CEA Acquisition Corporation and etrials Worldwide Announce Filing of Amended Form S-4 Registration Statement.TAMPA, Fla. & MORRISVILLE Morrisville, borough (1990 pop. 9,765), Bucks co., SE Pa., on the Delaware River opposite Trenton, N.J.; settled c.1624 by the Dutch West India Company, inc. 1804. Water pumps, clutches, coatings, and concrete and rubber products are among the manufactures. , N.C. -- CEA CEA carcinoembryonic antigen. CEA abbr. carcinoembryonic antigen CEA (Carcinoembryonic antigen) Acquisition Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : CEAC CEAC Chemical Engineering and Applied Chemistry CEAC Conférence Européenne de l'Aviation Civile (French: European Civil Aviation Conference) CEAC Compensatory Education Advisory Committee , CEACU, CEACW) ("CEAC"), a special purpose acquisition company, and privately held etrials Worldwide, Inc. ("etrials"), a global provider of integrated software Separate software components or applications that have been combined into one package. See integrated software package. for the life sciences industry, announced today that CEAC had filed an amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. registration statement on Form S-4 with the Securities and Exchange Commission on December 13, 2005. The Form S-4 includes, among other information, unaudited financial information for etrials as of and for the nine months ended September 30, 2005. As previously announced, CEAC and etrials have entered into a definitive merger agreement pursuant to which etrials will become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of CEAC. Unaudited Financial Information etrials' backlog Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. increased 43% to $22.3 million at September 30, 2005 from $15.6 million at September 30, 2004. etrials' backlog at October 31, 2005 was $24.3 million, as compared with backlog of $20.4 million at December 31, 2004. Backlog is defined as the remaining value of contracts and written commitments clients have awarded to etrials. All client contracts are subject to possible delays, cancellation or changes in scope which can impact backlog. Accordingly, current backlog is not necessarily indicative of etrials' future quarterly or annual revenue. For nine months ended September 30, 2005, etrials' revenue increased 24.4% to approximately $10.8 million from approximately $8.7 million in the comparable prior year period. This reflects an increase in the number of contracts in backlog as of September 30, 2005, which itself reflects an increase in the market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market penetration - the act of entering into or through something; "the penetration of upper management by women" of etrials' eClinical software suite of products and a rising industry adoption rate of eClinical technologies. During the nine months ended September 30, 2005, etrials recorded a $396,666 discount to revenues (versus no such reduction in the comparable 2004 period) in connection with a software application-hosting agreement entered into on April 1, 2005. This reduction in revenue was made pursuant to EITF EITF Emerging Issues Task Force EITF Edinburgh International Television Festival EITF Europe International Taekwon-Do Federation 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller An organization that sells hardware and software to the general public. Resellers purchase products from software publishers and hardware manufacturers. of the Vendor's Products), which is discussed in more detail in Amendment No. 1 to the Form S-4 as filed with the SEC on December 13, 2005. Cost of revenues increased to approximately $4.9 million, or 45.3% of revenues, from approximately $3.4 million, or 39.3% of revenues, in the same period last year. In addition to higher personnel and related costs associated with an increase in etrials' services staff, cost of revenues for the 2005 nine-month period included: --approximately $279,000 in settlement costs related to the August 2005 patent infringement patent infringement n. the manufacture and/or use of an invention or improvement for which someone else owns a patent issued by the government, without obtaining permission of the owner of the patent by contract, license or waiver. 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. settlement ("the patent litigation"); --approximately $229,000 of increased expenses related to amortization of capitalized Capitalized Recorded in asset accounts and then depreciated or amortized, as is appropriate for expenditures for items with useful lives longer than one year. internal software development costs, software licenses In computing, software that is copyrighted and licensed under a software license is done under a variety of licensing schemes. For end-users there are proprietary licenses and there are free software licenses, and there are proprietary Within these schemes are further classifications. and royalties; and --approximately $129,000 of increased client pass through costs. General and administrative costs administrative costs, n.pl the overhead expenses incurred in the operation of a dental benefits program, excluding costs of dental services provided. as a percentage of revenues rose slightly to 21.9% from 21.6% in the same period one year ago. General and administrative costs for the 2005 nine-month period included $411,000 in legal expenses associated with the patent litigation, versus no such expenses in the comparable period of 2004. The net loss for the first nine months of 2005 was approximately $151,000 as