UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 5, 2015

 

 

ARC Group Worldwide, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Utah

(State or other jurisdiction of incorporation)

 

001-33400
(Commission File Number)

 

87-0454148
(IRS Employer Identification No.)

 

 

 

810 Flightline Blvd.
Deland, FL

 

32724

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   303-467-5236

 

 

Former Name or Former Address, if Changed Since Last Report:

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 0240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition

 

On November 5, 2015, ARC Group Worldwide, Inc. (the “Company”) announced its financial results for the quarter ended September 27, 2015.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)                                 Exhibits

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

99.1                        Press Release entitled “ARC GROUP WORLDWIDE, INC. REPORTS FIRST QUARTER FISCAL YEAR 2016 RESULTS” issued by the Company on November 5, 2015.

 

ii



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

ARC Group Worldwide, Inc.

 

 

(Registrant)

 

 

 

 

 

 

Date:     November 5, 2015

By:

/s/ Drew M. Kelley

 

 

Name:  Drew M. Kelley

 

 

Title:   Chief Financial Officer and Principal Accounting Officer

 

iii



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release entitled “ARC GROUP WORLDWIDE, INC. REPORTS FIRST QUARTER FISCAL YEAR 2016 RESULTS” issued by the Company on November 5, 2015.

 

iv




Exhibit 99.1

 

FOR IMMEDIATE RELEASE

DATE: November 5, 2015

 

 

ARC GROUP WORLDWIDE, INC. REPORTS FIRST QUARTER FISCAL YEAR 2016 RESULTS

 

DELAND, FL., November 5, 2015/Marketwired/—ARC Group Worldwide, Inc. (“ARC” and the “Company”) (NASDAQ: ARCW), a leading global provider of advanced manufacturing and 3D printing solutions, today reported its first quarter fiscal year 2016 (September 27, 2015) results.

 

Fiscal First Quarter Results

 

Fiscal first quarter revenue was $24.5 million, a decrease of 14.7% compared to the prior year period.  The decrease was due to lower sales to European automotive customers and delayed U.S. product launches, as well as macro and customer attrition issues.  At the same time, 3DMT Group reported record metal 3D printing revenue during the first fiscal quarter.  EBITDA for the fiscal year first quarter was $2.6 million, a decrease of 27.1% compared to the prior year period.  EBITDA margin decreased to 10.8%, from 12.6% in the prior year period, primarily related to lower plant level utilization.  While near term headwinds remain, Management is optimistic about the medium to long term forecast for the Company.

 

ARC Announces New Senior Leadership Hire

 

ARC has hired Mr. Stuart Gold in a newly created position, as Executive Vice President of Global Sales & Marketing for the Company.  Mr. Gold brings a strong track record of success in sales and marketing, most recently at a private equity-backed educational technology company, as well as previous leadership roles in sales and marketing at companies such as Cendant, Cisco, and Microsoft.

 

Jason Young, Chairman and CEO, commented, “While we were disappointed in the performance of the business in the first fiscal quarter, we remain optimistic about the future of ARC.  Driving sales is an important focus for the Company, and we are excited to have Mr. Gold join ARC to lead that effort.”

 

GAAP to Non-GAAP Reconciliation

 

EBITDA and EBITDA margin are non-GAAP financial measures.  EBITDA margin is calculated by dividing EBITDA by sales.  We have provided this non-GAAP financial information to aid in better understanding the Company’s performance absent these charges.  Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States.  The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

 

The reconciliation to GAAP is as follows (in thousands):

 

For the three months ended:

 

September 27,
2015

 

September 28,
2014

 

Net (Loss) Income (GAAP)

 

$

(441

)

$

232

 

Plus: Interest Expense, Net

 

1,141

 

921

 

Plus: Income Tax (Benefit) Expense

 

(426

)

153

 

Plus: Depreciation and Amortization

 

2,362

 

2,311

 

EBITDA (Non-GAAP)

 

$

2,636

 

$

3,617

 

EBITDA Margin (Non-GAAP)

 

10.8

%

12.6

%

 

1



 

EBITDA excludes interest expense, net and income taxes as these items are associated with our capitalization and tax structures.  EBITDA also excludes depreciation and amortization expense as these non-cash expenses reflect the impact of prior capital expenditure decisions which may not be indicative of future capital expenditure requirements.

 

About ARC Group Worldwide, Inc.

 

ARC Group Worldwide, Inc. (NASDAQ: ARCW), is a leading global advanced manufacturing and 3D printing service provider.  The Company offers its customers a compelling portfolio of advanced manufacturing technologies and cutting-edge capabilities to improve the efficiency of traditional manufacturing processes and accelerate their time to market.  In addition to being a world leader in metal injection molding, ARC has significant expertise in plastic and metal 3D printing, precision stamping, traditional and clean room plastic injection molding, advanced rapid tooling, thixomolding, lean manufacturing, antennas, hermetic seals, robotics, and flanges and forges.

 

Forward Looking Statements

 

This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, which are based on ARC’s current expectations, estimates and projections about future events.  These include, but are not limited to, statements, if any, regarding business plans, pro-forma statements and financial projections, ARC’s ability to expand its services and realize growth.  These statements are not historical facts or guarantees of future performance, events or results.  Such statements involve potential risks and uncertainties, and the general effects of financial, economic, and regulatory conditions affecting our industries.  Accordingly, actual results may differ materially.  ARC does not have any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  For additional factors that may affect future results, please see filings made by ARC with the Securities and Exchange Commission (“SEC”), including its Form 10-K for the fiscal year ended June 30, as well as current reports on Form 8-K filed from time-to-time with the SEC and the disclosures of risks included in the Company’s Form S-1 declared effective by the SEC on April 1, 2015.

