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| [December 14, 2012] |
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Emtec, Inc. Announces Fiscal 2012 Results
SPRINGFIELD, N.J. --(Business Wire)--
Emtec (News - Alert), Inc. (OTCBB: ETEC) ("Emtec" or the "Company") announced today
that for the year ended August 31, 2012, the Company reported positive
Adjusted EBITDA (as defined below) of $5.8 million, which reflects
growth of over 51% versus Adjusted EBITDA of $3.8 million for the year
ended August 31, 2011. Consulting and outsourcing revenue increased by
39% when compared to the year ended August 31, 2011.
Revenue increased to $224.6 million for fiscal year 2012 from $212.1
million in the fiscal year 2011, an increase of 5.9%. Gross Profit
increased by $4.9 million to $38.0 million for the year ended August 31,
2012 from $33.1 million for the year ended August 31, 2011 Adjusted
EBITDA, which is defined by management as net income before interest,
taxes, depreciation, amortization, impairment charges, retention
bonuses, non-essential overhead, stock-based compensation, executive
recruiting fees, severance, ERP capitalized costs, earn out liability
adjustment and stock warrant expense ("Adjusted EBITDA"), was $5.8
million for the year ended August 31, 2012 versus $3.8 million for the
year ended August 31, 2011. A reconciliation of net loss to EBITDA and
Adjusted EBITDA is attached to this press release.
EBITDA and Adjusted EBITDA are key financial metrics used by the
Company's Board of Directors and management to evaluate and measure the
Company's operating performance. These metrics are not in conformity
with generally accepted accounting principles in the United States of
America ("GAAP"). Management's calculation of EBITDA eliminates the
effect of charges primarily associated with financing decisions, tax
regulations and capital investments. Adjusted EBITDA also eliminates
certain unusual costs and reflects certain changes in the business made
by management and includes adjustments which in the opinion of
management are necessary to reflect the underlying ongoing operations of
the business. Net loss is the most comparable GAAP measure of the
Company's operating results presented in the Company's consolidated
financial statements. The Company has made a reconciliation of net
income (loss), the most closely comparable GAAP measure, to these
non-GAAP measures for the years ended August 31, 2012 and 2011 and
discussed these adjustments in this release. EBITDA and Adjusted EBITDA
should not be considered as an alternative to net loss or any other GAAP
measure of performance or liquidity, and may not be comparable to other
similarly titled measures of other companies. Management believes that
the presentation of EBITDA and Adjusted EBITDA is important to investors
because Adjusted EBITDA is used by management to evaluate financial
performance and continuing operations and to determine resource
allocation for each of our business segments.
"We have had several successes this year that led to top line growth. We
started a multi-year outsourcing deal with a new commercial client, our
Federal business posted solid growth on the top and bottom lines, and
our Education business returned to growth and profitability after three
quarters of difficult project delays. We integrated our new acquisitions
and spread their talent and expertise across our Company. Several new
hires in our practices have taken our Company to a new level including a
new head of our offshore operations and a new application services lead.
We hired new key sales talent from other large systems integrators who
bring with them years of sales experience. Our shared services
leadership was upgraded especially in our human resources, recruiting,
and MIS functions. In addition we welcomed two new Financial partners to
the table with PNC (News - Alert) Business Credit and Peachtree Equity Partners joining
the Emtec team in our second quarter. I would like to thank all our
partners and our associates who helped bring us back to growth in our
bottom line," said Dinesh Desai, Chairman, CEO, and President of Emtec.
Mr. Gregory Chandler, CFO added, "In analyzing our financial results, we
focus on Adjusted EBITDA as we frequently have significant non-cash
charges running through our income statement that have little impact on
the Company's cash flows or our operations. The impending fiscal cliff
led us to lower future projections across all our business. Even these
slight changes resulted in large goodwill and intangible impairments.
