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SOLAR INTEGRATED REPORTS 2006 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE London, UK and Los Angeles, California, May 8, 2007 – Solar Integrated Technologies, Inc. (AIM:SIT.LN), a leading provider of building integrated photovoltaic (BIPV) roofing systems, announced today its financial results for the twelve months ended December 31, 2006 and highlights of recent corporate activities. Unless otherwise noted, all amounts are reported in U.S. dollars. This press release contains both GAAP and non-GAAP financial information. 2006 Financial Highlights
2006 Operational Highlights
2006 Organizational Highlights
2007 Outlook
Commenting on the results, R. Randall MacEwen, President & CEO, said: “With a cash liquidity crisis, 2006 was a difficult period for Solar Integrated. While our financial results reflect this, we have made important and measured steps to improve the Company’s business fundamentals. With the completion of our equity capital raise in December 2006, a growing order book of profitable business, a high organizational focus on gross margin, and disciplined management of our overhead costs and working capital, we are well positioned to improve our financial performance in 2007.” “We have a product and service capability that is increasingly capturing the BIPV market’s attention. We have developed a solid reputation in the market based on our building-integrated, ‘no compromise’ approach to our customer’s solar roofing requirements. Our recent commercial wins confirm the market acceptance of our product and installation approach.” The Company will host a conference call on Tuesday, May 8th, 2007 at 1:00 pm London time/8:00 am ET/5:00 am PT. Investors and analysts can participate in the call by dialing +44.20.8974.7900 with access code 689300. About Solar Integrated:
Solar Integrated Investor Contacts: Solar Integrated Media Contacts: Solar Integrated Nominated Adviser: * * * * * * * * * * * * * * * * * * * * * * * * * * * 2006 Financial Highlights On a GAAP basis, Solar Integrated reported revenue for 2006 of $38.2 million, gross margin of 7.2%, an operating loss of $20.7 million and a net loss of $22.6 million resulting in a loss per share of $0.61. In the second half of 2006, the Company slowed production and certain other business activities during its cash liquidity crisis and restructuring phase. During this period, the Company determined to maintain its production staff and certain other business activities, resulting in unabsorbed production and other costs, which negatively impacted the Company’s gross margin in the second half of 2006. On a non-GAAP basis, adjusted to exclude $1.3 million of costs related to unabsorbed production and other costs and an inventory write-down, gross margin for 2006 H2 was 12.7%, compared to 7.5% in 2006 H1, and 10.6% for the full year.
The Company’s revenue and gross margin performance for 2006 H1, 2006 H2 and 2006 full year for these four market segments are as follows: Revenue & Gross Margin by Market Segment (in $000's)
On a non-GAAP basis, adjusted to exclude $1.3 million of costs related to unabsorbed product and other costs and an inventory write-down, and adjusted to exclude the U.S. Financed Solar market segment, gross margin for 2006 H2 was 19.3%. The margin performance for the U.S. Financed Solar segment was negatively impacted primarily as a result of lower than expected sales revenue and related financing. As a result of this gross margin performance, the Company engaged in a strategic review of the Company’s approach to this market segment. During this review period and given the challenging working capital environment, the Company continued to complete additional U.S. Financed Solar projects in the second half of 2006 in order to turn inventory into capital. Strategically, the Company determined that there was a need to continue to access this customer base while effectively managing the Company’s risk profile and cash flow. The Company also determined that it should approach this market segment in a way that aligns with the Company’s core competencies and resource constraints. Beyond raising equity capital, one of Solar Integrated’s primary objectives when the Company was reviewing strategic alternatives last year was to strengthen the Company’s platform to effectively compete for and profitably close business for U.S. Financed Solar. As part of the Company’s December 2006 financing, Brian E. Caffyn joined Solar Integrated as non-executive Chairman of the board of directors. Mr. Caffyn brings significant experience to Solar Integrated in profitably structuring and developing renewable energy projects in the United States and Europe. Mr. Caffyn is the chairman and majority owner of UPC Solar, a developer of solar energy projects in the United States, which is part of Mr. Caffyn’s UPC Energy group of companies. UPC Solar has an experienced team of renewable energy project development professionals that are actively engaged in U.S. solar project development. In April 2007, the Company announced that it had entered into a preferred supply and cooperation agreement with UPC Solar. Under the agreement, Solar Integrated will be the preferred supplier to UPC Solar of BIPV roofing systems and certain other thin film solar products, solar roofing installation services, and renewable energy management software systems for solar installations. UPC Solar will be Solar Integrated’s preferred developer for solar energy