Stockpick.pro brings you all the stock news: Taro Pharmaceutical Industries Ltd. (Pink Sheets: TAROF), Nexia Holdings, Inc. (Pink Sheets: NXHD), Quasar Aerospace Industries, Inc. (PINKSHEETS: QASP), American Diversified Holdings (Pink Sheets:ADHC)
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Taro Pharmaceutical Industries Ltd. (Pink Sheets: TAROF)
HAWTHORNE, N.Y.–(Jan 28)– Taro Pharmaceutical Industries Ltd. (“Taro,” the “Company,” Pink Sheets: TAROF) today provided preliminary, unaudited and unreviewed financial results for the quarter and year ended December 31, 2010.
Fourth Quarter 2010 Highlights
Net sales of $102.2 million, a 22.7% increase over the fourth quarter of 2009.
Operating income increased 26.2% to $20.0 million, or 19.5% of net sales, compared to $15.8 million, or 19.0% of net sales, in 2009.
Income tax expense of $13.2 million compared to a net income tax benefit of $73.8 million in 2009. The 2009 net income tax benefit represents the reversal of a $76.2 million valuation allowance against the deferred tax assets in the U.S., in accordance with ASC Topic 740 Income Taxes (formerly SFAS No. 109, “Accounting for Income Taxes”) offset by income tax expense of $2.4 million. This reversal impacted both the fourth quarter and full year of 2009.
Net income was $4.4 million compared to net income of $88.0 million in the fourth quarter of 2009, a 95.0% decrease.
Full Year 2010 Highlights
Net sales of $392.7 million, a 9.4% increase over 2009.
Operating income increased 20.2% to $80.9 million, or 20.6% of net sales, compared to $67.3 million, or 18.8% of net sales, in 2009.
As a result, net income was $52.4 million compared to net income of $121.3 million in 2009, a 56.8% decrease.
The 2009 information presented in this press release is updated from our April 30, 2010 press release. The 2010 financial results do not include certain transaction costs for claims related to the change of control. The Company believes these claims are without merit.
Balance Sheet Highlights
Cash, including marketable securities, of $88.9 million, decreased $25.4 million from December 2009.
Total debt decreased $104.3 million to $59.4 million at December 31, 2010, as the Company focused on reducing its outstanding debt during the fourth quarter of 2010.
Dilip Shanghvi, Taro’s Chairman of the Board commented, “Though progress is being made by Taro, we continue to focus on the challenges ahead of helping Taro improve its performance on a sustainable basis. Even while Taro has been spending over 9% of its net sales on R&D over the past three years, its R&D output has been below its potential. Hence, significant efforts are required in improving product selection and team productivity to build a good quality pipeline for Taro. As the Taro team executes its plans to meet these challenges, improvement in performance will be gradual.”
2008 Audit Completed and Filed with the SEC; Status of 2009 Audit
On December 23, 2010, the Company filed its audited consolidated financial statements for the year ended December 31, 2008 on Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”).
Highlights, comparing audited financials to the last disclosed unaudited 2008 financials:
On the Statement of Income:
Net sales of $329.0 million, $7.7 million lower. This change was largely due to increases in the accruals for sales deductions, due to timing.
Operating income of $43.8 million, $11.3 million lower. This change was principally due to the aforementioned reduction in net sales and a $2.8 million impairment charge for the Company’s Ireland facility.
Net income of $30.5 million, $13.9 million lower, due to the above mentioned reductions and the corresponding tax impact of adjustments.
On the Balance Sheet:
Accounts Receivable-trade, $11.9 million lower. This change was largely due to increases in the accruals for sales deductions, due to timing.
Property, plant and equipment, $2.9 million lower, was primarily due to the $2.8 million impairment charge for the Ireland facility.
Audited financial statements for the full-year 2009 will be reported in filings with the SEC as soon as they become available, and may differ from the information currently and previously reported by the Company. Subject to the foregoing caveats, the 2009 information presented in this press release, updated from our April 30, 2010 press release, represents the best information currently available to Taro management.
The Company cautions that the financial information presented herein does not constitute complete financial information, has not been reviewed by its independent auditors and is subject to change as the Company continues to diligently work with its auditors to complete its 2009 audit in order to become current with its financial reporting obligations.
