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8-K - 8-K - FORCE PROTECTION INCa11-2336_48k.htm

Exhibit 99.1

 

GRAPHIC

 

 

 

 FOR IMMEDIATE RELEASE

 

Investor Relations Contact:

 

Media Contact:

Wes Harris

 

Tommy Pruitt

Director, Investor Relations

 

Senior Director, Communications

Force Protection, Inc.

 

Force Protection, Inc.

843.574.3892

 

843.574.3866

wes.harris@forceprotection.net

 

tommy.pruitt@forceprotection.net

 

Force Protection Announces Financial Results for 2010 Fourth Quarter and Full Year

~Reports 2010 Fourth Quarter Revenue of $207.7 Million and EPS of $0.16~

~Ends 2010 with Approximately $562 Million in Funded Backlog~

~Board of Directors Authorizes $20 Million Open Market Share Repurchase~

 

LADSON, S.C. — March 9, 2011 — Force Protection, Inc. (NASDAQ: FRPT) today reported financial results for the three and twelve months ended December 31, 2010.

 

Fourth Quarter

 

In the fourth quarter of 2010, the Company reported net sales of $207.7 million versus $289.0 million in the fourth quarter of 2009.  Contributing to the decrease were lower vehicle and spares and sustainment sales, which were partially offset by increased modernization revenues.

 

Gross margin for the 2010 fourth quarter was 20.7 percent, as compared to 18.1 percent in the fourth quarter of 2009.

 

The Company reported operating income of $15.9 million in the fourth quarter of 2010 as compared to operating income of $28.1 million in the prior year period.  Net income for the fourth quarter of 2010 was $11.2 million, or $0.16 per diluted share, as compared to net income of $18.4 million, or $0.27 per diluted share, for the 2009 fourth quarter.

 

Michael Moody, Chairman and Chief Executive Officer of Force Protection, Inc., said, “We were pleased to end 2010 with quarterly results that were the strongest of the year.  In addition to continued deliveries of our existing vehicle platforms and an increase in spares and sustainment sales from the third quarter of 2010, highlights of the 2010 fourth quarter included modernization revenues of $140.7 million and a gross margin in excess of 20 percent.  Of course, the most significant highlight of the quarter was the $280 million contract award we secured for the delivery of 200 vehicles under the United Kingdom Ministry of Defence’s Light Protected Patrol Vehicle, or LPPV, program.”

 

Full Year

 

For the twelve months ended December 31, 2010, the Company reported net sales of $656.0 million versus $977.1 million for the twelve months ended December 31, 2009.  Contributing to the decrease were lower spares and sustainment and vehicle sales, which were partially offset by increased modernization revenues.

 

Gross margin for the full year of 2010 was 20.4 percent, as compared to 14.5 percent for the 2009 full year.  Impacting the 2009 gross margin was a $19.3 million write-down of the Company’s Cheetah inventory and other associated costs recorded in the third quarter of 2009.  Excluding this charge, the 2009 full year non-GAAP adjusted gross margin was 16.5 percent(1).  The increase in gross margin for the 2010 full year was attributed to a favorable product mix and enhancements in the Company’s program cost management and control systems.  The reconciliations of adjusted gross margin and gross margin are included at the end of this press release.

 

Operating income was $23.4 million for the twelve months ended December 31, 2010 as compared to $43.3 million in the prior year period.  Contributing to the year-over-year decrease in operating income was the 2010 third quarter $8.5 million charge associated with the net impact of the approved settlement of the federal shareholder class action and proposed settlements related to the derivative actions that began in early 2008.

 



 

Adjusted operating income(1) for the twelve months ended December 31, 2010 was $31.9 million, which excludes the litigation settlements.  For the twelve months ended December 31, 2009, the Company recorded adjusted operating income(1) of $62.6 million, which excludes the aforementioned $19.3 million write-down of the Company’s Cheetah inventory and other associated costs.  The reconciliations of adjusted operating income and operating income are included at the end of this press release.

 

Net income for the full year of 2010 was $15.2 million, or $0.22 per diluted share, as compared to $29.5 million, or $0.43 per diluted share, for the comparable prior year period.  The Company recorded adjusted net income(1) of $20.7 million, or $0.30 per diluted share, in the 2010 full year, as compared to adjusted net income(1) of $42.4 million, or $0.61 per diluted share, in 2009.  Adjusted net income excludes the litigation settlements and Cheetah expenses in their respective periods.  The reconciliations of adjusted net income and adjusted net income per share to net income and net income per share are included at the end of this press release.

