HICKSVILLE, NY -- (Marketwire) -- 11/24/09 -- In the news release, "American Defense Systems Reports Third Quarter 2009 Financial Results," issued Monday, November 23, 2009, by American Defense Systems, Inc. (NYSE Amex: EAG), we are advised by the company that the text headed "Q3 2009 Financial Results," "Conference Call and Webcast," "About Restated Financials," the safe harbor statement and the Reconciliation of GAAP Income, Condensed Consolidated Balance Sheets, Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows have been corrected from as originally issued. Complete corrected text follows.
American Defense Systems Reports Third Quarter 2009 Financial Results
HICKSVILLE, NY -- November 23, 2009 -- American Defense Systems, Inc. (ADSI) (NYSE Amex: EAG), a leading provider of advanced transparent and opaque armor, architectural hardening and security products for Defense and Homeland Security, reported financial results for the third quarter ended September 30, 2009.
Q3 2009 Financial Results
Revenues from continuing operations in the third quarter of 2009 decreased
5% to $12.6 million from $13.8 million in the same year-ago quarter. The
decrease in revenue in the third quarter of 2009 was primarily due to a
delay in the acceptance of a large completed order for Mac-50 cranes which
were shipped at the start of the fourth quarter of 2009. Revenue from the
company's physical security product business increased 121% to $1.2 million
from $543,000 in the same year-ago quarter.
Revenues from continuing operations for the nine months ended September 30, 2009 increased 16% to $36.2 million from $31.3 million in the comparable period in 2008. The increase was due primarily to increased order fulfillment under a large U.S. Marine Corp. contract, including orders which were expected to ship in the fourth quarter of 2008 that were delayed into the first and second quarters of 2009. The revenue increase for the nine month period was also due to additional sales generated by the company's physical security product business of $1.2 million (all of which occurred in the third quarter of 2009), which represented a 20% increase over $1.0 million for the nine months ended September 30, 2008.
Gross margin as a percentage of revenue for the third quarter was 21% as compared to 32% for the third quarter of 2008. The decrease in the third quarter 2009 gross margin was due primarily to the introduction of a new product with more aggressive initial pricing per a particular contract which shipped in the third quarter of 2009, and which was not offset by more favorable margin products that did not ship due to delay order acceptance. This also resulted in a gross profit margin of 33% for the nine months ended September 30, 2009, as compared to 35% for the same period in 2008. Gross margins are expected to return to historical ranges in 2010.
Loss from operations in the third quarter of 2009 totaled $1.9 million versus income from operations of $94,000 in the same period a year-ago. Loss from operations for the first nine months of 2009 totaled $1.4 million versus a loss from operations of $875,000 in the same period a year-ago.
Net loss in the third quarter of 2009 totaled $3.6 million or $(0.08) per share, compared to a net loss of $808,000 or $(0.02) per basic and diluted share in the same year-ago period. Net loss for the first nine months of 2009 totaled $7.9 million or $(0.19) per share versus a net loss of $27,000 or $(0.00) per share in the same year-ago period.
Adjusted EBITDA loss for the quarter was $1.7 million or $(0.04) per basic and diluted share versus an adjusted EBITDA loss of $72,000 or $(0.00) per basic and diluted share in the same year-ago period (see the definition and important discussion about the presentation of adjusted EBITDA, a non-GAAP term, below).
Adjusted EBITDA loss for the first nine months of 2009 was $627,000 or $(0.01) per basic and diluted share versus an adjusted EBITDA loss of $878,000 or $(0.02) per basic and diluted share in the same year-ago period.
Contract backlog at September 30, 2009 totaled $46 million, a decrease of 4% from $48 million at the end of the previous quarter and lower by 16% from $55 million at September 30, 2008.
Q3 2009 Operational Highlights
Management Commentary
"Following a record revenue quarter in which we generated the highest
income from operations as a public company, this third quarter of 2009 was
disappointing but not reflective of the strength of our business and the
increasing demands we see in our sales pipeline," said Anthony J.
Piscitelli, chairman and CEO of American Defense Systems. "It does,
however, indicate the challenges we face as we pursue larger and more
aggressive contracts, and particularly where a brief delay in a single
large order acceptance can mean the difference between another record
revenue quarter and one that disappoints, as well as one that can affect
order shipments in subsequent quarters."
