Charys Holding Company Reports Second Quarter Results of Operations.2007 Second Qtr. Revenue Increases 222% over Previous Year's Second Qtr. ATLANTA -- Charys Holding Company, Inc. ("Charys" or the "Company") (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : CHYS), a company focused on the high growth Remediation and Reconstruction and Wireless Communications wireless communications System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data. and Data Infrastructure sectors, today announced its financial results for the three and six month periods ended October 31, 2006. For the three months ended October 31, 2006 consolidated net revenue was $16.8 million, as compared to $5.2 million for the same period in 2005, a 222% increase. Increased net revenue for the quarter is directly attributable to the inclusion of the acquisitions made in the third and fourth quarters of fiscal 2006 as well as the inclusion of Crochet and Borel Services, Inc. ("C&B"), LFC LFC Liverpool Football Club LFC Lake Forest College (Lake Forest, IL) LFC Level of Free Convection (meteorology) LFC Large Format Camera LFC Load Frequency Control , Inc. ("LFC") and Digital Communication Services, Inc. ("DCS (1) See also DSC. (2) Digital Cross-connect System) A network switching and grooming device used by telecom carriers. See digital cross-connect. ") in the first fiscal quarter of 2007. These results do not include revenues from the acquisitions of Complete Tower Sources, Inc. ("CTSI CTSI Census Tract Street Index (US Census Bureau) CTSI California Traffic Safety Institute CTSI Corbett Technology Solutions, Inc. (Chantilly, VA) CTSI Central Terminal Signaling Interface ") and Mitchell Site Acquisition, Inc. ("MSAI MSAI Malaysian Society of Allergy and Immunology ") as was anticipated; this is due to further negotiations occurring subsequent to the original closing, resulting in significant revisions to the original terms and additions of material actions to be performed by Charys to consummate the acquisition. Charys' period to perform has been extended to February 15, 2007. These reported results also do not include revenues from the recently announced purchase of a 40% interest in the Cotton Companies ("Cotton"). On a pro-forma basis, assuming Cotton, CTSI and MSAI had been 100% owned by Charys from the beginning of the quarter, the pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma results of operations for these entities would have increased revenue to $44.2 million for the quarter ended October 31, 2006, an increase of 750%. Selected pro-forma results of operations, excluding the Holding Company cost and non-reoccurring expenses for the three and six month periods ending October 31, 2006 are as follows: [TABLE OMITTED] For the six month period ended October 31, 2006 Charys reported consolidated revenues of $41.9 million, as compared to $11.3 million for the same period in 2005, an increase of 273%. Increased net revenue for the six month period is directly attributable to the inclusion of the acquisitions made in the third and fourth quarters of fiscal 2006 as well as the inclusion of C&B, LFC and DCS in the first fiscal quarter of 2007. These results do not include revenues from the acquisitions of CTSI and MSAI as anticipated. These reported results also do not include revenues from the recently announced purchase of a 40% interest in Cotton. On a pro-forma basis, assuming Cotton, CTSI and MSAI had been 100% owned by Charys from the beginning fiscal year 2007, the pro forma results of operations for these entities would have increased revenue to $95.8 million for the six month period ended October 31, 2006, an increase of 755%. While the Company is finalizing the financing necessary to complete the acquisitions included in the pro-forma numbers before the end of the third quarter, the acquisition of the remaining 60% of Cotton has a deadline of March 9, 2007 while the CTSI and MSAI acquisition contracts have been extended to February 15, 2007. Both of these dates fall in Charys' fiscal fourth quarter. On an adjusted Pro-forma basis net earnings from the combined entities would have been $4.92 million or $.15 per share ($.09 per share on a diluted basis) excluding the Holding Company cost and non-reoccurring charges for the quarter ended October 31, 2006 as compared to $75,000 or $.01 per share ($.01 per share on a diluted basis) excluding the Holding Company cost and non-reoccurring charges. For the six month period ended October 31, 2006 net earnings from operations on an adjusted pro-forma basis from the combined entities would have been $13.498 million or $.46 per share ($.28 per share on a diluted basis) excluding the Holding Company cost and non-reoccurring charges as compared to $97,000 or $.01 per share ($.01 per shares on a diluted basis) for the comparable period in 2005. Billy V. Ray, Jr., Chairman and 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 Charys, commented, "After experiencing much success in the third and fourth quarters of fiscal 2006 and the first quarter of fiscal 2007, Charys has overcome several hurdles that have negatively affected the company in the second quarter. These hurdles delayed our ability to complete the acquisitions that we had pursued as part of our business strategy which, in turn, reduced our expected performance. Fortunately the investment groups, lenders and owners/sellers that we have worked with during this time have looked past these issues and embraced the long term vision that our management team has for Charys. We have also successfully closed $49 million in debt and convertible debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. financings with institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. to aid in the implementation of our strategy. The owners of each of the acquisitions have modified their sales contracts Sales Contract