 

Mr. Moody continued, “As we look back at last year, it is clear to me that 2010 marked an important and successful year for Force Protection that puts us on a solid foundation to grow the Company going forward.  One key indicator of our success in 2010 was the more than $1 billion in new orders that allowed us to enter 2011 with more than $560 million in funded backlog.  Approximately three-quarters of this amount is expected to be recognized in 2011.”

 

Enhanced Financial Position

 

During 2010, the Company generated cash from operations of $37.4 million, which contributed to its December 31, 2010 cash balance of $150.0 million.  Also at December 31, 2010, accounts receivable was $124.8 million, including $53.8 million of earned but unbilled receivables, inventories were $90.1 million, and accounts payable was $94.6 million.

 

During the 2010 fourth quarter, the Company definitized a number of contracts that resulted in the net collection of approximately $32 million during the period.  The Company is focused on resolving all remaining undefinitized contracts over the coming months, which should further increase its cash position.

 

Significant Business Development Initiatives

 

Since late November 2010, after securing the contract award for the LPPV program, the Company has begun to stand up the necessary infrastructure and requirements to perform under the contract.  The primary focus over the coming months is associated with performing reliability growth trials and critical design reviews with the United Kingdom’s Ministry of Defence.  The Company anticipates that vehicle deliveries will begin in the fall of this year and conclude in the spring of 2012.

 

The Company is also making important progress with the Ocelot in the Manufactured and Supported in Australia, or MSA, option for the Land 121 Phase 4 program, including the delivery of two prototype variants to the customer in February 2011.  The more than $1.3 billion Land 121 program is designed to provide approximately 1,300 vehicles and trailers, as well as related long-term support, for Australia’s core fleet of military assets.  In addition to the MSA option, the Australian government has collaborated with the U.S. government on the development of the Joint Light Tactical Vehicle, or JLTV.  The evaluation for the MSA option in the Land 121 program is currently scheduled to conclude later in 2011, at which point the Australian government is expected to make a decision on whether to continue with stage two MSA prototyping, JLTV, or a combination of both options.

 

The Company’s Cougar 4x4 and 6x6 variants were down-selected in 2010 as potential solutions for Canada’s TAPV program, which requires procurement for up to 600 vehicles and related long-term support services.  Consistent with the LPPV and the MSA Land 121 requirements, the more than $1 billion TAPV program requires that primary manufacturing and supportability be completed in the host country.  The formal Request for Proposal, or RFP, for the program is expected within the next 60 days, followed by a multi-step evaluation process by the customer.  A contract award to the final selected bidder is expected as early as the end of 2011.

 

2



 

Complementing its new vehicle program efforts, as part of an experienced team, the Company is pursuing the U.S. Army’s Route Clearance Vehicle MRAP Contractor Logistics Support Service program requirement for the maintenance of its thousands of related vehicles.  The Company anticipates the issuance of the formal RFP for the program by this summer, with a selection as to the preferred provider by late 2011.

 

Outlook

 

Randy Hutcherson, Chief Operating Officer of Force Protection commented, “We believe that there will be a continued high-level of operational tempo in Afghanistan throughout 2011, which will provide additional vehicle sales as well as continued operational support through modernization, spares and sustainment services.   However, we expect that we will be challenged to show a profit through the first six months of the year primarily due to the timing of orders and one-time costs associated with a recent workforce reduction.

 

“As we look to the remainder of the year, we continue to anticipate the generation of significant cash from operations and growth of our 2011 full year revenue and earnings over 2010 levels.  Contributing to this view is current backlog that includes deliveries under the LPPV program beginning in the second half of 2011, as well as future orders from both domestic and international customers.”

 

Authorization of $20 Million Open Market Share Repurchase Program

 

Separately, the Company announced today that its board of directors has authorized the Company to repurchase up to $20 million of its common stock.  The repurchase program calls for shares to be purchased in the open market or in private transactions.  The Company may suspend or discontinue the program at any time.

 

The Company may repurchase shares from time to time depending upon market conditions, the market price of the Company’s common stock, and management’s assessment of liquidity and cash flow needs.  The Company currently expects to finance any repurchases from cash-on-hand.

 

Mr. Moody concluded, “As we consider the strategic use of our cash, we are employing a balanced strategy that provides the necessary working capital to run the business and flexibility to pursue our critical internal and external growth initiatives.  In addition, we continue to evaluate opportunities to broaden the Company through strategic acquisitions and investments.