"In light of this, we are revisiting our approach to our practice of issuing annual guidance. We can say at this point that while we expect improvement in the final quarter of 2009, because of these emerging factors, it is unlikely we will achieve our previously stated revenue goal for 2009," said Piscitelli. "In preparation for the next year, we are focusing on things we can better control and have begun to execute on a cost restructuring program designed to create greater efficiencies and substantial savings in our general and administrative costs.
"Notwithstanding the troop reductions in Iraq and possible continued build up in Afghanistan, we expect that demand in those countries for armored military construction vehicles will continue in order to repair significant war damage and for nation-building purposes. In order to diversify our revenue stream and reduce our dependence upon large military orders, we are continuing to pursue expansion of our physical security product business. The recent designations and certification our APSG unit has received by the DHS are an excellent fulcrum for this endeavor, as evidenced by the substantial increase of related sales in the third quarter. We are also exploring interests in armored construction equipment expressed by other countries to address issues with mine-infested regions."
Conference Call and Webcast
The company will hold a conference call today at 4:30 p.m. Eastern time to
discuss its third quarter performance. Members of ADSI's executive
management team will host the presentation, followed by a question and
answer period.
Date: Monday, November 23, 2009 Time: 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) Dial-In Number: 1-800-894-5910 International: 1-785-424-1052 Conference ID#: 7DEFENSE
The conference call will be broadcast simultaneously and available for replay via the investor section of the company's Web site at www.adsiarmor.com.
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization and ask you to wait until the call begins. If you have any difficulty connecting with the conference call, please contact the Liolios Group at 1-949-574-3860.
A replay of the call will be available after 7:30 p.m. Eastern time on the same day and until December 23, 2009:
Toll-free replay number: 1-800-388-5895 International replay number: 1-402-220-1110 (No passcode required)
Use of Non-GAAP Financial Information
Adjusted EBITDA is not a financial measure calculated and presented in
accordance with U.S. generally accepted accounting principles ("GAAP") and
should not be considered as an alternative to net income, operating income
or any other financial measures so calculated and presented, nor as an
alternative to cash flow from operating activities as a measure of the
company's liquidity. ADSI defines adjusted EBITDA as net income/(loss)
before interest; taxes; depreciation; unrealized (gain) loss on adjustment
of fair value series a convertible preferred stock classified as a
liability, loss on deemed extinguishment of debt, finance charge and
unrealized (gain) loss on investor warrant liability. Other companies
(including the company's competitors) may define adjusted EBITDA
differently. The company presents adjusted EBITDA because it believes it to
be an important supplemental measure of performance that is commonly used
by securities analysts, investors and other interested parties in the
evaluation of companies in a similar industry. Management also uses this
information internally for forecasting and budgeting. It may not be
indicative of the historical operating results of ADSI nor is it intended
to be predictive of potential future results. Investors should not consider
adjusted EBITDA in isolation or as a substitute for analysis of results as
reported under GAAP. See "Reconciliation of GAAP Income (Loss) to adjusted
EBITDA (Loss)" below for further information on this non-GAAP measure and
reconciliation of adjusted EBITDA to GAAP net loss for the periods
indicated.
American Defense Systems, Inc. and Subsidiaries
Reconciliation of GAAP Income (Loss) to EBITDA (Loss)
(in thousands, except per share amounts)
(unaudited)
Sept 30, Sept 30,
2009 2008
-------- --------
GAAP net income (loss) $ (3,591) $ (808)
Reconciling items from GAAP to Adjusted EBITDA (loss)
Interest expense, net 1,114 648
Depreciation 278 266
Unrealized (gain) loss on adjustment of fair value
Series A convertible preferred stock classified
as a liability 498 (126)
Finance charge 41 -
Unrealized (gain) on investor warrant liability (11) (52)
-------- --------
Adjusted EBITDA (loss) $ (1,671) $ (72)
======== ========
Adjusted EBITDA (loss) per common share:
Basic and diluted $ (0.04) $ (0.00)
======== ========
Weighted average common shares outstanding:
Basic and diluted 45,514 39,443
Nine Months Ended
Sept 30, Sept 30,
Q3 2009 Q3 2008
-------- --------
GAAP net income (loss) $ (7,916) $ (27)
