Printer Friendly
The Free Library
19,604,530 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Arpeggio Acquisition Corporation and Hill International Inc. Amend Merger Agreement.


MARLTON, N.J. & NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- Arpeggio Acquisition Corporation (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: APGO APGO Association of Professors of Gynecology and Obstetrics
APGO Association of Professional Geoscientists of Ontario
, APGOW, APGOU) ("Arpeggio"), a special purpose acquisition company, announced today that its merger agreement with privately-held Hill International, Inc. ("Hill") has been amended to provide that the number of directors that will constitute Arpeggio's Board of Directors at the time of the merger will be seven rather than nine. The amended terms provide that the Board of the post-merger Company will be comprised of Eric Rosenfeld Eric Rosenfeld was a trader and principal in the Long-Term Capital Management hedgefund that almost went bankrupt in 1998 when the Russian government defaulted on its debt payments on August 17, 1998, triggering a devaluation of the Russian ruble. , CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Arpeggio, Arnaud Ajdler, CFO See Chief Financial Officer.  of Arpeggio, Irvin and David Richter, CEO and COO (Cell Of Origin) See mobile positioning.  of Hill, respectively, and three additional independent members of the Board to be chosen by the Hill shareholders, including Irvin and David Richter.

Hill International Financial Information

Financial statements of Hill, based on U.S. GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
, are attached to this announcement in table form. These financial statements, which update those disclosed in the press release issued on December 5, 2005 and in Arpeggio's Current Report on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 filed on that date, include consolidated statements of operations for the nine months ended September 30, 2005 and 2004, and the fiscal years ended on or about December 31, 2004, 2003 and 2002. These statements of operations have been revised due to typographical ty·pog·ra·phy  
n. pl. ty·pog·ra·phies
1.
a. The art and technique of printing with movable type.

b. The composition of printed material from movable type.

2.
 and rounding errors Noun 1. rounding error - (mathematics) a miscalculation that results from rounding off numbers to a convenient number of decimals; "the error in the calculation was attributable to rounding"; "taxes are rounded off to the nearest dollar but the rounding error is  that came about as the financials were formatted for presentation purposes. The balance sheets included in this news release have been attached for the convenience of the reader, but have not been amended. The Road Show Presentation, also filed in the December 5, 2005 Form 8-K, did not contain any of these errors.

Several items on the statements of operations in the attached financial statements revise information shown in the earlier statements. In the statements released on December 5, 2005, $0.6 million in Affiliate Income was shown for the nine-month period ended September 30, 2005; however, this income was not included in the calculation of operating profit Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
, EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  or Adjusted EBITDA. As a result, the previously released financial statements understated each of these income measures by $0.6 million. Therefore, the actual operating profit, EBITDA and Adjusted EBITDA for the nine months ended September 30, 2005 were $5.5 million, $6.1 million and $6.4 million, respectively. The previously released statements also contained typographical errors typographical error - (typo) An error while inputting text via keyboard, made despite the fact that the user knows exactly what to type in. This usually results from the operator's inexperience at keyboarding, rushing, not paying attention, or carelessness.

Compare: mouso, thinko.
 for the nine months ended September 30, 2004, which understated both EBITDA and Adjusted EBITDA. In the revised statements, EBITDA and adjusted EBITDA for the nine-month period ended September 30, 2004 are $1.7 million and $2.6 million, respectively. For the year ended 2004, direct expenses has been changed from $34.1 million to $34.4 million; however, this typographical error had no effect on operating profit, net income, EBITDA or Adjusted EBITDA. Finally, minor rounding changes were made in each period other than the fiscal year ended December 27, 2003.

Additional Information

Arpeggio stockholders are urged to read the proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 regarding the proposed transaction when it becomes available, because it will contain important information. Copies of filings about Arpeggio and Hill will be available without charge at the Securities and Exchange Commission's internet site (http://www.sec.gov), and, when filed, will be available from Arpeggio, without charge, by directing a request to Arpeggio Acquisition Corporation., 10 E. 53rd St., 35th Fl. New York, NY 10022.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, about Arpeggio, Hill and their combined business after completion of the proposed acquisition. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Arpeggio's and Hill's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions, weather and natural disasters, changing interpretations of generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
; outcomes of government reviews; inquiries and investigations and related litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Hill is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of project management and construction claims consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.)
service - work done by one person or group that benefits another; "budget separately for goods and services"
; general economic conditions; geopolitical ge·o·pol·i·tics  
n. (used with a sing. verb)
1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation.

2.
a.
 events and regulatory changes, as well as other relevant risks detailed in Arpeggio's filings with the Securities and Exchange Commission, including its report on Form 10-QSB for the period ended September 30, 2005. The information set forth herein should be read in light of such risks. Neither Arpeggio nor Hill assumes any obligation to update the information contained in this press release.