projects in the United States where the end customer prefers to purchase solar generated electricity under a long term power purchase agreement rather than purchase, own and operate the solar energy system directly. With this new arrangement with UPC Solar, the Company believes it can achieve gross margins in excess of 15% for its U.S. Financed Solar market segment in 2007. Selling, General and Administrative expenses for 2006 were $18.3 million, including $2.5 million in non-recurring costs for professional and advisory fees, sales and marketing expenses, information technology expenses, a write-down in the value of certain renewable energy credits owned by the Company, and other non-recurring expenses, $1.0 million in non-cash stock based compensation, and $0.3 million in non-cash depreciation. In the second half of 2006, the Company implemented a cost reduction program, including a reduction in excess of 10% in the Company’s headcount, which is expected to yield annualized cost savings in excess of $2.5 million. These cost savings will be partially offset by recent staff hires in sales and estimating to support increased sales activity. In connection with this cost reduction program, the Company recorded a severance charge of $1.9 million in 2006. 2006 SG&A expenses adjusted to exclude non-recurring costs and non-cash stock based compensation and depreciation was $14.5 million. In 2006, as a prudent accounting matter, the Company recorded an impairment of its $3.3 million receivable from SCR Group, Inc. Under the terms of a separation agreement with Bruce M. Khouri, a co-founder and non-executive director of the Company, Mr. Khouri has provided the Company a personal guarantee pursuant to which he has agreed, conditional upon any future sale by Mr. Khouri of his holding of common shares of the Company, to direct the first use of net proceeds from such sale to re-pay the $3.3 million receivable from SCR to the Company. The Company had $20.5 million in inventory as at June 30, 2006. During the second half of 2006, the Company temporarily reduced its intake of inventory to better align with sales and production requirements. The Company’s inventory was $14.0 million as at December 31, 2006. In August 2006, the Company obtained a waiver from its breach of certain covenants under the Company’s revolving line of credit with an affiliate of GE Energy Financial Services. The credit facility was also amended to provide access to more capital under the borrowing base eligibility criteria and to provide the Company with more flexibility relating to the facility’s financial covenants. In December 2006, the Company completed an equity financing with the issuance of 33,333,333 common shares at a price per share for aggregate gross proceeds of $19.5 million. After repaying its senior credit facility and aged payables from the net proceeds of the placing, the Company had $7.0 million in cash as at December 31, 2006. The auditor’s report accompanying the Company’s 2005 Annual Report and Accounts included a going concern emphasis paragraph relating to, among other things, the Company’s liquidity challenges and the importance of obtaining additional financing. The auditor has advised the Company that the audit report for Solar Integrated’s 2006 Annual Report and Accounts will not include a “going concern” emphasis paragraph. 2007 Outlook The Company confirms its prior 2007 revenue guidance in the range of $60 million to $80 million and 2007 full year consolidated gross margin guidance in excess of 15%. Consistent with prior periods, the Company expects to book a higher level of revenue and gross profit in 2007 H2 than in 2007 H1. First half revenue is, and typically has been, lower than the second half revenue in large part as a result of the seasonality of the business, including the rainy season in Southern California, the winter season in Germany, and the budget and construction cycles of the Company’s target customers. As the Company is involved in a construction, project-based business, the Company may experience lumpiness from period to period. Mr. MacEwen stated: “We recently announced our first solar ground-mount contract win, a $10 million project in Italy, as well as the completion of our first solar carport project in California. In addition to effectively responding to the strong market interest in our BIPV roofing systems, we continue to demonstrate our ability to innovate and expand our product portfolio to meet customer requirements. In 2007, we will also continue to focus our organization and partners on product cost reduction to support our long term strategic goal of achieving cost-parity with peak retail electric rates.” John M. Palumbo, Chief Financial Officer, added: “While we have more work to do in 2007, we have made significant improvement in the quality of our accounting records and the timing for the closing of our books. We are continuing to improve internal controls and the reporting capabilities of the organization.” Non-GAAP Measures: Forward-Looking Statement: Consolidated Balance SheetsASSETS(U.S. Dollars) (in thousands)
The accompanying notes are an integral part of these statements. Consolidated Balance SheetsLIABILITIES AND SHAREHOLDERS’ EQUITY(U.S. Dollars) (in thousands except per share data)
The accompanying notes are an integral part of these statements. Consolidated Statements of Operations(U.S. Dollars) (in thousands except per share data)
The accompanying notes are an integral part of these statements.
