EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

  

NEWS FROM POINT BLANK SOLUTIONS, INC.

2102 SW 2nd Street • Pompano Beach, FL 33069

Tel: 954-630-0900 • www.pointblanksolutionsinc.com

  
  

FOR IMMEDIATE RELEASE

Point Blank Solutions Reports 2007 Annual and Fourth Quarter Financial Results

Pompano Beach, FL, March 17, 2008 – Point Blank Solutions, Inc. (OTC Pink Sheets: PBSO.PK), a leader in the field of protective body armor, announced today its results of operations and financial position as of and for the year and fourth quarter ended December 31, 2007.

Beginning in September 2006, management developed its strategic plan to achieve its vision of becoming the global leader in safety apparel and protective solutions. Throughout 2007, the Company, in concert with the Board of Directors refined its plan and outlined strategic objectives that positioned the Company for future growth and profitability.

Grow organically

 

   

During 2007, the Company grew sales by 26.2% to $320.8 million. This increase in sales is due to U.S. military and federal sales growth of 27.7%, and 28.3% in the Company’s domestic market. During the fourth quarter of 2007, net sales to the U.S. military and federal government declined by 11.2%, due to continued delays in U.S. military orders. Offsetting this decline was a significant increase in business to law enforcement and distributor customers.

 

   

The Company had firm orders (backlog) as of December 31, 2007 of $22 million. In addition, the Company is actively pursuing a number of opportunities, including:

 

   

A bridge buy of 150,000 Improved Outer Tactical Vests (“IOTVs”)

 

   

Almost 590,000 IOTVs

 

   

Approximately 250,000 Deltoid Auxiliary Protective System (“DAPS”)

 

   

About 100,000 Outer Tactical Vests (“OTVs”)

 

   

Modular Lightweight Load Carrying Equipment

 

   

Numerous smaller contracts for law enforcement and the government

Expand internationally

 

   

During 2007, the Company completed an analysis of the approximately $2.5 billion international market. The Company developed a framework for global business development and established an office to expand its relationships with international and foreign military constituents.

 

   

In 2008, the Company increased its international trade show participation, met with various governments and is actively pursuing contracts through Foreign Military Sales.

 

   

In the years ahead, the Company anticipates international sales will comprise a higher percentage of its overall sales mix and will be a key contributor to financial performance.

Improve cost position

 

   

Total operating costs decreased by 18.1% during 2007 as compared to 2006. This decline was attributable to a decrease in litigation and investigation costs, a decrease in employment tax withholding charges and a reduction in selling, general and administrative charges. The Company reduced its operating costs by 20.4% in the fourth quarter of 2007 as compared to the fourth quarter of 2006. This decrease is primarily a result of cost reductions in selling, general and administrative expenses.

 

   

The gross margin for 2007 was 19.2% compared to 22.8% during 2006. Throughout 2007, certain contracts were targeted for an aggressive pricing strategy, recognizing the changes in the competitive environment within the industry. Both the 2007 annual and fourth quarter results include a $3.5 million adjustment to the Zylon vest replacement program obligation as a result of a change in estimate. In the fourth quarter of 2007, the Company’s gross margin was 23.0%, as compared to 21.3% in the comparable quarter of 2006.


   

In 2007, the Company began to implement an integrated information technology (“IT”) solution and to replace outdated manufacturing and financial systems. The Company expects to benefit from completing the IT integration to enhance productivity, improve timeliness, provide more rigorous internal controls and improve yield in the manufacturing process.

Pursue strategic ventures

 

   

In 2007, the Company explored various strategic initiatives to better integrate the value chain and diversify products and markets, reducing costs and growing sales.

 

   

Among the highlights include an exclusive partnership with G2 Consulting, a collaborative venture with DSM and various alliances with the Company’s key suppliers and distributors.

 

   

In 2008, the Company intends to consummate several deals, which are in discussion.

Maximize shareholder value

 

   

The Company was profitable for the first time in five years. Net income for the year ended December 31, 2007 was approximately $6.2 million, compared to a net loss of ($5.3) million during the prior year. In the fourth quarter of 2007, the Company reported a net loss of ($0.2 million), compared with a net loss of ($3.7 million) in the comparable period in 2006.