Contract between a seller and buyer for the sale of goods, services, or both. to accommodate our activities and remain part of the Charys team. We feel very fortunate to have found the kind of passion that these groups have demonstrated in their support of our efforts. Also during this period, while the Disaster Remediation Industry has not experienced the extraordinary level of business of last year, our subsidiaries in that segment continue to establish themselves as leaders in the industry. Our remediation subsidiary and acquisition target have been able to grow their day to day business and maintain their profitability from operations; and each of our subsidiary platform groups continue to execute integration plans as they combine efforts to focus on higher profit and growth arenas as well as cross selling opportunities." Selected results of operations, excluding Holding Company cost for the quarter and six month period ended October 31, 2006 [TABLE OMITTED] Charys reported a loss from operations excluding the Holding Company and non-reoccurring cost for the quarter ended October 31, 2006 of $2.7 million or $.08 per share ($.08 per share on a diluted basis) as compared to a $75,000 profit or $.01 per share ($.01 per share on a diluted basis) for the comparable period last year and a $608 loss or $.02 per share ($.02 per share on a diluted basis) for the six months period ending October 31, 2006 as compared to a $97,000 profit or $.01 per share ($.01 per share on a diluted basis) for the comparable period in fiscal 2005. "While the numbers on a pro-form A pro-form is a type of function word or expression that stands in for another (expresses the same content as) a word, phrase, clause, or sentence whose meaning is recoverable from the context. They are used to avoid repetitive expressions and in quantification. comparative basis show significant gains in revenues for Charys, the reported revenue levels for the quarter were impacted by several factors which have been, and continue to be, addressed positively by the Company. For example, the lower than anticipated revenues are directly accounted for by the absence of a significant hurricane season Hurricane season refers to a period in a year when hurricanes usually form. For more information see: Tropical cyclone#Times of formation. For a lists of past seasons, see:
See product mix. from Industrial Maintenance to Telecom Services, the non-inclusion of the CTSI and MSAI results from operations and the delay on planned expenditures by one of our largest telecom customers as they merge with another telecom company. In addition, the normally lower seasonality experienced by Method IQ, Inc. ("MIQ MIQ Machine Intelligence Quotient MIQ Make It Quick MIQ Millard Airport, Omaha, Nebraska (airport code) MIQ Member of the Institute of Quarrying ") during this quarter, although anticipated, has negatively impacted performance. In response to these issues our Disaster Remediation platform has executed its integration plan and immediately entered into negotiations, winning contracts with several insurance companies to increase its day to day remediation business through rapid response programs, which increases the proportion of more predictable and stable revenue and becomes less dependent on catastrophic events and government funding of post catastrophe projects. These efforts have resulted in increased total square footage covered by our preferred response programs to over 2 billion square feet (this includes buildings under contract by Cotton.) We expect this effort to have a significant impact on revenues for the remainder of fiscal 2007 for both Cotton and C&B, as well as a major impact on fiscal 2008. Growth in the telecom infrastructure services segment continues strong. The recent announcement of the planned acquisition of Florida Tel-Con, Inc. ("FTC FTC See Federal Trade Commission (FTC). ") will accelerate Viasys' transition of its sales mix from Industrial Maintenance to a more diversified and higher margin telecom services provider basis, while simultaneously increasing its backlog and working capital position. Aeon/CCI has teamed with CTSI to expand its available work force in order to meet an upsurge in current demand and take advantage of the opportunities available through our existing contractual relationships with telecom customers. As we complete the final phase of the funding package for the pay-off of the sellers' notes for CTSI and MSAI, these integrated efforts in the market are a solid demonstration of our customer centered integration planning for acquisition management. We have also entered into a $14 million financing instrument to facilitate our planned expansion in the Tower Ownership segment. In addition, MIQ has continued to increase its products and service offerings to customers, as demonstrated by the recent announcements of its deployment of services to support the latest unified messaging Having access to e-mail, voice mail and faxes via a common computer application or by telephone. For example, unified messaging may send faxes and digitized voice mail to a mail server that turns them into e-mail attachments. capabilities found in Microsoft Exchange Server Microsoft Exchange Server is a messaging and collaborative software product developed by Microsoft. It is part of the Microsoft Servers line of server products and is widely used by enterprises using Microsoft infrastructure solutions. 