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
second quarter and first six months ended July 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 six months of 2007,”
commented Mr. Jensen, CEO of Elmet. “We are
continuing to invest in new products, sales and marketing and
manufacturing improvements directed at growing our AEM product line.
These investments have resulted in a 9.5% increase in AEM sales in the
first six months of 2007 to both new and existing customers. While our
AEM revenue may vary quarter to quarter due to the timing of orders, we
currently expect our AEM business will experience double digit growth
for the full years 2007 and 2008.”
“Our contract lighting business caused a drag
on revenues and earnings due to a decrease in volume resulting from
weaker customer demand of incandescent filaments, a contractual
reduction in price and an increase in raw material costs,”
stated Mr. Jensen. “We currently expect that
in the second half of 2007 we will renegotiate our most significant
lighting customer’s sales contract, which
expires on December 31, 2008.”
New Production Line and New Product Development Efforts
In order to meet the anticipated demand for its AEM products, Elmet
announced that over $3.5 million is being invested to build and install
a new automated production line at its Lewiston, Maine facility. This
new line is expected to be operational in the first quarter of 2008 and
to have the capacity to produce incremental revenues of $16.0 to $20.0
million annually.
In addition, Elmet continues development of its molybdenum rotary and
flat targets and has received a prototype order to develop a consumable
molybdenum rotary product for the flat panel display market. Customer
projections indicate that the total market for this type of new
consumable molybdenum rotary product could be $10.0 to $12.0 million
over the next three years.
Elmet also continues to develop and test a proprietary alloy filament
that Elmet believes could, if successfully developed, replace the
current standard incandescent filament. Elmet believes that the alloy
would last longer than currently available incandescent filaments and
consume less energy. Mr. Jensen stated, “While
this product is still in the very early stages of development and is not
currently included in our forecasts, it is an example of how we believe
that we may be able to expand our presence in existing markets by
utilizing our expertise in AEM technology to develop more efficient and
advanced products.”
Second Quarter of 2007 Results
Sales for the second quarter of 2007 increased to $14.6 million from
$14.1 million for the second quarter of 2006, primarily as a result of
increased sales of AEM products, which were partially offset by a
reduction in sales of contract lighting products.
Sales of AEM products increased to $9.6 million for the second quarter
of 2007 from $9.2 million for the second quarter of 2006, primarily due
to continued growth in demand for products used in the medical,
semi-conductor, and furnace markets.
Contract sales, consisting of sales of lighting products under a supply
agreement, decreased to $2.5 million for the second quarter of 2007 from
$2.6 million for the second quarter of 2006, primarily due to weaker
demand for these products and a contractual reduction in price.
Sales of purchased products increased to $2.5 million for the second
quarter of 2007 from $2.3 million for the second quarter of 2006.
Gross profit decreased to approximately $4.2 million or 28.6% of revenue
for the second quarter of 2007 from $4.5 million, or 31.8% of revenue
for the second quarter of 2006. The decline in gross profit was due to a
mix shift to slightly lower margin products, increased raw material
costs, and decreased demand and lower prices for contracted lighting
products.
Elmet’s selling, general and administrative
expenses increased to $1.5 million for the second quarter of 2007 from
approximately $1.1 million for the second quarter of 2006. This increase
reflects increased depreciation expense associated with the new ERP
system and an increase in sales and marketing expense to support the
global growth plan.
Net income decreased to $1.2 million for the second quarter of 2007 from
$1.6 million for the second quarter of 2006, primarily as a result of
increased cost of sales and increased selling, general and
administrative expenses as explained above.
Backlog as of July 1, 2007 was $12.5 million, compared to $11.5 at the
end of the first quarter of 2007. 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 second quarter of 2007 excluding
non-recurring expenses related to the proposed transaction with Harbor,
as well as expenses associated with the enterprise software system,
decreased to $3.8 million compared to $4.2 million for the second
quarter of 2006. The decrease in adjusted EBITDA was primarily
attributable to a mix shift to slightly lower margin products, increased
raw material costs, increased SG&A expense and decreased demand and
lower prices for contracted lighting products.
First Six Months of 2007 Results
Sales for the first half of 2007 increased to $29.1 million from $28.5
million for the first half 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 $19.6 million for the first half of
2007 from $17.9 million for the first half of 2006, an increase of
approximately 9.5%, primarily due to continued growth in demand for
products used in the medical, semi-conductor and furnace markets.
Contract sales, consisting of sales of lighting products under a supply
agreement, decreased to $5.0 million for the first half of 2007 from
$6.3 million for the first half of 2006, a decrease of 20.6%, primarily
due to weaker demand for the incandescent products and a reduction in
the price under a supply agreement.
Sales of purchased products increased to $4.5 million for the first half
of 2007 from $4.4 million for the first half of 2006.
Gross profit decreased to approximately $9.1 million or 31.4% of revenue
for the first half of 2007 from $9.3 million, or 32.4% of revenue for
the first half of 2006. The decline in gross profit was due to a mix
shift to slightly lower margin products, decreased demand and lower
prices for contracted lighting products and increased raw material costs.
Elmet’s selling, general and administrative
expenses increased to $3.6 million for the first half of 2007 from
approximately $2.4 million for the first half of 2006, primarily as a
result of costs associated with the sale of Elmet to Harbor, increased
sales and marketing expense, as well as increased depreciation expense
associated with the new ERP system.
Net income decreased to $2.4 million for the first half of 2007 from
$3.2 million for the first half of 2006, primarily as a result of
increased cost of sales and increased selling, general and
administrative expenses as explained above.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”)
excluding non-recurring expenses related to the proposed transaction
with Harbor, as well as expenses associated with the enterprise software
system decreased to $8.1 million for the first half of 2007 compared to
$8.3 million for the first half of 2006. The decrease in adjusted EBITDA
was primarily attributable to a mix shift to slightly lower margin
products, decreased demand and lower prices for contracted lighting
products, increased raw material costs and increased SG&A expense.
The table below reconciles Elmet's unaudited adjusted EBITDA (as
described in the preceding paragraph) to Elmet's net income (loss) from
continuing operations for the quarters ended July 2, 2006 and July 1,
2007.
(in thousands)
Three Months EndedJuly 2,
Six Months EndedJuly 2,
2006
2007
2006
2007
Net income (loss)
$
1,577
$
1,184
$
3,160
$
2,372
Interest expense
697
546
1,341
1,299
Depreciation & amortization
616
926
1,232
1,773
Provision for income taxes
1,152
930
2,364
1,880
Transaction related expenses and systems implementation costs1
$
203
$
205
$
203
$
794
Adjusted EBITDA
$
4,245
$
3,791
$
8,300
$
8,118
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 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;
Elmet’s customers’
successful development of new products, market acceptance of such
products and the use of Elmet’s products in
such customers’ new products; the risk that
the new production line may not become operational on a timely or
profitable basis; the risk that customer demand will not arise at a
level necessary to fully deploy the new production line; the risk that
Elmet may not be successful in its development of new lighting filament
technology or that such technology will not be cost-effective or
otherwise accepted by the marketplace; the risk that potential new
products may experience delays before they become marketable, or that
Elmet may not manufacture such potential products on a profitable basis,
if at all; the 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.