Second Quarter Revenues up 16 Percent to $59.7 Million, Adjusted
EBITDA Increased 31 Percent to $38.6 Million New Skies Satellites
Holdings Ltd. ("New Skies") (NYSE:NSE), the global satellite
communications company, today reported financial results for the
three- and six-month periods ended June 30, 2005. Revenues for the
quarter were $59.7 million, up 16 percent over the same period in
the prior year, net loss was $13.2 million and Adjusted EBITDA(a)
was $38.6 million, up 31 percent over the same period in the prior
year. Commenting on the results, New Skies CEO, Dan Goldberg, said:
"New Skies had an exceptionally busy and productive second quarter.
With respect to our financial performance, I am pleased to report
that we increased revenues 16 percent relative to the same period
last year, primarily a reflection of the fact that we sold a
significant amount of capacity over the last twelve months. Indeed,
the utilization of our state-of-the-art satellite fleet grew from
52 percent to 61 percent in that period. In the last quarter we
secured a number of important commercial opportunities for data and
IP services in Central Asia, the Middle East, Africa and Asia;
video services in Southeast Asia, the Indian subcontinent, and
Latin America; and government services around the world.
Importantly, the combination of strong top line growth and
meaningful cost savings from our continued efforts to enhance our
operational efficiency resulted in a 31 percent increase in
Adjusted EBITDA on a year-on-year basis. Underscoring the largely
fixed cost nature of our operations, Adjusted EBITDA margins grew
from 57 percent to 65 percent in this period. Notwithstanding the
strong growth in revenue and Adjusted EBITDA, we had a net loss for
the quarter of $13.2 million as a result of higher interest charges
arising from the debt we put in place to finance the acquisition of
New Skies Satellites N.V. by affiliates of The Blackstone Group as
well as a one-time fee associated with our initial public offering.
In addition to our strong financial performance, I am pleased that
we completed in May our initial public offering on the New York
Stock Exchange. The IPO allowed us both to broaden our shareholder
base and further reduce our outstanding debt. In this regard, the
IPO proceeds, the cash returned to us from Boeing as a result of
the renegotiation of the NSS-8 program, and our operating cash
flows enabled us to reduce our debt by over $230 million - 31
percent of the total debt outstanding at the outset of the year -
in the first six months of this year. And in addition to our
emphasis on deleveraging, the commencement last month of our
quarterly dividend payments reflects our strong commitment to
returning value to shareholders. I am also pleased to inform you
that in July we reached an agreement with SES Global S.A.
affiliates relating to certain orbital slot coordination matters.
Under its terms, New Skies agreed not to bring an FSS satellite
into use at the 125 degrees west longitude location in order to
ensure that SES will be able to operate its own satellite at this
location without interference. In return, SES will make a total
payment to New Skies of $9.5 million, which we expect to receive
early this month. This payment will be reflected in our third
quarter results. In sum, our strong year-to-date performance -
including our increased capacity utilization rate and meaningful
top line and margin growth - is a reflection of the dedication of
the entire New Skies team to deliver the highest quality services
possible, the customer community's recognition of our powerful and
flexible satellites, and our relentless pursuit of enhanced
operating efficiency. I am pleased with the progress we have made
in the first six months of this year and our prospects going
forward." Financial highlights: For the three- and six- month
periods ended June 30, 2005, New Skies achieved the following
financial results: -- Revenues for the three months ended June 30,
2005 were $59.7 million, an increase of $8.4 million, or 16
percent, from $51.3 million in the same period in 2004. For the
first six months of the year, revenues were $117.9 million, up
$14.8 million, or 14 percent, compared to $103.1 million in 2004.
These amounts exclude proceeds arising from the resolution of
certain orbital slot coordination matters. The revenue growth was
primarily due to an increase in the overall satellite fleet fill
rate to 61 percent as of June 30, 2005 compared to 52 percent as of
June 30, 2004. -- On-going operating expenses, comprised of Cost of
Operations and Selling, General and Administrative costs, decreased
by $2.1 million, or 9 percent, in the quarter primarily as a result
of reductions in third party teleport and other operating
expenditures. For the six month period, our Cost of Operations and
Selling, General and Administrative costs decreased by $5.5
million, or 11 percent, as compared to the same period in 2004.