However we do believe the fundamentals of the business we are focused on
growing are extremely strong and we are generating more than enough cash
flows to meet all of our obligations. We have many exciting
opportunities in the pipeline and our backlog is growing. Our base
business, combined with profitable acquisitions, drove our gross profit
to increase by $5 million from the prior year in spite of a nearly $3
million slowdown in projects in our Education Business. Since this
business now has a strong backlog, we are in a sound position going into
2013. In addition, the restructuring from last year and a continued
focus on cost controls has enabled us to lower our SG&A costs by nearly
$7.6 million from the prior year. This was partially offset however by
the SG&A from acquired businesses by about $6.7 million. We are
continuing to focus on cost control including a recently commenced $2
million reduction of costs in our Springfield facility which we intend
to shut down by February of 2013."
About Emtec:
Emtec, established in 1964, provides technology-empowered business
solutions for world-class organizations in the enterprise, federal,
state and local government, and education markets. With offices in 14
cities in the U.S., Canada and India, Emtec is big enough to address our
client needs but small enough to care. Our local offices, highly-skilled
associates, and global delivery capabilities ensure the accessibility
and scale to align client's technology solutions with their business
needs. Emtec's singular mission is to create "Clients for Life" -
long-term relationships that deliver rapid, meaningful, and lasting
business value. Our offerings span the entire IT lifecycle: from
Consulting through Packaged, Custom, and Cloud Applications as well as a
variety of Infrastructure Services.
About PNC:
The PNC Financial Services Group, Inc. (www.pnc.com)
is one of the nation's largest diversified financial services
organizations providing retail and business banking; residential
mortgage banking; specialized services for corporations and government
entities, including corporate banking, real estate finance and
asset-based lending; wealth management and asset management. Follow @PNCNews
on Twitter (News - Alert) for breaking news, updates and announcements from PNC.
About Peachtree Equity Partners:
Based in Atlanta, Peachtree Equity Partners provides subordinated debt
and equity securities to middle market companies. Peachtree's capital is
utilized for organic growth and expansion, acquisitions,
recapitalizations, and shareholder buyouts. Peachtree targets
investments of $2-7 million in companies with $2-10 million of EBITDA.
The principals of Peachtree founded and managed the private equity
investment business of legacy Wachovia. For more information on
Peachtree, please visit www.peachtreeequity.com
or contact us at 404.870.8900.
Certain statements in this document constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of the Company or industry
results, to be materially different from any future results,
performance, or achievements expressed or implied by such
forward-looking statements. The Company's future operating results are
dependent upon many factors, including but not limited to: (i) the
Company's ability to obtain sufficient capital or a strategic business
arrangement to fund its plan of operations when needed; (ii) the
Company's ability to build the management and human resources and
infrastructure necessary to support the growth of its business; (iii)
competitive factors and developments beyond the Company's control; and
(iv) other risk factors discussed in the Company's periodic filings with
the Securities and Exchange Commission which are available for review at www.sec.gov
under "Search for Company Filings." We undertake no obligation to
publicly update or revise any forward-looking statements to reflect
changed assumptions, the occurrence of anticipated or unanticipated
events, or changes to future results over time.