 

   

Adjusted EBITDA increased by 86.7% to $25.7 million during 2007 as compared to 2006. This improvement was driven by higher sales and lower operating costs and the vest replacement program obligation adjustment as described above. Additionally, adjusted EBITDA was $3.8 million during the fourth quarter of 2007 as compared to $1.1 million in the comparable prior year period.

 

   

Earnings per share, basic and diluted, was $0.12 for the year ended December 31, 2007, as compared to a loss per share, basic and diluted of ($0.12) during 2006. For the fourth quarter of 2007, earnings per share, basic and diluted was $0.00 compared to a net loss of ($0.08) in the period ended December 31, 2006.

 

   

The Company’s SEC filings are current for the first time in three years. The Company also made significant progress towards achieving compliance with regulatory agencies and improvements were achieved in internal control over financial reporting.

 

   

The Company’s goal is to eliminate all material weaknesses by the end of 2008.

In 2007, the Company exceeded its internal goals, receiving over $200 million in new contract awards from the U.S. Government. Point Blank was one of two producers of the Army’s new IOTV, and the Company delivered the vests ahead of schedule to meet the Army’s urgent and compelling need. Today, the Company is actively involved in several open solicitations and believes its well-documented delivery record and best value production capability make it highly competitive to receive a large share of these potential awards.

While the 2007 market share strategy resulted in significant increases in sales, it impacted gross margins compared to the prior year. However, this is part of a more comprehensive, global plan to grow sales, gross margins and profits. The Company continues to execute this plan and is well on its way to achieving its goals. The return to profitability during 2007 is an indicator of this progress.

Larry Ellis, President and CEO stated “The past 18 months have been challenging. Some would have thought it sufficient to deal solely with the legacy issues. We did not share that belief. To save this Company required growth, and it was incumbent on us to move forward with vision. We have been blessed, through a thoughtful and deliberate selection process, with a management team – directors and executives – that has an unbeatable combination of experience, independence and integrity to restore the Company and assure its future success. I am pleased that we have returned to profitability and are ahead of schedule in implementing our strategic plan.”

 

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Chairman of the Board, (ret.) Senator Bill Campbell added, “We have worked hard to move this Company forward and our 2007 results show progress. I believe our team of Directors and management, have positioned Point Blank to achieve a potential that few in this industry thought possible a short time ago. While much hard work remains, I am proud of our collective accomplishments and believe we are well positioned to enhance shareholder value.”

Fourth Quarter and Year-end Teleconference and Webcast

The Company will be hosting a teleconference and webcast to discuss its year-end financial results, strategy and outlook on Tuesday, March 18, 2008 at 11:00 a.m. EST. Parties can listen to the webcast on the Point Blank Solutions website at http://www.pointblanksolutionsinc.com and by clicking on “Investor Relations”. For those who would like to participate “live” on the teleconference, please contact the investor relations department and the call-in information will be provided to you. Additionally, a replay of the webcast will be available on the Company’s website under “Audio Archives” in the “Investor Relations” section or via teleconference within 24-hours after the completion of the call. The domestic replay number is (888) 286-8010 and the international replay number is (617) 801-6888 / both will use access code: 61150258.

ABOUT POINT BLANK SOLUTIONS, INC.

Point Blank Solutions, Inc. is a leader in the design and production of technologically advanced body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is also recognized as the largest producer of soft body armor in the U.S. With state-of-the-art manufacturing and laboratory testing facilities, strategic technology and marketing alliances, and an ongoing commitment to drive innovation, Point Blank Solutions believes that it can deliver the most advanced body armor solutions, quicker and better than anyone in the industry.

The Company maintains facilities in Deerfield Beach, FL, Oakland Park, FL, Pompano Beach, FL, Jacksboro, TN and Washington, DC. To learn more about Point Blank Solutions, Inc. visit our website at www.PointBlankSolutionsInc.com.

