Intrado (NASDAQ:TRDO)
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From Dec 2019 to Dec 2024
Intrado Inc. (Nasdaq:TRDO) (www.intrado.com), a
leading provider of integrated data and telecommunications solutions,
today reported fourth-quarter growth in revenues and free cash flow.
Intrado reported fourth-quarter 2005 net income of $0.23 per
diluted share. Total revenues for the fourth quarter increased 10.0%
to $38.9 million from $35.3 million in 2004. The overall increase was
driven by growth in both Wireline and Wireless revenues, which were up
10.3% and 9.5%, respectively, over 2004.
George Heinrichs, chief executive officer of Intrado, said: "This
was the strongest operating quarter in Intrado's history. We exceeded
revenue and cash flow expectations and continued to provide
world-class service for our customers. In 2005, we responded
successfully to new regulatory challenges in VoIP, and accelerated our
efforts to bring about the next generation of 9-1-1 through our
Intelligent Emergency Network offerings."
Subsequent Event
On January 29, 2006, we entered into a merger agreement with West
Corporation, a leading provider of outsourced communication solutions.
Under the agreement, West agreed to acquire all of the outstanding
Intrado stock for $26.00 per share in cash. The total cost before
transaction expense is approximately $465 million, net of option
proceeds and cash on hand. Closing is subject to Intrado shareholder
approval and customary closing conditions. If our stockholders approve
the merger at a meeting expected to be held during the second quarter
of 2006, Intrado will be integrated into West's Communications
Services segment as a wholly owned subsidiary.
Heinrichs added, "Our combination with West will result in
stronger offerings for carriers and the public safety community -- our
team is particularly encouraged by West's commitment to the ongoing
development and expansion of our products and services for emergency
communications."
Company Highlights
During the fourth quarter, Intrado added six new wireless carriers
to its list of customers who outsource wireless E9-1-1 services. These
carriers purchased a combination of Phase I and Phase II E9-1-1
services and in some instances, position determination entity (PDE)
services.
Also during the fourth quarter, Intrado completed VoIP
interconnection agreements with all major local exchange carriers,
making it the first to deliver all the essential elements of
comprehensive VoIP coverage. Thirty-three VoIP Service Providers, with
over one million subscribers, have chosen Intrado to provide VoIP
E9-1-1 services.
Recently Intrado announced new applications related to Intrado(R)
Intelligent Emergency Network(TM) (IEN), Intrado's next generation,
IP-based emergency communications services network. The new IEN
applications bridge the technology gap between current and next
generation 9-1-1 capabilities. The new services, Intrado ALI
Management, 9-1-1 Routing and The Application Framework, enable the
nation's public safety answering points (PSAPs) to take advantage of
next generation 9-1-1 capabilities that can improve their ability to
route and manage 9-1-1 calls, streamline interagency collaboration and
support new communications and data types.
Intrado announced an alliance with MedicAlert(R) to provide
personalized medical data for 9-1-1 calls as it continued to roll out
IEN. The agreement will provide first responders with vital medical
information earlier in the response cycle, enabling them to better
prepare for and deliver critical services when someone makes a 9-1-1
call.
Recently, Intrado expanded its VoIP 9-1-1 offerings to support the
enterprise market. Intrado V9-1-1 for Enterprise will allow
enterprises that use multi-line telephone systems (MLTS) with an
Internet Protocol Private Branch Exchange (IP-PBX) to address critical
employee safety issues. Xtend Communications and RedSky Technologies
signed agreements with Intrado to market the solution to their
enterprise customers.
Fourth-Quarter Operational Highlights
Wireline. Revenue was $23.7 million in the fourth quarter of 2005,
up 10.3% from $21.5 million in the fourth quarter of 2004.
Wireless. Revenue was $15.1 million in the fourth quarter of 2005,
up 9.5% from $13.8 million in the fourth quarter of 2004.
Direct Expenses. Fourth-quarter direct expenses were $20.6
million, compared to $18.0 million in the year-ago quarter (excluding
the impact of a goodwill impairment charge of $14.2 million in Q4
2004), an increase of 14.7%. This was driven by our investment in the
IEN VoIP Peering Network.