 

“Complementing reinvestment in the business, we view share repurchase as an appropriate use of capital.  With our strong cash balance at the end of 2010 and expectations for the generation of additional operating cash flow in 2011, we believe it is an appropriate time to  repurchase shares.  We also believe that the size of the repurchase program provides us with the necessary flexibility to continue to invest in our internal initiatives and external strategies to broaden our business.”

 

Conference Call Information

 

The Company will hold a conference call today at 4:30 p.m. Eastern Time to discuss its results.  The call will include comments from Michael Moody, Chairman and Chief Executive Officer; Charles Mathis, Chief Financial Officer; and, Randy Hutcherson, Chief Operating Officer.  A question and answer session will follow the management commentary portion of the call.

 

To listen to the call, dial 866.825.3308 (for international, dial 617.213.8062) five to ten minutes prior to the scheduled start time and provide passcode 18151996.  A live Webcast will also be available at that time on the Company’s website, www.forceprotection.net, under the “Investor Relations” section.  Please visit the website at least 15 minutes prior to the call to register for the webcast and download any necessary software.  A replay will be available two hours after the end of the call through midnight Wednesday, March 23, 2011.  To access the replay, dial 888.286.8010 (for international, dial 617.801.6888) and enter passcode 30715227, or visit the “Investor Relations” section of the Company’s website.

 

3



 

About Force Protection, Inc.

 

Force Protection, Inc. is a leading designer, developer and manufacturer of survivability solutions, including blast- and ballistic-protected wheeled vehicles currently deployed by the U.S. military and its allies to support armed forces and security personnel in conflict zones.  The Company’s specialty vehicles, including the Buffalo, Cougar, Ocelot and related variants, are designed specifically for reconnaissance and urban operations and to protect their occupants from landmines, hostile fire, and improvised explosive devices (commonly referred to as roadside bombs).  Complementing these efforts, the Company is designing, developing and marketing the JAMMA, a new vehicle platform that provides increased modularity, transportability, speed and mobility.  The Company also develops, manufactures, tests, delivers and supports products and services aimed at further enhancing the survivability of users against additional threats.  In addition, the Company provides long-term life cycle support services of its vehicles that involve development of technical data packages, supply of spares, field and depot maintenance activities, assignment of skilled field service representatives, and advanced driver and maintenance training programs.  For more information on Force Protection and its products and services, visit www.forceprotection.net.

 

Safe Harbor Statement

 

This press release contains forward looking statements that are not historical facts, including statements about our beliefs and expectations. These statements are based on beliefs and assumptions of Force Protection’s management, and on information currently available to management. These forward looking statements include, among other things: the growth, demand and interest for Force Protection’s services and products, including the Buffalo, Cougar, Ocelot and JAMMA vehicles; current backlog; anticipated awards and expected deliveries of Ocelot vehicles; the effect of the LPPV award for future growth; expectations for future programs, including Land 121, TAPV and GAARV and the timing of proposals and awards; modernization and spares and sustainment contracts and the effect of operations in Afghanistan; the ability to meet current and future requirements; the Company’s execution of its business strategy and strategic transformation, including its development initiatives and opportunities to broaden its platform; the effect of the Company’s undefinitized contracts; the Company’s expected financial and operating results, including its revenues, cash flow and margins, for future periods; and, the Company’s share repurchase program. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements.  Examples of these factors include, but are not limited to, the ability to effectively manage the risks in the Company’s business; the ability to win future awards and finalize contracts; the ability to develop new technologies and products and the acceptance of these technologies and products; and the other risk factors and cautionary statements listed in the Company’s periodic reports filed with the Securities and Exchange Commission, including the risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

(1)         Use of Non-GAAP Financial Measures

 

Certain disclosures in this press release include “non-GAAP financial measures.”  A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP).  The Company defines “adjusted gross margin”, “adjusted operating income,” “adjusted net income” and “adjusted net income per share” as gross margin, operating income, net income and net income per share as reported under GAAP less the impact of the charge for the approved settlement of federal shareholder class action and proposed settlements related to derivative actions in 2010 and the one-time write-down of the Company’s Cheetah inventory and other associated costs in 2009.  By excluding these charges, management is able to compare the Company’s ongoing operations to prior periods and to the ongoing operations of other companies in its industry.  Management believes that excluding the charges related to the legal settlements and Cheetah expenses is useful to investors because it is more representative of the ongoing business of the Company and reflects the financial indicators used by management to evaluate the Company’s financial results.

