations,
increase sales, and exploit strategic opportunities and acquisitions. I believe
that my relationships with the firms such as Thayer Capital, Bain Capital and
North American Funds will afford us access to many opportunities of which the
company may be able to take advantage.
In conclusion I am excited with the opportunity to lead the next phase of
Titan's growth and I look forward to communicating with you in the near future.
I am now going to hand the call over to Bob Ciri for closing remarks.
(Bob) Thanks very much Ken.
In conclusion we have come along way but have considerable growth and
opportunities in front of us. Given the considerations already mentioned we look
forward to having Ken's considerable knowledge and experience bring the company
to its highest potential.
I will now turn the call back to Jens at Redwood.