Non-GAAP Financial Disclosure

This press release contains information regarding Adjusted EBITDA. Adjusted EBITDA is computed as net income, plus the sum of interest expense, income taxes, depreciation and amortization, litigation and cost of investigations and equity based compensation. This measure is a non-GAAP financial measure, defined as numerical measures of financial performance that exclude or include amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles, or GAAP, in our statements of operations, balance sheets or statements of cash flows. Pursuant to the requirements of Regulation G, we have provided a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.

Although Adjusted EBITDA represents a non-GAAP financial measure, we consider this measure to be a key operating metric of our business. We use this measure in our planning and budgeting processes and to monitor and evaluate our financial and operating results. We also believe that Adjusted EBITDA is useful to investors because it provides an analysis of financial and operating results using the same measures that we use in evaluating the Company. We expect that such measure provides investors with the means to evaluate our financial and operating results against other companies within our industry. Our calculation of Adjusted EBITDA may not be consistent with the calculation of this measure by other companies in our industry. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net earnings (loss) as an indicator of our operating performance or cash flows from operating activities, as a measure of liquidity or any other measure of performance derived in accordance with GAAP.

 

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IMPORTANT ADDITIONAL INFORMATION

In connection with the 2008 Annual Meeting of Stockholders, the Company will file a proxy statement and other documents regarding the 2008 Annual Meeting with the U.S. Securities and Exchange Commission and will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the 2008 Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents relating to the 2008 Annual Meeting (when they are available) can be obtained free of charge from the SEC’s website at http://www.sec.gov. These documents (when they are available) can also be obtained free of charge from the Company at the Company’s website at www.pointblanksolutionsinc.com under the “Investor Relations” tab, upon written request to Corporate Secretary, Point Blank Solutions, Inc, 2102 S.W. 2nd St., Pompano Beach, Florida 33069, or by calling the Investor Relations department at (212) 786-6013.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2008 Annual Meeting. Information regarding the interests of the directors and executive officers of the Company in the solicitation will be more specifically set forth in the definitive proxy statement that will be filed by the Company with the SEC and which will be available free of charge from the SEC and the Company, as indicated above. Information about the directors and executive officers of the Company may be found in its Form 10-K/A for the fiscal year ended December 31, 2006, filed with the SEC on February 19, 2008.

SAFE HARBOR STATEMENT

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THE STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED LARGELY ON THE COMPANY’S EXPECTATIONS AND ARE SUBJECT TO VARIOUS BUSINESS RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE COMPANY’S CONTROL. WORDS SUCH AS “EXPECTS,” “ANTICIPATES,” “TARGETS,” “GOALS,” “PROJECTS,” “INTENDS,” “PLANS,” “BELIEVES,” “PURSUE,” “SEEKS,” “ESTIMATES,” VARIATIONS OF SUCH WORDS, AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS THAT SPEAK AS OF THE DATE HEREOF AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY AND ADVERSELY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, (1) CHANGES IN THE COMPANY’S INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (2) DE-LISTING FROM THE AMERICAN STOCK EXCHANGE, (3) UNCERTAINTY OF FUTURE FINANCIAL RESULTS, (4) ADDITIONAL FINANCING REQUIREMENTS, (5) DEVELOPMENT OF NEW PRODUCTS, (6) GOVERNMENT APPROVAL PROCESSES, INCLUDING APPROVAL OF THE SETTLEMENT BY THE COURT, (7) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (8) TECHNOLOGICAL CHANGES, (9) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS, (10) THE OUTCOME AND IMPACT OF LITIGATION TO WHICH THE COMPANY IS A PARTY AND THE SECURITIES AND EXCHANGE COMMISSION AND OTHER INVESTIGATIONS REGARDING THE COMPANY, (11) TURNOVER IN THE COMPANY’S SENIOR MANAGEMENT AND (12) OTHER UNCERTAINTIES DETAILED IN THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, WITHOUT LIMITATION, THOSE UNCERTAINTIES AND RISKS DISCUSSED IN DETAIL IN “RISK FACTORS,” IN THE COMPANY’S MOST RECENT REPORTS ON FORM 10-K AND FORM 10-Q. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGE IN THE EXPECTATIONS OF OUR MANAGEMENT WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED.