Annual General Meeting of Shareholders held December 30, 2010
The Company held its Annual General Meeting of Shareholders (the “Meeting”) on December 30, 2010. At the Meeting, the five incumbent directors (Dilip Shanghvi, Sudhir Valia, Aalok Shanghvi, Hasmukh Shah and Ilan Leviteh) were re-elected to the Company’s board of directors to serve until the close of the next Annual General Meeting of Shareholders. Also, Ms. Ilana Avidov-Mor and Mr. Dan Biran were elected as statutory external directors, as defined in the Israeli Companies Law, for a three-year term.
In addition, the shareholders appointed Ziv Haft, Certified Public Accountants (Israel), a BDO member firm, as the Company’s independent auditors until the close of the next Annual General Meeting of shareholders of the Company.
Alkaloida Chemical Company Exclusive Group Ltd. (“Alkaloida”) Exercises its Rights to Purchase 1,450,000 Additional Ordinary Shares of Taro
As previously announced, on September 20, 2010, Sun Pharmaceutical Industries Ltd. (together with Alkaloida and certain of its other affiliates, “Sun Pharma”) acquired controlling interest of Taro.
On January 18, 2010, Alkaloida acquired 712,500 Ordinary Shares of Taro pursuant to a certain Warrant No. 2 dated August 1, 2007 issued by the Company to Sun Pharma (the “Warrant”). Additionally, Alkaloida acquired 712,500 Ordinary Shares of the Company available pursuant to a certain Share Purchase Agreement dated May 18, 2007 between Alkaloida and the Company (the “SPA”).
As a result of the exercise of the Warrant and the purchase of shares by Alkaloida pursuant to the SPA, the Company’s issued and outstanding Ordinary Shares are currently 44,505,457 and Sun Pharma owns, or controls, 29,497,933, or 66.3%, of the Company’s Ordinary Shares, and with the Company’s Founders’ Shares, 77.3% of the vote attributable to the share equity of the Company.
About Taro
Taro Pharmaceutical Industries Ltd. is a multinational, science-based pharmaceutical company, dedicated to meeting the needs of its customers through the discovery, development, manufacturing and marketing of the highest quality healthcare products. For further information on Taro Pharmaceutical Industries Ltd., please visit the Company’s website at www.taro.com.
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Nexia Holdings, Inc. (Pink Sheets: NXHD)
SALT LAKE CITY, Jan. 28, 2011 — Nexia Holdings, Inc. (Pink Sheets: NXHD) reports that it has executed a Settlement Agreement to retire 200,000 shares of Nexia’s restricted Series C Preferred Stock, with a stated conversion value of $1,000,000, for the return of 200,000 shares of Preferred Convertible Stock held by Nexia in another pink sheet company. The agreement was executed on January 10, 2011 and the return of the outstanding shares of Series C Preferred Stock was completed on January 24, 2011 by the delivery of the necessary documents to the transfer agent for Nexia.
Richard Surber, CEO of Nexia, commented, “Retiring $1M worth of Series C Convertible Preferred is one of many steps that I am taking to improve the capital structure of Nexia. Nexia Holdings has also sent out a proposal to modify the manner in which Series C Preferred shares may be converted into shares of common stock. The full text of the proposed amendment will be posted on our Nexia Facebook page and www.otcmarkets.com at the appropriate time. The board of directors is taking immediate action to limit conversions of preferred shares into shares of common stock based upon relatively recent changes in the securities laws.”
Mr. Surber continued, “Additionally, shareholders should note that Nexia Holdings is currently taking the position that officers, directors, and affiliates may not sell any shares of common stock into the open market until such time as Nexia has been fully reporting for 12 months. The above facts remove the possibility of any portion of $2.5M worth of convertible preferred stock from hitting the open markets for a minimum of 18 months. Even after Nexia becomes fully reporting, insiders cannot sell more than 1% of total issued and outstanding shares every 90 days under Rule 144.”
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Quasar Aerospace Industries, Inc. (PINKSHEETS: QASP)
JACKSONVILLE, FL — 01/27/11 — Today, Quasar Aerospace Industries, Inc. (PINKSHEETS: QASP) (“Quasar”), a Colorado corporation, and Centaflix Corporation (“Centaflix”), a Florida corporation, agreed on the fundamental points of a merger and entered into a Letter of Intent, more particularly outlined below.
