krisryden
14 years ago
Pacific Safety Products Inc. Announces Offer to Purchase the Company
8:02 AM ET, May 13, 2010
KANATA, ONTARIO, May 13, 2010 (MARKETWIRE via COMTEX) -- Pacific Safety Products Inc. ("PSP") (PSP) today announced that it has received an offer from Revision Eyewear Inc. ("Revision") to purchase all the issued and outstanding shares of PSP at a price of Cdn $0.18 per share in an all-cash transaction.
Revision is a private company with corporate headquarters in Montreal and operational headquarters in Essex Junction, Vermont, USA which develops and delivers purpose-built eye protection solutions for military and tactical clients worldwide.
The purchase price represents a premium of 50% over the weighted average trading price of PSP's common shares on the TSX-V for the 30 trading days prior to March 4, 2010, the date on which the Company announced that it was in discussions with a possible purchaser and a 13 % premium over the weighted average trading price of the Company's shares for the nine month period prior to that announcement. The purchase price represents an aggregate transaction value of approximately $4.6 million, and is subject to downward adjustment in the event that PSP's transaction costs exceed $225,000.
The transaction, which is structured as a plan of arrangement, was unanimously approved by PSP's Board of Directors on May 12, 2010, following receipt of the recommendation of a special committee of the Board and a fairness opinion from Grant Thornton LLP concluding that the consideration under the transaction is fair, from a financial point of view, to shareholders of PSP. The directors and senior officers of PSP (who collectively hold approximately 2 per cent of the outstanding common shares of PSP) have agreed to vote their shares in favour of the transaction.
The transaction is subject to court approval and to the approval of at least two-thirds of the votes cast by PSP shareholders present in person or by proxy approval of shareholders of PSP at a meeting called for June 17, 2010. The transaction, which is also subject to all requisite approvals, third party consents and other conditions precedent, is expected to close on or around June 23, 2010. Following completion of the transaction, the common shares of PSP will be delisted from the TSX-V and no longer traded publicly.
Pursuant to the arrangement agreement, PSP has agreed not to solicit competing transactions, but is not prohibited from responding to unsolicited enquiries or competing offers which the directors of PSP reasonably believe are likely to result in a superior proposal. In the event that PSP terminates the arrangement agreement to endorse a superior proposal, PSP is required to pay a break fee to Revision of $350,000 and to reimburse Revision's transaction costs to a maximum of $150,000.
Details regarding these and other terms of the transaction are set out in the arrangement agreement and in a proxy circular that PSP will mail to holders of common shares in connection with the special meeting of shareholders to be held to approve the transaction. It is expected that these materials will be mailed out at the beginning of June, 2010. The arrangement agreement and the proxy circular will be available at www.sedar.com.
krisryden
15 years ago
Pacific Safety Products Inc. Announces Fourth Quarter and Fiscal 2009 Results
6:01 AM ET, October 19, 2009
KANATA, ONTARIO, Oct 19, 2009 (MARKETWIRE via COMTEX) -- Pacific Safety Products Inc. (PSP) ("PSP" or "the Company") today announced its consolidated financial results for the three and twelve month period ended June 30, 2009.
FISCAL 2009 SIGNIFICANT EVENTS:
- Announced almost $35 million in new multi-year contract awards.
- Increased sales from U.S. operations by almost 50% as compared to the prior year.
- Generated more than $1.2 million of Normalized Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"); an almost threefold increase as compared to the prior year.
- Increased gross margins by almost 1% as compared to the prior year.
- Decreased selling, general and administrative expenses by $0.5 million or almost 7% as compared to the prior year.
- Established a $1.4 million USD operating line of credit to fund working capital of growing U.S. operations.
- Entered into a contract with the National Research Council Canada with a Contribution Agreement valued at up to $0.5 million to begin development of a next generation Integrated Helmet for soldier modernization.
- A significant and sustained decrease in the market capitalization of the Company led to an $8.5 million non-cash Goodwill impairment charge.
Mr. David Scott, Chief Executive Officer commented, "I am extremely pleased with our progress this year. In spite of the current economic environment and the completion of two significant multi-year military contracts during the year, we were able to achieve a modest sales increase. In addition, operational improvements precipitated an almost 1% improvement in gross margins in spite of increased costs related to the weakness of the Canadian dollar. Management also expects that the restructuring activities during the year will yield an almost $1.0 million reduction in operating costs on an annualized basis."
