Harbor Acquisition Corp. (AMEX:HAC)
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Harbor Acquisition Corporation (AMEX: HAC, HAC.U, HAC.WS) (“Harbor”)
and Elmet Technologies, Inc. (“Elmet”),
announced the financial results for Elmet’s
first quarter ended April 1, 2007.
Elmet is a privately-held, fully-integrated manufacturer of custom
designed and engineered advanced enabling materials (“AEM”)
products that are manufactured primarily with molybdenum and tungsten.
On October 17, 2006, Harbor and Elmet announced they signed a definitive
agreement for Harbor to acquire Elmet. Following consummation of the
acquisition, Elmet’s current management team,
led by John S. Jensen, CEO, will continue to lead the organization and
the combined company will change its name to Elmet Technologies
Corporation.
“Elmet showed continued strength in our sales
and backlog of AEM products in the first quarter of 2007,”
commented Mr. Jensen, CEO of Elmet. “We are
continuing to invest in manufacturing improvements, new products and
sales and marketing, directed at growing our AEM product line. This
investment has manifested itself in increased AEM sales to new and
existing customers in 2007.”
Q1 2007 Results
Sales for the first quarter of 2007 increased to $14.5 million from
$14.4 million for the first quarter of 2006, primarily as a result of
increased sales of AEM products, which were partially off-set by a
reduction in sales of contract lighting products.
Sales of AEM products increased to $9.9 million for the first quarter of
2007 from $8.7 million for the first quarter of 2006, an increase of
approximately 15%, primarily due to continued growth in demand for
products used in the medical, semi-conductor, electronics and furnace
markets.
Contract sales, consisting of sales of lighting products under a supply
agreement, decreased to $2.6 million for the first quarter of 2007 from
$3.7 million for the first quarter of 2006, a decrease of 30%, primarily
due to weaker demand for these products.
Sales of purchase products decreased to $2.0 million for the first
quarter of 2007 from $2.1 million for the first quarter of 2006.
Gross profit increased to approximately $5.0 million for the first
quarter of 2007 from $4.8 million for the first quarter of 2006, as a
result of a continued shift to higher margin AEM products. Gross margin
increased to 34.3% for the first quarter of 2007 from 33.1% for the
first quarter of 2006 as a result of improved product mix and
manufacturing performance.
Elmet’s selling, general and administrative
expenses increased to $2.1 million for the first quarter of 2007 from
approximately $1.3 million for the first quarter of 2006, primarily as a
result of costs associated with the sale of Elmet to Harbor ($0.4
million), increased costs associated with the debugging and installation
of an enterprise software system ($0.2 million), and increased sales and
marketing costs ($0.1 million). Elmet believes costs associated with the
debugging and installation of its enterprise software system will cease
during the third quarter of 2007.
Net income decreased to $1.2 million for the first quarter of 2007 from
$1.6 million for the first quarter of 2006, primarily as a result of
increase selling, general and administrative expenses.
Backlog as of April 1, 2007 was $11.5 million. Backlog consists
primarily of purchase orders received for products deliverable within 90
days. Backlog should not be relied upon as indicative of Elmet’s
revenues for any future period.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”),
which is a non-GAAP measure, for the first quarter of 2007 excluding
non-recurring expenses related to the proposed transaction with Harbor,
as well as expenses associated with the enterprise software system,
increased to $4.3 million compared to $4.1 million for the first quarter
of 2006. The increase in adjusted EBITDA was primarily attributable to a
favorable mix shift to AEM products with higher margins and improved
cost controls in Elmet’s manufacturing
facility.
The table below reconciles Elmet's adjusted EBITDA (as described in the
preceding paragraph) to Elmet's net income (loss) from continuing
operations for the quarters ended April 2, 2006 and April 1, 2007.
(in thousands)
Quarter Ended
April 2, 2006
Quarter Ended
April 1, 2007
Net income (loss)
$
1,583
$
1,188
Interest expense
644
753
Depreciation and
amortization
616
847
Provision for income taxes
1,212
950
Transaction related expenses
and systems implementation
costs(1)
0
589
Adjusted EBITDA
$
4,055
$
4,327
1. Includes (i) professional service fees and expenses for the
transactions described in Harbor proxy statement, and
(ii) implementation expenses paid to information technology consultants
and temporary employees for installing and debugging Elmet’s
enterprise software system.
