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EX-99.2 - EVENT TRANSCRIPT - SECURE POINT TECHNOLOGIES INCimsc151118_ex99z2.htm
8-K - FORM 8-K  (M0592445.DOC;2) - SECURE POINT TECHNOLOGIES INCimsc151118_8k.htm

Exhibit 99.1


IMPLANT SCIENCES REPORTS FIRST QUARTER

FISCAL 2016 FINANCIAL RESULTS

· Record Revenues of $14.4 million

· Adjusted EBITDA Income of $2.1M or 14.9% of Revenues


Wilmington, MA – November 11, 2015 – Implant Sciences Corporation (OTCQB:IMSC), a leading manufacturer of explosives trace detection (“ETD”) and drugs trace detection solutions for homeland security applications, today announced financial results for the three months ended September 30, 2015.  


Revenues for the three months ended September 30, 2015 increased $12.5 million, or 670.1%, to $14.4 million, from $1.9 million for the comparable prior year period.  Our net loss for the three months ended September 30, 2015 was $0.9 million as compared with a net loss of $5.4 million for the comparable prior year period, a decrease of $4.5 million.  


Earnings before interest, taxes, depreciation and amortization, stock-based compensation, warrants issued to non-employees and common stock issued to consultants (“Adjusted EBITDA”), which is reconciled to net income in this press release, was income of $2,139,000 in the three months ended September 30, 2015, compared to a loss of $2,328,000 in the comparable prior year period.


Dr. William McGann, CEO of Implant Sciences, commented, “We are extremely pleased to announce that during the recently concluded quarter, we successfully completed the fulfillment of the ECAC orders, resulting in the achievement of record quarterly revenues of $14.4 million and adjusted EBITDA income of $2.1 million. The production ramp we experienced was unprecedented and the focus necessary to fulfill our customer demand necessitated new processes and procedures that we believe will continue to yield long-term benefits. In prior earnings releases and conference calls, we discussed our need to become self-sufficient and generate the cash flow required from internal operations. During the first quarter, we successfully self-funded the significant working capital required to deliver the record revenues being reported today.”


Details for the three months ended September 30, 2015 follow below.


Three months Ended September 30, 2015 vs. September 30, 2014

·

Revenues for the three months ended September 30, 2015 were $14,393,000 as compared with $1,869,000 for the comparable prior year period, an increase of $12,524,000, or 670.1%. The increase in revenue is due primarily to a 2,313.0% increase in the number of QS-B220 desktop units sold in the three months ended September 30, 2015, due to increased shipments to European airports in the current three month period, offset partially by a 31.3% decrease in the average unit sales prices, which resulted in a 1,556.6% increase in QS-B220 revenues.

The increased revenues achieved on our sales of the QS-B220 were partially offset by a 32.7% decrease in the number of QS-H150 handheld units sold in the three months ended September 30, 2015, compared to the prior period, due to decreased shipments to Asia and Africa, which is partially offset by a 3.5% increase in the average unit sales prices, which resulted in a 30.3% decrease in QS-H150 revenues.  

Sales of parts and supplies increased 841.9% in the three months ended September 30, 2015, due primarily to increased sales of consumables and other supplies that shipped with the QS-B220 desktop units to European airports in the current three month period.

·

Gross margin for the three months ended September 30, 2015 was $6,257,000 or 43.5% of revenues as compared with $618,000 or 33.1% of revenues for the comparable prior year period. The increase in gross margin as a percent of revenues is primarily due to increased






manufacturing overhead absorption, due to increased QS-B220 unit volume, lower material costs for the QS-B220 due to volume purchasing price reductions, and a 3.5% increase in the average unit sell price on sales of our QS-H150 units, partially offset by a decrease in the average unit sell price on sales of our QS-B220 units of 31.3%.

·

Research and development expense for the three months ended September 30, 2015 was $1,083,000 as compared with $1,284,000 for the comparable prior year period, a decrease of $201,000 or 15.7%. The decrease in research and development expense is due primarily to the relocation of the San Diego, CA advanced technology office, which resulted in a $113,000 decrease in payroll and benefit costs, a $39,000 decrease in stock-based compensation, a $48,000 decrease in materials and prototype expense, a $58,000 decrease in regulatory testing expenses, offset partially by a $36,000 increase in travel expenses incurred in support of the ECAC system deployments in the current period and a $12,000 increase in engineering consulting expense.

