Allied Defense Group Inc Reports Operating Results (10-Q)

Author's Avatar
Nov 12, 2010
Allied Defense Group Inc (ADG, Financial) filed Quarterly Report for the period ended 2010-09-30.

Allied Defense Group Inc has a market cap of $19.05 million; its shares were traded at around $2.33 with and P/S ratio of 0.13.

Highlight of Business Operations:

Effective September 30, 2010 upon approval by the Companys stockholders of the Plan of Dissolution, we adopted the liquidation basis of accounting. Upon adoption, we recorded a charge of $17 to adjust our assets to their estimated net realizable cash values and our liabilities to their estimated settlement amounts. In addition, we accrued $4,000 in net remaining costs we expect to incur during liquidation. Our estimate of $4,000 in net remaining costs to be incurred during liquidation consists of $930 in compensation for remaining employees and directors; $855 for compliance and other office costs, including resident filing fees and costs to settle remaining leases; $580 for insurance; and $2,135 in fees for professional service providers including legal representation relating to the DOJ subpoena; offset by interest income of $500 estimated to be received on our cash and short-term investment balances during liquidation. Net assets in liquidation at September 30, 2010 after accounting for the above liquidation basis adjustments is $45,654, or $5.54 per share. Our estimates are based on the assumption that liquidation will occur no later than December 31, 2012.

Allied had a net loss from continuing operations of $4,347 and $8,807 for the three and nine months ended September 30, 2010 as compared to a net loss from continuing operations of $1,613 and $4,259 for the comparable periods in 2009. For three and nine months ended September 30, 2010, the Company had net income of $43,748 and $33,387 from discontinued operations as compared to a net loss of $1,651 and net income of $1,838 for the comparable periods in 2009. Net income was $39,401 and $24,580 for the three and nine months ended September 30, 2010 as compared to net loss of $3,264 and $2,421 for the comparable periods in 2009. Results for 2010 were favorably impacted by the gains recognized from the sale of both Mecar and Mecar USA, both of which occurred in the current period.

The Company had a net gain from discontinued operations of $43,748 for the three months ended September 30, 2010 as compared to a net loss from discontinued operations of $1,651 in the same comparable period of 2009. In the current period, the Company sold its Mecar and Mecar USA subsidiaries, as a result recognizing a gain on sale of $48,055. Discontinued operations of these two subsidiaries resulted in a loss of $4,307 for the three months ended September 30, 2010. In the prior period, the Company recognized a gain on the sale of its NSM subsidiary of $44. Prior year discontinued operations included a loss of $2,775 from its Mecar subsidiary and $114 from its NSM subsidiary. Mecar USA generated income from its discontinued operations in the three month period ended September 30, 2009 of $1,194. The Company completed its divestitures of NSM in August 2009 and Mecar and Mecar USA in September 2010.

The Company had a net gain from discontinued operations of $33,387 for the nine months ended September 30, 2010 as compared to net gain from discontinued operations of $1,838 in the same comparable period of 2009. In the current period, the Company sold its Mecar and Mecar USA subsidiaries, as a result, recognizing a gain on sale of $48,055. Offsetting this gain, was a $250 write-off against a note receivable received from the sale of NSM as it was unlikely that one of the Purchase Agreement conditions would be met. Discontinued operations of Mecar and Mecar USA resulted in a loss of $14,418 for the nine months ended September 30, 2010. In the prior period, the Company recognized a gain on the sale of its NSM subsidiary of $46. In addition, the Company partially recovered escrows from the sales of The VSK Group and GMS of $1,068 (800) and $1,175, respectively, and recorded additional income taxes of $94 in March 2009 for the sale of GMS and an adjustment of $339 for 2007 income tax expense related to the sale of a foreign subsidiary. Prior year discontinued operations included a loss of $1,553 from its Mecar subsidiary and $1,679 from its NSM subsidiary. Mecar USA generated income from its discontinued operations in the nine month period ended September 30, 2009 of $3,214. The Company completed its divestitures of NSM in August 2009 and Mecar and Mecar USA in September 2010.

Cash and cash equivalents, and short-term investment balances increased by $31,240 to $34,875 at September 30, 2010 as compared $3,635 at December 31, 2009. The September 2010 sale of Mecar and Mecar USA generated net proceeds of $54,446, of which $15,000 was deposited into escrow. After accounting for severance obligations for the Companys headquarter employees and repaying past due and current payables, $20,000 of the remaining funds was invested in short-term, high-quality, fixed-income securities.

Investing Activities. Net cash provided by investing activities continuing operations increased by $17,423 from $2,023 in the nine months ended September 30, 2009 to $19,446 in the current period. During the current period, both Mecar and Mecar USA were sold, generating net proceeds of $54,446. Of the total net proceeds amount, $15,000 was deposited into escrow to secure certain indemnification obligations under the sale agreement and $20,000 was invested in short-term investments for the purpose of preserving capital. The prior period generated cash of $2,023 from the early recoveries of escrows balances from the sales of The VSK Group and GMS.

Read the The complete Report