Indirect Overhead Expenses. Total indirect overhead expenses
increased 2.8% to $11.9 million in the fourth quarter of 2005,
compared to the same period in 2004. Total indirect overhead expenses
are defined as sales and marketing expenses of $5.9 million, general
and administrative expenses of $5.2 million and research and
development expenses of $0.8 million. During the fourth quarter of
2004, indirect overhead expenses were $11.6 million and consisted of
$5.3 million of sales and marketing expenses, $5.5 million of general
and administrative expenses and $0.8 million of research and
development expenses.
Intrado had $65.6 million in cash and cash equivalents at December
31, 2005. At year end, Intrado had $17.3 million available under its
revolving line of credit with GE Capital and an additional $7.5
million under existing capital lease facilities.
Days sales outstanding (DSOs) were 36 days at December 31, 2005,
down from 43 days at September 30, 2005. DSOs is defined as gross
accounts receivable plus unbilled revenue divided by total quarterly
revenue, multiplied by 90 days.
Fourth-Quarter Financial Results
-- For the three months ended December 31, 2005, the Company
reported revenue of $38.9 million, up 10.0% from $35.3 million
in the fourth quarter last year.
-- Net income for the fourth quarter of 2005 was $4.3 million, or
$0.23 per diluted share, compared to net loss of $10.1
million, or $0.58 per share, for the same period in 2004.
Excluding non-cash asset impairment charges, the net income
for the fourth quarter of 2004 was $4.2 million, or $0.24 per
share.
-- Cash from operations for the fourth quarter of 2005 was $20.2
million, compared to $15.1 million for the same period in
2004.
-- Free cash flow (defined as net cash from operations, less cash
used in acquisition of property and equipment and capitalized
software development costs) for the fourth quarter of 2005 was
$15.2 million compared to $10.1 million for the same period in
2004.
Full-Year Financial Results
-- For 2005, revenue was $146.3 million, up 11.1% from $131.7
million in 2004. Revenue for 2004 has been restated to exclude
discontinued operations.
-- Net income was $12.9 million, or $0.70 per diluted share in
2005, compared to a net loss of $4.0 million, or $0.23 per
share in 2004.
-- Net cash provided by operating activities was $42.6 million in
2005, compared to $32.8 million in 2004. The increase was
driven primarily by changes in working capital.
-- Free cash flow (as defined above) for the full year 2005 was
$27.8 million, compared to $19.8 million in 2004, excluding
the impact of acquisitions and investments.
Administrative Note
As a result of the recently announced transaction with West
Corporation, Intrado will not be conducting its normally scheduled
quarterly investor conference call.
About Intrado
Intrado Inc. (Nasdaq:TRDO), now in its 26th year, has been a
pioneer in emergency communications since 1979, providing the core of
the nation's 9-1-1 infrastructure and delivering innovative solutions
to telecommunications companies and public safety organizations.
Intrado excels in systems engineering of complex, integrated data
and telephony environments and in critical operations management. The
Company's unparalleled industry knowledge reduces the effort, cost and
time associated with providing reliable information for 9-1-1, safety
and commercial applications.
Intrado has received International Organization for
Standardization (ISO) 9001-2000 certification.
Additional information on Intrado, its products and services, and
past press releases can be found at the Company's Web site:
www.intrado.com.
Note Concerning Non-GAAP Financial Measures
Certain information set forth herein, including net income, direct
expenses and earnings per share excluding non-cash asset impairment
charges are non-GAAP financial measures; further, total indirect
overhead expenses and free cash flow, may be considered non-GAAP
financial measures. Intrado believes this information, along with
comparable GAAP measurements, is useful to investors because it
provides a basis for measuring its operating performance, ability to
retire debt and invest in new business opportunities. Intrado's
management uses these financial measures, along with the most directly
comparable GAAP financial measures, in evaluating the Company's
operating performance and capital resources. Non-GAAP financial
measures should not be considered in isolation from, or as a
substitute for, financial information presented in compliance with
GAAP, and non-GAAP financial measures as reported by Intrado may not
be comparable to similarly titled amounts reported by other companies.
