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Solar Integrated Publishes 2005 Annual Report and Notice of Annual and Special Meeting of Shareholders, Appoints New Director and Provides Update on Financial Position
London, UK, June 30, 2006 – Solar Integrated Technologies, Inc. (AIM: SIT.LN), a leading provider of building integrated photovoltaic (BIPV) roofing systems, announced today the publication of its 2005 Annual Report and Accounts for the year ended December 31, 2005 and a circular to shareholders convening the annual and special meeting of shareholders to be held on Thursday, July 13th, 2006 at 9:00 am (London time) at Second Floor, 85 Strand, London, WC2R 0DW. Copies of both of these documents will be available free of charge for a period of one month from the offices of KBC Peel Hunt Ltd. at 111 Old Broad Street, London, EC2R 1PH.
“The financial results reported in our 2005 Annual Report and Accounts do not vary in any material respect from the unaudited results that we released on May 25, 2006,” stated Jon W. Slangerup, Chief Executive Officer of Solar Integrated. “In addition, in our May 25 release, we reported that one of our top corporate priorities for 2006 is to strengthen the Company’s balance sheet. We reconfirm this objective in our 2005 Annual Report and highlight that we are currently evaluating various financing alternatives.”
“As reported in May, to sustain our continued growth, we are working diligently to address continued working capital and gross profit margin challenges,” stated John M. Palumbo, Solar Integrated’s Chief Financial Officer. “We reconfirm that we are committed to deliver revenue growth in excess of 80%, expand gross profit margins and manage our costs with discipline,” continued Mr. Palumbo.
The Company has significant working capital requirements including in order to (i) finance the up-front cost of manufacturing and installing solar roofing systems in transactions where third party financing is available only after a system is fully installed and generating power, (ii) finance the costs of continued investment in corporate infrastructure, including sales and marketing expansion, service and installation expansion, improved information technology infrastructure, and improved administrative facilities, (iii) continue to invest in product development and marketing of next generation solar roofing systems as well as new product lines and the Company’s Renewable Energy Management software system, (iv) maintain the inventory levels necessary to fulfill the Company’s existing and expected orders, and (v) continue to make required minimum purchases under the Company’s exclusive supply agreements to ensure exclusive security of supply.
The Company also reported that it expects to be in non-compliance with certain financial covenants under its credit facility with an affiliate of GE Energy Financial Services for the quarter ending June 30, 2006. There can be no assurance that the Company will obtain the necessary waivers.
Given this context, the Company’s management and board of directors believe that it is in the best interests of the Company’s shareholders for the Company to raise additional funding in order to (i) ensure that the Company has sufficient working capital to fund the Company’s continued growth and working capital requirements, (ii) position the Company to take advantage of certain value-generating commercial and other business opportunities, and (iii) ensure the Company has sufficient capital in order to be an attractive partner for customers and suppliers.
Although the auditor’s report accompanying the 2005 Annual Report and Accounts is not qualified, the report does include a going concern emphasis paragraph which references Note 2 to the Accounts relating to, among other things, the Company’s liquidity challenges and the importance of obtaining additional financing.
The Company’s Notice of Annual and Special Meeting of Shareholders and Proxy Circular that was mailed to shareholders today contain two items of special business. The first item is a proposal to amend the Company’s articles of incorporation to increase the maximum number of authorized shares from 50,000,000 to 250,000,000. The second item is to approve the issuance of an aggregate of up to 20,000,000 common shares at any time until the next annual meeting of shareholders, other than on a pre-emptive basis to shareholders.
The Company also announced today that it has attracted an exceptional candidate – Victor James Fryling – to add to this year’s slate of nominated directors. Victor J. Fryling, 58, has over 35 years of energy industry experience. Since December 2000, Mr. Fryling has served as a consultant and principal of Integrum Energy Ventures LLC, a management consulting firm. From 2001 to 2005, Mr. Fryling served as President and Chief Operating Officer of Renewable Energy Systems’ North American operations. RES is a leading wind energy company based in the UK owned by the McAlpine family, which has developed and constructed over 1,000 MWs in the USA. From 1986 to 2000, Mr. Fryling served in various management positions at CMS Energy Corporation, including as President from 1990 to 2000 and as Chief Financial Officer and Chief Operating Officer from 1996 to 2000. CMS was a $15 billion integrated energy company with operations in 23 countries during Mr. Fryling’s tenure. Mr. Fryling has served on the board of directors of CMS, and currently serves on the board of RES Americas (since 2003) and on the board and as chair of the audit committee of Basin Water, Inc., a groundwater treatment company (since 2003). Mr. Fryling received his B.A. in accounting and finance from Wayne State University. Mr. Fryling resides in Farmington Hills, Michigan, USA. There are no further disclosures to be made pursuant to schedule 2(g) of the AIM rules in relation to Mr. Fryling.
“We are pleased that we have been able to attract Vic Fryling as a nominee to our board,” reported David Potter, Chairman of the Board of Directors of Solar Integrated. “Vic brings a management, financial, operations and international background that is relevant to our business. He also qualifies as a financial expert under corporate governance standards and would be well suited to serve as the Chair of our Audit Committee.”
“If elected, Vic’s experience with growth companies in the energy sector will prove very valuable,” commented Mr. Slangerup. “We have assembled a board and management team that understands the opportunities and challenges associated with rapid growth, including the need for capital to fuel growth and finance working capital requirements.”
About Solar Integrated
Solar Integrated Technologies, Inc. (SIT: AIM.LN) is a Los Angeles-based company that designs, manufactures and installs building integrated photovoltaic, or BIPV, roofing systems for customers with non-residential buildings that have flat or low-slope rooftops. We believe we were the first company in North America to commercially market and sell an innovative and proprietary BIPV roofing system that combines flexible thin-film solar modules with a single-ply roofing membrane for the non-residential building market. Our BIPV roofing system enables our customers to transform a traditional rooftop into a value-generating asset. Our customers include Coca-Cola Enterprises, Frito-Lay, Honeywell, San Diego Unified School District, Toyota and Wal-Mart. For more information, please visit www.solarintegrated.com
This release includes forward-looking statements which are based on certain assumptions and reflect management’s current expectations as contemplated under the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of these factors include: uncertainty as to whether our strategies, partnerships and business plans will yield the expected benefits; general global economic conditions; general industry and market conditions and growth rates; increasing competition; the ability to identify, develop and achieve commercial success for new products, services and technologies; changes in technology; changes in laws and regulations, including government incentive programs; intellectual property rights; our ability to secure and maintain strategic relationships, including key supply relationships; the availability and cost of capital; the availability of, and our ability to retain, key personnel; and the failure of the Company to effectively integrate acquisitions. Additional factors are discussed in our public disclosure materials from time to time. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Company Contacts:
Solar Integrated Technologies, Inc. Solar Integrated Technologies, Inc.
R. Randall MacEwen John M. Palumbo
Executive Vice President, Corporate Development Chief Financial Officer
Los Angeles, California, USA Los Angeles, California, USA
+1.323.231.0411 +1.323.231.0411
Media Contacts:
Gavin Anderson & Company Solar Integrated Technologies, Inc.
Ken Cronin or Deborah Walter Dona Garcia
London, UK Los Angeles, California, USA
+44.20.7554.1400 +1.323.231.0411
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