ALL OF THE FOLLOWING FINANCIAL STATEMENTS ARE UNAUDITED AND WERE PREPARED BY HILL INTERNATIONAL, INC., AS A PRIVATE COMPANY, IN ACCORDANCE Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND MAY NOT CONFORM TO Verb 1. conform to - satisfy a condition or restriction; "Does this paper meet the requirements for the degree?"
fit, meet

coordinate - be co-ordinated; "These activities coordinate well"
 SEC REGULATION S-X S-X Sex . ACCORDINGLY, SUCH HISTORICAL INFORMATION MAY BE ADJUSTED AND PRESENTED DIFFERENTLY IN OUR PROXY STATEMENT TO SOLICIT SHAREHOLDER APPROVAL OF THE MERGER.
HILL INTERNATIONAL STATEMENTS OF OPERATIONS
                      (unaudited) (in US dollars)
                           (in millions) (a)

                  9 Months   9 Months        Fiscal Year Ended
                   Ended      Ended    -------------------------------
                  9/30/2005 9/30/2004  1/1/2005 12/27/2003 12/28/2002
                  -------------------- -------------------------------

Total Revenue          80.5      61.2      84.1       78.7       73.1
Reimbursable
 Expenses              21.3      14.3      21.1       22.6       25.0
                  -------------------- -------------------------------
Net Revenue            59.2      47.0      63.0       56.1       48.1
Direct Expenses        31.6      25.6      34.4       29.0       23.9
Indirect Expenses      22.0      19.6      26.6       24.2       20.9
Affiliate Expense
 (Income)              (0.6)        -      (0.5)         -          -
Depreciation &
 Amortization           0.7       0.6       0.8        1.2        1.5
                  -------------------- -------------------------------
Operating Profit        5.5       1.1       1.7        1.7        1.8

Other (Income)
 Expense
Interest, Net           0.4       0.4       0.6        0.6        0.5
Other                     -       1.9       1.7        2.0        1.2
                  -------------------- -------------------------------
Income from
 Operations             5.0      (1.2)     (0.7)      (0.9)       0.1
Provision
 (Benefit) for
 Inc. Taxes             1.9      (0.5)     (0.3)      (0.4)         -
                  -------------------- -------------------------------
Net Income              3.1      (0.7)     (0.4)      (0.5)       0.1

Depreciation &
 Amortization           0.7       0.6       0.8        1.2        1.5
                  -------------------- -------------------------------
EBITDA                  6.1       1.7       2.5        2.9        3.3

Non-Recurring
 Items (b)              0.2       0.9       1.2        0.8        0.9
                  -------------------- -------------------------------
Adjusted EBITDA         6.4       2.6       3.7        3.7        4.2

CAPEX                   0.7       0.5       0.6        0.3        0.8



(a) Numbers may not foot due to rounding.

(b) Non-recurring items include expenses related to litigation,
restructuring and discontinued operations.

                   HILL INTERNATIONAL BALANCE SHEETS
                      (unaudited) (in US dollars)
                           (in millions) (a)

ASSETS                      9/30/2005  1/1/2005 12/27/2003 12/28/2002
------                      ---------  -------------------------------


Current Assets
Cash & Cash Equivalents          (0.3)      0.8        1.4        0.1
Accounts Receivable, Net         29.4      22.3       19.7       17.5
Other Receivables                   -       0.9        0.3          -
Prepaid Expenses & Other
 Current Assets                   2.0       1.6        0.5        0.6
                            ---------- -------------------------------
Total Current Assets             31.1      25.7       21.9       18.1

Property & Equipment, net         2.7       2.6        2.6        2.8
Cash - Restricted                 4.0       3.4        1.1        0.3
Intangibles, Net                  0.2       0.3        0.5        1.0
Non-Current Deferred Tax
 Assets                           0.2       0.2        0.4          -
Other Assets                      0.9       0.8        0.3        0.4
                            ---------- -------------------------------
Total Assets                     39.0      32.9       26.8       22.6

LIABILITIES & SHAREHOLDER'S EQUITY
----------------------------------

Current Liabilities
Current Portion of L-T Debt
 & Capital Leases                 0.4       1.2        0.7        1.0
Accounts Payable                  6.5       6.4        4.9        5.2
Accrued Expenses                  7.2       4.8        3.2        3.0
Current Portion of Deferred
 Tax Liabilities                  2.7       2.5        3.2        2.9
Income Taxes Payable              2.5       1.0        0.8        0.7
Retained & Other Current
 Liabilities                      5.2       4.7        1.7        2.5
                            ---------- -------------------------------
Total Current Liabilities        24.4      20.7       14.4       15.2

Long-Term Debt & Capital Leases   9.0       9.6        9.3        4.2
Deferred Liabilities & Other      0.6       0.6        0.6        0.4
                            ---------- -------------------------------
Total Liabilities                34.0      30.8       24.4       19.8

Total Shareholders' Equity        5.0       2.0        2.5        2.8
                            ---------- -------------------------------
Total Liabilities &
 Shareholders' Equity            39.0      32.9       26.8       22.6

(a) Numbers may not foot due to rounding.

COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Jan 3, 2006
Words:1384
Previous Article:X-Rite Declares Fourth-Quarter Cash Dividend.
Next Article:Pep Boys Announces Quarter to Date Sales Results; Regulation FD Disclosure.



Related Articles
Syncor Adjourns Special Meeting to Vote on Acquisition by Cardinal Health.
Arpeggio Acquisition Corporation and Hill International, Inc. Agree to Business Combination.
Arpeggio Acquisition Corporation and Hill International, Inc. Announce Hill's Financial Results for Fiscal Year 2005.
Arpeggio Acquisition Corporation and Hill International, Inc. Announce Hill's Financial Results for First Quarter 2006; Net Revenue up 39.2% and Net...
Arpeggio Acquisition Corporation and Hill International, Inc. Schedule Special Meeting of Arpeggio's Stockholders.
Arpeggio Acquisition Corporation Approved to Trade on Nasdaq National Market upon Consummation of Merger with Hill International, Inc.
St. Bernard Software Announces Securities & Exchange Commission Review Complete Regarding Merger with Sand Hill IT Security Acquisition Corporation.
Primavera(R) Aids Hill International in Managing Global Planning and Construction for Two Billion Dollar City of Arabia Project; Web-based Software...
Arpeggio Acquisition Corporation Completes Merger with Hill International, Inc.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles