Allen-Vanguard announces financial results for third quarter of fiscal 2009

    OTTAWA, Aug. 17 /CNW/ - Allen-Vanguard Corporation (the "Company" or
"Allen-Vanguard") (TSX: VRS) of Ottawa, Canada reported on Friday evening,
August 14, 2009, its financial results for the third quarter of fiscal 2009
("Q3 2009"), which ended June 30, 2009. All figures are in Canadian dollars,
except where noted.

    Summary of Q3 results

    Revenue was $51.3 million in Q3 2009, compared to revenue of $31.2
million in Q3 2008. EBITDA(1) was $2.2 million in Q3 2009, versus an EBITDA
loss of $9.6 million in Q3 2008. Net loss was $99.2 million, or a loss of
$0.91 per share, compared to a net loss of $36.6 million, or a loss of $0.34
per share in Q3 2008. The net loss in Q3 2009 included impairment of goodwill
and intangible assets of $130.3 million (as detailed below), while the net
loss in Q3 2008 included non-cash charges totaling $16.5 million pertaining to
acquisitions and associated financings.
    Allen-Vanguard continues to actively pursue investment by an unrelated
U.S. investor with whom the Company signed an exclusivity agreement in April.
The Company and its lenders are in active negotiations to amend the terms and
covenants of the Company's Credit Facility in conjunction with the proposed
investment. The status of these negotiations is more fully described in the
notes to the Company's financial statements.
    The Company noted that due to reduced revenues from the acquired assets
of Med-Eng Systems (now renamed AVTI), management tested for impairment of
goodwill and intangibles at June 30, 2009. This testing indicated that the
fair value of the AVTI reporting unit was lower than its carrying amount.
Management concluded that impairment of goodwill and of certain intangible
assets had occurred, and reduced the carrying value of goodwill by $11.3
million, and of certain intangible assets related to the Electronic Systems
business by $27.6 million and of certain intangible assets related to the
Personal Protective Systems business by $91.4 million.
    "Although revenue was up 64% this quarter over the same period last year,
it fell short of our expectations due mainly to continued delays in major U.S.
government programs and spending reductions or deferrals in certain
international markets," said David E. Luxton, President and CEO. "In the face
of this we developed plans to reduce our cost structure to a more conservative
revenue run rate and have now begun implementing these measures."
    "With the support of our lenders, business continues in the normal
course," continued Mr. Luxton. "We have been expanding and diversifying our
products and services and continue to serve major customers around the world
who rely on Allen-Vanguard's leading, proprietary solutions for
mission-critical operations."
    In the nine months ended June 30, 2009, revenue was $180.6 million,
EBITDA was $25.9 million and the net loss was $152.8 million, or a loss of
$1.40 per share. This compares to the nine months ended June 30, 2008, when
revenue was $262.8 million, EBITDA was $56.4 million and the net loss was
$64.0 million or a net loss of $0.60 per share.

    Cash flow and liquidity

    Cash used in operating activities was $8.2 million in the third quarter
of fiscal 2009. The Company increased bank indebtedness, net of proceeds, by
$5.1 million in the quarter. Net debt was $229.7 million at June 30, 2009.
    Given the decline in the Company's revenue, it has taken the following
steps to ensure sufficient operating cash flows:

    -  In December, 2008, the Company signed a new credit facility (the "New
       Credit Facility") to allow it to access up to an additional
       C$16.0 million and to defer and reduce the Company's principal payment
       obligation in 2008 and 2009 by a total of US$43.7 million. At June 30,
       2009, US$7.2 million was drawn under the New Credit Facility of
       C$16.0 million under that credit facility;
    -  Revised the Company's operating cost structure to one supported by
       reduced revenues.
    -  Actively pursued investment by an unrelated U.S. investor with whom
       the Company signed an exclusivity agreement on April 6, 2009, and
       which was subsequently extended as necessary to facilitate ongoing
       discussions. Due to the sensitive and exclusive nature of these
       ongoing discussions, the Company will not be hosting an investor and
       analyst conference call to discuss the third quarter financial

    The Company had an undrawn operating line under the New Credit Facility
and cash of approximately $12.2 million as at June 30, 2009. There can be no
assurance that current sources of liquidity together with cash expected to be
generated from operations, will be adequate to meet the Company's operating
requirements and scheduled principal debt payments during the next twelve
months. Restructured credit facilities and/or equity financing will be
necessary to meet anticipated liquidity requirements. As noted above, the
Company has entered into exclusive negotiations with an investor to pursue
such additional financing.

    Events subsequent to Q3 2009

    On July 2, 2009, the Company announced that it reached an agreement with
its New Credit Facility lenders that defers to September 30, 2009, the US$4.9
million quarterly principal payment due June 30, 2009.
    On July 13, 2009, as well as July 27, 2009, the Company reached
agreements with the New Facility Lenders that waived compliance with certain
financial covenants under the New Credit Facility for the months ending May
31, 2009, and June 30, 2009, respectively.

    Financial Highlights of Q3 2009


    -  Allen-Vanguard's revenue was $51.3 million in Q3 2009, compared to
       $31.2 million in Q3 2008.
    -  Revenue from Electronic Services ("ES") products represented 25% of
       revenue in Q3 2009, compared to 27% in Q3 2008.
    -  Revenue from Personal Protection Systems ("PPS") products accounted
       for 49% of Q3 2009 revenue, compared to 45% in Q3 2008. Sales in
       fiscal 2009 included ballistic protection products, demining, cooling
       systems and EOD search and tactical equipment as well as initial
       shipments of blast protection seats.
    -  Revenue from Systems & Services accounted for 26% of Q3 2009 revenue,
       compared to 22% in Q3 2008, with most of the increase relating to the
       award of a new services contract in Q2 2009.
    -  Customers based in the United States continue to generate a
       significant majority of Allen-Vanguard's revenue. Revenue generated in
       the United States comprised 80% of Q3 2009 revenue, compared to 52% of
       Q3 2008 revenue.

    Gross margin

    -  Overall gross margin was 30% in Q3 2009, compared to 26% in Q3 2008.
       ES gross margin was 16%, the same as Q3 2008. PPS gross margin was 45%
       in Q3 2009, up from 37% in Q2 2009, and up from 44% in Q3 2008.
       Services gross margin was 13% in Q3 2009, down from 34% in Q2 2009 and
       up from 5% in Q3 2008.


    -  Selling and administration expenses were $10.1 million in Q3 2009, a
       reduction from $13.8 million in Q3 2008. The reduction reflects
       savings realized as a result of restructuring initiatives announced in
       Q4 2008, as well as company-wide operational efficiencies.
    -  Research and development expenses, net of grants received and
       investment tax credits were $2.8 million in Q3 2009, compared to
       $4.0 million in Q3 2008. Research and development spending decreased
       as the evolution of ES technology upgrades are moving from the
       research and development phase to the production phase.

    Acquisition and financing-related charges, amortization and foreign

    -  Allen-Vanguard incurred acquisitions and financing-related charges and
       amortization of $6.7 million in Q3 2009, a decrease from $34.1 million
       recorded in Q3 2008.
    -  The Company recorded an unrealized foreign exchange gain of
       $18.9 million in Q3 2009 and unrealized foreign exchange loss of
       $18.0 million in YTD 2009. These were non-cash charges and were
       primarily due to changes in the Canadian dollar equivalent value of
       the US$ denominated term loan during the periods. The company carries
       its debt in US$ because of its strong US$ denominated revenue stream.

    Earnings measures

    -  EBITDA(1) was $2.2 million in Q3 2009, representing 4.4% of revenue.
       This compares to an EBITDA loss of $9.6 million or (30.8)% of revenue
       in Q3 2008, reflecting the increase in revenue and gross profit in the
       quarter offset by lower selling and administration costs when compared
       to Q3 2008.
    -  Net loss was $99.2 million or a loss of $0.91 per share in Q3 2009.
       The net loss included a charge of $130.3 million for impairment of
       goodwill and intangible assets. This compared to a net loss of
       $36.6 million or a loss of $0.34 per share in Q3 2008. At June 30,
       2009, Allen-Vanguard had common shares outstanding of approximately
       109.2 million (approximately 163.9 million fully diluted).

    Liquidity and cash flow

    -  Allen-Vanguard's cash and cash equivalents totaled $2.0 million at the
       end of Q3 2009, a decrease of $4.6 million from the beginning of the
    -  Operating cash flow, defined as net earnings before adjustment for
       changes in non-cash operating working capital items, was cash used of
       $7.5 million in Q3 2009, compared to operating cash flow used of
       $9.3 million in Q3 2008.
    -  Changes in non-cash working capital items used cash of $0.7 million in
       Q3 2009, and used cash of $16.4 million in Q3 2008.
    -  Purchases of capital and intangible assets totaled $1.5 million in Q3
       2009, consisting primarily of information technology equipment.