Consolidated Statement of Shareholders’ Equity31 December 2006 and 2005(U.S. Dollars) (in thousands)
The accompanying notes are an integral part of these statements. Consolidated Statement of Cash Flows(U.S. Dollars) (in thousands)
The accompanying notes are an integral part of these statements. Consolidated Statement of Cash Flows(U.S. Dollars)(in thousands)
The accompanying notes are an integral part of these statements. Notes to Consolidated Financial Statements(U.S. Dollars) December 31, 2006 and 2005Note 1: Description of Business Note 2: Summary of Significant Accounting Policies Basis of Presentation In fiscal 2005, the Company began preparing its financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Prior to fiscal 2005, the Company was reporting under International Financial Reporting Standards (“IFRS”). The accompanying financial statements for the years ended December 31, 2006 and 2005 have been presented in accordance with US GAAP. These financial statements are presented in U.S. dollars as that is the currency in which the majority of the Company’s transactions are denominated. The consolidated financial statements for the year ended December 31, 2005 have been restated to correct the accounting for warrants issued by the Company and derivative instruments contained in the convertible note instruments. Principles of Consolidation These consolidated financial statements include the accounts of the Company and its subsidiaries which are wholly-owned. All inter-company transactions and balances have been eliminated on consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company include allowances for potentially uncollectible accounts receivable, warranty provisions, provisions for obsolete inventory and valuation allowances. Fair Values of Financial Instruments The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. At the balance sheet date, the fair values of the Company’s financial assets and financial liabilities approximate their carrying values. Cash and Cash Equivalents Cash and cash equivalents comprise current bank accounts and other bank deposits free of encumbrances and having original maturities of less than three months. Restricted Cash and Other Assets In connection with the structured financing arrangement with GE Commercial Finance Energy Financial Services (“GE EFS”), a unit of General Electric Capital Corporation, the Company was required to deposit a portion of the proceeds from the borrowings with GE EFS. If necessary, GE EFS may use such amounts to offset any shortfall in payments required from the Company under the structured finance arrangement. In addition, payments received from customers under sales type lease agreements are deposited directly into restricted bank accounts. Amounts deposited into restricted bank accounts are used to fund the debt owed under the structured finance arrangement with GE EFS. At December 31, 2006, the Company held approximately $740,000 in restricted cash. See Note 9: Long-Term Debt. Foreign Currency Translation For the Company’s foreign operations, the local currency is the functional currency. Monetary assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the period-ending exchange rate. Non-monetary assets are translated at historic rates of exchange. Revenues and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the average rate of exchange for the year, except for depreciation and amortization which are translated at historic rates. Resultant gains and losses are included in the results of operations, and have no material impact on results as of December 31, 2006 and 2005. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily limited to receivables. The Company performs credit evaluations of its customers’ financial condition whenever deemed necessary and generally does not require collateral. The Company maintains an allowance for doubtful accounts receivable based upon the expected collectibility of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. Inventories Raw materials are valued at the lower of cost, determined on a first-in first-out basis, and replacement cost. Finished goods and work-in-progress are carried at the lower of cost, determined on a first-in first-out basis, and net realizable value. Cost comprises invoice value plus applicable landing charges in the case of raw materials, packing materials, spares and consumables. Finished goods comprise cost of materials plus attributable labor and overhead charges that have been incurred in bringing the inventories to their present location and condition. Net realizable value is based on estimated selling price less estimated costs to completion of sale. Plant and Equipment Plant and equipment are carried at cost less accumulated depreciation. Plant and equipment are depreciated using the straight-line method over their respective estimated useful lives as follows:
Depreciation is charged on these assets from the date on which they are placed in service. Solar Systems Under Operating Leases, net of Accumulated Depreciation Solar Systems under operating leases are recorded at cost and depreciated over the lease term of twenty years using the straight-line method. No depreciation was recorded in fiscal 2006 as the asset was not placed into service. The lease payments will commence when the assets are placed in service which is expected to be in 2007. Long-Lived Assets Long-lived assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent, when testing for and measuring impairment. Impairment losses are recorded when the carrying amount of long-lived assets exceed the sum of undiscounted cash flows expected to result from their use and eventual disposition and are measured as the amounts by which the long-lived assets’ carrying amounts exceed their fair value. There were no adjustments to the carrying value of long-lived assets during the year ended December 31, 2005. In 2006, the Company wrote off the value of certain legal costs that had been capitalized in setting up the structured finance program totaling $973,000. Revenue Recognition Revenue is recognized when there is persuasive evidence of an agreement, the goods have been delivered, the fee is fixed or determinable, and collection is reasonably assured. Installed BIPV Systems and Traditional Roofing: The Company has recorded revenue under the