 

CONTACT: Drew M. Kelley

 

PHONE: (303) 467-5236

 

Email: InvestorRelations@ArcGroupWorldwide.com

 

2



 

ARC Group Worldwide, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except for share and per share amounts)

 

 

 

For the three months ended

 

 

 

September 27,
2015

 

September 28,
2014

 

Sales

 

$

24,489

 

$

28,698

 

Cost of sales

 

20,005

 

21,715

 

Gross profit

 

4,484

 

6,983

 

Selling, general and administrative

 

4,213

 

5,499

 

Merger expense

 

 

176

 

Income from operations

 

271

 

1,308

 

Other income (expense), net

 

3

 

(2

)

Interest expense, net

 

(1,141

)

(921

)

(Loss) income before income taxes

 

(867

)

385

 

Income tax benefit (expense)

 

426

 

(153

)

Net (loss) income

 

(441

)

232

 

Less: Net income attributable to non-controlling interest

 

(29

)

(56

)

Net (loss) income attributable to ARC Group Worldwide, Inc.

 

$

(470

)

$

176

 

 

 

 

 

 

 

Net (loss) income per common share:

 

 

 

 

 

Basic and diluted (loss) income per share

 

$

(0.03

)

$

0.01

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic and diluted

 

18,123,883

 

14,673,205

 

 

3



 

ARC Group Worldwide, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except for share and per share amounts)

 

 

 

September 27,
2015

 

June 30, 2015

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

4,146

 

$

4,821

 

Accounts receivable, net

 

14,406

 

15,385

 

Inventories, net

 

16,982

 

16,386

 

Deferred tax assets

 

637

 

672

 

Prepaid and other current assets

 

3,263

 

2,330

 

Total current assets

 

39,434

 

39,594

 

Property and equipment, net

 

42,925

 

43,813

 

Goodwill

 

14,801

 

14,801

 

Intangible assets, net

 

25,597

 

26,441

 

Other

 

1,346

 

1,374

 

Total assets

 

$

124,103

 

$

126,023

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

8,350

 

$

7,338

 

Accrued expenses

 

2,149

 

3,026

 

Deferred revenue

 

847

 

991

 

Bank borrowings, current portion of long-term debt

 

6,348

 

5,995

 

Capital lease obligations, current portion

 

882

 

857

 

Accrued escrow obligation

 

4,291

 

4,291

 

Total current liabilities

 

22,867

 

22,498

 

Long-term debt, net of current portion

 

50,207

 

51,971

 

Deferred taxes

 

2,217

 

2,029

 

Capital lease obligations, net of current portion

 

2,670

 

2,784

 

Total liabilities

 

77,961

 

79,282

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value, 2,000,000 authorized, no shares issued and outstanding

 

 

 

Common stock, $0.0005 par value, 250,000,000 shares authorized; 19,037,698 shares issued and 19,029,297 shares issued and outstanding at September 27, 2015, and 18,538,522 shares issued and 18,530,121 shares issued and outstanding at June 30, 2015

 

5

 

5

 

Treasury stock, at cost; 8,401 shares at September 27, 2015 and June 30, 2015

 

(94

)

(94

)

Additional paid-in capital

 

29,658

 

29,751

 

Retained earnings

 

15,461

 

15,931

 

Accumulated other comprehensive loss

 

(21

)

(58

)

ARC Group Worldwide, Inc. total stockholder equity

 

45,009

 

45,535

 

Non-controlling interest

 

1,133

 

1,206

 

Total stockholders’ equity

 

46,142

 

46,741

 

Total liabilities and stockholders’ equity

 

$

124,103

 

$

126,023

 

 

4



 

ARC Group Worldwide, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

For the three months ended

 

 

 

September 27,
2015

 

September 28,
2014

 

Cash flows from operating activities:

 

 

 

 

 

Net (loss) income

 

$

(441

)

$

232

 

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

 

 

 

 

 

Depreciation and amortization

 

2,362

 

2,311

 

Bad debt expense and other

 

5

 

29

 

Deferred income taxes

 

150

 

23

 

Changes in working capital:

 

 

 

 

 

Accounts receivable

 

974

 

(277

)

Inventory

 

(596

)

(1,068

)

Prepaid expenses and other assets

 

(815

)

(600

)

Accounts payable

 

962

 

(2,474

)

Other accrued expenses

 

(950

)

(558

)

Deferred revenue

 

(145

)

(164

)

Net cash provided by (used in) operating activities

 

1,506

 

(2,546

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of plant and equipment

 

(629

)

(2,457

)

Net cash used in investing activities

 

(629

)

(2,457

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from debt issuance

 

 

3,500

 

Repayments of long-term debt and capital lease obligations

 

(1,589

)

(569

)

Net cash (used in) provided by financing activities

 

(1,589

)

2,931

 

Effect of exchange rates on cash

 

37

 

 

Net decrease in cash

 

(675

)

(2,072

)

Cash, beginning of period

 

4,821

 

9,384

 

Cash, end of period

 

$

4,146

 

$

7,312

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid for interest

 

$

1,050

 

$

843

 

Cash paid for income taxes

 

$

123

 

$

25

 

 

5


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