American Defense Systems, Inc. �ADSI� (AMEX: EAG), a provider of
advanced transparent as well as opaque armor, architectural
hardening and security products for the defense and homeland
defense markets, today announced financial results for the second
quarter 2008, ended June 30, 2008. Mr. Anthony J. Piscitelli,
Chairman & Chief Executive Officer of American Defense Systems,
Inc., stated, �Our second quarter performance reflects another
solid quarter of execution towards our strategic goals and full
year 2008 financial guidance. First and foremost, we continue to
strengthen and expand our portfolio of complementary military and
homeland defense offerings including the formal launch of our new
T2 live fire tactical training offering in May 2008, which is
seeing strong initial interest from a wide range of audiences
including federal and local law enforcement, as well as domestic
and international governmental agencies. I am also pleased to
announce the successful completion of ADSI�s testing and
certification process to qualify as a primary contractor for new
architectural hardening activities at U.S. State Department
facilities, which we believe will open up some excellent new
opportunities going forward.� �Additionally, on the military side
of the business we are expanding our relationships with several
large globally positioned, heavy equipment manufacturers as well as
expanding our presence in international markets which we expect to
provide new sales channels for our military and homeland defense
products. Looking forward, we remain optimistic for ADSI�s
near-term and long-term prospects, including significant top line
growth as we upwardly adjust our minimum expectations for full year
revenue growth to a new range of between 34 percent and 48 percent.
As we execute towards this goal, and enter what we believe will be
a stronger half of our fiscal year 2008, we also see the long-term
potential to expand our footprint from our core armorized
construction equipment business to new segments of the market for
military and war fighting vehicles,� concluded Mr. Piscitelli.
Revenues for the second quarter of 2008 were $9.1 million, a
decrease of 12 percent from the $10.4 million reported for the same
period in 2007. Revenues for the first six months of 2008 totaled
$18.6 million, an increase of 12 percent from the $16.6 million
reported for the first six months of 2007. Contract backlog as of
June 30, 2008 totaled $45.0 million, up 41 percent year-over-year.
Gross margin as a percentage of revenue for the second quarter of
2008 was 31.0 percent as compared to 39.4 percent for the second
quarter of 2007. Notable cash expenditures during the quarter
included $0.8 million associated with the company�s final
allocation of expenses for its SEC registration and public exchange
listing initiative, a $0.3 million contribution to the Marine
Corps-Law Enforcement Foundation (MCLEF), $0.3 million in expense
related to the expanded build out of ADSI�s corporate headquarters,
$0.3 million in expenses related to the launch of the company�s
state-of-the-art T2 interactive live-fire training system, and
lastly a $0.3 million scheduled payment in conjunction with the
prior Tactical Applications Group (TAG) acquisition. Net income in
accordance with Generally Accepted Accounting Principles (GAAP) for
the second quarter of 2008 was $3.8 million, or $0.09 per basic and
diluted share, compared to a GAAP net income for the second quarter
2007 of $1.5 million, or $0.01 per basic and diluted share. GAAP
net income during the second quarter of 2008 also includes the
benefit of approximately $4.0 million in non-cash gains related to
the adjustment of fair value associated with the series A
convertible preferred stock and related warrants as well as stock
based compensation expense. Excluding the $4.0 million in non-cash
gains related to the adjustment of fair value associated with the
series A convertible preferred stock and related warrants, as well
as approximately $21,000 in stock based compensation expense, the
company reported a non-GAAP net loss for the second quarter of 2008
of $0.02 million, or $(0.02) per basic and diluted share. Refer to
the "Use of Non-GAAP Measures" section and accompanying financial
table for a reconciliation of GAAP financial information to
non-GAAP. Financial Guidance Based on current business conditions
and expectations, ADSI is raising the company�s minimum revenue
expectations of its previously issued fiscal year 2008 revenue to
reflect a new target of between $49.0 million and $54.0 million, as
compared to revenue of $36.5 million reported for fiscal year 2007.
Conference Call and Webcast On Monday, August 11, 2008 at 9:00 a.m.
Eastern Time, ADSI management will conduct a conference call to
discuss the second quarter 2008 results which will be
simultaneously Web cast. The call will feature Anthony J.
Piscitelli, Chairman and Chief Executive Officer, Gary Sidorsky,
Chief Financial Officer and Brigadier General Fergal Foley (USA
Ret.), Chief Operating Officer. To access the second quarter 2008
earnings conference call, participants should dial +1-800-399-0427
and international participants should dial +1-706-643-1624.