completed contract method for both BIPV installed systems and traditional roofing projects. The completed contract method was not an acceptable revenue recognition method under IFRS; accordingly, the Company previously recognized revenue under the percentage of completion method for both installed BIPV systems and traditional roofing projects. For sales where the customer has contracted for the Company to supply and install its BIPV roofing system, revenue is typically recognized when the installation of the system is complete. When customer acceptance clauses are considered to be substantive, recognition of revenue is deferred until customer acceptance is received. The Company capitalized $5,685,000 and $1,754,000 for costs incurred from uncompleted contracts as of December 31, 2006 and 2005, respectively. For sales of BIPV systems where the customer does not contract the Company to install the system, revenue is typically recognized at time of shipment according to the contractual arrangements with the customer. Sales Type Lease: The Company offers a structured finance offering (See Note 9: Long-Term Debt) that is considered a leasing type transaction for certain BIPV system projects. These transactions transfer substantially all of the risks and rewards of ownership to the customer and are classified as sales-type leases and are recorded as equipment revenue as a result of meeting the criteria established in Statement on Financial Accounting Standard (SFAS) No. 13 “Accounting for Leases”. The revenue associated with sales-lease type transactions is equal to the total lease receivable net of unearned income. During the period ended December 31, 2006, $16 million of the Company’s revenue was recognized under this arrangement. Operating Lease: In December 2005, the Company entered into two lease agreements for BIPV systems that did not meet the criteria of a sales type lease. These two leases are classified as operating leases. No revenue has been recorded on these two lease arrangements as the equipment has not been placed into service. The amount of the payments due from the customers under these two lease agreements will vary depending upon a cost savings formula included in the lease arrangement. Customers will be billed monthly in accordance with the stipulated cost saving formula in the agreement. Due to the variability in projecting the future minimum lease payments, rental income will be recorded into income on a monthly basis as the amount due under the lease formula becomes determinable. In connection with these two installations, the Company collected rebates from local utility agencies for renewable energy construction totaling $2,109,000 in December 2005. Income Taxes In May 2004, the Company filed an election to be taxed as a C corporation. Therefore, the Company is subject to federal and local taxes on corporate income for periods after May 6, 2004. The Company has experienced large net operating losses and has recorded a full valuation allowance against the deferred tax asset. The need for the valuation allowance is due to the start-up nature of the Company and lack of historical profits. Warranty Provisions The Company typically provides a 20-year roof warranty, a 20-year power warranty and 5-year warranty on inverters. These warranties are typically matched by back-to-back warranties from suppliers. The warranty provision represents management’s best estimate of the liability under warranties granted on transactions to date. Provisions for warranty costs are recognized at the date of sale of the relevant products, at management’s best estimate of the expenditure required to settle the liability, taking into account the specific arrangements of the transaction and past history. The activity for the years ended December 31, 2006 and 2005 was as follows:
Research and Development Research and development costs incurred by the Company are expensed. Stock-Based Compensation Effective January 1, 2006, the Company adopted SFAS No. 123R using the modified prospective transition method. SFAS No. 123R revises SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees . SFAS No. 123R is supplemented by SEC Staff Accounting Bulletin (“SAB”) No. 107, Share Based Payment . SAB No. 107 expresses the SEC staff’s views regarding the interaction between SFAS No. 123R and certain SEC rules and regulations including the valuation of share-based payment arrangements. The Company recognizes the cost of all employee and director stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. Since the Company has selected the modified prospective method of transition, the prior periods have not been restated. Prior to adopting SFAS No. 123R, the Company applied APB Opinion No. 25, and related Interpretations in accounting for its stock-based compensation plans. All stock options were granted at or above the grant date market price. Accordingly, no compensation cost was recognized for stock option grants prior to 2006. Under this transition method, stock based compensation cost recognized for the year ended December 31, 2006 includes: (i) compensation cost for all stock-based payments granted prior to, but not yet vested, as of January 1, 2006, and (ii) compensation cost for all stock-based payments granted or modified subsequent to January 1, 2006. The stock-based compensation expense recorded in accordance with FAS 123R was $681,000 for the year ended December 31, 2006 recorded in selling, general and administrative expense caption of the Company’s Consolidated Statement of Income. Also, in November 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 123R-3 (“FSP 123R-3”), Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards. FSP 123R-3 provides an elective alternative transition method for calculating the pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to the adoption of FAS 123R. The Company elected not to adopt the alternative transition method provided in the FASB Staff Position and followed the original guidance in SFAS No. 123R for calculating the pool of excess tax benefits. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123R during the prior periods presented. For the purposes of this pro forma disclosure, the value of the options is estimated using a Black-Scholes option-pricing model and amortized to expense over the options’ vesting periods.