|
EMTEC, INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended August 31,
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
Change
|
|
%
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
Consulting and outsourcing
|
|
|
103,438
|
|
|
|
74,538
|
|
|
|
28,900
|
|
|
38.8
|
%
|
|
Procurement services
|
|
|
121,135
|
|
|
|
137,609
|
|
|
|
(16,474
|
)
|
|
(12.0
|
)%
|
|
Total Revenues
|
|
|
224,573
|
|
|
|
212,147
|
|
|
|
12,426
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
Cost of consulting and outsourcing
|
|
|
80,132
|
|
|
|
55,695
|
|
|
|
24,437
|
|
|
43.9
|
%
|
|
Cost of procurement services
|
|
|
106,420
|
|
|
|
123,385
|
|
|
|
(16,965
|
)
|
|
(13.7
|
)%
|
|
Total Cost of Revenues
|
|
|
186,552
|
|
|
|
179,080
|
|
|
|
7,472
|
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
Consulting and outsourcing
|
|
|
23,306
|
|
|
|
18,843
|
|
|
|
4,463
|
|
|
23.7
|
%
|
|
Consulting and outsourcing %
|
|
|
22.5
|
%
|
|
|
25.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Procurement services
|
|
|
14,715
|
|
|
|
14,224
|
|
|
|
491
|
|
|
3.5
|
%
|
|
Procurement services %
|
|
|
12.1
|
%
|
|
|
10.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Profit
|
|
|
38,021
|
|
|
|
33,067
|
|
|
|
4,954
|
|
|
15.0
|
%
|
|
Total Gross Profit %
|
|
|
16.9
|
%
|
|
|
15.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses
|
|
|
32,467
|
|
|
|
33,346
|
|
|
|
(879
|
)
|
|
(2.6
|
)%
|
|
Retention bonuses to former owners of acquired entities
|
|
|
884
|
|
|
|
1,040
|
|
|
|
(156
|
)
|
|
(15.0
|
)%
|
|
Non cash operating expenses
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
420
|
|
|
|
514
|
|
|
|
(94
|
)
|
|
(18.3
|
)%
|
|
Warrant liability adjustment
|
|
|
890
|
|
|
|
57
|
|
|
|
833
|
|
|
1461.4
|
%
|
|
Earnout liability adjustment
|
|
|
557
|
|
|
|
-
|
|
|
|
557
|
|
|
NA
|
|
Impairment of identifiable intangible assets
|
|
|
4,132
|
|
|
|
-
|
|
|
|
4,132
|
|
|
NA
|
|
Impairment of goodwill
|
|
|
5,295
|
|
|
|
200
|
|
|
|
5,095
|
|
|
2547.5
|
%
|
|
Depreciation and amortization
|
|
|
5,304
|
|
|
|
3,387
|
|
|
|
1,917
|
|
|
56.6
|
%
|
|
Total operating expenses
|
|
|
49,949
|
|
|
|
38,544
|
|
|
|
11,405
|
|
|
29.6
|
%
|
|
Percent of revenues
|
|
|
22
|
%
|
|
|
18
|
%
|
|
|
|
|
|
Operating loss
|
|
|
(11,928
|
)
|
|
|
(5,477
|
)
|
|
|
(6,451
|
)
|
|
117.8
|
%
|
|
Percent of revenues
|
|
|
(5.3
|
)%
|
|
|
(2.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
Interest income - other
|
|
|
(102
|
)
|
|
|
(23
|
)
|
|
|
(79
|
)
|
|
343.5
|
%
|
|
Interest expense
|
|
|
3,298
|
|
|
|
1,110
|
|
|
|
2,188
|
|
|
197.1
|
%
|
|
Other
|
|
|
(117
|
)
|
|
|
57
|
|
|
|
(174
|
)
|
|
(305.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax benefit
|
|
|
(15,007
|
)
|
|
|
(6,621
|
)
|
|
|
(8,386
|
)
|
|
126.7
|
%
|
|
Income tax benefit
|
|
|
(2,584
|
)
|
|
|
(2,371
|
)
|
|
|
(213
|
)
|
|
9.0
|
%
|
|
Net loss
|
|
$
|
(12,423
|
)
|
|
$
|
(4,250
|
)
|
|
$
|
(8,173
|
)
|
|
192.3
|
%
|
|
Percent of revenues
|
|
|
(5.5
|
)%
|
|
|
(2.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMTEC, INC.
