Berliner Communications, Inc. ("Berliner" or the "Company") (BULLETIN BOARD: BERL) , now doing business as UniTek Global Services, a premier provider of permanently outsourced infrastructure services including engineering, construction management and installation fulfillment services to companies in the wireless and wireline telecommunications, broadband cable and satellite television industries, today announced financial results for the six month period ended December 31, 2009. As previously announced, on January 27, 2010, Berliner merged with UniTek Holdings, Inc. ("UniTek") to become UniTek Global Services. As part of the transaction, the Company changed its fiscal year end from June 30 to December 31, and therefore the Company is reporting financial results for the six month transition period. These financial results relate to Berliner as a stand-alone company as it existed prior to the merger transaction, and do not include financial results for UniTek or the post-transaction combined company.
We expect to publicly announce UniTek's financial results for the year ended December 31, 2009, and pro forma financial information for the combined company, on April 12, 2010, and hold a public conference call on April 13, 2010 to discuss these results.
Financial and Business Highlights -- Closed the merger with UniTek on January 27, 2010 to become UniTek Global Services. -- Revenue for pre-transaction Berliner for the six months ended December 31, 2009 increased to $42.9 million, versus $27.6 million for same prior period, an increase of 55%. -- Pro forma revenue for the combined company is $360 million for the year ended December 31, 2009. -- Pro forma backlog for the combined company is $841 million at December 31, 2009, approximately 41% of which is expected to be completed in fiscal 2010, with Berliner contributing $28.1 million, a 190% increase over its December 31, 2008 backlog.
Company CEO Scott Hisey stated, "In January, we announced the merger of UniTek and Berliner Communications. The results we are reporting today reflect Berliner's standalone, pre-merger performance. We believe the integration of the companies is going extremely well. We are very pleased that the legacy Berliner operations have demonstrated improved performance, increased backlog and the team continues to win new business. We are confident that the investments that Berliner made in 2009 to commit to future growth will be beneficial to our combined company in 2010 and beyond."
Six Months Ended December 31, 2009 Financial Results
Total revenues for Berliner Communications increased 55% to $42.9 million for the six months ended December 31, 2009 from $27.6 million for the six months ended December 31, 2008. This increase was primarily due to securing new customers and growth in existing customer relationships in the infrastructure construction and technical services segment.
Gross profit for the six months ended December 31, 2009 was $11.0 million, or 26% gross profit margin, compared to $9.2 million, or 33% gross profit margin, in the six months ended December 31, 2008. Gross profit margins decreased in part due to a change in our business mix to pre-construction site acquisition work, and an increased investment in personnel and other resources in anticipation of fiscal 2010 growth.
Total operating expenses for the six months ended December 31, 2009 increased 13% to $12.0 million from $10.6 million for the six months ended December 31, 2008. Loss from operations decreased 17% to $1.7 million from $2.0 million in the year-ago period. Net loss allocable to common shareholders increased 348% to $5.5 million, or $(0.21) per basic and fully diluted weighted average shares outstanding (based on 26.5 million weighted average shares outstanding) from $1.2 million or $(0.05) per basic and fully diluted weighted average shares outstanding (based on 26.4 million weighted average shares outstanding) for the six months ended December 31, 2008.
EBITDA* increased from $(1.4) million to $(1.0) million, or a 26% increase, in the six months ended December 31, 2009 compared to the prior year period. A reconciliation of EBITDA to net income (loss) is as follows:
(Amount in thousands) (Unaudited) Six Months Ended December 31, ------------ 2009 2008 ---- ---- Net Income (loss) allocable to common shareholders $(5,506) $(1,228) Income tax (benefit) expense 3,635 (519) Other income including (gain) loss on sale of fixed assets (17) (361) Interest, net and amortization of deferred financing fees and accretion of debt discount 221 85 Depreciation and amortization expense 634 628 EBITDA $(1,033) $(1,395) ======= =======
At December 31, 2009, the Company had cash and cash equivalents of approximately $1.5 million and net working capital of approximately $12.5 million. Shareholders' equity decreased 25% to $16.6 million at December 31, 2009 from $22.0 million at June 30, 2009.
Conference Call:
Management will be hosting a conference call to review the Company's financial results, including the financial results of UniTek USA, LLC and the pro forma results of UniTek and Berliner as of
December 31, 2009 at 8:30 a.m. Eastern Time, Tuesday, April 13, 2010. Interested parties may access the call by calling 877-941-4774 from within the United States, or 480-629-9760 if calling internationally and requesting Conference Call 4280062. Please dial-in approximately five minutes prior to the start of the call. A replay will be available through April 27, 2010 and can be accessed by dialing 800-406-7325 (U.S.), 303-590-3030 (Int'l), passcode 4280062.
This call is being web cast by ViaVid Broadcasting and can be accessed at http://www.unitekgs.com/ or at ViaVid's website at http://www.viavid.net/ or by going to the following link http://viavid.net/dce.aspx?sid=00007306. The web cast can be accessed until April 27, 2010. To access the web cast, you will need to have the Windows Media Player on your desktop. For the free download of the Media Player please visit: http://www.microsoft.com/windows/windowsmedia/download.