 

4



 

These amounts are not measures of financial performance under GAAP.  They should be considered supplemental to and not a substitute for financial performance in accordance with GAAP.  These non-GAAP measures should not be considered measures of the Company’s liquidity.  In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles.  The Company’s definition of “adjusted gross margin”, “adjusted operating income,” “adjusted net income” and “adjusted net income per share” may differ from similar measures used by other companies and may differ from period to period.  Subject to the review and approval of the Company’s audit committee, management may make other adjustments for expenses and gains that it does not consider reflective of core operating performance in a particular period and may modify “adjusted gross margin”, “adjusted operating income,” “adjusted net income” and “adjusted net income per share” by excluding these expenses and gains.  This information should not be construed as an alternative to the reported results, which have been determined in accordance with GAAP.  A reconciliation of “adjusted gross margin”, “adjusted operating income”, “adjusted net income” and “adjusted net income per share” with gross margin, operating income, net income and net income per share are included in the accompanying financial data.

 

(Tables follow)

 

5



 

 

Force Protection, Inc. and Subsidiaries

Consolidated Statements of Operations

 

 

 

For the three months ended

 

For the twelve months ended

 

 

 

December 31,

 

December 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

(In Thousands, Except Share and Per Share Data)

 

Net sales

 

$

207,722

 

$

289,037

 

$

655,973

 

$

977,051

 

Cost of sales

 

164,636

 

236,692

 

522,241

 

835,555

 

Gross profit

 

43,086

 

52,345

 

133,732

 

141,496

 

General and administrative expenses

 

21,218

 

17,833

 

86,950

 

78,052

 

Research and development expenses

 

5,920

 

6,364

 

23,365

 

20,100

 

Operating income

 

15,948

 

28,148

 

23,417

 

43,344

 

Other income, net

 

323

 

588

 

398

 

645

 

Interest expense, net

 

(77

)

(22

)

(293

)

(101

)

Income before income tax expense

 

16,194

 

28,714

 

23,522

 

43,888

 

Income tax expense

 

(5,030

)

(10,290

)

(8,309

)

(14,428

)

Net income

 

$

11,164

 

$

18,424

 

$

15,213

 

$

29,460

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.16

 

$

0.27

 

$

0.22

 

$

0.43

 

Diluted

 

$

0.16

 

$

0.27

 

$

0.22

 

$

0.43

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

68,942

 

68,532

 

68,828

 

68,450

 

Diluted

 

69,747

 

69,261

 

69,786

 

69,066

 

 

6



 

Force Protection, Inc. and Subsidiaries

Consolidated Balance Sheets

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

 

 

(In Thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

149,965

 

$

147,254

 

Accounts receivable, net

 

124,831

 

143,480

 

Inventories

 

90,110

 

74,075

 

Deferred income tax assets

 

12,336

 

16,235

 

Income taxes receivable

 

 

1,352

 

Other current assets

 

41,520

 

3,031

 

Total current assets

 

418,762

 

385,427

 

Property and equipment, net

 

60,422

 

58,918

 

Investment in unconsolidated joint ventures

 

2,815

 

2,541

 

Other assets

 

705

 

202

 

Total assets

 

$

482,704

 

$

447,088

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

94,593

 

$

86,588

 

Due to United States government

 

1,331

 

25,965

 

Advance payments on contracts

 

5,875

 

1,164

 

Other current liabilities

 

50,943

 

21,044

 

Total current liabilities

 

152,742

 

134,761

 

Deferred income tax liabilities

 

973

 

1,236

 

Other long-term liabilities

 

562

 

 

 

 

154,277

 

135,997

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock

 

71

 

70

 

Additional paid-in capital

 

262,451

 

260,112

 

Accumulated other comprehensive (loss) income

 

(88

)

129

 

Retained earnings

 

65,993

 

50,780

 

Total shareholders’ equity

 

328,427

 

311,091

 

Total liabilities and shareholders’ equity

 

$

482,704

 

$

447,088

 

 

7



 

Force Protection, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 

 

 

For the year ended December 31,

 

 

 

2010

 

2009

 

 

 

(In Thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

15,213

 

$

29,460

 

Adjustments to reconcile net income to net cash provided by operating activities —

 

 

 

 

 

Depreciation and amortization

 

16,197

 

13,969

 

Deferred income tax provision (benefit)

 

3,358

 

(2,639

)

Income tax effect realized from stock transactions

 

219

 

(206

)

Stock-based compensation

 

2,533

 

2,886

 

Provision for litigation settlement

 