Mr. Scott also commented, "Notwithstanding the improved operational results, the Company recorded a non-cash Goodwill impairment charge of approximately $8.5 million during the fourth quarter. This action is primarily as a result of a sustained decrease in the market capitalization of the Company. In previous periods, with less favourable operating results, there was no impairment to Goodwill as our market capitalization met the implied value. Unfortunately the new normal for valuation of micro cap stock in the market is significantly less than in earlier times. The non-cash impairment charge does not reflect the current operating performance or potential of the Company. The Company is well within its operating lines of credit and bank covenants, operational improvements continue to yield positive results and cash flow continues to strengthen."
For complete consolidated financial statements with notes and management discussion and analysis please refer to PSP's annual report to shareholders. This report is posted on SEDAR (www.sedar.com) and on our web site.
Summary consolidated financial results for the three and twelve monthperiod ended June 30, 2009, are as follows:SUMMARY CONSOLIDATED BALANCE SHEETS$Thousands JUNE 30, JUNE 30,AS AT 2009 2008---------------------------------------------------------------------------ASSETSCURRENT ASSETS $ 8,799 $ 11,893PROPERTY AND EQUIPMENT 1,711 1,683OTHER ASSETS 1,912 1,138INTANGIBLE ASSETS 3,078 3,462GOODWILL - 8,454---------------------------------------------------------------------------TOTAL ASSETS $ 15,500 $ 26,630------------------------------------------------------------------------------------------------------------------------------------------------------LIABILITIESCURRENT LIABILITIES $ 6,628 $ 9,038OTHER LIABILITIES 59 -LONG-TERM DEBT 1,161 876---------------------------------------------------------------------------TOTAL LIABILITIES 7,848 9,914SHAREHOLDERS' EQUITY 7,652 16,716---------------------------------------------------------------------------TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,500 $ 26,630------------------------------------------------------------------------------------------------------------------------------------------------------SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS$Thousands THREE THREE TWELVE TWELVE MONTHS MONTHS MONTHS MONTHS ENDED ENDED ENDED ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 2009 2008 2009 2008---------------------------------------------------------------------------SALES $ 7,188 $ 10,210 $ 35,035 $ 34,798COST OF SALES 5,631 7,941 26,580 26,734---------------------------------------------------------------------------GROSS MARGIN 1,557 2,269 8,455 8,064 21.7% 22.2% 24.1% 23.2%SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,814 1,955 7,318 7,842---------------------------------------------------------------------------OPERATING INCOME / (LOSS) (257) 314 1,137 222AMORTIZATION 195 201 797 852FOREIGN EXCHANGE (GAIN) / LOSS 160 (8) 291 151INTEREST 41 86 207 273---------------------------------------------------------------------------INCOME / (LOSS) BEFORE OTHER ITEMS (653) 35 (158) (1,054)RESTRUCTURING / RELOCATION COSTS 265 160 418 1,140GAIN ON SALE OF BUILDING - (718) - (1,432)GOODWILL IMPAIRMENT CHARGE 8,454 - 8,454 ----------------------------------------------------------------------------INCOME / (LOSS) BEFORE INCOME TAX (9,372) 593 (9,030) (762)INCOME TAX EXPENSE / (RECOVERY) 306 (132) 181 (541)---------------------------------------------------------------------------NET AND COMPREHENSIVE INCOME / (LOSS) ($9,678) $ 725 ($9,211) ($221)------------------------------------------------------------------------------------------------------------------------------------------------------SUPPLEMENTARY DISCLOSURE$ThousandsThe following is a reconciliation of Net and Comprehensive Income (Loss) toNormalized Earnings Before Interest, Taxes, Depreciation and Amortization(EBITDA) THREE THREE TWELVE TWELVE MONTHS MONTHS MONTHS MONTHS ENDED ENDED ENDED ENDED JUNE 30, JUNE 30, JUNE 30, JUNE 30, 2009 2008 2009 2008---------------------------------------------------------------------------NET INCOME / (LOSS) ($9,678) $ 725 ($9,211) ($221)INTEREST EXPENSE 41 86 207 273INCOME TAX EXPENSE / (RECOVERY) 306 (132) 181 (541)STOCK BASED COMPENSATION 66 26 168 159AMORTIZATION 251 247 1,019 1,050ONE-TIME GAIN ON SALE OF BUILDING - (718) - (1,432)ONE-TIME RESTRUCTURING COSTS 265 160 418 1,140GOODWILL IMPAIRMENT CHARGE 8,454 - 8,454 ----------------------------------------------------------------------------Normalized EBITDA ($295) $ 394 $ 1,236 $ 428------------------------------------------------------------------------------------------------------------------------------------------------------
krisryden
15 years ago
Pacific Safety Products Inc. Announces FY2009 Third Quarter Results
6:00 AM ET, May 26, 2009
KANATA, ONTARIO, May 26, 2009 (Marketwire via COMTEX) -- Pacific Safety Products Inc. (PSP) ("PSP" or "the Company") today announced its consolidated financial results for the three-month period ended March 31, 2009.
