ELMWOOD PARK, N.J., Feb. 17 /PRNewswire-FirstCall/ -- Berliner Communications, Inc. (BULLETIN BOARD: BERL) ("Berliner") today announced financial results for the quarter ended December 31, 2005.
On February 18, 2005, Berliner (formally known as Novo Networks, Inc.) entered into an asset purchase agreement with the former Berliner Communications, Inc. ("Old Berliner") and BCI Communications, Inc., a Delaware corporation and our wholly-owned subsidiary, whereby BCI acquired the operations and substantially all of the assets and liabilities of Old Berliner. Since the transaction was settled through the issuance of a controlling interest in Berliner common stock, Old Berliner is deemed to be the acquirer for accounting purposes. Therefore, the transaction was accounted for as a reverse acquisition and recapitalization of Old Berliner. The accompanying consolidated Statement of Operations for the three and six months ended December 31, 2005, includes our accounts as compared to the accounts of Old Berliner for the comparable periods in 2004.
On September 16, 2005, Berliner completed a recapitalization that included the conversion of its preferred equity into common equity and the recording of a deemed dividend of approximately $19.9 million and a one share for each 300 shares reverse stock split.
Berliner reported a net income of $448,400, or $0.03 per share in the three months ended December 31, 2005 on revenues of $11.1 million, as compared to net loss of $321,100, or $4.76 per share, on revenues of $4.0 million for the same period in 2004. The weighted average number of shares outstanding was 17,034,857 and 67,414 for the three months ended December 31, 2005, and 2004, respectively.
Berliner reported a net income of $709,900, or $0.07 per share before the effect of the deemed dividend discussed above, in the six months ended December 31, 2005 on revenues of $19.8 million, as compared to net loss of $351,000, or $5.21 per share, on revenues of $7.8 million for the same period in 2004. After recording the deemed dividend of $19.9 million on the conversion of our Series B and Series D Convertible Preferred Stock, the net loss allocable to common shareholders was $19.2 million or $1.89 per share for the six months ended December 31, 2005. The weighted average number of shares outstanding was 10,185,125 and 67,414 for the six months ended December 31, 2005, and 2004, respectively.
"The seasonal characteristics of our business played out as they normally do and this was a terrific quarter for us. Our momentum is strong right now and I see some of the newer service offerings in our lineup showing nice growth," said Rich Berliner, CEO of Berliner. "We are continually looking to increase our business while reducing costs and providing great service to our customers," he added.
Berliner is headquartered in Elmwood Park, New Jersey, providing wireless carriers with comprehensive real estate site acquisition and zoning services, radio frequency and network design and engineering, infrastructure equipment construction and installation, radio transmission base station modification and project management services.
The statements in this press release, which are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, statements regarding our future prospects, the potential benefits to be obtained from our integration of the operations of Berliner Communications, Inc. or achieve the desired benefits from this acquisition, the ability to achieve our sales and profitability goals, our perception of future industry trends and the potential positive impact our business prospects, and other such statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from ours expectations. Such risks and uncertainties include, without limitation, risks detailed in our filings with the United States Securities and Exchange Commission, the risk that future trends we have identified do not materialize or if they materialize that they do not have the beneficial effect we anticipate, as well as the risk that we will not be able to successfully integrate the operations of Berliner Communications, Inc. and achieve the desired benefits from the acquisition, and risks that we may not be able to achieve our sales and profitability goals. We disclaim any intention or obligation to revise any forward-looking statements, including, without limitation, financial estimates, whether as a result of new information, future events or otherwise.
BERLINER COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended Six months ended
December 31, December 31,
2005 2004 2005 2004
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $11,107,423 $3,952,132 $19,764,788 $7,790,333
Costs of revenues 8,588,115 2,441,247 14,805,665 4,678,200
Gross margin 2,519,308 1,510,885 4,959,123 3,112,133
Selling, general and
administrative 2,241,441 1,750,601 4,285,188 3,274,067
Depreciation and
amortization 62,909 79,381 124,045 162,102
(Gain) loss on sale
of fixed assets (509) 721 (759) 4,273
Income (loss) from
operations 215,467 (319,818) 550,649 (328,309)
Other (income) expense
Interest expense 17,292 14,689 26,863 27,700
Interest income (3,342) (543) (6,188) (1,089)
Gain on sale of equity
of investment, net
of losses (163,742) --- (97,995) ---
Other (85,399) --- (84,999) ---
Income (loss) before
income taxes 450,658 (333,964) 712,968 (354,920)
Income tax expense
(recovery) 2,250 (12,900) 3,050 (3,900)
Net income (loss) $448,408 $(321,064) $709,918 $(351,020)
Deemed Series B and D
preferred dividends --- --- 19,935,779 ---
Net income (loss)
allocable to common
shareholders $448,408 $(321,064) $(19,225,861) $(351,020)
Net income (loss) per
share - basic
and diluted $0.03 $(4.76) $(1.89) $(5.21)
Weighted average
number of shares
outstanding -
basic and diluted 17,034,857 67,414 10,185,125 67,414
BERLINER COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEET
December 31, June 30,
2005 2005
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $667,322 $402,432
Accounts receivable, net of allowance
for doubtful accounts of $135,821 at
December 31, 2005 and $91,572 at
June 30, 2005 10,070,727 5,261,311
Inventories 456,626 506,615
Prepaid expenses and other current assets 304,347 516,842
11,499,022 6,687,200
LONG-TERM ASSETS
Property and equipment, net 505,443 469,855
Other assets 202,450 359,139
$12,206,915 $7,516,194
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit $533,799 $493,824
Current portion of long-term debt 440,476 425,964
Current portion of capital lease obligations 27,044 39,596
Accounts payable 4,046,296 2,209,775
Accrued liabilities 4,482,592 2,285,889
9,530,207 5,455,048
LONG-TERM LIABILITIES
Long-term debt, net of current portion 133,801 243,942
Long-term capital lease obligations,
net of current portion 15,609 10,068
149,410 254,010
COMMITMENTS --- ---
STOCKHOLDERS' EQUITY
Preferred stock --- 79
Common stock 341 13
Additional paid-in capital 12,932,324 12,922,329
Accumulated deficit (10,405,367) (11,115,285)
2,527,298 1,807,136
$12,206,915 $7,516,194