About UniTek Global Services
UniTek Global Services is a premier provider of engineering, construction management and installation fulfillment services to companies specializing in the telecommunications, broadband cable, wireless and satellite industries. UniTek has created a scalable operating platform, enabling each UniTek subsidiary to deliver quality services to its Fortune 100 customers. UniTek, based in Blue Bell, PA, utilizes a diverse workforce of over 5,000 deployed throughout over 110 locations in the United States and Canada. For more information about us, please visit http://www.unitekgs.com/.
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. Such statements involve risks and uncertainties that could cause actual results to differ materially from our 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, including, but not limited to the percentage of our backlog that we expect to be completed in fiscal 2010, stock price, trading volume, top and bottom-line growth and liquidity, 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 achieve our sales and profitability goals. All forward-looking statements in this document are made as of the date hereof, based on information available to us on the date hereof, and 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. As a result of the merger with UniTek on January 27, 2010, the Company's results for the six-month period ended December 31, 2009 are not indicative of the results to be expected for any future periods.
*Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is a key indicator used by Berliner's management to evaluate operating performance. While EBITDA is not intended to replace any presentation included in these consolidated financial statements under generally accepted accounting principles (GAAP) and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, we believe this measure is useful to investors in assessing our capital expenditures and working capital requirements. This calculation may differ in method of calculation from similarly titled measures used by other companies.
tables follow BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in thousands) December 31, June 30, 2009 2009 ---- ---- ASSETS CURRENT ASSETS Cash and cash equivalents $1,518 $1,390 Accounts receivable, net of allowance for doubtful accounts of $522 and $200 at December 31, 2009 and June 30, 2009, respectively 26,573 20,116 Income tax receivable 2,251 2,659 Inventories 999 1,005 Deferred tax assets - current - 429 Prepaid expenses and other current assets 670 891 --- --- 32,011 26,490 Property and equipment, net 2,064 2,239 Amortizable intangible assets, net 353 479 Goodwill 2,284 2,284 Deferred tax assets - long-term - 2,789 Other assets 283 276 --- --- Total assets $36,995 $34,557 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $8,586 $4,644 Accrued liabilities 4,905 3,685 Line of credit 5,518 2,967 Current portion of long-term debt 333 777 Current portion of capital lease obligations 206 118 --- --- 19,548 12,191 Long-term debt, net of current portion 4 18 Long-term capital lease obligations, net of current portion 234 194 Deferred tax liabilities 146 - Other long-term liabilities 484 105 --- --- Total liabilities 20,416 12,508 COMMITMENTS STOCKHOLDERS' EQUITY Common stock 1 1 Additional paid-in capital 25,815 25,766 Accumulated deficit (9,237) (3,718) ------ ------ Total stockholders' equity 16,579 22,049 ------ ------ Total liabilities and stockholders' equity $36,995 $34,557 ======= ======= BERLINER COMMUNICATIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data) Six Months Ended Years ended ---------------- ----------- December 31, June 30, 2009 2008 2009 2008 ---- ---- ---- ---- (Unaudited) Revenue $42,885 $27,621 $54,491 $128,372 Costs of revenue 31,910 18,373 38,786 83,452 ------ ------ ------ ------ Gross profit 10,975 9,248 15,705 44,920 Selling, general and administrative expenses 12,008 10,643 20,473 25,703 Depreciation and amortization 634 628 1,285 1,190 (Gain) loss on sale of fixed assets 5 (5) (8) (11) --- --- --- --- Income (loss) from operations (1,672) (2,018) (6,045) 18,038 Other (income) expense Interest expense 198 107 208 1,359 Amortization of deferred financing fees and accretion of debt discount 30 30 60 2,031 Interest income (7) (52) (59) (71) Other income (22) (356) (373) (162) --- ---- ---- ---- Income (loss) before income taxes (1,871) (1,747) (5,881) 14,881 Income tax (benefit) expense 3,635 (519) (2,457) 6,427 ----- ---- ------ ----- Net income (loss) allocable to common shareholders $(5,506) $(1,228) $(3,424) $8,454 ======= ======= ======= ====== Net income (loss) per share: Basic $(0.21) $(0.05) $(0.13) $0.47 ====== ====== ====== ===== Diluted $(0.21) $(0.05) $(0.13) $0.31 ====== ====== ====== ===== Weighted average number of Shares outstanding: Basic 26,516 26,365 26,439 17,918 ====== ====== ====== ====== Diluted 26,516 26,365 26,439 27,166 ====== ====== ====== ======
Berliner Communications, Inc.
CONTACT: Ronald J. Lejman, Chief Financial Officer, UniTek Global
Services, Inc., +1-267-464-1703, rlejman@unitekgs.com, or Nicholas Day,
General Counsel, UniTek Global Services, Inc., +1-267-464-1799,
nday@unitekgs.com
Web Site: http://www.unitekgs.com/
