CompuDyne Corporation (NASDAQ:CDCY), an industry leader in
sophisticated security products, integration and technology for the
public security markets, today reported net income of $0.02 per
share for the second quarter of 2007, compared to net income of
$0.04 per share reported in the second quarter of 2006. Pre-tax
income was $0.2 million for the second quarter of 2007, compared to
$0.3 million for the second quarter of 2006. Revenues in the second
quarter of 2007 were $35.6 million, down from $38.4 million in the
second quarter of 2006. Revenues in the 2006 second quarter and
first half benefitted from a particularly large contract in Attack
Protection. Net loss for the first six months of 2007 was $0.25 per
share, compared to a net income of $0.14 per share reported in the
first six months of 2006. Revenues for the first six months of 2007
were $66.7 million, down from $78.9 million in first six months of
2006. EBITDAS (Earnings Before Interest, Tax, Depreciation,
Amortization and Non-Cash Stock Option Expense) was $2.0 million in
the second quarter of 2007 and $1.6 million for the first six
months of 2007. Institutional Security Systems (�ISS�) revenue was
$14.5 million in the second quarter of 2007 compared with $13.2
million in the second quarter of 2006. Pre-tax income improved from
a $0.4 million loss in the second quarter of 2006 to a $0.2 million
loss in the second quarter of 2007. ISS revenues and earnings are
beginning to benefit from the significant increase in backlogs �
ISS backlogs increased to $74.3 million at the end of the second
quarter of 2007 from $63.9 million at the beginning of the quarter
and $51.2 million at June 30, 2006. ISS earnings continue to be
negatively impacted by significant legal costs in pursuing claims
and recoveries on completed projects. Attack Protection (�AP�)
revenue was $6.6 million in the second quarter of 2007, down from
$11.3 million in the second quarter of 2006. Pre-tax income
declined from $1.5 million in the second quarter of 2006 to $0.9
million in the second quarter of 2007. The Norshield brand
business, which supplies bullet, blast and attack resistant windows
and doors as well as vehicle barrier systems, benefitted in 2006
from a very large embassy contract which was completed during 2006,
activity has since dropped to a level near break-even despite great
progress made in reducing costs and improving quality. The Fiber
SenSys (�FSI�) brand business, which is one of the world�s largest
suppliers of fiber optic based perimeter alarm systems, had an
outstanding quarter with revenue tripling from the second quarter
of 2006 and accounting for all of Attack Protection�s pre-tax
income in the second quarter of 2007. Integrated Electronic Systems
(�IES�) revenue was $4.8 million in the second quarter of 2007
compared to $3.0 million in the second quarter of 2006 and resulted
in pre-tax income of $0.3 million for the second quarter of 2007
compared to pre-tax income of $0.2 million for the second quarter
of 2006. The re-bid of the Bureau of Engraving & Printing
contract remains unresolved. IES� Signami DCS signals intelligence
equipment business represented $1.5 million of IES� revenue in the
second quarter, reflecting a significant shipment of its model 7500
signals processing unit. Unusually high engineering costs on legacy
DCS technology adversely affected Signami DCS profits in the
quarter. Public Safety & Justice (�PS&J�) revenues declined
to $9.7 million in the second quarter of 2007 compared to $10.9
million in the second quarter of 2006. Pre-tax results for PS&J
in the second quarter of 2007 were a loss of $0.1 million,
significantly improved from the $0.5 million pre-tax loss in the
second quarter of 2006. PS&J started the year with very
depressed backlogs of $39.1 million, however a significant award
during the second quarter has raised quarter end backlogs to $45.8
million. These relatively low backlogs, combined with continuing
substantial investments in technology, have impacted PS&J�s
profitability through the first half of 2007. The decision was made
in 2005 to significantly accelerate the research and development
effort to migrate to a full Service Oriented Architecture and
Microsoft.NET� based product suite, a commitment which is being
fully expensed and which will amount to approximately $2.4 million
in 2007. In the second quarter of 2007, Corporate pre-tax expense
including net interest totaled $0.7 million compared to $0.5
million in the second quarter of 2006. Backlogs rose by $17 million
or 15% in the second quarter, and new project activity was
generally very active. The Company has also announced today that a
group of investors including funds sponsored by The Gores Group,
LLC, intend to commence a tender offer to acquire the Company for
$7.00 per share. Certain statements made in this press release
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including those
statements concerning the Company�s expectations with respect to
future operating results and other events. Although the Company
believes it has a reasonable basis for these forward-looking
statements, these statements involve risks and uncertainties that
cannot be predicted or quantified and consequently, actual results
may differ materially from those expressed or implied by such
forward-looking statements. Factors which could cause actual
results to differ from expectations include, among others, capital
spending patterns of the security market and the demand for the
Company�s products, competitive factors and pricing pressures,
changes in legislation, regulatory requirements, government budget
problems, the Company�s ability to secure new contracts, the
ability to remain in compliance with its bank covenants, delays in
government procurement processes, inability to obtain bid, payment
and performance bonds on various of the Company�s projects,
technological change or difficulties, the ability to refinance debt
when it becomes due, product development risks, commercialization
difficulties, adverse results in litigation, the level of product
returns, the amount of remedial work needed to be performed, costs
of compliance with Sarbanes-Oxley requirements and the impact of
the failure to comply with such requirements, risks associated with
internal control weaknesses identified in complying with Section
404 of Sarbanes-Oxley, the Company�s ability to realize anticipated
cost savings, the Company�s ability to simplify its structure and
modify its strategic objectives, and general economic conditions.