Media and Investor Relations Contact:

Glenn Wiener

Tel: 212-786-6013

Email: IR@PBSINC.com

 

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POINT BLANK SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,

(In thousands, except per share data)

 

     2007     2006  

Net sales

   $ 320,796     $ 254,105  

Cost of goods sold

     259,289       196,154  
                

Gross profit

     61,507       57,951  

Selling, general and administrative expenses

     40,921       42,539  

Litigation and costs of investigations

     9,647       13,886  

Employment tax withholding charge

     (737 )     4,407  
                

Total operating costs

     49,831       60,832  
                

Operating income ( loss)

     11,676       (2,881 )

Interest expense

     791       1,946  

Other (income) expense

     (110 )     127  
                

Total other expense

     681       2,073  
                

Income (loss) before income tax (benefit) expense

     10,995       (4,954 )

Income tax (benefit) expense:

    

Current

     (10,865 )     (772 )

Deferred

     15,501       1,058  
                

Total income tax expense

     4,636       286  

Income (loss) before minority interest of subsidiary

     6,359       (5,240 )

Less minority interest of subsidiary

     153       82  
                

Net income (loss)

   $ 6,206     $ (5,322 )
                

Basic and diluted earnings (loss) per common share

   $ 0.12     $ (0.12 )
                

Basic and diluted earnings per contingently redeemable common share

   $ 0.12     $ —    
                

 

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POINT BLANK SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31,

(In thousands, except per share data)

 

     2007     2006  

Net sales

   $ 63,326     $ 71,331  

Cost of goods sold

     48,773       56,123  
                

Gross profit

     14,553       15,208  
                

Selling, general and administrative expenses

     11,879       14,912  

Litigation and costs of investigations

     2,283       2,884  
                

Total operating costs

     14,162       17,796  
                

Operating income ( loss)

     391       (2,588 )
                

Interest expense

     327       793  

Other (income) expense

     (126 )     37  
                

Total other expense

     201       830  
                

Income (loss) before income tax (benefit) expense

     190       (3,418 )

Income tax expense

     319       326  
                

Loss before minority interest of subsidiary

     (129 )     (3,744 )

Less minority interest of subsidiary

     28       (14 )
                

Net loss

   $ (157 )   $ (3,730 )
                

Basic and diluted loss per common share

     0.00     $ (0.08 )
                

Basic and diluted loss per contingently redeemable common share

   $ —       $ —    
                

 

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POINT BLANK SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31,

(In thousands, except share data)

 

      2007     2006  

ASSETS

    

Current assets:

    

Cash

   $ 213     $ 177  

Restricted cash

     35,200       35,200  

Accounts receivable, less allowance for doubtful accounts of $296 and $911, respectively

     25,144       38,087  

Inventories, net

     43,550       32,210  

Income tax receivable

     20,285       —    

Deferred income taxes

     21,468       38,125  

Prepaid expenses and other current assets

     3,150       2,326  
                

Total current assets

     149,010       146,125  
                

Property and equipment, net

     5,967       1,825  
                

Other assets

    

Deferred income taxes

     1,312       155  

Deposits and other assets

     78       94  
                

Total other assets

     1,390       249  
                

Total assets

   $ 156,367     $ 148,199  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Revolving line of credit

   $ 16,254     $ 8,425  

Accounts payable

     15,416       17,626  

Accrued expenses and other current liabilities

     8,384       12,912  

Reserve for class action settlement

     39,372       39,372  

Vest replacement program obligation

     527       6,054  

Income taxes payable

     —         5,904  

Employment tax withholding obligation

     34,176       36,483  
                

Total current liabilities

     114,129       126,776  
                

Long term liabilities

    

Unrecognized tax benefits

     11,134       —    

Other liabilities

     525       852  
                

Total long term liabilities

     11,659       852  
                

Total liabilities

     125,788       127,628  
                

Commitments and contingencies

    

Minority interest in consolidated subsidiary

     406       253  

Contingently redeemable common stock (related party)