7,833

 

 

Provision for asset impairment

 

 

748

 

Provision for inventory

 

5,864

 

20,700

 

Other

 

31

 

(4

)

(Increase) decrease in assets —

 

 

 

 

 

Accounts receivable

 

9,773

 

(44,277

)

Inventories

 

(20,773

)

(6,273

)

Income taxes receivable

 

1,352

 

(1,352

)

Other current assets

 

(2,381

)

(613

)

Increase (decrease) in liabilities —

 

 

 

 

 

Accounts payable

 

7,010

 

38,799

 

Due to United States government

 

(15,758

)

(2,133

)

Advance payments on contracts

 

4,711

 

(11

)

Other current liabilities

 

2,235

 

467

 

Total adjustments

 

22,204

 

20,061

 

Net cash provided by operating activities

 

37,417

 

49,521

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(16,168

)

(11,235

)

Purchases of marketable securities

 

 

(9,985

)

Proceeds from maturity of marketable securities

 

 

9,985

 

Other

 

(18,180

)

(2,149

)

Net cash used in investing activities

 

(34,348

)

(13,384

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common stock

 

49

 

80

 

Income tax effect realized from stock transactions

 

(219

)

206

 

Other

 

 

(139

)

Net cash (used in) provided by financing activities

 

(170

)

147

 

Effect of foreign currency rate changes on cash

 

(188

)

(31

)

Increase in cash and cash equivalents

 

2,711

 

36,253

 

Cash and cash equivalents at beginning of year

 

147,254

 

111,001

 

Cash and cash equivalents at end of year

 

$

149,965

 

$

147,254

 

 

8



 

GAAP to Non-GAAP Reconciliation of Gross Margin, Operating Income, Net Income and Net Income Per Share

 

The following financial information is presented below using other than U.S. generally accepted accounting principles (“non-GAAP”), and is reconciled to comparable information presented using GAAP.  See Footnote (1) for further discussion.

 

The adjustments relate to:

 

·                  For 2010, the estimated settlements of the federal shareholder class action and related derivative actions that began in early 2008.

 

·                  For 2009, the write-down of the Company’s Cheetah inventory and other associated costs.

 

Each of these adjustments were recorded in the fiscal third quarter of their respective periods.

 

Force Protection, Inc. and Subsidiaries Reconciliation

(In Thousands, Except Share and Per Share Data)

 

 

 

For the year ended December 31,

 

For the year ended December 31,

 

 

 

2010

 

2009

 

 

 

Reported
Basis
(GAAP)

 

Litigation
settlements

 

Comparable
Basis
(Adjusted)

 

Reported
Basis
(GAAP)

 

Cheetah-
Related
Expenses

 

Comparable
Basis
(Adjusted)

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

655,973

 

$

 

$

655,973

 

$

977,051

 

$

 

$

977,051

 

Cost of sales

 

522,241

 

 

522,241

 

835,555

 

19,264

 

816,291

 

Gross profit

 

133,732

 

 

133,732

 

141,496

 

(19,264

)

160,760

 

Gross margin

 

20.4

%

 

 

20.4

%

14.5

%

 

 

16.5

%

General and administrative expenses

 

86,950

 

8,500

 

78,450

 

78,052

 

 

78,052

 

Research and development expenses

 

23,365

 

 

23,365

 

20,100

 

 

20,100

 

Operating income (loss)

 

23,417

 

(8,500

)

31,917

 

43,344

 

(19,264

)

62,608

 

Other income, net

 

398

 

 

398

 

645

 

 

645

 

Interest expense, net

 

(293

)

 

(293

)

(101

)

 

(101

)

Income (loss) before income tax expense

 

23,522

 

(8,500

)

32,022

 

43,888

 

(19,264

)

63,152

 

Income tax expense

 

(8,309

)

3,029

 

(11,338

)

(14,428

)

6,357

 

(20,785

)

Net income (loss)

 

$

15,213

 

$

(5,471

)

$

20,684

 

$

29,460

 

$

(12,907

)

$

42,367

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

(0.08

)

$

0.30

 

$

0.43

 

$

(0.19

)

$

0.62

 

Diluted

 

$

0.22

 

$

(0.08

)

$

0.30

 

$

0.43

 

$

(0.19

)

$

0.61

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

68,828

 

68,828

 

68,828

 

68,450

 

68,450

 

68,450

 

Diluted

 

69,786

 

69,786

 

69,786

 

69,066

 

69,066

 

69,066

 

 

#####

 

9