Reconciling items from GAAP to Adjusted EBITDA (loss)
Interest expense, net 2,636 1,269
Depreciation 798 549
Unrealized (gain) loss on adjustment of fair value
Series A convertible preferred stock classified
as a liability 1,184 (1,303)
Loss on deemed extinguishment of debt 2,614 -
Finance charge 41 -
Unrealized (gain) loss on investor warrant liability 16 (1,366)
-------- --------
Adjusted EBITDA (loss) $ (627) $ (878)
======== ========
Adjusted EBITDA (loss) per common share:
Basic and diluted $ (0.01) $ (0.02)
======== ========
Weighted average common shares outstanding:
Basic and diluted 42,388 39,443
About Restated Financials
On November 20, 2009, the management and Audit Committee of the board of
directors of the company concluded that its consolidated financial
statements as of and for the year ended December 31, 2008, including the
interim periods, and the interim periods ended March 31, 2009 and June 30,
2009, should be restated and should no longer be relied upon as a result of
certain errors. The errors relate primarily to the accounting treatment of
the company's Series A Convertible Preferred Stock, warrants and other
matters relating to complex and non-routine transactions. The financial
information included in this press release for dates other than September
30, 2009 and the periods then ended has been adjusted to reflect restated
amounts. The company expects to file with the SEC today a Current Report on
Form 8-K as to the non-reliance on, and restatement of, such financial
statements, as well as its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009 which will provide explanatory and quantitative
information on certain of the restated information. The company also
expects to file with the SEC as soon as practicable amendments to its
Annual Report on Form 10-K for the year ended December 31, 2008 and
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and
June 30, 2009 to include explanatory information and provide corrected
disclosure with respect to the restated information.
About American Defense Systems, Inc.
American Defense Systems, Inc. ("ADSI") offers advanced solutions in the
design, fabrication, and installation of transparent and opaque armor,
security doors, windows and curtain wall systems for use by military, law
enforcement, homeland defense and corporate customers. ADSI engineers also
specialize in developing innovative, functional and aesthetically pleasing
security applications for the mobile and fixed infrastructure physical
security industry. For more information, visit the ADSI corporate Web site
at www.adsiarmor.com.
Some of the statements made by American Defense Systems, Inc. ("ADSI") in this press release, including, without limitation, statements regarding ADSI's anticipated future growth, are forward-looking in nature. ADSI intends that any forward-looking statements shall be covered by the safe harbor provisions for such statements contained in the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "may," "will," "should," "expects," "anticipates," "intends," "plans," "believes," "estimates," "predicts," "potential," "continues," "projects" and similar expressions are forward-looking statements. ADSI cautions you that forward-looking statements are not guarantees of performance. ADSI undertakes no obligation and disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements involve known and unknown risks and uncertainties that may cause ADSI's actual future results to differ materially from those projected or contemplated in the forward-looking statements. ADSI believes that these risks include, but are not limited to: ADSI's reliance on the U.S. government for a substantial amount of its sales and growth; decreases in U.S. government defense spending; ADSI's ability to contract further with the U.S. Department of Defense; ADSI's ability to comply with complex procurement laws and regulations; competition and other risks associated with the U.S. government bidding process; changes in the U.S. government's procurement practices; ADSI's ability to obtain and maintain required security clearances; ADSI's ability to realize the full amount of revenues reflected in its backlog; ADSI's ability to finance the redemption of ADSI's series A convertible preferred stock in accordance with the terms of such stock and ADSI's settlement agreement with the holders of stock; ADSI's reliance on certain suppliers; and intense competition and other risks associated with the defense industry in general and the security-related defense sector in particular.
Additional information concerning these and other important risk factors can be found under the heading "Risk Factors" in ADSI's filings with the Securities and Exchange Commission, including, without limitation, its most recent annual report on Form 10-K and quarterly report on Form 10-Q. Statements in this press release should be evaluated in light of these important factors.