Note 3: Trade Receivables
At December 31, 2006, 33% of the Company’s trade receivable balance was due from six customers while at December 31, 2005, 43% of the trade receivable balance was due from two customers. Based on the Company’s knowledge of the financial condition of its customers, an allowance for uncollectible balances was established at December 31, 2006. Note 4: Lease Receivables Sales Type Leases
Executory costs included in total minimum lease payments were not significant. In addition, no value was assigned to the estimated residual value of the leased equipment due to the twenty year lease term. Future minimum receivables under all non-cancelable sales type leases as of December 31, 2006 are as follows:
Solar Systems Under Operating Leases Monthly lease payments due under the operating leases vary depending upon the energy output from the solar system and a cost savings formula included in the lease agreements. Due to the variability in projecting the future minimum lease payments, rental income will be recorded into income on a monthly basis as the amount due under the lease formula becomes determinable. Note 5: Inventories
Inventories have been pledged as security under the Company’s credit facility (See Note 9: Long-Term Debt). Note 6: Related Party Transactions SCR Group, Inc. At the time of the Company’s formation and subsequent admission to AIM in May 2004, SCR Group, Inc. (“SCR”) was a well established provider of energy efficient roofing systems for a wide range of commercial and industrial buildings. The Company’s co-founders, Bruce M. Khouri and Edward J. Stevenson, were and remain the joint owners of SCR. Bruce M. Khouri is currently the Company’s largest shareholder and a non-executive director of the Company’s board of directors. He retired as the Company’s President and Chief Operating Officer in December 2006. Edward J. Stevenson retired as the Company’s Chief Executive Officer in February 2005. On January 31, 2006, Mr. Stevenson sold all of the 12,466,500 common shares of the Company held by him at $5.34 (£3.00) per share to a group of institutional investors. In connection with this sale, Mr. Stevenson resigned as a member of the Company’s board of directors. SCR was initially a valuable source of pre-qualified customers for the Company’s products and services. SCR’s established track record provided the credit history which was used to arrange for early credit arrangements entered into by the Company. Typically, where either the Company or SCR entered into material credit arrangements, the relevant creditor sought a cross-guarantee from the other company, as well as personal guarantees from Bruce M. Khouri and Edward J. Stevenson in certain circumstances. In January 2005, the Company entered into an asset-based $15 million line of credit agreement with a bank with a maturity date of December 31, 2005. In addition to the loan agreement, the Company’s bank lender also provided the Company with an equipment finance loan with a $3 million term note. Both the line of credit and equipment term loan were guaranteed by SCR. In turn, the Company provided a cross-guaranty to the bank lender for certain bank debt of SCR. In November 2005, the Company used part of the net proceeds of its US $37 million private placement of convertible notes to repay the full outstanding amount of $9.2 million under the Company’s line of credit with the bank, an additional $2.2 million under the equipment term loan, and an additional amount of US $2.1 million of senior bank debt owed by SCR under the terms of the cross-guarantee provided by the Company. As consideration for the Company paying off such amount, SCR provided the Company a promissory note | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||