IMPCO Technologies Announces Delay in Filing of Annual Report; Examines Intangible Assets; Issues Guidance on Completion of BRC
March 17 2005 - 9:53PM
PR Newswire (US)
IMPCO Technologies Announces Delay in Filing of Annual Report;
Examines Intangible Assets; Issues Guidance on Completion of BRC
Acquisition and Operational and Management Restructuring Plans
CERRITOS, Calif., March 17 /PRNewswire-FirstCall/ -- IMPCO
Technologies Inc. (NASDAQ:IMCO), today announced that it expects to
delay the filing of its annual report on Form 10-K until March 31,
2005 in order to permit the company to address compliance with
Section 404 of the Sarbanes-Oxley Act. Mariano Costamagna, who
became IMPCO's Chief Executive Officer on January 1, 2005 in
connection with the pending acquisition of equity interests of
B.R.C., S.r.l., said that the management team is working in close
consultation with BDO Seidman, LLP, which is conducting its first
audit for the company since being retained in July 2004. In
addition, Mr. Costamagna noted, the company has undergone a
management change and three significant transactions in the past
three months, the closing of one of which is still pending. "We
believe it's appropriate under these circumstances to make a
careful and thorough review of our financial statements and to
resolve any questions in favor of creating a clearer and more
comprehensible balance sheet." Mr. Costamagna continued, "As a
significant investor in IMPCO's stock even before the pending
transaction, I recognize that our shareholders increasingly expect
predictability and stability in the financial results of their
companies, and one of my primary goals as CEO is to promote a
corporate environment in which shareholders find our financial
statements transparent and our performance attractive and
predictable." Mr. Costamagna also announced that the acquisition by
IMPCO of the remaining 50% equity interest of BRC, which was
approved by shareholders on March 10, 2005, will be completed on
March 31, 2005. That transaction will result in the issuance of
5,098,284 shares of common stock and the payment of approximately
$10 million in cash to Mr. Costamagna and his brother, Pier Antonio
Costamagna, and is based on an Equity Interest Purchase Agreement
dated October 22, 2004. In addition to these items, the company
reported that it expects to relocate research and development
facilities and key personnel from the company's Seattle, Washington
research and development facility to its Cerritos, California
headquarters. IMPCO Chief Operations Officer Brad Garner said that,
"Although we have not yet determined the amount of these charges,
we believe this move represents a short-term expense with a
significant long-term benefit. The relocation of our R&D
facilities to the company's headquarters will reduce the
inefficiencies, expense and logistical difficulties associated with
maintaining an additional facility, and should greatly improve our
integration of research and development personnel into operations.
When combined with our state-of-the-art capabilities in Cherasco,
Italy, and Sterling Heights, Michigan, we believe our combined
capabilities for fuel system and component design and testing will
be second to none." The company also announced that its employment
relationship with Robert M. Stemmler, the company's Chairman and
former Chief Executive Officer, has been severed effective
immediately. Mr. Stemmler had served in the role of full-time
consultant to the company in order to facilitate the transition of
management to Mr. Costamagna, a decision Mr. Stemmler and the Board
had reached in late 2004. IMPCO director John Jacobs said that "the
Board believes that Mariano's actions to improve profitability and
market focus are setting a new direction for the company. This
completes the transition period and our future lies in our ability
to execute on this new strategy." Cautionary Statement about
Forward Looking Information Except for historical information, the
statements, expectations and assumptions contained in the foregoing
press release are forward-looking statements, and investors are
cautioned that the estimates of 2004 performance are based upon
currently available information and may be subject to change.
Forward-looking statements in this release include, but are not
limited to, management's expectations regarding consolidated
revenues in the current and future periods; the likelihood that
expected closing conditions will be satisfied and the transaction
will be consummated as and when expected; the company's ability to
realize upon existing plans and mitigate the effects of known and
unknown risks to future operations; and the ability accurately to
estimate the value of intangible assets. Such statements are
subject to a number of risks and uncertainties, and actual results
could differ materially from those discussed in any forward-looking
statement. Factors that could cause actual results to differ
materially from such forward-looking statements include, among
other factors, the reaction of the securities markets to changes in
management and business strategy; our ability effectively to
integrate our management team as the transition continues; the
combined company's ability to meet OEM specifications; the success
of our recently announced programs with strategic partners; factors
that impact growth in international markets; and the level and
success of the company's development programs with OEMs. Readers
also should consider the risk factors set forth from time to time
in the company's SEC reports, including but not limited to those
contained in the section entitled "Management's Discussion &
Analysis of Financial Condition and Results of Operation -- Risk
Factors" in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, as amended. The charges due to changes in
accounting estimates and results of operations for the 2004 fiscal
year are subject to change based on completion of the review by the
company and its independent registered public accounting firm. The
company does not undertake to update or revise any of its
forward-looking statements even if experience or future changes
show that the indicated results or events will not be realized.
About IMPCO Technologies IMPCO is a leading source of advanced
alternative fuel systems technology and components for internal
combustion engines. IMPCO products enable these engines to function
using environmentally friendly gaseous fuels such as propane,
natural gas and biogas. IMPCO products improve efficiency and
performance while reducing emissions. IMPCO is a major supplier to
original equipment manufacturers and the aftermarket in the bus and
truck, industrial and power generation markets, as well as to the
automotive aftermarket. IMPCO supports its global aftermarket
through a network of more than 400 distributors and 13
company-owned regional offices. For further information, please
contact Mr. Dale Rasmussen, Vice President, Investor Relations
(206.315.8242) or Mr. Brad Garner, Chief Operations Officer
(562.274.0222). DATASOURCE: IMPCO CONTACT: Mr. Dale Rasmussen, Vice
President, Investor Relations, +1-206-315-8242, or Mr. Brad Garner,
Chief Operations Officer, +1-562-274-0222, both of IMPCO
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