About Elmet Technologies, Inc.
Originally founded in 1929, Elmet was founded in late 2003 and became an
independent company in early 2004 when its current CEO Jack Jensen led
the management buyout of Elmet from its former parent, Philips
Electronics North America Corporation. Under Jensen and his management
team, Elmet has enjoyed growth by providing innovative refractory metal
solutions to OEMs serving such industries as data storage,
semiconductor, medical, electronics and lighting. Elmet now employs
approximately 240 personnel, including highly-skilled sales, design,
engineering, and production professionals at its Lewiston, Maine
headquarters. Elmet’s products are typically
custom-engineered components used in products such as medical imaging
devices, silicon wafer chip manufacturing equipment, and specialty
commercial and residential lighting applications.
About Harbor Acquisition Corporation
Based in Boston, Harbor is a publicly traded, special purpose
acquisition corporation (“SPAC”)
formed to acquire a company in the industrial or consumer products
sectors. The contemplated transaction is subject to shareholder
approval, along with certain regulatory approvals including the filing
of a proxy statement with the Securities and Exchange Commission. Upon
completion of the transaction, Harbor intends to change its corporate
name to Elmet Technologies Corporation.
Forward Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements are
based on current expectations and projections about future events and no
party assumes an obligation to update any such forward-looking
statements. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about Harbor and Elmet that
may cause actual results to be materially different from any future
results expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such
as “may,” “should,”
“could,” “would,”
“expect,” “plan,”
“anticipate,” “believe,”
“estimate,” “continue,”
or the negative of such terms or other similar expressions. Factors that
might cause our future results to differ from those statements include,
but are not limited to, the failure of Harbor’s
stockholders to approve the acquisition and the transactions
contemplated thereby; the number and percentage of Harbor’s
stockholders voting against the acquisition and electing to exercise
their redemption rights; changing interpretations of generally accepted
accounting principles; costs associated with continued compliance with
government regulations; legislation or regulatory environments,
requirements or changes adversely affecting the businesses in which
Elmet is engaged; the continued ability of Elmet to successfully execute
its business plan involving the proper management of its human resources
and assets; demand for the products and services that Elmet provides;
continued availability of, and changes in pricing for, raw materials
used by Elmet; general economic conditions; geopolitical events and
regulatory changes; as well as other relevant risks detailed in Harbor’s
filings with the Securities and Exchange Commission.
Additional Information
This communication is being made in respect of the proposed transaction
involving Elmet, its stockholders and Harbor. In connection with the
proposed transaction, Harbor will file with the Securities and Exchange
Commission a definitive proxy statement on Schedule 14A for the
stockholders of Harbor describing the proposed transaction. Harbor will
be filing other documents with the SEC as well. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISIONS, INVESTORS ARE ADVISED TO READ, WHEN AVAILABLE,
HARBOR’S DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING
BECAUSE THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION.
The definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the proposed transaction.
Stockholders will also be able to obtain a copy of the definitive proxy
statement and other documents related to the transaction that are filed
with the SEC, without charge, once available, at the SEC’s
Internet site (http://www.sec.gov) or
by directing a request to Harbor Acquisition Corporation at One Boston
Place, Suite 3630, Boston , Massachusetts 02108. As a result of the
review by the SEC of the proxy statement, Harbor may be required to make
changes to its description of the acquired business or other financial
or statistical information contained in the preliminary proxy statement
previously filed by Harbor with the SEC.
Harbor and its directors and officers and other members of management
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction with Elmet and its
stockholders. Information regarding Harbor’s
directors and executive officers is set forth in Harbor’s
final prospectus dated April 27, 2006, and the definitive proxy
statement relating to the proposed transaction with Elmet and its
stockholders when it becomes available.
Harbor’s final prospectus also contains a
description of the security holdings of the Harbor officers and
directors and of Ferris Baker Watts, the managing underwriter of
Harbor’s initial public offering consummated
on May 1, 2006, and their respective interests in the successful
consummation of this business combination.