2007 and its partnership with ShoreTel to bring next generation VoIP solutions to businesses," stated Mr. Ray. Selected Balance Sheet information as of October 31, 2006, July 31, 2006 and April 30, 2006 [TABLE OMITTED] "Charys is a dynamic and evolving entity. The results of operations as well as the planned acquisitions are an integral part of understanding the real picture of Charys. As demonstrated in the selected balance sheet information above Charys has made significant improvements in its financial condition since the end of the last fiscal year, especially when taking into consideration the effect of refinancing the seller notes that are currently classified as short term borrowings. The increase in the cash position and the decrease in the current liabilities Current Liabilities Usually appearing on a company's balance sheet, it represents the amount owed for interest, accounts payable, short-term loans, expenses incurred but unpaid, and other debts due within one year. are all indicative of moving in the right direction. More improvement will bee made as we finish the financing on the acquisitions enabling us to include their balance sheets for this quarter. The largest asset on our balance sheet is currently Goodwill. Much of this goodwill is recorded based on sellers accepting shares of Charys valued at prices which were substantially higher than the market price of the stock at the time of acquisition. For example, when we purchased MIQ, we issued 1,315,000 shares of Charys stock at a valuation of $4 per share, when the stock was trading at $.94 resulting in $5,260,000 of goodwill being recorded," noted Mr. Ray. For the quarter ended October 31, 2006 Charys incurred a non-cash charge Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. of $17.157 million for impairment to goodwill based on the annual evaluation for MIQ and Viasys. SFAS SFAS Statement of Financial Accounting Standards SFAS Special Forces Assessment and Selection SFAS Student Financial Aid Services SFAS Sport Fishing Association of Singapore SFAS Safety Features Actuation System SFAS Statewide Fixed Assets System No. 142 requires the Company to review the recorded values of our goodwill for impairment on an annual basis. Goodwill arises from the purchase price exceeding the assigned value of net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of acquired businesses, and represents the value attributable to unidentifiable Adj. 1. unidentifiable - impossible to identify identifiable - capable of being identified intangible elements being acquired. The evaluation methodology is inherently complex, and involves significant management judgment in the use of estimates and assumptions. The evaluation was prepared using the help of independent appraisers using the discounted cash-flow method. Financing activity generated non-cash charges, reported as interest expense of $5,530 million for the current quarter and $6.883 million for the six month period ended October 31, 2006. In addition the Company incurred redemption premiums redemption premium See call premium. of $324,406 and $1,170 million for the quarter and six month ended October 31, 2006. Net earnings after interest and amortization expense for the Quarter and Six Month period ended October 31, 2006 were negative $31,518,995 or $1.02 per share on a basic and diluted basis and $35,069.533 or $1.30 per share on a basic and diluted basis respectively as compared to $261,041 or $.03 per share on a basic and diluted basis and $939,076 or $.11 per share ($.08 on a diluted basis) for the comparable periods in fiscal 2005. "With the reduced revenue experienced at MIQ due to the delayed planned expenditures by one of its major customers and the transition of Viasys' sales mix to a more Telecom services orientation, the annual evaluation on discounted cash-flow resulted in $17.2 million non-cash charge for the impairment of our goodwill. Exacerbating this situation is the fact that the goodwill was partially recorded based on the make-whole prices of our stock rather than its market value at the time of the acquisition. This charge, coupled with the other $6.9 million non-cash charge for warrant cost and amortization, represents $24.1 million of the six month loss of $31.5. The cost incurred at the Holding Company level associated with the acquisition, 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. and financing activities for the six months ended was approximately $8 million. These items total $32.1 million with all but $8 million being non-cash. This $8 million cost at the Holding Company has allowed us to put together a company that on a pro-forma basis for the first six months of our 2007 fiscal year, had all the acquisitions been completed, would have generated $95.8 million in Revenue, $36 million in gross profit, $18.9 million in 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 and an 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. of $13.5 all from their normal day to day business. We are disappointed with our reported numbers from operations but we believe in what we are doing and the progress we have made in implementing our strategy. In addition to the complexities of our financing structure, our business plan has positioned us to be unique in the Industry Segments that we serve. Upon the occurrence of a natural disaster we can leverage cross selling and complementary infrastructure services to significantly drive revenues and EBITDA growth. The facts are that over the past 10 years there have been an average of 2.6 hurricanes that have struck the US each year. Since 1851 an average of three major hurricanes (category 3, 4 or 5) made landfall land·fall n. 1. The act or an instance of sighting or reaching land after a voyage or flight. 