QUARTER HIGHLIGHTS:
- The Company increased net income during the quarter by almost 40% as compared to the same period of the prior year.
- U.S. sales during the quarter more than doubled as compared the same period of the prior year.
- The Company generated almost $1.0 million of Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") during the quarter, an increase of 11% as compared to the same period of the prior year.
- Operational improvements have increased gross margins by more than 1% on a year to date basis as compared to the same period of the prior year.
- Selling, general and administrative expenses decreased by more than 25% during the quarter as compared to the same period of the prior year.
- The Company entered into a contract with the National Research Council Canada with a Contribution Agreement valued at up to $0.5 million to begin development of a next generation Integrated Helmet for soldier modernization.
Mr. David Scott, Chief Executive Officer commented, "I am extremely pleased with our progress to date. With three quarters of the year complete, sales are up more than 13% and gross margins are up more than 1% over last year. In addition operating expenses decreased by more than 25% during the quarter as compared to the comparable period last year. These results are a function of the operational improvements made over the last 12 months, specifically, the establishment of our manufacturing facility in Arnprior, the re-location of our head office to the Ottawa area, and the integration of the APS acquisition. The Company also generated net income of more than $0.4 million during the quarter, an increase of almost 40% as compared to the comparable period of the prior year. The Company continues to be well within its operating line and bank covenants. Cash flow continues to strengthen as the Company generated almost $1.0 million of EBITDA during the quarter. In addition to our positive financial results, we are excited about the market opportunity related to integrated soldier systems and to that end have secured up to $500,000 in financing through the National Research Council Canada with a Contribution Agreement to begin development of a next generation Integrated Helmet for soldier modernization."
For complete consolidated financial statements with notes and management discussion and analysis please refer to PSP's annual report to shareholders. This report is posted on SEDAR (www.sedar.com) and on our web site.
Summary consolidated financial results for the quarter ended March 31, 2009, are as follows:
SUMMARY CONSOLIDATED BALANCE SHEETS (unaudited)$ThousandsAS AT MARCH 31, 2009 JUNE 30, 2008--------------------------------------------------------------------ASSETSCURRENT ASSETS $12,199 $11,893PROPERTY, PLANT AND EQUIPMENT 1,763 1,683OTHER ASSETS 1,721 1,137INTANGIBLE ASSETS 3,174 3,462GOODWILL 8,454 8,454--------------------------------------------------------------------TOTAL ASSETS $27,311 $26,629----------------------------------------------------------------------------------------------------------------------------------------LIABILITIESCURRENT LIABILITIES $ 8,797 $ 9,038LONG-TERM DEBT 1,213 875--------------------------------------------------------------------TOTAL LIABILITIES 10,010 9,913SHAREHOLDERS' EQUITY 17,301 16,716--------------------------------------------------------------------TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $27,311 $26,629----------------------------------------------------------------------------------------------------------------------------------------SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)$Thousands THREE THREE NINE NINE MONTHS MONTHS MONTHS MONTHS ENDED ENDED ENDED ENDED MARCH 31, MARCH 31, MARCH 31, MARCH 31, 2009 2008 2009 2008---------------------------------------------------------------------------SALES $10,549 $10,639 $27,848 $24,587COST OF SALES 7,934 7,679 20,950 18,792---------------------------------------------------------------------------GROSS MARGIN 2,615 2,960 6,898 5,795 24.8% 27.8% 24.8% 23.6%SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,725 2,260 5,505 5,884---------------------------------------------------------------------------OPERATING INCOME/(LOSS) 890 700 1,393 (89)AMORTIZATION 224 195 602 652FOREIGN EXCHANGE (GAIN)/LOSS (19) 128 131 160INTEREST 51 109 166 187---------------------------------------------------------------------------INCOME/(LOSS) BEFORE OTHER ITEMS 634 268 494 (1,088)RESTRUCTURING/RELOCATION COSTS - - 152 980GAIN ON SALE OF BUILDING - (239) - (714)---------------------------------------------------------------------------LOSS BEFORE INCOME TAX RECOVERY 634 507 342 (1,354)INCOME TAX EXPENSE/(RECOVERY) 217 207 (125) (408)---------------------------------------------------------------------------NET INCOME/(LOSS) $ 417 $ 300 $ 467 $ (946)------------------------------------------------------------------------------------------------------------------------------------------------------SUPPLEMENTARY DISCLOSURE (unaudited)$ThousandsThe following is a reconciliation of net income to Earnings Before Interest,Taxes, Depreciation and Amortization (EBITDA) THREE THREE NINE NINE MONTHS MONTHS MONTHS MONTHS ENDED ENDED ENDED ENDED MARCH 31, MARCH 31, MARCH 31, MARCH 31, 2009 2008 2009 2008---------------------------------------------------------------------------NET INCOME/(LOSS) $ 417 $ 300 $ 467 $ (946)INTEREST 51 109 166 187INCOME TAX EXPENSE/(RECOVERY) 217 207 (125) (408)STOCK BASED COMPENSATION 10 20 102 133AMORTIZATION 287 247 769 806---------------------------------------------------------------------------EBITDA $ 982 $ 883 $1,379 $ (228)------------------------------------------------------------------------------------------------------------------------------------------------------
About PSP
The mission statement of Pacific Safety Products Inc. is ...we bring everyday heroes home safely(TM). PSP is an established industry leader in the production, distribution and sale of high-performance and high-quality safety products for the defence and security market. These products include body armour to protect against ballistic, stab and fragmentation threats, ballistic blankets to reduce blast effects, and protective products against chemical and biological hazards. PSP is the largest armour manufacturer in Canada, directly supplying the Canadian Department of Defence, Federal Government Agencies and major Canadian law enforcement organizations. The Company also provides specialized law enforcement and safety products through APS Distributors, a division of PSP that services law enforcement and public safety agencies across the country. The Company, through its U.S. subsidiary Sentry Armor Systems Inc., provides body armour products to U.S. based law enforcement and private security firms. The Company also produces tactical clothing and emergency medical kits. Pacific Safety Products is a reporting issuer in British Columbia, Alberta and Ontario, Canada and publicly trades under the symbol PSP on the TSX Venture Exchange. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
krisryden
15 years ago
PSP.V Pacific Safety Products Inc. Announces Improved 2009 Second Quarter Results
Tuesday February 24, 9:28 am ET
KANATA, ONTARIO--(Marketwire - Feb. 24, 2009) - Pacific Safety Products Inc. (TSX VENTURE:PSP - News; "PSP" or "the Company") today announced consolidated financial results for the three-month period ended December 31, 2008.
Mr. David Scott, Chief Executive Officer commented, "PSP had a very strong quarter. Sales during the quarter were up 32% as compared to the prior year. Gross Margins have significantly improved over last year as a result of consolidating manufacturing into one Canadian location, investing in production equipment and improvements in our quality management processes. I would also note that Sentry Armor Systems, our U.S. operations has doubled sales over last year. This reinforces the Company's decision to enter this large market, and our ability to compete and win market share against existing competitors. The decline in our operating expenses is a reflection of the integration and restructuring activities that occurred during the quarter, and management expects these actions will contribute to improved operating results in the future. The Company continues to be well within its operating line and bank covenants and has commenced repayment of its $1.5 million long-term debt. Cash flow continues to strengthen as the Company has generated almost $0.5 million of EBITDA after 6 months of operations. Overall we have had solid operational performance. The volatility of Canadian/U.S. exchange rates in this quarter had an impact on results. In the month of October alone the Canadian dollar weakened by as much as 20%. The company has taken action to buffer future volatility through improved risk management activities."
QUARTER HIGHLIGHTS:
- Sales increased by 32% or $2.3 million to $9.6 million as compared to the same period of the prior year.
- Gross margin improved by almost 7 percentage points to 25% as compared to the same period of the prior year.
- The Company announced a multi-year contract, with a potential value of up to $14 million with the Canada Border Services Agency.
- U.S. sales during the quarter more than doubled as compared the same period of the prior year.
- The Company's next generation military helmet liner was tested and recommended by the members of the US National Tactical Officers Association as disclosed in the Company's media release of November 24, 2008.
- Operating expenses decreased 6% during the quarter as compared to the same period of the prior year.