|
|
RECONCILIATION OF NET (News - Alert) INCOME TO EBITDA AND ADJUSTED EBITDA
|
|
(In thousands)
|
|
Year Ended August 31,
|
|
|
|
2012
|
|
2011
|
|
Change
|
|
Net income (loss)
|
|
$
|
(12,423
|
)
|
|
$
|
(4,250
|
)
|
|
$
|
(8,173
|
)
|
|
Interest expense
|
|
|
3,298
|
|
|
|
1,110
|
|
|
|
2,188
|
|
|
Income taxes
|
|
|
(2,584
|
)
|
|
|
(2,371
|
)
|
|
|
(213
|
)
|
|
Depreciation and amortization
|
|
|
5,304
|
|
|
|
3,387
|
|
|
|
1,917
|
|
|
EBITDA
|
|
|
(6,405
|
)
|
|
|
(2,124
|
)
|
|
|
(4,281
|
)
|
|
|
|
|
|
|
|
|
|
Retention bonuses (1)
|
|
|
884
|
|
|
|
1,040
|
|
|
|
|
Elimination of non-essential overhead
|
|
|
-
|
|
|
|
3,796
|
|
|
|
|
Stock based compensation (2)
|
|
|
420
|
|
|
|
612
|
|
|
|
|
Executive recruiting (3)
|
|
|
-
|
|
|
|
156
|
|
|
|
|
Severance
|
|
|
13
|
|
|
|
831
|
|
|
|
|
ERP capitalized costs (4)
|
|
|
-
|
|
|
|
(735
|
)
|
|
|
|
Earnout liability adjustment (5)
|
|
|
557
|
|
|
|
-
|
|
|
|
|
Warrant expense (6)
|
|
|
890
|
|
|
|
57
|
|
|
|
|
Impairment of identifiable intangible assets (7)
|
|
|
4,132
|
|
|
|
-
|
|
|
|
|
Impairment of goodwill (7)
|
|
|
5,295
|
|
|
|
200
|
|
|
|
|
Total Adjustments (8)
|
|
|
12,190
|
|
|
|
5,957
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
5,785
|
|
|
$
|
3,833
|
|
|
$
|
1,953
|
|
|
|
|
|
|
|
|
|
1) Expenses associated with retention bonuses which were agreed to in
connection with the closing of the Company's acquisition of Emerging
Solutions (Gnuco), Dinero, Luceo, EBAS/Aveeva, SDI and EMS, a company of
which certain assets were acquired through Koan-IT US.
2) Stock based compensation for the years ended August 31, 2012 and
2011, was $420,000 and $612,000, of which $98,000 is reflected in
selling, general and administrative expenses for the year ended August
31, 2011.
3) Reflects executive recruiting fees incurred in connection with a
management launched search for a senior executive in 2009. Management
made a one-time decision to invest in the business by hiring new senior
executives to grow the business in 2010 and thereafter.
4) Capitalization of internal resource costs associated with the
implementation of a new ERP system in FY 2011.
5) Non Cash adjustment of future contingent earnout liabilities in
connection with the acquisitions of SDI, Dinero, Covelix, and Emerging.
The earnout liabilities were recorded at fair value based on valuation
models which utilize relevant factors such as expected life and
estimated probabilities of the acquisitions achieving the performance
targets throughout the earnout periods. These earnout liabilities are
reassessed each reporting period and can result in recording additional
income or expense.
6) Expense or income related to the stock warrants issued to our
majority stockholder in August 2010, as well as the stock warrant issued
in connection with the subordinated debt financing in August 2011 and
December 2011. These warrants are "marked-to-market" each reporting
period, which can result in fluctuations in non cash income or expense
in future periods.
7) Impairment of goodwill and identifiable intangibles is a non-cash
charge that was recorded in connection with our annual goodwill
impairment testing in the 4th quarter in fiscal 2012. In 4th
quarter of fiscal 2011 we recorded an impairment charge associated with
the acquisition that ceased operation.
8) In addition to the adjustments described above, the Company has not
made adjustments for merger and acquisition related costs. The Company
may incur similar costs in future periods. The company recorded merger
and acquisition related costs of $257,000 and $542,000 for the years
ended August 31, 2012 and 2011, respectively. Effective September 1,
2009, the Company adopted the new standard for accounting for business
combinations in accordance with ASC (News - Alert) 805 "Business Combinations."

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