1. Purpose of Merger.
Sharing a common recognition of the need to achieve an adequate business scale and expand the companies’ services globally and in scope, Quasar and Centaflix believe that this strategic merger will provide the appropriate platform for effective growth into both companies’ respective industries. Through this merger, both corporations expect to smoothly integrate their respective infrastructure, management, and long-term viability goals into a merged entity confidently poised to provide its growing customer base with better services in a competitive business environment. In addition, growth through this merger will enable the merged company to meet its shareholders’ expectations.
2. Outline of Merger.
(1) Schedule of Merger.
Signing Letter of Intent for merger: January 27, 2011
Signing of Merger Agreement: On or before March 27, 2011 (as outlined in the abovementioned signed letter of intent.)
(2) Merger Form.
In the form of an absorption-type merger with Quasar as the surviving company.
(3) Content of Allotment in Relation to Merger.
The final allotment in relation to the merger is yet to be determined at this stage and will be notified at a later date once it is determined. However, the parties contemplate that Centaflix or a subsidiary of Centaflix will merge with and into Quasar in a tax-free reorganization transaction in which (i) Quasar will be the surviving corporation, (ii) all of the existing assets of Quasar will continue to be owned by Quasar, (iii) Centaflix or its shareholders will receive all of the issued and outstanding shares of Preferred Class A Stock and seventy-five percent (75%) of the issued and outstanding shares of common stock of the surviving corporation, and (vi) all of the shares owned by the existing shareholders of QUASAR shall be converted, in the aggregate, into twenty-five (25%) of the issued and outstanding shares of the surviving corporation.
3. Overview of Companies Involved in Merger.
As of January 27, 2011
—————————————————————————-
(1) Trade Name Quasar Aerospace Industries, Centaflix Corporation, and
Inc. Subsidiaries
(company being merged into) (company merging into another)
—————————————————————————-
(2) Description Quasar engages in the design, Centaflix and its subsidiaries
of Business manufacture, and sale of engage in the design,
aircrafts and aircraft manufacture, and
components in the United direct/indirect sale of its
States. The company also proprietary technology
operates a flight school at services and products for the
Herlong Airport in entertainment, technology, and
Jacksonville, Florida. In education industries. The
addition, it imports and company provides its services
sells aircrafts and aircraft globally. The company is based
components. The company is in Jacksonville, Florida.
based in Jacksonville,
Florida.
—————————————————————————-
(3) Jeff DiGenova James Owens
Representative
—————————————————————————-
4. Conditions of Merger.
The execution of the Merger Agreement is conditioned on the non-involvement of Dean Bradley, former Chief Executive Officer and member of the Board of Quasar, in any way in the ongoing business concerns of Quasar or this proposed merger transaction. As part of the terms and conditions of the letter of intent, any involvement by Dean Bradley in the management of Quasar, the operation of day-to-day activities of Quasar, or the negotiation, facilitation, or execution of this proposed merger shall result in an immediate termination of all merger activities with Centaflix.
5. Post-Merger Status.
(1) Trade Name: TBD
(2) Description of Business: TBD
(3) Head Office Location: TBD
(4) Representative: TBD
(5) Total Assets: TBD
(6) End of Fiscal Year: TBD
ALL INQUIRIES REGARDING THIS NOTICE OR THE PROPOSED MERGER SHOULD BE ADDRESSED TO THE FOLLOWING FIRM CONTACT:
BATAINEH | PALMERI, LLP
info@batainehlaw.com
c/o Quasar – Centaflix Merger Team
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American Diversified Holdings (Pink Sheets:ADHC)
DEL MAR, Calif., Jan. 27, 2011 — Ernest B. Remo, Chairman/CEO of American Diversified Holdings (Pink Sheets:ADHC) announced today that securities are eligible to be traded without any restrictions or limitations, as a direct result of fully reporting on the OTC Pink Sheets.
Mr. Remo further stated that “this will allow ADHC to access financing resources for its acquisition and growth strategy that heretofore have not been available.”
All current filings and financial information regarding ADHC is available on the OTC Pink Sheets website.
Further information regarding ADHC may be found at www.americandiversifiedholdings.com.
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