For complete consolidated financial statements with notes and management discussion and analysis please refer to PSP's annual report to shareholders. This report is posted on SEDAR (www.sedar.com) and on our web site. Summary consolidated financial results for the quarter ended December 31, 2008 and December 31, 2007, are as follows:
SUMMARY CONSOLIDATED BALANCE SHEETS (unaudited)
$Thousand
AS AT DECEMBER 31, 2008 JUNE 30, 2008
--------------------------------------------------------------------------
ASSETS
CURRENT ASSETS $12,009 $11,236
PROPERTY, PLANT AND EQUIPMENT 1,844 1,683
OTHER ASSETS 1,754 1,137
INTANGIBLE ASSETS 3,272 3,462
GOODWILL 8,454 8,454
--------------------------------------------------------------------------
TOTAL ASSETS $27,333 $25,972
--------------------------------------------------------------------------
--------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES $ 9,192 $ 8,381
LONG-TERM DEBT 1,268 875
--------------------------------------------------------------------------
TOTAL LIABILITIES 10,460 9,256
SHAREHOLDERS' EQUITY 16,873 16,716
--------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $27,333 $25,972
--------------------------------------------------------------------------
--------------------------------------------------------------------------
SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
$Thousands
THREE THREE SIX SIX
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
DECEMBER DECEMBER DECEMBER DECEMBER
31, 2008 31, 2007 31, 2008 31, 2007
--------------------------------------------------------------------------
SALES 9,593 7,283 17,299 13,948
COST OF SALES 7,183 5,955 13,016 11,114
--------------------------------------------------------------------------
GROSS MARGIN 2,410 1,328 4,283 2,834
25.1% 18.2% 24.8% 20.3%
OPERATING EXPENSES 1,989 2,124 3,781 3,623
--------------------------------------------------------------------------
OPERATING INCOME/(LOSS) 421 (796) 502 (789)
AMORTIZATION 196 273 377 457
FOREIGN EXCHANGE 134 17 150 31
INTEREST 45 53 115 78
--------------------------------------------------------------------------
INCOME /(LOSS) BEFORE
OTHER COSTS 46 (1,139) (140) (1,355)
RESTRUCTURING /
RELOCATION COSTS 152 744 152 505
--------------------------------------------------------------------------
LOSS BEFORE INCOME
TAX RECOVERY (106) (1,883) (292) (1,860)
INCOME TAX RECOVERY (148) (519) (342) (615)
--------------------------------------------------------------------------
NET INCOME / (LOSS) 42 (1,364) 50 (1,245)
--------------------------------------------------------------------------
--------------------------------------------------------------------------
SUPPLEMENTARY DISCLOSURE (unaudited)
$Thousands
The following is a reconciliation of net income to Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA)
THREE THREE SIX SIX
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
DECEMBER DECEMBER DECEMBER DECEMBER
31, 2008 31, 2007 31, 2008 31, 2007
--------------------------------------------------------------------------
NET INCOME /(LOSS) 42 (1,364) 50 (1,245)
INTEREST 45 53 115 78
INCOME TAX RECOVERY (148) (519) (342) (615)
STOCK BASED
COMPENSATION 47 40 139 80
AMORTIZATION 251 326 482 551
--------------------------------------------------------------------------
EBITDA 237 (1,464) 444 (1,151
gilead23
17 years ago
Big contract news today
Pacific Safety Products Inc. Announces Advance Notice on Canadian Government Contract Extension and U.S. Subsidiary Milestones
Friday January 26, 9:00 am ET
KELOWNA, BRITISH COLUMBIA--(CCNMatthews - Jan. 26, 2007) - Pacific Safety Products Inc. (TSX VENTURE:PSP - News; "PSP" or "the Company") announced today several new business developments, including the advance notice of the exercise of a contract option for the Canadian Department of Public Works and Government Services (PWGSC), and market milestones attained by the Company's U.S. Subsidiary, Sentry Armor Systems.
Exercise of PWGSC Options. The Company has received advance notice from the Canadian Department of Public Works and Government Services (PWGSC) that in accordance with its current contract with PSP, certain options will be exercised within the next 30 days for the production of up to 10,000 Horizon One Chemical Warfare Protective Coveralls. The anticipated value of this option is estimated to be in the order of C$5M.
David Scott, PSP CEO, said the Company is pleased by the production extension. "This advance notice indicates we have a satisfied customer in the PWGSC. When confirmed, this order will form part of our platform activities for fiscal year 2008, and allow PSP to plan for the continued expansion of our production base."
PWGSC awarded PSP the initial Contract in August, 2004. The Coveralls are designed to protect members of the Canadian Forces from toxicological agent threats that might be encountered while on duty.
U.S. Market Activity. In addition, Sentry Armor Systems ("Sentry Armor"), PSP's U.S. subsidiary, has announced several milestones in U.S. market development. Sentry Armor is now an Approved Vendor by the State of Pennsylvania and the State of Mississippi on their respective armor supply contracts. The company has also recently won orders from the city of Knoxville, Tennessee and the U.S. Navy for armor protection products.
Added Mr. Scott, "We are happy to announce that Sentry Armor's production facility in Dover, Tennessee is increasing capacity, and now employs fifty individuals." This facility has also recently achieved its ISO 9001-2000 system certification, attaining external accreditation for the quality standards built into production processes.
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