·

Selling, general and administrative expenses for the three months ended September 30, 2015 were $3,538,000 as compared with $2,675,000 for the comparable prior year period, an increase of $863,000, or 32.3%. The increase in selling, general and administrative expenses is due primarily to a $763,000 increase in payroll and benefit costs, due to the provision for  incentive compensation, a $560,000 increase in variable selling expenses, due to increased revenues, an $80,000 increase in legal fees, a $69,000 increase in travel expense incurred to support QS-B220 system installations in Europe, offset partially by a $294,000 decrease in stock-based compensation on employee stock options, a $188,000 decrease in stock-based compensation expense on non-employee warrants.


·

For the three months ended September 30, 2015, other expense was $2,547,000 as compared with other expense of $2,034,000, for the comparable prior year period, an increase of $513,000. The increase is due to increased interest expense on higher borrowings under our credit facility with DMRJ and, to a lesser extent, the 1% increase in the BAM interest rate which took effect on April 1, 2015.


·

Our net loss for the three months ended September 30, 2015 was $911,000 as compared with a net loss of $5,375,000 for the comparable prior year period, a decrease of $4,464,000, or 83.1%. The decrease in the net loss is primarily due to increased revenues and gross margin, partially offset by increased operating expenses and an increase in interest expense.



Company Webcast and Conference Call

 

The Company will host a webcast and conference call on Thursday, November 12, 2015 at 4:15 PM Eastern time to review financial results for the quarter ended September 30, 2015. Following the Company’s prepared remarks, there will be a Q&A session.  The call can be accessed by dialing: 877-415-3186 within the U.S. or 857-244-7329 outside the U.S. and entering passcode 54186024.  Participants are asked to call the assigned number approximately 5 minutes before the conference call begins.  A replay of the conference call will be available approximately two hours after the call for one month by dialing: 888-286-8010 within the U.S. or 617-801-6888 outside the U.S. and entering passcode 39267129.  The conference call will also be available live over the Internet at the “Webcasts” page of the Investor Relations section of Implant Sciences’ website at www.implantsciences.com.  A replay of the webcast will be available for one month after the call.


About Implant Sciences

Implant Sciences is a leader in developing and manufacturing advanced detection capabilities to counter and eliminate the ever-evolving threats from explosives and drugs. The Company's team of dedicated trace detection experts has developed proprietary technologies used in its commercial products,






thousands of which have been sold across more than 60 countries worldwide. The Company's ETDs have received approvals and certifications from several international regulatory agencies including the TSA in the U.S., ECAC in Europe, CAAC and the Ministry of Public Safety in China, Russia FSB, STAC in France, and the German Ministry of the Interior. It has also received the 2015 GSN Airport/Seaport/Border Security Award for "Best Security Checkpoint”.  All Implant Sciences products are recognized as Qualified Anti-Terrorism Technologies by the Department of Homeland Security. For further details on the Company and its products, please visit the Company's website at www.implantsciences.com.


Cautionary Note Regarding Forward-Looking Statements


This press release and any statements of employees, representatives and partners of Implant Sciences Corporation (the "Company") related thereto contain or may contain certain “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such statements may include, without limitation, statements with respect to the Company's plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential" or similar expressions.   Such statements are based on management’s current expectations and are subject to significant risks and uncertainties (many of which are beyond the Company’s control) that could cause the Company’s actual results to differ materially from the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risks that we will be required to repay all of our indebtedness to our secured lenders by March 31, 2016; if we are unable to satisfy our obligations to our secured lenders and to raise additional capital to fund operations, our lenders may seize our assets and our business may fail; we continue to incur substantial operating losses and may never be profitable; our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern; there is no guaranty that the Transportation Security Administration (TSA) or any other U.S. or foreign government and law enforcement agencies or commercial consumers will purchase any of our explosives detection products or that any new products we may develop will be accepted by the TSA or by such other governments, agencies or consumers; economic, our backlog does not necessarily represent actual future shipments since orders, including our delivery order with the TSA, may be delayed or cancelled by our customers without financial penalty.  The rate of customer order cancellations can vary quarter to quarter and year to year. Customers may also reject nonconforming products; political and other risks associated with international sales and operations could adversely affect our sales; liability claims related to our products or our handling of hazardous materials could damage our reputation and have a material adverse effect on our financial results; our business is subject to intense competition; our markets are subject to rapid technology change and our ability to generate revenue and profit will depend on our ability to develop and introduce new products; we may not be able to retain our management and key employees or identify, hire and retain additional personnel as needed; we may not be able to enforce our patent and other intellectual property rights or operate without infringing on the proprietary rights of others; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including our most recent Forms 10-K, 10-Q and 8-K.  In light of these risks and uncertainties, readers are cautioned that actual results may differ significantly from those described or anticipated in the forward-looking statements.  The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.

