EX-99.1 2 dex991.htm PRESS RELEASE DATED MARCH 25, 2009 PRESS RELEASE DATED MARCH 25, 2009

Exhibit 99.1

LOGO

Tri-S Security Announces Results

For the Fourth Quarter and Year Ended December 31, 2008

Revenue for 2009 forecasted at $145-$150 million

ATLANTA – Wednesday, March 25, 2009 – Tri-S Security Corp. (NASDAQ: TRIS), a provider of security services for government and private entities, today announced its results of operations for the fourth quarter and year ended December 31, 2008. Tri-S provides security services through its two wholly-owned subsidiaries, Paragon Systems, Inc. (“Paragon”) and The Cornwall Group (“Cornwall”).

Fourth Quarter and Year Ended December 31, 2008

 

   

Revenues increased 52% for the quarter and 59% for the year, to $35.8 million and $141 million, respectively, from $23.5 million and $88.9 million, respectively, a year ago.

 

   

Gross profit increased for the quarter and for the year, to $2.2 million and $11.2 million, respectively, from $0.8 million and $5.5 million, respectively, a year ago, primarily due to the impact of the significant contracts awarded to Paragon.

 

   

The operating loss for the year 2008 was $9.3 million compared to $6.8 million for the year 2007. The operating loss for the year 2008 includes a goodwill impairment charge of $6.2 million. Without this goodwill impairment charge, the operating loss for the year 2008 would have been reduced to $3.1 million, an improvement of $3.7 million over the year 2007.

 

   

Net loss for the year was $14.1 million compared to a net loss of $4.3 million a year ago. Net loss per share for the year was $3.36 per share compared to $1.21 per share a year ago.

 

   

EBITDA, as adjusted, for the year was a positive $1.1 million compared to a negative $2.9 million a year ago, an improvement of $4.0 million (see “EBITDA, as adjusted” definition below).


Recent Highlights

 

   

As part of Tri-S’s strategic review of its results and operations, Tri-S decided to explore the sale of the Cornwall business in order to focus on the government business conducted by Paragon and to reduce the overall debt load. After reviewing a number of potential offers, Tri-S has entered into a non-binding Letter of Intent to sell the Cornwall business and anticipates closing such sale within forty-five days, subject to the execution of definitive transaction documents and the satisfaction of customary closing conditions.

 

   

Expect 2009 revenue to range from $140-$145 million for Paragon only, which is an increase year over year for Paragon of 35-40%.

 

   

Signed a non-binding term sheet, subject to certain closing conditions with Wells Fargo Business Credit, for a new $25 million asset-based lending facility which will reduce our fees and interest charges by approximately $2.0 million on a full-year basis.

 

   

Paragon awarded two new contracts to provide armed guard services in Los Angeles and San Diego, California. Both contracts are with the Department of Homeland Security and include security for the counties surrounding Los Angeles and San Diego. The Los Angeles contract and the San Diego contract are valued at approximately $94 and $47 million, respectively, for a combined total of $141 million in revenue over five years.

 

   

Paragon awarded a contract to provide armed and unarmed guard services in Southern Virginia, scheduled to start April 1, 2009. The contract is with the Department of Homeland Security and is valued at approximately $42.5 million in revenue over five years.


   

Total contract pipeline of approximately $531 million, including approximately $507 million of contracts under bid and approximately $24 million of contracts for which bids have been solicited and are in preparation.

 

   

Settlement reached with respect to the litigation regarding Tri-S’s initial public offering, subject to approval by the court.

 

   

Agreement in principle reached regarding the investigation by Miami Dade County.

“The objective we set last year for top line growth in 2008 has been achieved with a 59% increase in revenue and total contract awards of $360 million,” said Ronald Farrell, CEO, Tri-S Security Corp. “The focus remains on continuing this growth and improving our margins in the government business. We expect Paragon to grow between 35 % and 40 % in 2009.

I am pleased that we are exploring the sale of our Cornwall business in order to concentrate on the government business and to substantially reduce our debt load. So far in 2009, we have continued to maintain our operating costs flat and expect this trend to continue. Overall, we are focused on continuing to grow our government business and are excited about our opportunities during the coming year as evidenced by our current pipeline and the anticipated reduction to our debt costs.”

Financial Discussion for Fourth Quarter and Year Ended December 31, 2008

During the fourth quarter of 2008, revenue for Tri-S grew 52% to $35.8 million from $23.5 million in the fourth quarter of 2007. The revenue increase was the result of new contracts awarded to Paragon. For the year 2008, revenue grew $52.4 million, or 59%, to $141.3 million as a result of new contract awards to Paragon.

