MEDIS IN THE NEWS March 14th, 2007 Medis Technologies Reports Fourth Quarter and Year-End Results New York, NY – March 14, 2007 – Medis Technologies Ltd. (NASDAQ:MDTL) reported financial results today for the fourth quarter and year-ended December 31, 2006. For the quarter ended December 31, 2006, the net loss was $6,753,000, or $.22 per share, based on 32,239,934 weighted average shares, compared to a net loss of $5,242,000, or $.19 per share, based on 27,710,059 weighted average shares for the quarter ended December 31, 2005. For the year ended December 31, 2006, the net loss was $33,047,000, or $1.08 per share, based on 30,916,848 weighted average shares, compared to a net loss of $18,550,000, or $.68 per share, based on 27,423,568 weighted average shares for the year ended December 31, 2005. The net losses reported were impacted by non-cash expenses related to stock options accounted for in accordance with SFAS 123(R), “Share Based Payment” of approximately $1,490,000 and $2,900,000 during the quarter and year ended December 31, 2006, respectively. Also included in the net loss for the year ended December 31, 2006 were costs aggregating $8,491,000 (including $8,266,000 representing the value of shares issued in lieu of future interest payments) related to the Company’s April and May 2006 exchanges of its common stock for all $49,000,000 of its then outstanding senior convertible notes. During the periods, the Company continued to move forward with its production and marketing programs of its fuel cell Power Packs including operating its semi automated production line, distributing its Power Pack to potential customers and constructing its fully automated high volume production line. The conference call will be archived and accessible for approximately 30 days if you are unable to listen to the live call. This press release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called “forward looking statements” by words such as “may,” “will,” “should,” “expects,” plans,” “targets,” “believes,” “anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. These forward looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated. Further information regarding these and other risks is described from time to time in the Company's filings with the SEC. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934 or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.
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NOTES
In November and December 2006, the Company issued 5,750 shares of its 7.25% Series A Cumulative Convertible Perpetual Preferred Stock (“Preferred Stock”) for aggregate gross proceeds of $57,500,000, less issuance costs aggregating approximately $4,464,000. The annual cash dividend on each share of Preferred Stock is $725 and is payable quarterly, in arrears, commencing on February 15, 2007. Each share of Preferred Stock is convertible at the holder’s option at any time into 347.2222 shares of Company’s common stock (which is equivalent to an initial conversion price of $28.80 per share). On or after November 20, 2009, if the closing price of the Company’s common stock exceeds 150% of the conversion price for 20 trading days during any consecutive 30 trading day period, the Company may cause the conversion of the Preferred Stock into common stock at the then prevailing conversion rate. Of the total $57,500,000 of Preferred Stock issued, $7,500,000 was issued pursuant to the exercise of a 75-day option that was granted to the initial purchaser in connection with the issuance of the first $50,000,000 of Preferred Stock. As of December 31, 2006, the Preferred Stock had not been registered for resale with the SEC.
On November 15, 2006, concurrent with the Company’s offering of its Preferred Stock, the Company issued 1.5 million shares of its common stock in an offering registered under the Securities Act of 1933. The shares of common stock issued were loaned to an affiliate of Citigroup Global Markets Limited (‘CGML”) under a 5-year share lending agreement. The only consideration received by the Company was a share lending fee of $.01 per share, or an aggregate of $15,000, which has been included in Common Stock at December 31, 2006. The loaned shares were used by CGML to promote the sale of the Preferred Stock by facilitating hedging transactions that may be undertaken by purchasers of the Preferred Stock. The shares that the Company has lent to the affiliate of CGML are reflected as issued and outstanding at December 31, 2006.
On April 26 and May 8, 2006, the Company completed transactions to exchange its commons stock for the entire $49,000,000 principal amount of its outstanding 6% Senior Convertible Notes whereby holders of the Company's notes exchanged their notes for an aggregate of 3,101,874 of the Company's common shares. This number includes 269,500 common shares, valued at $30 per share, in lieu of future interest payments had such notes remained outstanding until their maturity, after giving effect to an eighteen month waiver of such payments. During the year ended December 31, 2006, the Company recorded financing charges related to the exchange transactions of approximately $8,491,000, which consists of the value of the shares issued in lieu of future interest payments of $8,266,000, amortization of the remaining balance of beneficial conversion features of $220,000 and out of pocket costs incurred in connection with the exchange transactions. The Company recorded the remaining unamortized balance of the debt issuance costs as of the dates of the exchanges of approximately $2,747,000 as a reduction to additional paid-in capital.
The Company recorded non-cash expenses related to stock options accounted for in accordance with SFAS 123(R), “Share Based Payment” of approximately $1,490,000 and $2,900,000 during the quarter and year ended December 31, 2006, respectively.
Financial information included in the Summary of Results has been derived from the Company's consolidated financial statements as of December 31, 2005 and 2006 and from unaudited quarterly financial data.
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