Angeion Corporation Reports Record Preliminary Fourth
Quarter and Fiscal Year Growth in Revenue and Income Before Taxes
Also Reports Non-Cash Income Tax Expense Restatement
to the 2006 Quarterly
Reports, and Future Limitations on use of NOLs
SAINT PAUL, MN. -- January 8, 2007 -- Angeion Corporation
(NASDAQ: ANGN) today reported preliminary revenue and income before
taxes for its fourth quarter and fiscal year ended October 31, 2006.
The Company also reported that it will be making non-cash tax adjustments
and restating its previously reported net income for the first three
quarters of fiscal year 2006 due to the applicability of an accounting
principle covering use of pre-emergence bankruptcy net operating loss
(“NOL”) carry forwards. The Company also reported future
limitations on its use of NOLs.
Preliminary Fourth Quarter and Fiscal Year 2006 Results
Fourth quarter key results include:
- 60.9 percent revenue increase to $10.7 million from $6.7 million
in 2005
- $855,000 increase in income before taxes to $1.2 million compared
to $345,000 in 2005
Fiscal Year 2006 key results include:
- 41.5 percent revenue increase to $33.7 million from $23.8 million
in fiscal year 2005
- $2.2 million in income before taxes compared to a loss of $681,000
in fiscal year 2005
“Fiscal 2006 was an extraordinary year for Angeion Corporation,” Rodney
A. Young, Chief Executive Officer and President commented. “We
successfully made important 2 advances on all fronts, further developing
our growth platform for the future. Our total revenues grew 41.5 percent
in 2006 and we reversed a loss of income before taxes in 2005 to achieve
a pre-tax profit, resulting in a net swing of over $2.9 million.”
Non-Cash Income Tax Restatement
In addition, in connection with its audit for the year ended October
31, 2006, the Company concluded that its financial statements for the
first, second and third quarters of fiscal year 2006 should be restated
as a result of the misapplication of an accounting principle regarding
the presentation of income taxes in those financial statements. The
Company incorrectly presented the use of these NOLs in its quarterly
statements of operations and is now restating these results to show
the correct presentation. The restatement will not decrease income
before taxes, and will have no cash impact on the results of these
three periods.
During the first, second and third quarters of fiscal 2006 the Company
did not correctly apply the Generally Accepted Accounting Principles
relating to the accounting for the utilization of pre-emergence bankruptcy
NOL carry forwards. The Company has determined that during the first
three quarters of the fiscal year, it should have applied American
Institute of Certified Public Accountants Statement of Position 90-7,
Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code (“SOP 90-7”) to the utilization of its pre-emergence
bankruptcy NOL carry forwards. Angeion was in Chapter 11 Bankruptcy
Reorganization from June 2002 to October 2002.
Under SOP 90-7, the benefits realized from pre-emergence bankruptcy
NOLs should not have been reflected on the Company’s statements
of operation as a reduction in income tax expense. Instead, the benefits
should have been reflected in the financial statements first by reducing
the specified intangible assets (including Goodwill) resulting from
the reorganization until exhausted and thereafter being reported as
an increase to additional paid-in capital.
“For our newest shareholders, it should be noted that during
the Company’s 2002 restructuring, the Company took several steps
to preserve our use of these NOLs coming out of bankruptcy. The use
of these NOLs in fiscal 2006 benefited Angeion’s cash flow by
reducing the amount of income taxes payable,” commented Young. “While
we have not finalized the amount of the restatement, we believe that
the adjustment to net income will present our statements of operations
as if we were fully taxed for the first three quarters. We are taking
appropriate measures to ensure the appropriate presentation of the
use of these NOLs in the future. Additionally, our reported results
for previous fiscal years remain unaffected,” Young concluded.
Future Limitation on use of NOLs
Angeion also announced that in connection with the significant increase
in trading of its common stock during the fourth quarter of 2006, the
Company experienced an
“ownership change” within the meaning of Section 382 of
the Internal Revenue Code. Section 382 provides that if in any three-year
period, a 50 percent ownership change 3 occurs -- in essence the percentage
of an issuer’s common stock owned by five percent shareholders
changes by 50 percent, then the issuer’s ability to use NOLs
is limited in the future based in part on the value of the issuer at
the time of the ownership change. As a result of the ownership change,
Angeion’s future ability to use NOLs to offset taxable earnings
will be limited in accordance with Section 382.
Angeion had an NOL carry forward at October 31, 2005 of approximately
$130.6 million, which was available to reduce income taxes payable
in future years. The Company used approximately $3.1 million of this
carry forward in fiscal 2006 to offset taxable earnings and no carry
forwards expired unused. Approximately $78.4 million of this NOL carry
forward, if not used, would have expired over the next five years from
2007 to 2011.
As a result of the Section 382 ownership change, however, the Company’s
use of the NOL will be limited to approximately $1.3 million to $2.1
million per year, which will reduce the aggregate future NOLs available
to approximately $23.2 million to $26.8 million. Angeion is preparing
a detailed analysis of the future availability of NOLs in connection
with Company preparation of its Form 10-KSB for the year ended October
31, 2006.
The Company plans to report its final fourth quarter and fiscal year
2006 results on or before January 29, 2007, and will be reporting restated
results for the first three quarters at the same time.
About Angeion Corporation
Founded in 1986, Angeion Corporation acquired
Medical Graphics Corporation in December 1999. Medical Graphics develops,
manufactures and markets non-invasive cardiorespiratory diagnostic
systems that are sold under the MedGraphics (www.medgraphics.com) and
New Leaf (www.newleaffitness.com) brand and trade names. These cardiorespiratory
diagnostic systems have a wide range of applications in healthcare
as well as health and fitness. The Company’s products are sold
internationally through distributors and in the United States through
a direct sales force that targets heart and lung specialists located
in hospitals, university-based medical centers, medical clinics and
physicians’ offices, pharmaceutical companies, medical device
manufacturers, clinical research organizations, health and fitness
clubs, personal training studios, and other exercise facilities. For
more information about Angeion, visit www.angeion.com.
The discussion above contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements by their nature involve substantial risks
and uncertainties. Actual results may differ materially depending on
a variety of factors, including (i) the Company’s ability to
successfully operate its business including its ability to develop,
improve, and update its cardiorespiratory diagnostic products, (ii)
the Company’s ability to effectively manufacture and ship its
products in the quantities required to meet customer demands, (iii)
the Company’s ability to successfully defend itself from product
liability claims related to its cardiorespiratory diagnostic products
and claims associated with its prior cardiac stimulation products,
(iv) the Company’s ability to protect its intellectual property,
and (v) the Company’s dependence on third-party vendors. Additional
information with respect to the risks and uncertainties faced by the
Company may be found in, and any prior discussion is qualified in its
entirety by, the other risk factors that are described from time to
time in Angeion's Securities and Exchange Commission reports, including
but not limited to the Annual Report on Form 10-KSB for the year ended
October 31, 2005, and subsequently filed reports.
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