Reduction was driven by lower third party teleport costs, in-orbit
insurance and overall operating expenditures. -- Stock-based
compensation recorded in accordance with Statement of Financial
Accounting Standards No. 123 was $9.6 million and $13.2 million for
the three- and six-month periods ended June 30, 2005, respectively,
compared to $0.7 and $1.4 million, respectively, in the same
periods in 2004. -- Sponsor monitoring agreement fees for the
quarter were $6.6 million and $6.9 million for the six-month period
ended June 30, 2005. These amounts are inclusive of a $6.1 million
charge in connection with the termination of the agreement upon
completion of the Company's Initial Public Offering. -- The gain on
frequency coordination reflects a one-time payment from SES Global
S.A. affiliates of $10.0 million in the first quarter 2005. In
2004, we received a one-time payment from Intelsat LLC of $32.0
million following the successful resolution of certain longstanding
frequency coordination matters. -- Interest expense, net was $17.0
million and $35.9 million for the three- and six-month periods
ended June 30, 2005, respectively, compared to $0.3 million and
$0.6 million, respectively, in the same periods in 2004. The net
increase was due to the addition of new debt in respect of the
purchase of the assets and liabilities of New Skies Satellites N.V.
by affiliates of The Blackstone Group. Also included are non-cash
charges of $5.2 million and $8.6 million, for the three- and
six-month periods ended June 30, 2005, respectively, related to the
accelerated amortization of debt issuance costs associated with the
early repayment of a portion of our term loan facility. -- Net loss
for the second quarter of 2005 was $13.2 million compared to net
income of $19.5 million in the same period in the prior year. For
the six-month period net loss was $12.8 million compared to net
income of $19.6 million in the same period in 2004. -- In the
second quarter of 2005, Adjusted EBITDA was $38.6 million, compared
to $29.4 million for the same period in the prior year, reflecting
an increase of $9.2 million, or 31 percent. Adjusted EBITDA margin
increased to 65 percent from 57 percent in the same period in the
prior year. Adjusted EBITDA for the six months ended June 30, 2005
increased $17.5 million, or 30 percent, to $75.4 million, as
compared to $57.9 million for the same period in 2004. The Adjusted
EBITDA margin for the six-month period ended June 30, 2005 was 64
percent compared to 56 percent in the same period in 2004. --
Backlog at the end of the second quarter of 2005 was $555 million,
approximately three times annual revenues, compared to $649 million
in the same period last year and $558 million at the end of the
first quarter of 2005. -- Total long-term debt as of June 30, 2005
was $513.6 million, reflecting a total paydown of $231.4 million
for the first six months of the year, thus reducing long-term third
party debt(b) to Adjusted EBITDA(c) from 6.2x as of December 31,
2004 to 3.7x as of June 30, 2005. -- During the quarter, the
Company also declared a partial, quarterly cash dividend for the
period from May 13, 2005 to June 30, 2005, in the amount of
$0.252146 per share, with an intended level of $1.8525 per share
for the first four full fiscal quarters following the Initial
Public Offering. Initial Public Offering On May 10, 2005, New Skies
completed the sale of 11.9 million newly issued ordinary shares,
equivalent to 37 percent of the total currently issued and
outstanding ordinary shares in an initial public share offering
that generated gross proceeds of $196.4 million. The sale of an
additional 1.8 million shares, consisting of shares used to cover
over-allotments, was completed on May 27, 2005. About New Skies
Satellites (NYSE:NSE) New Skies Satellites is one of only four
fixed satellite communications companies with global satellite
coverage, offering data, video, Internet and voice communications
services to a range of telecommunications carriers, broadcasters,
large corporations, Internet service providers and government
entities around the world. New Skies has five satellites in orbit,
one spacecraft under construction (NSS-8) and ground facilities
around the world. New Skies Satellites Holdings Ltd. is
headquartered in Hamilton, Bermuda, and has subsidiaries with
offices in The Hague, Hong Kong, New Delhi, Sao Paulo, Singapore,
Sydney and Washington, D.C. (a) See definition of Adjusted EBITDA
and the related reconciliations in Note 2 of "Notes to the
consolidated quarterly financial information". (b) Long-term third
party debt includes borrowings under the senior secured credit
facilities and fixed floating rate notes, amounting to $745.0
million and $513.6 million as of December 31, 2004 and June 30,
2005, respectively. (c) Adjusted EBITDA for the four-quarter period
ended December 31, 2004 and June 30, 2005 was $120.5 million and
$138.1 million, respectively. Conference call: CEO Dan Goldberg and
CFO Andrew Browne will host a conference call today at 11:00 a.m.