During the year 2008, Paragon was awarded five new contracts which were transitioned into operations during the latter part of the second quarter and the beginning of the third and fourth quarters.


The gross profit for the fourth quarter of 2008 increased $1.4 million to $2.2 million from the $0.8 million gross profit for the fourth quarter of 2007. Gross profit for the year 2008 increased to $11.2 million from $5.5 million for the year 2007, an increase of $5.7 million. Both of these increases were primarily due to the new contracts awarded to Paragon.

Selling, general and administrative costs were $3.7 million for the fourth quarter of 2008 compared to $3.0 million for the fourth quarter of 2007, an increase of 23% while revenue rose in the fourth quarter of 2008 by 53% compared to the fourth quarter of 2007. These costs increased to $13.6 million for the year 2008 compared to $11.4 million for the year 2007, an increase of 19%, while revenue increased for the same period by 59%. These costs represented 10.3% of revenue for the fourth quarter of 2008 down from 12.7% of revenue for the fourth quarter of 2007. For the year 2008, these same costs represented 9.6% of revenue down from 12.8% for the year 2007.

The operating loss for the fourth quarter of 2008 was $3.8 million compared to an operating loss for the fourth quarter of 2007 of $2.4 million, resulting primarily from the need to record additional goodwill impairment with respect to Cornwall of $2.2 million as a result of the impending sale under current market conditions. Without this goodwill impairment charge, the operating loss for the fourth quarter of 2008 would have been reduced to $1.6 million, an improvement of $0.8 million over the fourth quarter of 2007. The operating loss for the year 2008 was $9.3 million compared to $6.8 million for the year 2007. The operating loss for the year 2008 includes a goodwill impairment charge of $6.2 million. Without this goodwill impairment charge, the operating loss for the year 2008 would have been reduced to $3.1 million, an improvement of $3.7 million over the year 2007.

Net interest expense increased to $1.3 million for the fourth quarter of 2008 compared to $570,000 for the fourth quarter of 2007. For the year 2008, interest expense increased from $2.4 million for the year 2007 to $5.0 million for the year 2008, mainly due to increased borrowings on incremental revenue and over advance interest.

Income taxes increased by $2.6 million for the year 2008 due to management’s decision to record a valuation allowance of the same amount against deferred tax assets.


For the fourth quarter 2008, Tri-S’s net loss was $5.0 million, compared to $2.2 million for the fourth quarter 2007. Net loss per share for the fourth quarter 2008 was $1.20 compared to $0.60 for the fourth quarter 2007. For the year 2008, Tri-S’s net loss was $14.1 million, compared to $4.3 for the year 2007. Net loss per share for the year 2008 was $3.36 compared to $1.21 for the year 2007.

EBITDA, as adjusted, was a loss of approximately $0.8 million for the fourth quarter of 2008 compared to a loss of $1.4 million for the fourth quarter of quarter of 2007. For the year 2008, EBITDA, as adjusted, was a positive $1.1 million compared to a loss of $2.9 million for the year 2007, an improvement of $4.0 million.

In this release, we use the non-GAAP financial measure, EBITDA, as adjusted. EBITDA, as adjusted, is calculated as earnings before interest; taxes; depreciation and amortization; income from joint venture, net; non-cash stock-based compensation; and other income/expense. A reconciliation of EBITDA, as adjusted, to net loss for the quarters and years ended December 31, 2007 and 2008, is attached to this press release.

Tri-S will host a conference call at 10:00 a.m. EDT on Thursday, March 26, 2009. The conference call may be accessed by dialing 877-879-6201. Participants should ask for the Tri-S 2008 Financial Results conference call.

This call is being webcast by Thomson Financial and can be accessed at Tri-S Security’s website at http://trissecurity.com. The website may also be accessed at Thomson’s website at http://earnings.com. The webcast can be accessed through May 29, 2009 on either site. To access the webcast, you will need to have the Windows Media Player on your desktop. For the free download of the Media Player, please visit:

http://www.microsoft.com/windows/windowsmedia/en/download/default.asp. (Due to its length, this URL may need to be copied/pasted into your Internet browser’s address field. Remove the extra space if one exists.)

About Tri-S Security Corp.