Contact:

Implant Sciences Corporation

Company Contact:

Robert Liscouski, President

978-752-1700 x 116   








Implant Sciences Corporation

Condensed Consolidated Balance Sheets

(In thousand except share amounts)

 

 

September 30,

 

 

 

June 30,

 

 

 

2015

 

 

 

2015

 

 

 

(Unaudited)

 

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

888

 

 

$

1,985

 

Restricted cash and investments

 

367

 

 

 

367

 

Accounts receivable-trade, net of allowances of $48 and $47,  respectively

 

2,670

 

 

 

872

 

Inventories, net

 

7,370

 

 

 

5,244

 

Prepaid expenses and other current assets

 

1,334

 

 

 

946

 

Total current assets

 

12,629

 

 

 

9,414

 

Property and equipment, net

 

889

 

 

 

880

 

Other non-current assets

 

98

 

 

 

98

 

Total assets

$

13,616

 

 

$

10,392

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Senior secured promissory note – BAM

$

20,000

 

 

$

20,000

 

Senior secured convertible promissory note – Montsant Partners

 

3,184

 

 

 

3,184

 

Senior secured promissory note – DMRJ

 

1,000

 

 

 

1,000

 

Second senior secured convertible promissory note – DMRJ

 

12,000

 

 

 

12,000

 

Third senior secured convertible promissory note – DMRJ

 

12,000

 

 

 

12,000

 

Line of credit - DMRJ

 

16,862

 

 

 

16,662

 

Current maturities of obligations under capital lease

 

36

 

 

 

45

 

Accrued expenses

 

20,895

 

 

 

17,080

 

Accounts payable

 

4,485

 

 

 

2,855

 

Deferred revenue

 

1,149

 

 

 

3,454

 

Total current liabilities

 

91,611

 

 

 

88,280

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term obligations under capital lease, net of current maturities

 

19

 

 

 

20

 

Accrued liabilities other – long-term

 

-

 

 

 

48

 

Deferred revenue, net of current

 

336

 

 

 

221

 

Total long-term liabilities

 

355

 

 

 

289

 

Total liabilities

 

91,966

 

 

 

88,569

 

Commitments and contingencies

 

 

 

 

   

 

 

Stockholders' deficit:

 

 

 

 

 

 

 

Common stock; $0.001 par value; 200,000,000 shares authorized; 78,349,165 and 78,338,620 issued and outstanding at September 30, 2015 and 75,113,665 and 75,103,120  shares issued and outstanding at June 30, 2015

 

78

 

 

 

75

 

Preferred stock; no stated value; 5,000,000 shares authorized

 

 

 

 

 

 

 

Series G Convertible Preferred Stock, no stated value; 650,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Series H Convertible Preferred Stock; no stated value; 15,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Series I Convertible Preferred Stock; no stated value; 15,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Series J Convertible Preferred Stock; no stated value; 6,000 shares authorized, no shares issued and outstanding

 

-

 

 

 

-

 

Additional paid-in capital

 

113,231

 

 

 

112,613

 

Accumulated deficit

 

(190,340

)

 

 

(189,429

)

Deferred compensation

 

(1,259

)

 

 

(1,366

)

Other comprehensive income

 

13

 

 

 

3

 

Treasury stock, 10,545 common shares, at cost

 

(73

)

 

 

(73

)

Total stockholders' deficit

 

(78,350

)

 

 

(78,177

)

Total liabilities and stockholders' deficit

$

13,616

 

 

$

10,392

 







Implant Sciences Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Three  Months Ended

 

 

September 30,

 

 

2015

 

 

2014

 

Revenues

$

14,393

 

 

$

1,869

 

Cost of revenues

 

8,136

 

 

 

1,251

 

Gross margin

 

6,257

 

 