(EST). To listen in please dial +1 888 222 0364, passcode "New
Skies." International dial-in number is +1 334 323 6203. The call
will also be webcast live on the New Skies web site at:
http://www.newskies.com/investors.htm. The conference call will be
available for replay, 24 hours a day for the subsequent 5 working
days and will also be archived on New Skies' website. The dial-in
number for the replay is +1 888 365 0240 or +1 954 334 0342 for
international callers. Passcode: 670970. Safe Harbor Section 27A of
the U.S. Securities Act of 1933 and Section 21E of the U.S.
Securities Exchange Act of 1934 provide a "safe harbor" for
forward-looking statements made by an issuer of publicly traded
securities and persons acting on its behalf. New Skies Satellites
Holdings Ltd. has made certain forward-looking statements in this
document in reliance on those safe harbors. A forward-looking
statement concerns the company's or management's intentions or
expectations, or are predictions of future performance. These
statements are identified by words such as "intends", "expects",
"anticipates", "believes", "estimates", "may", "will", "should" and
similar expressions. By their nature, forward-looking statements
are not a matter of historical fact and involve risks and
uncertainties that could cause New Skies' actual results to differ
materially from those expressed or implied by the forward-looking
statements for a number of reasons. Factors which may affect the
future performance of New Skies include: delays or problems in the
construction or launch of future satellites; technical performance
of in-orbit satellites and earth-based infrastructure; increased
competition and changes in technology; growth of and access to the
company's target markets; legal and regulatory developments
affecting the company's business; and worldwide business and
economic conditions, among other things. These risks and other
risks affecting New Skies' business are described in the company's
periodic filings with the U.S. Securities and Exchange Commission,
including but not limited to New Skies' Registration Statement on
Form S-1 (File No. 333-122322). Copies of these filings may be
obtained by contacting the SEC. New Skies disclaims any obligation
to update the forward-looking statements contained in this
document. -0- *T New Skies Satellites Holdings Ltd. and
Subsidiaries Consolidated Balance Sheets June 30, 2005 and December
31, 2004 (unaudited) (In thousands of U.S. Dollars, except share
data) June 30, December 31, 2005 2004 ---------- ----------- Assets
Current Assets Cash and cash equivalents $ 40,891 $ 37,974 Trade
receivables 36,403 36,371 Prepaid expenses and other assets 10,033
10,591 ---------- ----------- Total Current Assets 87,327 84,936
Communications, plant and other property, net 683,774 895,906
Deferred tax asset 20,844 17,362 Restricted cash 30,000 - Debt
issuance costs 21,846 32,109 ---------- ----------- TOTAL $843,791
$1,030,313 ========== =========== Liabilities and Shareholders'
Equity Current Liabilities Accounts payable and accrued liabilities
$ 29,357 $ 28,381 Accrued interest 7,094 4,880 Dividends payable
8,524 - Income taxes payable 19,782 20,480 Deferred tax liabilities
7,969 10,848 Deferred revenues and other liabilities 23,029 21,031
Satellite performance incentives 5,340 6,332 ---------- -----------
Total Current Liabilities 101,095 91,952 Deferred revenues and
other liabilities 9,178 10,224 Satellite performance incentives
28,274 30,597 Preferred equity securities subject to mandatory
redemption - 164,327 Long-term debt 513,560 745,000 ----------
----------- Total Liabilities 652,107 1,042,100 ----------
----------- Shareholders' Equity (Deficit) Ordinary Shares(1)
(57,142 shares authorized, par value $35.00; 43,312 shares issued
as of December 31, 2004) - 1,516 Preferred Shares (250,000,000
shares authorized, par value $0.01; none issued) - - Ordinary
Shares(D) (500,000,000 shares authorized, par value $0.01;
32,288,731 shares issued as of June 30, 2005) 323 - Additional
paid-in capital 296,602 - Accumulated deficit (105,651) (13,973)