A reconciliation of GAAP and non-GAAP Statements of Operations is
provided in the financial statements attached to this press release.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Statements in this announcement that are not historical facts are
hereby identified as forward-looking statements for the purpose of the
safe harbor provided by Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Readers are
cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date of this announcement. Known and
unknown risks, uncertainties and other factors could cause actual
results to differ materially from those contemplated in
forward-looking statements.
The forward-looking statements included in this announcement are
necessarily estimates reflecting the best judgment of senior
management. Although we believe that these forward-looking statements
are reasonable, we cannot promise that they will turn out to be
correct. Our actual results could be materially different from our
expectations due to a variety of risks and uncertainties, including,
but not limited to, the following:
-- Our reliance on large contracts from a limited and potentially
decreasing number of significant telecommunications customers
and their ability to pay for our services, especially in light
of competitive pressures in the telecommunications industry;
-- Whether acquisitions, consolidations, bankruptcies and
reorganizations among our telecommunications customers will
result in volume pricing discounts or otherwise have a
material, adverse effect on our market share, revenue,
liquidity and profitability;
-- Competition in service, price and technological innovation
from entities with substantially greater resources, especially
in light of the fact that the increased use of Voice over
Internet Protocol, or VoIP, technology has opened our
traditional 9-1-1 data management services business to new
competition;
-- Our ability to enter and renew wireline, wireless and VoIP
contracts at prices that will allow us to maintain current
profit margins;
-- Whether our efforts to expand into European, Asian and other
international markets will prove to be economically viable and
whether we will be able to generate revenue sufficient to
recover our investment in bmd wireless AG or other
international investments;
-- Adverse trends in the telecommunications industry in general,
including bankruptcy filings by our customers and other
factors that are beyond our control;
-- Whether our investments in research and development and
capitalized software will expand our service offerings and
prove to be economically viable;
-- Constraints on our sales and marketing channels because many
of our customers compete with each other;
-- Our ability to accurately predict, control and recoup the
large amount of up-front expenditures necessary to serve new
customers and possible delays in sales cycles;
-- Our ability to expand beyond our traditional business and into
highly competitive notification and data management sectors,
including, but not limited to, our efforts to deploy
IntelliCast(R) Target Notification services;
-- The unpredictable rate of adoption of wireless 9-1-1 services,
including further delays in the Federal Communications
Commission's mandated deployment of VoIP 9-1-1 services and
Phase I and Phase II wireless location services;
-- The potential for liability claims, including product
liability claims relating to our software and services;
-- Technical difficulties and network downtime, including those
caused by sabotage or unauthorized access to our systems;
-- Changes in foreign currency exchange rates, and their
potentially adverse effect on our results of operations and
cash flows;
-- The possibility that we will not generate taxable income in an
amount sufficient to allow us to utilize previously generated
research and development tax credits;
-- Developments in telecommunications regulation and the
unpredictable manner in which existing or new legislation and
regulation may be applied to our business;
-- The impact of recent accounting pronouncements related to
share-based payments on our future financial statements;
-- Developments in governance, accounting and financial
regulations, and their impact on general and administrative
expenses; and
-- With respect to West Corporation's proposed acquisition of
Intrado: (1) the potential failure of the parties to satisfy
the conditions to consummation of the merger and the
possibility that we may be required to pay a termination fee
of $15.0 million to West Corporation if the merger agreement
is terminated, (2) the effect of the announcement of the
merger on our customer relationships, operating results and
business generally, including our ability to retain key
employees, and (3) if the merger is consummated, our common
stock will no longer be traded on The Nasdaq National Market
and stockholders will no longer participate in our growth or
in any synergies resulting from the merger.
This list is intended to identify some of the principal factors
that could cause actual results to differ materially from those
described in the forward-looking statements included elsewhere in this
announcement. These factors are not intended to represent a complete
list of all risks and uncertainties inherent in our business, and
should be read in conjunction with the more detailed risk factors
included in our SEC filings. Except for our ongoing obligations to
disclose material information under U.S. federal securities laws, we
undertake no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date of this announcement or to reflect the occurrence of
unanticipated events.