2. The land sighted or reached after a voyage or flight. somewhere along the US Gulf or Atlantic Coast every five years. There have only been 4 periods since 1851 when the US mainland has gone as long as two years without a hurricane. Over 2000 earthquakes registered on the Richter scale Richter scale (rĭk`tər), measure of the magnitude of seismic waves from an earthquake, devised in 1935 by the American seismologist Charles F. Richter (1900–1985). last year. There was well over $12 billion in property/casualty claims last year from floods, windstorms, fires etc. without any major catastrophes. We are constantly reminded that it is not if but when there will be another terrorist attack. The following would be a Catastrophe Synergy Scenario; C&B would be first on the scene performing remediation for commercial and municipal customers. Cotton's workforce and equipment would be the first sister company to assist. Charys Technology Group, Inc. would deploy its mesh network A communications network in which there are at least two pathways to each node. If one of the paths fails, the other is still available. A "fully meshed" network means that every node has a direct connection to every other node, which is a very elaborate and expensive architecture. systems to provide immediate communication capabilities and security services Security services are state institutions for the provision of intelligence, primarily of a strategic nature, but also including protective security intelligence. Examples include the Security Service (MI5) and the Secret Intelligence Service (MI6) in the United Kingdom, and the . Viasys would be able to follow with work for the municipalities getting traffic networks and communication systems under repair. MSAI and LFC would be used to begin damage assessments and daily site visits to appraise appraise v. to professionally evaluate the value of property including real estate, jewelry, antique furniture, securities, or in certain cases the loss of value (or cost of replacement) due to damage. CTSI, CCI CCI Chambre de Commerce et d'Industrie (France) CCI CAM (Complementary and Alternative Medicine) Citation Index CCI Chamber of Commerce and Industry (Western Australia) and FTC of accessibility and severity of damage to the wireless infrastructure of their customers. CTSI, CCI and FTC would provide reconstruction services for damaged cell towers, microwave and broadband equipment on towers and buildings, repair radar and satellite facilities and re-wire, re-power and rebuild damaged telecom huts. LFC would offer its site assessment, geotechnical and structural engineering, surveyors and construction material testing services. After C&B has completed the restoration Cotton would begin the reconstruction phase. MIQ would be brought in to redesign systems and practices and offer 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" to the commercial and municipal customers so they will be better prepared for the next disaster. All the while the Charys platforms maintain their regular day to day business. When the next catastrophe occurs Charys and its subsidiaries will be one of the most capable first responders first responder First response personnel Emergency medicine A person employed in the public sector–EMT, fire fighter, police, volunteer EMS–whose duties include provision of immediate medical care in the event of an emergency; FRs have basic emergency meeting our customers' needs," concluded Mr. Ray. An earnings report conference call is being scheduled, with the date, time and call in number to be announced To be announced (TBA) A contract for the purchase or sale of an MBS to be delivered at an agreed-upon future date but does not include a specified pool number and number of pools or precise amount to be delivered. next week. About Charys Holding Company, Inc. Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. (OTC Bulletin Board: CHYS.OB) is a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. focusing on the Integrated Infrastructure Services Market. This market segment is fundamentally focused on environmental remediation Generally, remediation means providing a remedy, so environmental remediation deals with the removal of pollution or contaminants from environmental media such as soil, groundwater, sediment, or surface water for the general protection of human health and the environment or from a and on upgrading the underpinning, infrastructure, and back office operations of the telecommunication, cable, electric, and Internet industries serving consumers, businesses and government entities. Charys' principal strategy is to acquire, through mergers and acquisitions, companies that support this underserved segment. Charys subsidiaries include: Cotton Companies, Crochet & Borel Services, Inc., Aeon Technologies, CCI Telecom, Inc., Viasys Services, Inc., Personnel Resources of Georgia, Inc., Method IQ, Inc., Digital Communication Services, Inc., Ayin a·yin n. The 16th letter of the Hebrew alphabet. See Table at alphabet. [Hebrew 'ayin, eye, ayin; see Holding Company, Inc., Complete Tower Sources, Inc., and Mitchell Site Acq. Inc. For more information about Charys visit http://www.charys.com and http://www.corporateevolutions.com/chys.php NOTE: The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Some statements in this release, including statements regarding management's expectations for future financial results and access to capital markets, are 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. . Investors are cautioned that these forward-looking statements regarding Charys Holding Company, Inc. and its subsidiaries and its and their operations and financial results involve risks and uncertainties, including without limitation risks of accessing capital markets on terms acceptable to Charys, downturns in economic conditions generally and in the telecommunications and data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another. markets; risks in product development and market acceptance of and demand for Charys products; risks of failing to attract and retain key managerial and technical personnel; risks associated with competition and competitive pricing pressures; risks associated with investing in new businesses; risks related to intellectual property rights and litigation; risks in technology development and commercialization. |
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