Risks inherent in the Company�s business and with respect to future
uncertainties are further described in its other filings with the
Securities Exchange Commission, such as the Company�s Form 10-K,
Form 10-Q, and Form 8-K reports. IMPORTANT ADDITIONAL INFORMATION:
The tender offer described in this announcement has not yet been
commenced. This announcement and the description contained herein
is neither an offer to purchase nor a solicitation of an offer to
sell shares of CompuDyne. At the time the tender offer is
commenced, Gores Patriot Holdings, Inc., an affiliate of The Gores
Group, LLC, and Patriot Acquisition Corp., a wholly-owned
subsidiary of Gores Patriot Holdings, Inc., intend to file a Tender
Offer Statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal and other documents relating to the
tender offer, and CompuDyne Corporation intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Gores Patriot Holdings, Inc., its
wholly owned subsidiary, and CompuDyne Corporation intend to mail
these documents to the stockholders of CompuDyne Corporation. These
documents will contain important information about the tender offer
and stockholders of CompuDyne Corporation are urged to read them
carefully when they become available. Investors and stockholders of
CompuDyne Corporation will be able to obtain a free copy of these
documents (when they become available) and other documents filed by
CompuDyne Corporation or Gores Patriot Holdings, Inc. with the SEC
at the website maintained by the SEC at www.sec.gov. The tender
offer statement and related materials may be obtained for free by
directing such requests to MacKenzie Partners Inc., attention Bob
Marese, at (310) 788-2850. In addition, investors and stockholders
may obtain a free copy of the solicitation/recommendation statement
and such other documents (when they become available) from
CompuDyne Corporation by directing requests to CompuDyne
Corporation at 2530 Riva Road, Suite 201, Annapolis, Maryland
21401. COMPUDYNE CORPORATION AND SUBSIDIARIES �CONSOLIDATED BALANCE
SHEETS �(unaudited) � June 30, December 31, ASSETS 2007 2006
(dollars in thousands) Current Assets Cash and cash equivalents $
8,179 $ 7,740 Marketable securities 4,882 8,687 Accounts
receivable, net 31,774 25,534 Contract costs in excess of billings
9,152 12,031 Inventories 5,348 5,577 Prepaid expenses and other �
3,066 � 4,595 Total Current Assets 62,401 64,164 � Cash equivalents
pledged 7,500 7,500 Property, plant and equipment, net 9,243 9,630
Goodwill 13,275 13,274 Other intangible assets, net 7,154 7,428
Other � 1,818 � 1,954 Total Assets $ 101,391 $ 103,950 LIABILITIES
AND SHAREHOLDERS� EQUITY � Current Liabilities Accounts payable and
accrued liabilities $ 13,732 $ 14,155 Billings in excess of
contract costs incurred 10,334 9,221 Deferred revenue 7,838 9,305
Current portion of notes payable � 440 � 440 Total Current
Liabilities 32,344 33,121 � Notes payable 2,385 2,685 Convertible
subordinated notes payable, net 39,585 39,492 Deferred tax
liabilities 1,425 1,425 Other � 420 � 388 Total Liabilities �
76,159 � 77,111 � Commitments and Contingencies � Shareholders�
Equity � 25,232 � 26,839 Total Liabilities and Shareholders� Equity
$ 101,391 $ 103,950 COMPUDYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) � Three Months
Ended June 30, Six Months Ended June 30, 2007 2006 2007 2006 (in
thousands, except per share data) Revenues $ 35,596 $ 38,394 $
66,728 $ 78,864 � Cost of sales � 23,246 � 26,258 � 44,600 � �
54,219 � � Gross profit 12,350 12,136 22,128 24,645 � Selling,
general and administrative expenses 9,132 9,342 18,383 19,078
Research and development � 2,452 � 1,934 � 4,823 � � 3,701 � Income