Based in Atlanta, GA, Tri-S Security Corp. (NASDAQ: TRIS) is a provider of security services for government and private entities. Security services include uniformed guards, personnel protection, access control, crowd control and the prevention of sabotage, terrorist and criminal activities. As a leading aggregator of elite security companies, Tri-S Security is designed to build a strong enterprise in which to service a unique customer base that ensures America’s safety at home and work. Tri-S Security assumes responsibility for the marketing, infrastructure and overall operational performance for its subsidiaries. Tri-S Security’s management leverages highly trained government officers, experienced industry leaders, proven financial executives and infrastructure experts to consolidate the fragmented security industry into one efficient and effective security force.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Federal securities laws. Forward-looking statements are commonly identified by such terms and phrases as “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects” and other terms with similar meaning indicating potential impact on our business. Although we believe that the assumptions upon which such forward looking statements are based are reasonable, we can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from our projections and expectations are disclosed in our filings with the Securities and Exchange Commission, including the “Risk Factors” section set forth in our Annual Report on Form 10-K for the year ended December 31, 2007, and our Quarterly Reports on Form 10-Q filed subsequent thereto. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to their underlying assumptions. We do not undertake to publicly update the forward-looking statements contained herein to conform to actual results or changes in our expectations, whether as a result of new information, future events or otherwise. You may obtain and review our filings with the Securities and Exchange Commissions by visiting http://www.sec.gov.


Tri-S Security Corporation and Subsidiaries

Statements of Operations

Unaudited

(In thousands, except per share data)

 

     Three Months
Ended

Dec. 31, 2008
    Three Months
Ended

Dec. 31, 2007
    Twelve Months
Ended

Dec. 31, 2008
    Twelve Months
Ended

Dec. 31, 2007
 

Revenues

   $ 35,824     $ 23,507     $ 141,332     $ 88,943  

Cost of revenues:

        

Direct labor

     22,912       15,006       89,938       56,681  

Indirect labor and other contract support costs

     10,325       7,271       38,594       25,173  

Amortization of customer contracts

     405       404       1,619       1,617  
                                
     33,642       22,681       130,151       83,471  
                                

Gross profit

     2,182       826       11,181       5,472  
     6.1 %     3.5 %     7.9 %     6.2 %

Selling, general and administrative

     3,679       2,981       13,590       11,370  

Goodwill impairment loss

     2,213       —         6,253       —    

Amortization of intangible assets

     110       251       626       927  
                                
     6,002       3,232       20,469       12,297  
                                

Operating income (loss)

     (3,820 )     (2,406 )     (9,288 )     (6,825 )
                                

Other income (expense):

        

Interest expense, net

     (1,267 )     (570 )     (4,966 )     (2,454 )

Interest on series C redeemable preferred stock

     —         —         —         (211 )

Other income

     1       98       49       2,549  
                                
     (1,266 )     (472 )     (4,917 )     (116 )
                                

Loss before income taxes

     (5,086 )     (2,878 )     (14,205 )     (6,941 )

Income tax benefit

     (55 )     (691 )     (87 )     (2,638 )
                                

Net loss

   $ (5,031 )   $ (2,187 )   $ (14,118 )   $ (4,303 )
                                

Basic and diluted net income (loss) per common share

   $ (1.20 )   $ (0.60 )   $ (3.36 )   $ (1.21 )

Basic and diluted weighted average number of common shares

     4,203       3,661       4,203       3,561  


Tri-S Security Corporation and Subsidiaries

Balance Sheets

(In thousands, except per share data)

 

     Draft
Dec. 31, 2008
    Audited
December 31, 2007
 
Assets     

Current assets:

    

Cash and cash equivalents

   $ 1,246     $ 465  

Restricted cash

     75       348  

Trade accounts receivable, net

     16,610       13,993  

Prepaid expenses and other assets

     903       353  
                

Total current assets

     18,834       15,159  
                

Property and equipment, less accumulated depreciation

     611       476  

Goodwill

     9,825       16,078  

Intangibles

    

Customer contracts

     1,028       2,647  

Deferred loan costs

     797       515  

Other

     665       769  
                

Total assets

   $ 31,760     $ 35,644  
                
Liabilities and Stockholders’ Equity     

Current liabilities:

    

Trade accounts payable

   $ 1,885     $ 1,983  

Other accrued expenses

     1,949       903  

Accrued salary and benefits

     4,055       3,940  

Asset based lending facility

     19,641       11,625  

Accrued interest

     534       —    

Income taxes payable

     67       586  

10% convertible notes

     1,025       7,473  
                

Total current liabilities

     29,156       26,510  
                

Other liabilities:

    

14% convertible notes

     6,470       —    

Term loan

     2,500       2,500  

Accrued interest expense—long term

     277       353  

Series D preferred stock subject to mandatory redemption

     1,500       1,500  
                
     10,747       4,353  
                

Total liabilities

     39,903       30,863  
                

Stockholders’ equity:

    

Common stock, $0.001 par value, 25,000,000 shares authorized, 4,203,280 shares issued and outstanding at September 30, 2008 and December 31, 2007.