compared to net income of approximately $156,300 in the first nine months of 2004. The net loss for the 2005 period was negatively impacted by the patent litigation and settlement costs of approximately of $690,000, as well as the $396,666 revenue reduction related to the prepaid pre·pay tr.v. pre·paid, pre·pay·ing, pre·pays To pay or pay for beforehand. pre·pay ment n. software application-hosting discount.As of September 30, 2005, etrials' total assets were approximately $14.6 million, current assets Current Assets Appearing on a company's balance sheet, it represents cash, accounts receivable, inventory, marketable securities, prepaid expenses, and other assets that can be converted to cash within one year. were approximately $4.9 million, and working capital was approximately $1.2 million. Also as of September 30, 2005, etrials had approximately $636,000 in short-term debt Short-term debt Debt obligations, recorded as current liabilities, requiring payment within the year. and $170,000 in long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. . The audited and unaudited financial statements of CEAC can be found on the Securities and Exchange Commission Web site (http://www.sec.gov) within CEAC's 10-KSB and 10-QSB filings for the relevant periods. As of September 30, 2005, CEAC had total and current assets of approximately $21.5 million, principally comprised of cash, and no debt. 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 CEAC, etrials and their combined business after completion of the proposed merger. Forward- looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of CEAC's and etrials' 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 in the U.S. and abroad; 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; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which etrials is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition; general economic conditions; as well as other relevant risks detailed in CEAC's filings with the Securities and Exchange Commission, including its report on Form 10-QSB for the period ended September 30, 2005 and Registration Statement on Form S-4. The information set forth herein should be read in light of such risks. Neither CEAC nor etrials assumes any obligation to update the information contained in this press release. Additional Information CEAC stockholders are urged to read the definitive 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 by CEAC, which will contain information about CEAC and etrials, will be available without charge, when filed, at the Securities and Exchange Commission's internet site (http://www.sec.gov) and, when filed, will be available from CEAC, without charge, by directing a request to CEAC Acquisition Corporation, 101 East Kennedy Boulevard, Suite 3300, Tampa, FL 33602.
etrials WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
9/30/2005 12/31/2004 12/31/2003
--------- ---------- ----------
(unaudited)
Assets
Cash and cash equivalents $1,440,494 $1,706,649 $1,529,822
Other current assets 3,447,509 2,735,716 1,733,593
------------------------------------
Total current assets 4,888,003 4,442,365 3,263,415
Property and equipment,
net of depreciation 1,041,533 875,673 1,011,118
Other assets 8,715,015 8,781,460 9,181,410
------------------------------------
Total assets $14,644,551 $14,099,498 $13,455,943
====================================
Liabilities, redeemable
convertible preferred stock
and stockholders' deficit
Current liabilities $3,676,494 $3,499,728 $5,010,795
Long-term liabilities 253,039 40,000 85,000
------------------------------------
Total liabilities 3,929,533 3,539,728 5,095,795
Series A & B redeemable
convertible preferred stock 13,359,066 12,494,445 9,854,365
Stockholders' deficit (2,644,048) (1,934,675) (1,494,217)
------------------------------------
Total liabilities, redeemable
convertible preferred stock
and stockholders' deficit $14,644,551 $14,099,498 $13,455,943
====================================
etrials WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended
September 30 Years Ended December 31
---------------------- ---------------------------------
2005 2004 2004 2003 2002
----------- ---------- ----------- ---------- ----------
(Unaudited)
Revenues $10,816,528 $8,693,214 $12,766,306 $7,917,855 $4,601,615
Costs and
expenses:
Costs of
revenues 4,895,609 3,415,469 5,243,597 3,822,404 3,542,027
Sales and
marketing 2,160,629 1,625,843 2,350,369 1,743,510 1,530,741
General and
administrative 2,372,980 1,875,203 2,739,204 2,491,192 1,401,648
Amortization of
intangible
assets 419,617 401,024 539,513 471,071 906,025
Research and
development 1,129,990 972,890 1,341,350 1,438,623 955,422
----------- ---------- ----------- ---------- ----------
Total cost and
expenses 10,978,825 8,290,429 12,214,033 9,966,800 8,335,863
----------- ---------- ----------- ---------- ----------
Operating
(loss) income (162,297) 402,785 552,273 (2,048,945)(3,734,248)
Other expenses
(income):
Interest
expense 38,216 264,237 327,085 541,080 735,286
Loss on
extinguishment
and conversion
of debt, net -- -- -- 266,374 --
Interest income (8,448) (3,222) (6,256) (1,208) (116)
Other (income)
expense (41,108) (14,542) (28,992) 12,916 2,224
----------- ---------- ----------- ---------- ----------
Total other
(income)
expenses (11,340) 246,473 291,837 819,162 737,394
----------- ---------- ----------- ---------- ----------
Net (loss)
income $(150,957) $156,312 $260,436 $(2,868,107)$(4,471,642)
----------- ---------- ----------- ---------- ----------
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