(loss) from operations 766 860 (1,078 ) 1,866 � Total other
expense, net � 562 � 548 � 1,052 � � 931 � � Income (loss) before
taxes on income 204 312 (2,130 ) 935 Income tax expense (benefit) �
- � 7 � - � � (177 ) Net income (loss) $ 204 $ 305 $ (2,130 ) $
1,112 � � Earnings (loss) per share: Basic income (loss) per common
share $ .02 $ .04 $ (.25 ) $ .14 � � Weighted average number of
common shares outstanding 8,438 8,119 8,437 8,119 � Diluted income
(loss) per common share $ .02 $ .04 $ (.25 ) $ .14 � � Weighted
average number of common shares and equivalents 8,455 8,164 8,437
8,161 COMPUDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL
DATA (in thousands, unaudited) � Three Months Ended Six Months
Ended June 30, June 30, 2007 2006 2007 2006 Revenues Institutional
Security Systems $ 14,545 $ 13,220 $ 25,700 $ 26,575 Attack
Protection 6,613 11,333 11,050 23,017 Integrated Electronic Systems
4,755 2,983 9,712 6,570 Public Safety and Justice � 9,683 � �
10,858 � � 20,266 � � 22,702 � $ 35,596 � $ 38,394 � $ 66,728 � $
78,864 � � � Three Months Ended Six Months Ended June 30, June 30,
2007 2006 2007 2006 Gross Profit Institutional Security Systems $
2,007 $ 1,853 $ 2,993 $ 4,026 Attack Protection 2,709 3,859 3,676
7,151 Integrated Electronic Systems 1,158 494 2,466 1,000 Public
Safety and Justice � 6,476 � � 5,930 � � 12,993 � � 12,468 � $
12,350 � $ 12,136 � $ 22,128 � $ 24,645 � � � Three Months Ended
Six Months Ended June 30, June 30, 2007 2006 2007 2006 Pre-tax
income (loss) Institutional Security Systems $ (206 ) $ (386 ) $
(1,481 ) $ (250 ) Attack Protection 914 1,548 (12 ) 2,753
Integrated Electronic Systems 285 161 698 345 Public Safety and
Justice (91 ) (529 ) (291 ) (522 ) Corporate � (698 ) � (482 ) �
(1,044 ) � (1,391 ) $ 204 � $ 312 � $ (2,130 ) $ 935 � June 30,
2007 December 31, 2006 June 30, 2006 Backlog Institutional Security
Systems $ 74,330 $ 64,687 $ 51,173 Attack Protection 8,761 5,686
13,593 Integrated Electronic Systems 5,260 7,902 7,393 Public
Safety and Justice � 45,786 � 39,067 � 39,351 $ 134,137 $ 117,342 $
111,510 RECONCILIATION OF NON-GAAP FINANCIAL MEASURES EBITDAS (in
thousands, except per share data; unaudited) � Three Months Ended
Six Months Ended June 30, June 30, 2007 2006 2007 2006 � Net income
(loss) $ 204 $ 305 $ (2,130 ) $ 1,112 Interest expense 795 842
1,587 1,657 Income tax expense (benefit) - 7 - (177 ) Depreciation
and amortization 713 750 1,554 1,545 Non-cash stock option expense
� 283 � 323 � 546 � � 578 � EBITDA adjusted for non-cash stock
option expense (EBITDAS) $ 1,995 $ 2,227 $ 1,557 � $ 4,715 � This
press release contains unaudited financial information that is not
prepared in accordance with generally accepted accounting
principles (GAAP). Investors are cautioned that the non-GAAP
financial measures are not to be construed as an alternative to
GAAP. The Company's management uses earnings before interest,
taxes, depreciation and amortization, as adjusted for non-cash
stock option expense (EBITDAS), in its internal analysis of results
of operations and monitors EBITDAS to evaluate the Company�s
compliance with its bank covenant for a fixed charge coverage
ratio. Management believes that EBITDAS and Income (Loss) Before
Non-Cash Stock Option Expense is useful to investors as a
meaningful comparison between periods and as an analysis of the
critical components of the Company�s results of operations.
Management also believes that EBITDAS is useful to investors
because it allows them to evaluate the Company�s compliance with
its bank covenant for a fixed charge coverage ratio.
Compudyne (NASDAQ:CDCY)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Compudyne (NASDAQ:CDCY)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024