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INTRADO INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2005 2004 2005 2004
---- ---- ---- ----
Revenues:
Wireline business unit $23,706 $21,489 $87,810 $80,221
Wireless business unit 15,146 13,838 58,507 51,509
------- ------- ------- -------
Total revenues 38,852 35,327 146,317 131,730
Costs and expenses:
Direct costs - Wireline 14,328 11,730 52,317 45,031
Direct costs - Wireless 6,318 6,277 26,828 25,621
Goodwill impairment 0 14,233 0 14,233
Sales and marketing 5,924 5,274 22,670 19,753
General and
administrative 5,169 5,507 21,299 21,665
Research and development 799 783 3,393 2,909
------- ------- ------- -------
Total costs and
expenses 32,538 43,804 126,507 129,212
------- ------- ------- -------
Equity in loss from joint
venture (39) - (87) -
Income (loss) from
operations 6,275 (8,477) 19,723 2,518
Other income (expense):
Interest and other
income 526 156 1,330 438
Interest and other
expense (38) (276) (485) (1,247)
------- ------- ------- -------
Income (loss) before
income taxes 6,763 (8,597) 20,568 1,709
Income tax expense 2,411 1,237 7,552 5,312
------- ------- ------- -------
Income (loss) from
continuing operations 4,352 (9,834) 13,016 (3,603)
Discontinued operations:
Loss from discontinued
operations before
income taxes (68) (400) (134) (631)
Income tax benefit 26 144 51 232
------- ------- ------- -------
Loss from discontinued
operations (42) (256) (83) (399)
------- ------- ------- -------
Net income (loss) $4,310 $(10,090) $12,933 $(4,002)
======= ======= ======= =======
Net income (loss) per
share:
Basic:
Continuing operations $0.24 $(0.57) $0.74 $(0.21)
Discontinued operations $(0.00) $(0.01) $(0.01) $(0.02)
------- ------- ------- -------
Total $0.24 $(0.58) $0.73 $(0.23)
======= ======= ======= =======
Diluted:
Continuing operations $0.23 $(0.57) $0.70 $(0.21)
Discontinued operations $0.00 $(0.01) $(0.00) $(0.02)
------- ------- ------- -------
Total $0.23 $(0.58) $0.70 $(0.23)
======= ======= ======= =======
Shares used in computing
net income (loss) per
share:
Basic 17,910,342 17,404,547 17,707,537 17,166,594
========== ========== ========== ==========
Diluted 18,984,033 17,404,547 18,499,654 17,166,594
========== ========== ========== ==========
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INTRADO INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
Dec. 31, Dec. 31,
2005 2004
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $65,616 $10,657
Short-term investments - 28,705
Accounts receivable, net of allowance for
doubtful accounts of $75 and $190 13,168 17,556
Unbilled revenue 2,331 1,675
Prepaids and other 4,200 3,032
Deferred contract costs 3,228 5,775
Deferred tax asset 5,416 7,507
--------- ---------
Total current assets 93,959 74,907
--------- ---------
Property and equipment, net of accumulated
depreciation of $54,119 and $46,591 24,935 22,703
Goodwill 29,441 30,278
Other intangibles, net of accumulated amortization
of $9,073 and $7,836 2,902 4,260
Long-term investments - 898
Deferred contract costs 3,042 1,541
Software development costs, net of accumulated
amortization of $15,144 and $8,875 14,777 16,551
Investment in joint venture 913 -
Other assets 140 410
--------- ---------
Total assets $170,109 $151,548
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $14,636 $9,777
Income taxes payable 1,778 -
Line of credit 2,000 -
Current portion of capital lease obligations 1,653 1,504
Mandatorily redeemable preferred stock payable - 4,431
Deferred contract revenue 13,455 19,742
--------- ---------
Total current liabilities 33,522 35,454
--------- ---------
Capital lease obligations, net of current portion 1,380 1,312
Line of credit - 2,000
Deferred rent, net of current portion 1,717 1,643
Deferred contract revenue 8,695 5,620
Deferred tax liability - long term 2,731 1,174
--------- ---------
Total liabilities 48,045 47,203