    (1) EBITDA means earnings before interest, income taxes, depreciation,
        amortization, stock-based compensation, foreign exchange, goodwill
        impairment, intangible asset impairment, restructuring and
        acquisition and financing-related charges and amortization

    Financial Statements and the Management Discussion and Analysis for the
third quarter ended June 30, 2009 were filed on on August 14,
    As noted above, the Company will not be hosting an investor and analyst
conference call to discuss the financial results due to the sensitive and
exclusive nature of the ongoing exclusive discussions regarding an investment
with an unrelated U.S. investor.

    Forward looking statements

    This press release may contain forward-looking statements, which reflect
Allen-Vanguard's current expectations regarding future events, its strategy,
expected performance and condition. Forward-looking statements include
statements that are predictive in nature, that depend upon or refer to future
events or conditions, or that include words such as "expects," "anticipates,"
"plans," "believes," "estimates" or negative versions thereof and similar
expressions. In addition, any statement that may be made concerning future
performance, strategies or prospects, and possible future investments,
acquisitions or dispositions, is also a forward-looking statement.
Forward-looking statements are based on current expectations and projections
about future events and are inherently subject to, among other things, risks,
uncertainties and assumptions about the Company and economic factors.
Forward-looking statements are not promises or guarantees of future
performance, and actual events and results could differ materially from those
expressed or implied in any forward-looking statements made about the Company.
Any number of important factors could contribute to these digressions,
including, but not limited to, general economic, political and market factors
in North America and internationally, interest and foreign exchange rates,
global equity and capital markets, business competition, technological change,
changes in government regulations, unexpected judicial or regulatory
proceedings, and catastrophic events. We stress that the above-mentioned list
of important factors is not exhaustive. We encourage you to consider these and
other factors carefully before making any investment decision and we urge you
to avoid placing undue reliance on forward-looking statements. Further, you
should be aware that the Company disclaims any obligation to publicly update
or revise any such forward-looking statements whether as a result of new
information, future events or otherwise, prior to the release of the next
Management Discussion and Analysis to be released by the Company or except as
required by law.

    About Allen-Vanguard

    Allen-Vanguard Corporation supports the mission of military and homeland
security forces around the world with leading proprietary solutions for
protection and counter-measures against hazardous devices of all kinds,
whether chemical, biological, radiological or explosive ("CBRNE"), including
improvised explosive devices (IEDs) and remotely controlled IEDs ("RCIED"s).
Allen-Vanguard equipment is in service in more than 120 countries. Products
include Electronic Counter-Measures ("ECM") equipment for jamming remote
detonation of terrorist devices, specialty security equipment for Explosive
Ordnance Disposal ("EOD"), remote intervention robots for hazardous
applications, and personal protective wear for use in dealing with explosive
and bio-chemical agents. Allen-Vanguard is the developer and/or sole,
worldwide licensee of proprietary technologies such as the Med-Eng bomb suit,
the Defender(TM) and Vanguard(TM) Mk2 bomb disposal robots, and the Universal
Containment System and CASCAD Foam system for blast mitigation and
decontamination of bio-chemical warfare agents. Professional services
encompass counter-IED intelligence, training and advisory services, including
the Triton(TM) Report on terrorist incidents around the world. The Company
operates globally through its wholly-owned subsidiaries under the names
"Allen-Vanguard", "Med-Eng" and "Hazard Management Solutions". Head office
operations are located in Ottawa, Ontario, Canada, with manufacturing
operations in Pembroke, Ontario; Ogdensburg, New York; and Tewkesbury, U.K..
The Company has professional services operations in Shrivenham, UK, Canada and
in the U.S. in Arlington, Virginia, plus sales offices in Canada, the U.S.,
the U.K. and Asia. Allen-Vanguard's shares are listed on The Toronto Stock
Exchange (TSX) under the symbol "VRS".
    To find out more about Allen-Vanguard Corporation (TSX: VRS), visit our
website at

    %SEDAR: 00018026E

For further information:

For further information: Allen-Vanguard Corporation, Robin Sundstrom,
(647) 822-8111,

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