     4       4  

Treasury stock

     (105 )     (105 )

Additional paid-in capital

     17,562       16,368  

Retained deficit

     (25,604 )     (11,486 )
                

Total stockholders’ equity

     (8,143 )     4,781  
                

Total liabilities and stockholders’ equity

   $ 31,760     $ 35,644  
                


Tri-S Security Corporation and Subsidiaries

Statements of Cash Flows

Unaudited

(In thousands)

 

     Three Months
Ended

Dec. 31, 2008
    Three Months
Ended

Dec. 31, 2007
    Twelve Months
Ended

Dec. 31, 2008
    Twelve Months
Ended

Dec. 31, 2007
 

Cash flow from operating activities:

        

Net income (loss)

   $ (5,031 )   $ (2,187 )   $ (14,118 )   $ (4,303 )

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

        

Gain on Paragon settlement

     —         —           (1,888 )

Gain on Cornwall settlement

     —         —           (250 )

Bad debt expense

     292       188       777       488  

Depreciation and amortization

     667       763       2,725       2,920  

Goodwill impairment loss

     2,213         6,253       —    

Deferred income tax benefits

     —         (749 )       (1,974 )

Common shares, options and warrants in exchange for services and interest

     158       74       831       238  

Non-cash interest expense

     (155 )     264       22       837  

Changes in operating assets and liabilities:

        

Unbilled revenues and trade accounts receivable

     9,096       (1,889 )     (3,394 )     (1,168 )

Prepaid expenses and other assets

     450       238       (550 )     (52 )

Trade accounts payable

     685       227       (98 )     878  

Accrued liabilities

     (2,291 )     (702 )     1,619       319  

Income taxes payable

     (56 )     54       (519 )     (683 )
                                

Net cash provided (used) by operating activities

     6,028       (3,719 )     (6,452 )     (4,638 )
                                

Cash flow from investing activities:

        

Restricted cash

     —         —         273       —    

Purchase of property and equipment

     (39 )     (78 )     (615 )     (254 )
                                

Net cash provided (used) by investing activities

     (39 )     (78 )     (342 )     (254 )
                                

Cash flow from financing activities:

        

Payment on Paragon settlement

     —         —           (1,250 )

Proceeds from (payments on) asset based lending facility

     (5,412 )     4,172       8,016       4,119  

10% convertible notes tendered

     —           —      

14% convertible notes issued

     —           —      

Proceeds of (repayments on) of term loans

     —         —         —         2,500  

Deferred financing costs

     (296 )     (13 )     (441 )     (78 )
                                

Net cash provided (used) by financing activities

     (5,708 )     4,159       7,575       5,291  
                                

Net increase (decrease) in cash and cash equivalents

     281       362       781       399  

Cash and cash equivalents at beginning of period

     465       66       465       66  
                                

Cash and cash equivalents at end of period

   $ 746     $ 428     $ 1,246     $ 465  
                                

Supplemental disclosures of cash flow information:

        

Interest paid

   $ 1,178     $ 540     $ 4,377     $ 1,850  

Income taxes paid

   $ 0     $ —       $ 432     $ 15  

Tender of 10% convertible notes for 14% convertible notes

   $ —       $ —       $ 6,460    

Payment of deferred financing costs through issuance of warrants

         363    


Tri-S Security Corporation and Subsidiaries

EBITDA, as adjusted

 

     Three Months Ended
Dec. 31, 2008
    Three Months Ended
Dec. 31, 2007
    Twelve Months Ended
Dec. 31, 2008
    Twelve Months Ended
Dec. 31, 2007
 

Net Loss

   $ (5,031 )   $ (2,187 )   $ (14,118 )   $ (4,303 )

Adjustments:

        

Income tax benefit

     (55 )     (691 )     (87 )     (2,638 )

Interest expense, net

     1,267       570       4,966       2,454  

Interest on preferred stock subject to mandatory redemption

       0       —         211  

Gain on sale of assets

     0       0       0       (1,888 )

Other income

     (1 )     (98 )     (49 )     (661 )

Amortization of intangible assets

     110       251       626       928  

Goodwill impairment loss

     2,213       —         6,253       —    

Amortization of customer contracts

     405       405       1,619       1,617  

Depreciation

     152       107       480       375  

Non-cash stock based compensation

     158       72       831       236  

Start Up Costs

     0       198       549       757  
                                

EBITDA, as adjusted

   $ (782 )   $ (1,373 )   $ 1,070     $ (2,912 )
                                

Contact:

Tri-S Security Corporation

Nicolas Chater, Chief Financial Officer

nchater@trissecurity.com

1-678-808-1540