American Defense Systems, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
September 30, December 31,
ASSETS 2009 2008
-------------- --------------
Unaudited Restated
CURRENT ASSETS
Cash $ 107,381 $ 374,457
Accounts receivable, net 5,948,023 4,981,150
Accounts receivable-factoring 256,888 -
Inventory 480,288 621,048
Prepaid expenses and other current assets 1,995,302 2,088,801
Costs in excess of billings on uncompleted
contracts 10,198,639 7,143,089
Deposits 309,685 437,496
Assets of discontinued operations - 736,613
-------------- --------------
TOTAL CURRENT ASSETS 19,296,206 16,382,654
Property and equipment, net 3,286,796 3,743,936
Deferred Financing Costs 2,131,603 1,500,533
Deferred Offering Costs 222,000 -
Notes Receivable 925,000 925,000
Intangible Assets 606,000 606,000
Goodwill 450,000 450,000
Deferred Tax Asset 1,167,832 1,167,832
Other Assets 159,559 159,560
-------------- --------------
TOTAL ASSETS $ 28,244,996 $ 24,935,515
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,209,076 $ 2,480,652
Accrued expenses 385,620 755,615
Line of Credit - 76,832
Mandatory redeemable Series A Convertible
Preferred Stock (cumulative), 15,000
shares authorized issued and outstanding 7,500,000 10,981,577
Warrant liability 86,762 90,409
Liabilities of discontinued operations - 736,613
-------------- --------------
TOTAL CURRENT LIABILITIES 17,181,458 15,121,698
LONG TERM LIABILITIES
Mandatory Redeemable Series A Convertible
Preferred Stock, - Long Term 5,360,813 -
-------------- --------------
TOTAL LIABILITIES 22,542,271 15,121,698
-------------- --------------
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value, 100,000,000
shares authorized, 45,531,457 and
39,585,960 shares issued and outstanding
as of September 30, 2009 and December 31,
2008, respectively 45,532 39,586
Additional paid-in capital 14,222,331 11,096,031
Accumulated Deficit (8,565,138) (1,321,800)
-------------- --------------
TOTAL SHAREHOLDERS' EQUITY 5,702,725 9,813,817
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 28,244,996 $ 24,935,515
============== ==============
American Defense Systems, Inc. and Subsidiaries
Condensed Consolidated Statement of Operations
(unaudited)
Three Months Ended Nine Months Ended
Sept 30, Sept 30,
2008 2008
2009 (Restated) 2009 (Restated)
------------ ------------ ------------ ------------
CONTRACT REVENUES
EARNED $ 12,643,488 $ 13,308,862 $ 36,166,765 $ 31,268,223
COST OF REVENUES
EARNED 9,999,606 8,996,384 24,112,580 20,340,867
------------ ------------ ------------ ------------
GROSS PROFIT 2,643,882 4,312,478 12,054,185 10,927,356
------------ ------------ ------------ ------------
OPERATING EXPENSES
General and
administrative
expenses 2,410,261 2,125,910 6,707,592 5,386,549
General and
administrative
salaries 1,051,214 967,152 3,146,617 3,221,803
Marketing 560,231 688,024 2,017,804 2,047,591
T2 expenses 154,766 - 392,438 -
Research and
development 117,268 170,784 320,495 539,936
Settlement of
litigation - - 63,441 57,377
Depreciation 278,264 266,434 797,676 548,869
------------ ------------ ------------ ------------
TOTAL OPERATING
EXPENSES 4,572,004 4,218,304 13,446,063 11,802,125
------------ ------------ ------------ ------------
(LOSS) INCOME FROM
CONTINUING
OPERATIONS (1,928,122) 94,174 (1,391,878) (874,769)
------------ ------------ ------------ ------------
OTHER INCOME
(EXPENSE)
Unrealized gain
(loss) on
adjustment of
fair value Series A
convertible
preferred stock
classified as a
liability (498,407) 126,228 (1,183,719) 1,302,722
Unrealized gain
(loss) on
investor warrant
liability 10,674 52,001 (15,676) 1,365,844
Loss on deemed
extinguishment
of debt - - (2,613,630) -
Other income
(expense) (21,040) (332,406) (33,770) (335,345)
Interest expense (663,527) (272,730) (1,444,675) (582,897)
Interest expense -
Mandatorily
redeemable
preferred stock
dividends (450,000) (399,000) (1,200,000) (800,252)
Interest income 3 24,152 8,859 114,233
Finance charge (41,025) - (41,025) -
------------ ------------ ------------ ------------
TOTAL OTHER
INCOME
(EXPENSE) (1,663,322) (801,755) (6,523,636) 1,064,305
------------ ------------ ------------ ------------
(LOSS INCOME) FROM
CONTINUING
OPERATIONS BEFORE
INCOME TAXES (3,591,444) (707,581) (7,915,514) 189,536
INCOME TAX
PROVISION - - - -
------------ ------------ ------------ ------------
(LOSS) FROM
CONTINUING
OPERATIONS (3,591,444) (707,581) (7,915,514) 189,536
LOSS FROM
DISCONTINUED
OPERATIONS, NET OF
TAX:
Loss from operations
of discontinued
division - ($ 100,352) - ($ 216,816)
------------ ------------ ------------ ------------
NET LOSS ($ 3,591,444) ($ 807,933) ($ 7,915,514) ($ 27,280)
============ ============ ============ ============
Weighted Average
Shares Outstanding
(Basic and
Diluted) 45,513,965 39,442,800 42,388,377 39,442,800
============ ============ ============ ============
(Loss) Earnings per
Share - Basic and
Diluted:
(LOSS) INCOME FROM
CONTINUED
OPERATIONS $ (0.08) $ (0.02) $ (0.19) $ -
============ ============ ============ ============
LOSS OF
DISCONTINUED
OPERATIONS $ - $ - $ - $ -
============ ============ ============ ============
NET LOSS $ (0.08) $ (0.02) $ (0.19) $ -
============ ============ ============ ============
American Defense Systems, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(unaudited)
For the nine months ended
September 30,
--------------------------
2008
2009 (Restated)
------------ ------------
CASHFLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (7,915,514) $ (27,280)
Adjustments to reconcile net loss to net
cash used in operating activities:
Change in fair value associated with preferred
stock and Warrants Liabilities 1,199,395 (2,668,556)
Stock based compensation expense 220,198 75,820
Loss on deemed extinguishment of debt 2,613,630 -
Amortization of deferred financing costs 592,010 292,631
Amortization of Discount on Series A preferred
stock 407,868 288,098
Depreciation and amortization 797,676 548,869
Non cash interest expense - 800,252
Changes in operating assets and liabilities:
Accounts receivable (966,873) (1,797,173)
Accounts receivable-Factoring (256,888) -
Inventory 140,761 (567,813)
Deposits and other assets 127,811 174,697
Cost in excess of billing on uncompleted
contracts (3,055,550) (2,617,501)
Prepaid expenses and other assets 93,499 (1,388,556)
Advances for future acquisitions - (76,427)
Investment in affiliate - (1,387,741)
Accounts payable 6,728,424 569,470
Accrued expenses 830,005 321,814
Due to related party - (38,286)
------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 1,556,452 (7,497,682)
============ ============
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (340,536) (2,772,104)
Cash paid for acquisition in excess of cash
received - (100,000)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (340,536) (2,872,104)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - 84,311
Repayments of line of credit (76,832) (19,026)
Proceeds from the sale of common stock - 203,152
Proceeds from sale of Series A Convertible
preferred shares, net of capitalization
cost of $1,050,000 - 13,950,000
Deferred Offering costs (222,000) -
Deferred financing costs (1,184,160) (1,668,450)
------------ ------------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES (1,482,992) 12,549,987
============ ============
NET (DECREASE) INCREASE IN CASH (267,076) 2,180,201
CASH AT BEGINNING OF YEAR 374,457 1,479,886
------------ ------------
CASH AT THE END OF PERIOD $ 107,381 $ 3,660,087
============ ============
Supplemental disclosure of cash flow
information:
Cash paid during the year for interest $ 33,770 $ 11,744
============ ============
Supplemental disclosure of non-cash investing
and financing activities
Stock options issued in lieu of compensation $ - $ 75,820
============ ============
Fair value of placement agent warrants $ - $ 511,742
============ ============
Stock issued for payment of accrued dividends
on preferred stock $ 1,200,000 $ -
============ ============
Reclassification of derivative warrant
liability upon exercise $ 2,550,000 $ -
============ ============
Cumulative effect on a change in accounting
principle on:
Warrants $ 165,777 $ -
============ ============
Additional Paid in Capital $ (837,954) $ -
============ ============
Accumulative Deficit $ 672,179 $ -
============ ============
Assets and liabilities received in acquisition
of American Anti-Ram, Inc.
Fixed assets $ - $ 30,000
Inventory $ - $ 120,000
Goodwill $ - $ 280,000
Accounts payable and accrued expense $ - $ (30,000)
Shares issuable in connection with
acquisition $ - $ (200,000)
Cash paid to American Anti-Ram, Inc. $ - $ (100,000)
Amounts due to American Anti-Ram, Inc. $ - $ (100,000)
Company Contacts:
Roger Ward
V.P. of Marketing & Investor Relations
American Defense Systems, Inc.
Tel 516-390-5300, x326
Email Contact
Investor Relations:
Ron Both
Managing Director
Liolios Group, Inc.
Tel 949-574-3860
Email Contact