Investors are also invited to listen to the call live via Web cast
on the ADSI corporate Website at http://www.adsiarmor.com. Please
go to the site at least 15 minutes earlier to register, download,
and install any necessary audio software. A Web cast replay of the
call will be available on the Website approximately two hours after
the conference call is completed. Use of Non-GAAP Measures The
non-GAAP financial measures discussed in the text of this press
release and accompanying non-GAAP supplemental information
represent financial measures used by American Defense Systems�
management to evaluate the operating performance of the company and
to conduct its business operations. Non-GAAP financial measures
discussed in this press release exclude non-cash charges related to
stock-based compensation expense, gains or losses associated with
adjustments from cost to fair value for the company�s series A
convertible preferred stock and gains or losses associated with
adjustments to fair value for the related warrants. Management uses
the non-GAAP financial measures for planning purposes, including
the preparation of operating budgets and to determine appropriate
levels of operating and capital investments. Management also
believes that the non-GAAP financial measures provide additional
insight for investors in evaluating ADSI�s financial and
operational performance. However, these non-GAAP financial measures
are not intended to be an alternative to financial measures
prepared in accordance with GAAP and should not be considered in
isolation from the company�s GAAP results of operations. A detailed
reconciliation between the company�s GAAP and non-GAAP financial
results is provided in this press release and investors are advised
to carefully review and consider this information as well as the
GAAP financial results that are disclosed in the company�s SEC
filings. About American Defense Systems, Inc. (ADSI) American
Defense Systems, Inc. �ADSI� (AMEX: EAG) 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 about American Defense Systems, Inc. please visit
the corporate Web site at http://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� 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 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 registration statement on Form 10. Statements in
this press release should be evaluated in light of these important
factors. American Defense Systems, Inc. and Subsidiaries
Consolidated Statements of Operations For the three months and six
months ended June 30 � � For the three months ended June 30, � For
the six months ended June 30, 2008 � 2007 2008 � 2007 (Unaudited)
(Unaudited) (Unaudited) (Unaudited) � Contract revenues earned $
9,136,078 $ 10,403,510 $ 18,556,198 $ 16,567,366 � Cost of revenues
earned � 6,301,895 � � 6,303,969 � � 11,768,573 � � 9,612,296 � �
Gross profit 2,834,183 4,099,541 6,787,625 6,955,070 � Operating
expenses Research and development expense 203,956 97,972 369,152
235,625 Marketing expense 727,260 609,488 1,359,567 1,279,683
General and administrative expense 728,099 828,101 2,656,407
1,419,234 General and administrative salaries expense 1,097,243
747,147 2,254,651 1,473,569 Depreciation 147,666 91,008 282,435
174,979 Settlement of litigation - 2,400 57,377 85,587 Loss on
disposal of fixed assets � - � � - � � - � � 136 � Total operating
expenses � 2,904,224 � � 2,376,116 � � 6,979,589 � � 4,668,813 � �
Income (loss) from operations (70,041 ) 1,723,425 (191,964 )
2,286,257 � Other income and (expense): � Gain on adjustment of
fair value Series A convertible preferred stock classified as a
liability 2,605,159 - 1,176,494 - Gain on investor warrant
liability 1,421,432 - 1,313,843 - Other income (expense) 10,159
33,387 (3,423 ) 33,387 Interest expense (243,780 ) (3,716 )
(310,167 ) 3,716 Interest income � 48,305 � � 65,542 � � 90,081 � �
(65,542 ) Total other income (expense) � 3,841,275 � � 95,213 � �
2,266,828 � � (28,439 ) Net income before income taxes 3,771,234
1,818,638 2,074,864 2,257,818 � Provision for income taxes � - � �
283,638 � � - � � 283,638 � � Net income $ 3,771,234 � $ 1,535,000
� $ 2,074,864 � $ 1,974,180 � � Net income per share � basic and
diluted $ 0.09 � $ 0.01 � $ 0.04 � $ 0.01 � Weighted average number
of shares outstanding During the year � basic and diluted �
39,204,753 � � 37,300,000 � � 39,069,337 � � 37,300,000 � American
Defense Systems, Inc. and Subsidiaries Reconciliation of GAAP
Financial Information to Non-GAAP For the three months and six
months ended June 30 � � � Three Months � Six Months Ended Ended
June 30, 2008 June 30, 2008 � GAAP income (loss) $ 3,771,234 $
2,074,864 � (Gain) loss on adjustment of fair value Series A
convertible preferred stock classified as a liability (2,605,159 )