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value; 15,000,000
shares authorized; 0 and 4,552 issued and
outstanding - -
Common stock, $.001 par value; 50,000,000
shares authorized; 18,001,793 and 17,473,860
shares issued and outstanding 18 17
Additional paid-in-capital 117,976 112,192
Accumulated other comprehensive income
(loss) (343) 656
Retained earnings (accumulated deficit) 4,413 (8,520)
--------- ---------
Total stockholders' equity 122,064 104,345
--------- ---------
Total liabilities and stockholders'
equity $170,109 $151,548
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INTRADO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
THREE MONTHS TWELVE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
2005 2004 2005 2004
-------- --------- -------- ---------
Cash flows from operating
activities:
Net income $4,310 $(10,090) $12,933 $(4,002)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 3,622 3,894 16,580 15,540
Asset impairment - 14,332 - 16,868
Tax benefit for stock option
exercises 751 66 1,332 1,415
Loss from sale of
discontinued operations, net
of tax - - 5 -
Equity in loss from joint
venture 38 - 87 -
Accretion of interest on
mandatorily redeemable
preferred stock payable - 323 120 389
Stock-based compensation 89 122 287 395
Provision for doubtful
accounts (51) (174) (104) 31
Other, including loss on
disposal of assets 8 84 45 96
Change in-
Accounts receivable and
unbilled revenue 1,290 4,035 3,747 (1,644)
Prepaids and other assets (129) 365 (961) (704)
Deferred contract costs 1,924 (705) 1,008 (189)
Deferred income taxes, net (1,792) 939 3,648 3,560
Accounts payable and accrued
liabilities 3,781 (442) 4,920 (2,164)
Income taxes payable 1,778 - 1,778 -
Deferred revenue 4,580 2,398 (2,822) 3,161
-------- --------- -------- ---------
Net cash provided by operating
activities 20,199 15,147 42,603 32,752
Cash flows from investing
activities:
Acquisition of property and
equipment (3,721) (1,594) (8,341) (2,767)
Purchases of investments - (40,160) (9,109) (48,126)
Proceeds from sales of
investments - 39,193 38,713 39,193
Capitalized software
development costs (1,264) (2,439) (5,421) (10,148)
Cash paid on disposal of
discontinued operations - - (291) -
Investment in joint venture - - (1,000) -
Acquisition, net of cash
acquired - (20) - (4,374)
-------- --------- -------- ---------
Net cash provided by (used in)
investing activities (4,985) (5,020) 14,551 (26,222)
Cash flows from financing
activities:
Principal payments on capital
lease obligations (453) (634) (1,795) (3,200)
Principal payments on notes
payable and mandatorily
redeemable preferred stock - (7,172) (4,552) (14,719)
Proceeds from exercise of
stock options, warrants and
employee stock purchase plan 1,773 621 4,202 4,741
-------- --------- -------- ---------
Net cash provided by (used in)
financing activities 1,320 (7,185) (2,145) (13,178)
Effect of exchange rate changes
on cash (14) 11 (50) 24
Net increase (decrease) in cash
and cash equivalents 16,520 2,953 54,959 (6,624)
Cash and cash equivalents,
beginning of period 49,096 28,404 10,657 37,981
-------- --------- -------- ---------
Cash and cash equivalents, end
of period $65,616 $31,357 $65,616 $31,357
======== ========= ======== =========
Supplemental reconciliation
of free cash flow, not including
acquisitions and investments
Net cash provided by
operating activities $20,199 $15,147 $42,603 $32,752
Net cash used in investing
activities (4,985) (5,020) 14,551 (26,222)
-------- --------- -------- ---------
Free cash flow 15,214 10,127 57,154 6,530
add back net purchases
(sales) of ST and LT
investments - 967 (29,604) 8,933
add back acquisitions,
net of cash acquired - 20 291 4,374
-------- --------- -------- ---------
Free cash flow, not including
acquisitions and investments $15,214 $11,114 $27,841 $19,837
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