Accumulated other comprehensive income 410 670 ----------
----------- Total Shareholders' Equity (Deficit) 191,684 (11,787)
---------- ----------- TOTAL $843,791 $1,030,313
====================== See notes to the consolidated quarterly
financial information (D) At December 31, 2004, ordinary shares
relate to New Skies Investment S.a.r.l. As part of the
reorganization that occurred on May 10, 2005, New Skies Satellites
Holdings Ltd. indirectly acquired the shares of New Skies
Investments S.a.r.l. and became the Group's ultimate parent
company. At June 30, 2005, 32,288,731 shares were issued and
outstanding. *T -0- *T New Skies Satellites Holdings Ltd. and
Subsidiaries Consolidated Statements of Income Three- and six-month
periods ended June 30, 2005 and 2004 (unaudited) (In thousands of
U.S. Dollars, except per share data) Three-month periods ended
Six-month periods ended June 30 June 30 ---------------------------
--------------------------- Successor(E) Predecessor(E)
Successor(E) Predecessor(E) ------------ --------------
------------ -------------- 2005 2004 2005 2004 ------------
-------------- ------------ -------------- Revenues $59,658 $51,253
$117,894 $103,108 Operating expenses: Depreciation 23,775 25,775
47,278 51,643 Cost of operations 10,770 13,623 21,829 27,375
Selling, general and administrative 10,274 9,569 20,654 20,596
Stock-based compensation 9,635 736 13,169 1,396 Monitoring
agreement fees 6,563 - 6,938 - Transaction related expenses - 2,846
- 2,846 ------------ -------------- ------------ --------------
Total Operating Expenses 61,017 52,549 109,868 103,856 Gain on
frequency coordination - 32,000 10,000 32,000 ------------
-------------- ------------ -------------- Operating Income (Loss)
(1,359) 30,704 18,026 31,252 Interest expense, net 17,038 258
35,886 588 ------------ -------------- ------------ --------------
Income (Loss) Before Income Tax Expense (18,397) 30,446 (17,860)
30,664 Income tax expense (benefit) (5,239) 10,961 (5,091) 11,039
------------ -------------- ------------ -------------- Net Income
(Loss) $(13,158) $19,485 $(12,769) $19,625 ============
============== ============ ============== Earnings (Loss) Per
Share(3) Basic $(0.51) $0.17 $(0.57) $0.17 Diluted $(0.51) $0.16
$(0.57) $0.16 Weighted Average Shares Outstanding(3) Basic
26,030,937 118,034,480 22,281,079 117,856,339 Diluted 26,030,937
119,777,004 22,281,079 119,568,242 See notes to the consolidated
quarterly financial information *T (E) New Skies Satellites
Holdings Ltd. commenced trading on May 10, 2005, the date upon
which the Company successfully completed its Initial Public
Offering (the "IPO"). Immediately prior to the IPO, the Company
performed an internal restructuring pursuant to which pre-existing
shareholders indirectly contributed 100 percent of the equity and
preferred equity certificates of New Skies Satellites S.a.r.l. to
New Skies Satellites Holdings Ltd.. As New Skies Satellites
Holdings Ltd. did not trade prior to the restructuring, the results
for the quarter and the six-month period ended June 30, 2005
represent the combination of the results of New Skies Investments
S.a.r.l for the period up to and including the date of the
restructuring and those of New Skies Satellites Holdings Ltd. for
the periods thereafter (the "successor"). On November 2, 2004, New
Skies Investments S.a.r.l, through its wholly owned subsidiaries
New Skies Holding B.V. and New Skies Satellites B.V., purchased
substantially all of the assets and liabilities of New Skies
Satellites N.V. Prior to this transaction, New Skies Investments
S.a.r.l did not trade. Accordingly, the results for the quarter and
the six-month period ended June 30, 2004 represent the results of
New Skies Satellites N.V. (the "predecessor"). -0- *T New Skies
Satellites Holdings Ltd. and Subsidiaries Consolidated Statements
of Cash Flows (unaudited) Six-month periods ended June 30, 2005 and
2004 (In thousands of U.S. Dollars) Six-month periods ended June 30
--------------------- Successor Predecessor --------- -----------
2005 2004 --------- ----------- Cash flows from operating
activities: Net income (loss) $(12,769) $19,625 Adjustments for