(1,176,494 ) � (Gain) loss on investor warrant liability (1,421,432
) (1,313,843 ) � Stock based compensation 20,612 54,297 � �
Non-GAAP loss $ (234,745 ) $ (361,176 ) � � Earning (Loss) Per
Share - basic and diluted � Weighted average number of shares
outstanding � 39,204,753 � � 39,069,337 � � Net income (loss) per
share - basic and diluted Non-GAAP $ (0.02 ) $ (0.02 ) � GAAP $
0.09 � $ 0.04 � American Defense Systems, Inc. and Subsidiaries
Consolidated Balance Sheets � � June 30, 2008 � December 31, 2007
ASSETS (Unaudited) (Audited) Current Assets: Cash $ 6,613,517 $
1,479,886 Accounts receivable, net 5,491,623 6,711,161 Inventory
1,271,365 737,458 Prepaid expenses and other current assets
2,940,532 1,856,236 Deferred tax asset 4,136,982 4,136,982 Costs in
excess of billings on uncompleted contracts 8,462,308 5,011,974
Deposits � 656,430 � 608,020 Total current assets 29,572,757
20,541,718 - Property and equipment, net 3,151,815 1,194,676 �
Deferred financing cost 1,721,131 - � Goodwill 1,950,000 1,680,361
� Advances for future acquisitions 525,350 138,000 � � Total assets
$ 36,921,053 $ 23,554,754 � LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: Accounts payable $ 3,827,283 $ 4,381,930
Accrued payroll 374,847 205,230 Accrued expenses 329,914 599,258
Dividends payable 401,252 - Due to Tactical Applications Group
250,000 1,512,741 Deferred tax liability 3,965,150 3,965,150 Short
term notes payable � 142,903 � 64,947 Total current liabilities
9,291,349 10,729,256 � Long term notes payable - 27,670 �
Mandatorily redeemable Series A Convertible Preferred Stock
(cumulative). 5,000,000 shares authorized, 15,000 shares issued and
outstanding 12,437,584 - � Investor warrant liability 265,604 - � �
Total liabilities � 21,994,537 � 10,756,926 � Stockholders' equity:
- Common stock, $0.001 par value, 100,000,000 shares authorized,
39,349,050 and 38,957,950 shares issued and outstanding as of June
30, 2008 and December 31, 2007 49,055 48,379 Additional paid-in
capital 10,219,832 9,765,432 Retained earnings � 4,657,629 �
2,984,017 Total stockholders' equity � 14,926,516 � 12,797,828
Total liabilities and stockholders' equity $ 36,921,053 $
23,554,754 American Defense Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows For the six months ended June
30 � � 2008 � 2007 (Unaudited) (Unaudited) Cash flows from
operating activities: Net income $ 2,074,864 $ 1,974,180 �
Adjustments to reconcile net income to net cash used in operating
activities: � Change in fair value associated with preferred stock
and warrants (2,490,337 ) - Stock based compensation expense 54,297
- Amortization of deferred financing costs 147,747 - Discount on
Series A preferred stock 154,604 - Depreciation and amortization
282,435 145,986 � Changes in operating assets and liabilities:
Restricted cash - 216,101 Accounts receivable 1,219,538 (2,119,473
) Inventories (533,907 ) 18,050 Deposits and other assets (48,410 )
- Cost in excess of billing on uncompleted contracts (3,450,334 )
(1,747,650 ) Prepaid expenses and other assets (1,485,548 )
(725,324 ) Deferred financing costs (416,886 ) - Advances for
future acquisitions (387,350 ) - Investment in affiliate (1,669,350
) (40,000 ) Accounts payable and accrued expenses (604,801 )
(515,308 ) Accrued liabilities 169,617 617,114 Due to related party
� 262,741 � � - � � Net cash used in operating activities �
(6,721,080 ) � (2,176,324 ) � Cash flows from investing activities:
Purchase of equipment (2,239,575 ) (436,067 ) Cash paid for
acquisition in excess of cash received � (100,000 ) � - � � Net
cash used in investing activities � (2,339,575 ) � (436,067 ) �
Cash flows from financing activities: Proceeds from notes payable
62,970 140,859 Repayments of short term financing (12,684 ) (11,396
) Proceeds from the sale of common stock 194,000 260,000 Proceeds
from sale of Series A Convertible Preferred Shares, net of of
capitalization costs of $270,000 � 13,950,000 � � - � � Net cash
provided by financing activities � 14,194,286 � � 389,463 � � NET
INCREASE (DECREASE) IN CASH 5,133,631 (2,222,928 ) � CASH AT
BEGINNING OF YEAR � 1,479,886 � � 4,951,302 � CASH AT END OF PERIOD
$ 6,613,517 � $ 2,728,374 � American Defense Systems, Inc. and
Subsidiaries Consolidated Statements of Cash Flows For the six
months ended June 30 (Continued) � � 2008 2007 (Unaudited)
(Unaudited) � Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 7,816 � $ 787 Cash paid
for taxes $ - � $ - � Supplemental disclosure of non-cash financing
activities Stock options issued in lieu of compensation $ 54,297 �
$ - Dividends payable $ 401,252 � $ - Fair value of placement agent
warrants $ 374,933 � $ - � 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 )
$ - Amounts due to American Anti-Ram, Inc. $ (100,000 ) $ -
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