 

618

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

1,083

 

 

 

1,284

 

Selling, general and administrative

 

3,538

 

 

 

2,675

 

Total operating expenses

 

4,621

 

 

 

3,959

 

Income (loss) from operations

 

1,636

 

 

 

(3,341

)

Other expense:

 

 

 

 

 

 

 

Interest expense

 

(2,547

)

 

 

(2,034

)

Net loss  

 

(911

)

 

 

(5,375

)

Comprehensive loss, net of tax:

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(10

)

 

 

(3

)

Comprehensive loss

$

(921

)

 

$

(5,378

)

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(0.01

)

 

$

(0.08

)

 

 

 

 

 

 

 

 

Weighted average shares used in computing net loss per common share, basic and diluted

 

76,206,953

 

 

 

64,747,624

 





Implant Sciences Corporation

Consolidated Sales by Product

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30, 2015

 

 

 

For the Three Months Ended September 30, 2014

 

 

 

 

 

 

 

 

 

Amount

 

Mix

 

 

 

Amount

 

Mix

 

 

 

 

Change %

 

 

Qs-B220

 

$

12,491

 

 

86.8

 

%

 

$

754

 

 

40.3

 

%

 

 

1,556.6

 

%

QS-H150

 

 

687

 

 

4.8

 

%

 

 

986

 

 

52.8

 

%

 

 

(30.3

)

%

Parts & supplies

 

 

1,215

 

 

8.4

 

%

 

 

129

 

 

6.9

 

%

 

 

841.9

 

%

Total

 

$

14,393

 

 

100.0

 

%

 

$

1,869

 

 

100.0

 

%

 

 

670.1

 

%







 

Implant Sciences Corporation

 

Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (“Adjusted EBITDA”)

 

(In thousands except share and per share amounts)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three  Months Ended

 

 

 

September 30,

 

 

 

2015

 

 

2014

 

Net loss

 

$

(911

)

 

$

(5,375

)

Interest expense, net

 

 

2,547

 

 

 

2,034

 

Income taxes

 

 

-

 

 

 

-

 

Depreciation

 

 

54

 

 

 

41

 

Stock-based compensation

 

 

342

 

 

 

692

 

Warrants issued to non-employees

 

 

24

 

 

 

212

 

Common stock issued to consultants

 

 

83

 

 

 

68

 

Adjusted EBITDA (1)

 

$

2,139

 

 

$

(2,328

)


(1) Adjusted EBITDA is defined as net loss plus interest expense, net of interest income, income taxes, depreciation and amortization, stock-based compensation, fair value of warrants issued to non-employees and the fair value of common stock issued to consultants.  EBITDA is commonly used in the technology industry, and we present Adjusted EBITDA to enhance your understanding of our financial performance.  We use Adjusted EBITDA as an internal performance measurement and believe that it provides investors and analysts with a measure of operating results unaffected by differences in capital structures and capital investment among otherwise comparable companies and improves comparability of results of operations. Management uses this supplemental measure to evaluate performance over a period of time and to analyze underlying trends in the Company's business and to establish operational goals and forecast that are used in allocating resources.  We expect to compute our non-GAAP financial measure, using the same consistent method from quarter to quarter and year to year.            


While we believe that Adjusted EBITDA is a useful measure for investors, it is not a measurement presented in accordance with accounting principles generally accepted in the United States, or GAAP.  You should not consider Adjusted EBITDA in isolation or as a substitute for net income, cash flows from operations, or any other performance measures calculated in accordance with GAAP.  In addition, Adjusted EBITDA has inherent material limitations as a performance measure.  It does not include interest expense, but because we have borrowed money, interest expense is a necessary element of our costs.  In addition, Adjusted EBITDA does not include depreciation.  Since we have capital assets, depreciation expense is a necessary element of our costs.  Adjusted EBITDA does not include stock-based compensation, which is a necessary element of our costs since we issue stock awards to employees as an important incentive to maximize overall company performance and as a benefit of employment with the company.  Adjusted EBITDA does not include the fair value of warrants issued to non-employees, which is a necessary element of our costs since we have issued warrants to non-employees and as part of our financing strategy. Finally, Adjusted EBITDA does not include the fair value of common stock issued to consultants, which is a necessary element of our costs since we have issued shares of our common stock in lieu of cash payments to consultants we have retained. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.