non-cash items: Depreciation 47,278 51,643 Deferred taxes (6,353)
775 Stock-based compensation expense 7,739 1,396 Interest on
preferred equity securities 4,379 - Amortization of debt issuance
costs 10,777 321 Changes in operating assets and liabilities: Trade
receivables (61) (1,573) Prepaid expenses and other assets 673
2,297 Accounts payable and accrued liabilities 1,067 5,428 Accrued
interest 2,214 - Income taxes payable (682) 9,846 Other liabilities
974 453 --------- ----------- Net Cash Provided By Operating
Activities 55,236 90,211 --------- ----------- Cash flows from
investing activities: Payments for communication, plant and other
property (3,562) (3,859) Reimbursement of NSS-8 construction costs
168,000 - Increase in restricted cash (30,000) - ---------
----------- Net Cash Provided by (Used In) Investing Activities
134,438 (3,859) --------- ----------- Cash flows from financing
activities: Repayment of long-term debt (231,440) - Proceeds from
Initial Public Offering, net of expenses 202,313 Repayment of
preferred equity securities (83,361) - Dividends paid (70,385)
(3,985) Stock options exercised - 741 Satellite performance
incentives and other (3,829) (3,159) --------- ----------- Net Cash
Used In Financing Activities (186,702) (6,403) ---------
----------- Effect of exchange rate differences (55) (285)
--------- ----------- Net change in cash and cash equivalents 2,917
79,664 Cash and cash equivalents, beginning of year 37,974 23,253
--------- ----------- Cash and cash equivalents, end of period
$40,891 $102,917 ========= =========== *T Cash payments for
interest (net of amounts capitalized) were $18.2 million and nil
for the six-month periods ended June 30, 2005 and 2004. Income
taxes paid amounted to $1.4 million and $1.1 million for the
six-month periods ended June 30, 2005 and 2004, respectively. See
notes to the consolidated quarterly financial information. New
Skies Satellites Holdings Ltd. and Subsidiaries Notes to the
consolidated quarterly financial information (in thousands of U.S.
dollars) Three- and six-month periods ended June 30, 2005 and 2004
(unaudited) (1) Basis of presentation New Skies Satellites Holdings
Ltd. commenced trading on May 10, 2005, the date upon which the
Company successfully completed its Initial Public Offering (the
"IPO"). Immediately prior to the IPO, the Company performed an
internal restructuring pursuant to which pre-existing shareholders
contributed 100 percent of the equity and preferred equity
certificates of New Skies Satellites S.a.r.l. to New Skies
Satellites Holdings Ltd. As New Skies Satellites Holdings Ltd. did
not trade prior to the restructuring, the results for the quarter
and the six-month period ended June 30, 2005 represent the
combination of the results of New Skies Investments S.a.r.l for the
period up to and including the date of the restructuring and those
of New Skies Satellites Holdings Ltd. for the periods thereafter
(the "successor"). On November 2, 2004, New Skies Investments
S.a.r.l, through its wholly owned subsidiaries New Skies Holding
B.V. and New Skies Satellites B.V., purchased substantially all of
the assets and liabilities of New Skies Satellites N.V. Prior to
this transaction, New Skies Investments S.a.r.l did not trade.
Accordingly, the results for the quarter and the six-month period
ended June 30, 2004 represent the results of New Skies Satellites
N.V. (the "predecessor"). (2) Adjusted EBITDA Adjusted EBITDA is
defined as EBITDA (i.e. earnings before interest, taxes,
depreciation and amortization), further adjusted to give effect to
adjustments required in calculating covenant ratios and compliance
under the indentures governing the notes and the senior secured
credit facilities. We use Adjusted EBITDA to give effect to
adjustments required in calculating covenant ratios and compliance
under the indentures governing the notes and the senior secured
credit facilities. For instance, both the indentures governing the
notes and the senior secured credit facilities contain financial
ratios that are calculated by reference to Adjusted EBITDA.