     19,326       19,326  

Stockholders’ equity

    

Common stock, $0.001 par value, 100,000,000 shares authorized, 48,037,510 million shares issued and outstanding

     48       48  

Additional paid in capital

     84,552       80,903  

Accumulated deficit

     (73,753 )     (79,959 )

Total stockholders’ equity

     10,847       992  
                

Total liabilities and stockholders’ equity

   $ 156,367     $ 148,199  
                

 

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POINT BLANK SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

(In thousands)

 

     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net Income (loss)

   $ 6,206     $ (5,322 )

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     637       643  

Amortization of deferred financing costs

     88       41  

Deferred income tax expense

     15,501       1,058  

Gain on sale of fixed assets

     —         (94 )

Minority interest in consolidated subsidiary

     153       82  

Stock based compensation

     3,649       1,615  

Changes in assets and liabilities:

    

Increase in restricted cash

     —         (35,200 )

Accounts receivable

     12,943       2,957  

Income tax receivable

     (20,285 )     —    

Accounts receivable from insurers

     —         12,875  

Inventories

     (11,340 )     (5,385 )

Prepaid expenses and other current assets

     (912 )     (784 )

Deposits and other assets

     16       7  

Accounts payable

     814       2,229  

Income taxes payable

     (5,905 )     (636 )

Employment tax withholding obligation

     (2,307 )     4,407  

Vest replacement obligation

     (5,527 )     (3,658 )

Accrued expenses and other current liabilities

     (4,528 )     4,178  

Unrecognized tax benefits

     11,134       —    

Other liabilities

     (327 )     (632 )
                

Net cash provided by (used in) operating activities

     10       (21,619 )

CASH FLOWS FROM INVESTING ACTIVITIES

    

Proceeds from sale of property and equipment

     38       572  

Purchases of property and equipment

     (4,817 )     (458 )
                

Net cash provided by (used in) investing activities

     (4,779 )     114  

CASH FLOWS FROM FINANCING ACTIVITIES

    

Bank overdraft

     (3,024 )     5,531  

Net proceeds (repayment) from revolving line of credit

     7,829       8,425  

Repayment of notes payable – bank

     —         (15,000 )

Issuance of contingently redeemable common stock (related party)

     —         19,326  

Repurchase of common stock

     —         (3,133 )

Net proceeds from exercise of stock warrants

     —         5,250  
                

Net cash provided by financing activities

     4,805       20,399  

Net increase (decrease) in cash and cash equivalents

     36       (1,106 )

Cash and cash equivalents at beginning of year

     177       1,283  
                

Cash and cash equivalents at end of year

   $ 213     $ 177  
                

Supplemental cash flow information:

    

Cash payments for interest

   $ 703     $ 1,905  
                

Cash payments for income taxes

   $ 4,000     $ —    
                

 

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POINT BLANK SOLUTIONS, INC. AND SUBSIDIARIES

ADJUSTED EBITDA

FOR THE YEARS ENDED DECEMBER 31,

(In thousands)

 

     2007    2006  

Net Income (loss)

   $ 6,206    $ (5,322 )

Add back:

     

Depreciation and amortization

     725      684  

Interest Expense

     791      1,946  

Income Taxes

     4,636      286  

Stock based compensation

     3,649      1,615  

Litigation and cost of investigations

     9,647      13,886  

Relocation of Corporate offices

     —        649  
               

Adjusted EBITDA

   $ 25,654    $ 13,744  
               

POINT BLANK SOLUTIONS, INC. AND SUBSIDIARIES

ADJUSTED EBITDA

FOR THE THREE MONTHS ENDED DECEMBER 31,

(In thousands)

 

     2007     2006  

Net loss

   $ (157 )   $ (3,730 )

Add back:

    

Depreciation and amortization

     258       178  

Interest Expense

     326       793  

Income Taxes

     319       326  

Stock based compensation

     733       681  

Litigation and cost of investigations

     2,283       2,884  
                

Adjusted EBITDA

   $ 3,762     $ 1,132  
                

 

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