Non-compliance with the financial ratio maintenance covenants
contained in the senior secured credit facilities could result in
the requirement to immediately repay all amounts outstanding under
such facilities, while non-compliance with the debt incurrence
ratio contained in the indentures governing the notes would
prohibit us from being able to incur additional indebtedness other
than pursuant to specified exceptions. Adjusted EBITDA is not
presented as an alternative measure of operating results or cash
flows provided by operating activities, as determined in accordance
with accounting principles generally accepted in the U.S. Adjusted
EBITDA as presented in this release may not be comparable to
similarly titled measures reported by other companies. The
following table sets forth the reconciliation of net cash provided
by operating activities and net income (loss) to EBITDA and
Adjusted EBITDA for the periods indicated. -0- *T Reconciliation of
Net Income (Loss) to EBITDA Three-month Six-month periods periods
ended ended June 30, June 30, ------------------ ------------------
2005 2004 2005 2004 --------- -------- --------- -------- Net
income (loss) $(13,158) $19,485 $(12,769) $19,625 Income tax
expense (benefit) (5,239) 10,961 (5,091) 11,039 Interest expense,
net 17,038 258 35,886 588 Depreciation 23,775 25,775 47,278 51,643
--------- -------- --------- -------- EBITDA $22,416 $56,479
$65,304 $82,895 ========= ======== ========= ======== *T -0- *T
Reconciliation of EBITDA to Adjusted EBITDA Three-month periods
ended June 30, ----------------- 2005 2004 -------- -------- EBITDA
$22,416 $56,479 Gain arising on frequency coordination (a) -
(32,000) Transaction related expenses (b) - 2,846 Unused satellite
capacity leased from third party (c) - 1,347 Costs related to
stock-based compensation (d) 9,635 736 Monitoring fee paid to
Blackstone Management Partners IV L.L.C.(e) 6,563 - --------
-------- Adjusted EBITDA $38,614 $29,408 ======== ========
Six-month periods ended June 30, ----------------- 2005 2004
-------- -------- EBITDA $65,304 $82,895 Gain arising on frequency
coordination (a) (10,000) (32,000) Transaction related expenses (b)
- 2,846 Unused satellite capacity leased from third party (c) -
2,715 Costs related to stock-based compensation (d) 13,169 1,396
Monitoring fee paid to Blackstone Management Partners IV L.L.C.(e)
6,938 - -------- -------- Adjusted EBITDA $75,411 $57,852 ========
======== *T (a) Reflects a one-time payment from Intelsat LLC of
$32.0 million in 2004 and a one-time payment from SES Global
affiliates of $10.0 million in 2005 following the successful
resolution of certain longstanding frequency coordination matters.
(b) Represents non-recurring costs incurred in connection with the
purchase of assets and liabilities of New Skies Satellites N.V. (c)
Reflects costs related to unused capacity on leased transponders,
with the underlying contract terminated in November 2004. (d)
Stock-based compensation includes $5.4 million of cash payments
made for bonuses and taxes due. (e) Reflects the monitoring fee
paid to Blackstone Management Partners IV L.L.C., of which $6.1
million represents a payment for the termination of this agreement
in connection with the Company's Initial Public Offering. -0- *T
Reconciliation of Net Cash Provided by Operating Activities to Net
Income (Loss) Three-month periods ended June 30, ------------------
2005 2004 --------- -------- Net cash provided by operating
activities $18,096 $60,639 Depreciation (23,775) (25,775) Deferred
taxes 6,315 (529) Stock-based compensation expense (4,205) (736)
Amortization of debt issuance costs (6,284) (160) Change in
operating assets and liabilities (2,422) (13,954) Interest on
preferred equity securities (883) - --------- -------- Net Income
(loss) $(13,158) $19,485 ========= ======== Six-month periods ended
June 30, ------------------ 2005 2004 --------- -------- Net cash
provided by operating activities $55,236 $90,211 Depreciation
(47,278) (51,643) Deferred taxes 6,353 (775) Stock-based
compensation expense (7,739) (1,396) Amortization of debt issuance
costs (10,777) (321) Change in operating assets and liabilities
(4,185) (16,451) Interest on preferred equity securities (4,379) -
--------- -------- Net Income (loss) $(12,769) $19,625 =========
======== *T (3) Earnings (Loss) per share Basic net earnings (loss)
per share is computed by dividing net income (loss) by the weighted
average ordinary shares outstanding. For the purpose of calculating
the weighted average shares outstanding for the three- and
six-month periods ended June 30, 2005, the effects of the internal
restructuring immediately prior to the Initial Public Offering are
deemed to have occurred at the beginning of the period, and reflect
18.5 million shares. Diluted earnings (loss) per share reflects the
potential dilution that could occur if potential dilutive
securities, such as stock options, convertible securities and
contracts that may be settled in cash or stock, were converted to
shares as of the beginning of the period, if dilutive. For the
purpose of calculating diluted loss per share in 2005,
approximately 1.5 million potentially dilutive common shares
relating to outstanding stock options have been excluded from the
calculation of adjusted weighted average shares outstanding as
their inclusion would have had an anti-dilutive effect due to the
net loss in that period.
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