Freshpet Inc News - FRPT

Force Protection Announces Financial Results for 2011 Third Quarter PR Newswire "Press Releases US - English"

Monday, November 07 2011 7:15 AM, EST

SUMMERVILLE, S.C. , Nov. 7, 2011 /PRNewswire/ -- FORCE PROTECTION, INC. (NASDAQ: FRPT) today reported financial results for the three months ended September 30, 2011 , including net sales of $143.6 million and net income of $0.07 per diluted share. The Company ended the 2011 third quarter with funded backlog of $652 million and cash of $122 million . The Company is also continuing to make progress in its business development efforts, with near-term customer decisions expected on a number of substantial programs.

Michael Moody , Chairman and Chief Executive Officer of Force Protection,Inc., said, "We were pleased to return to profitability during our third quarter after a challenging first half of 2011, which was impacted by the timing of awards and deliveries. Contributing to our 2011 third quarter results was the delivery of 56 vehicles and continued modernization and spares and sustainment revenue. We also achieved a 22 percent gross margin, which was higher than our long-term target of 20 percent."

Mr. Moody continued, "We continue to expect the second half of 2011 will be much stronger than the first six months of the year, including a fourth quarter that should be the most substantial of the year. We also look forward to near-term customer decisions on a number of substantial programs that could benefit our financial results beginning in 2012. This includes a potential second tranche of vehicle orders under the United Kingdom 's LPPV program, a contract for service and sustainment of the U.S. Army 's fleet of route clearance and MRAP vehicles, Canada 's requirement for vehicles and long-term service as part of its TAPV program, and Australia 's Land 121 Phase 4 and REDFIN vehicle programs. Success in one or more of these business development pursuits will provide increased visibility to long-term revenue for the Company, as well as move us further away from urgent operational funding."

Third Quarter

In the third quarter of 2011, the Company reported net sales of $143.6 million versus $176.3 million in the third quarter of 2010. Contributing to the decrease were lower vehicle, modernization, and spares and sustainment revenues primarily attributable to the timing of awards and related delivery of products and services.

Gross margin for the 2011 third quarter was 22.3 percent, as compared to 19.0 percent in the third quarter of 2010. Contributing to the increase in gross margin for 2011 were higher profits on service and modernization revenues resulting from cost reductions and improved pricing, as well as decreased expenses from overhead efficiencies.

The Company reported operating income of $6.8 million in the third quarter of 2011, as compared to an operating loss of $1.6 million in the prior year period. Significantly contributing to the year-over-year increase in operating income was a 2010 third quarter $8.5 million charge associated with the net impact of the approved settlement of the federal shareholder class action and proposed settlements related to the derivative actions that began in early 2008. Adjusted operating income(1) for the third quarter of 2010 was $6.9 million , which excludes the litigation settlements. A reconciliation of 2010 third quarter adjusted operating income to operating loss is included at the end of this press release(1).

Net income for the third quarter of 2011 was $4.5 million , or $0.07 per diluted share, as compared to a net loss of $1.9 million , or $0.03 per diluted share, for the 2010 third quarter. Adjusted net income(1) for the 2010 third quarter was $3.6 million , or $0.05 per diluted share, which excludes $5.5 million (after tax), or $0.08 per share, for the aforementioned litigation settlements. A reconciliation of 2010 third quarter adjusted net income and adjusted net income per share to net loss and net loss per share is included at the end of this press release(1).

Year to Date

For the nine months ended September 30, 2011 , the Company reported net sales of $377.2 million versus $448.3 million for the nine months ended September 30, 2010 . Contributing to the decrease was lower sales across all major revenue categories, primarily due to the timing of contract awards and related delivery of products and services.

Gross margin for the nine months ended September 30, 2011 was 17.6 percent, as compared to 20.2 percent for the nine months ended September 30, 2010 . Contributing to the decrease in gross margin for 2011 were the impact of lower sales volume, increased expenses for warranty and related issues and costs to obtain full material release on the Buffalo A2 program, the result of certain contract negotiations, and revenue in the first quarter related to a claim settlement and a development contract, with both having minimal associated gross profit.

Operating loss was $17.1 million for the nine months ended September 30, 2011 , as compared to operating income of $7.5 million in the prior year period. Significantly contributing to the year-over-year decrease were the previously discussed items affecting gross margin, as well as higher year-over-year spending on the Company's business development initiatives in the first half of 2011. Also impacting 2011 results were $2.3 million in workforce reduction and severance related costs in the first quarter of 2011. The 2011 year-to-date adjusted operating loss(1) was $13.9 million , which excludes $3.2 million of impairment expense incurred in the second quarter for the Company's Roxboro, North Carolina , facility. Adjusted operating income(1) for the nine months ended September 30, 2010 was $16.0 million , which excludes the previously discussed litigation settlements. Reconciliations of 2011 year-to-date adjusted operating loss and operating loss and 2010 year-to date adjusted operating income and operating income are included at the end of this press release(1).

Net loss for the nine months ended September 30, 2011 was $10.7 million , or $0.16 per diluted share, as compared to net income of $4.0 million , or $0.06 per diluted share, in the comparable period of 2010. 2011 year-to date adjusted net loss(1) was $8.7 million , or $0.13 per diluted share, which excludes $2.0 million (after tax), or $0.03 per share, for impairment of the Roxboro facility. This is compared to 2010 year-to date adjusted net income(1) of $9.5 million , or $0.14 per diluted share, which excludes $5.5 million (after tax), or $0.08 per share, for the previously discussed litigation settlements. A reconciliation of 2011 adjusted net loss and adjusted net loss per share to net loss and net loss per share, as well as a reconciliation of 2010 adjusted net income and adjusted net income per share to net loss and net loss per share is included at the end of this press release(1).

Financial Position

Net cash provided by operating activities during the nine months ended September 30, 2011 was $4.2 million , as compared to net cash used in operating activities of $27.9 million during the comparable prior year period. The Company ended the third quarter of 2011 with cash of $121.9 million , inventories of $115.3 million , and accounts payable of $97.0 million . In addition, accounts receivable was $115.7 million , including $41.6 million of earned but unbilled receivables.

During the first nine months of 2011, the Company used cash of $9.8 million for capital expenditures and $22.0 million for the repurchase of 5,335,013 shares of Company stock on the open market. This includes the repurchase of 4,419,694 shares of Company stock during the 2011 third quarter for $17.7 million .

Business Development Initiatives

During the third quarter of 2011, Force Protection Europe, a wholly-owned subsidiary of the Company, commenced initial production under its $280 million contract with the United Kingdom Ministry of Defence ( U.K. MoD) for its Light Protected Patrol Vehicle (LPPV) program. Vehicle deliveries under the LPPV program are expected to begin in the 2011 fourth quarter, with remaining deliveries scheduled for the first half of 2012. The Company remains in discussion with the U.K. MoD concerning option orders of additional vehicles beyond the current requirement of 200 Foxhounds (the U.K. MoD's name for the Ocelot under the LPPV program).

The Company also continues to pursue with the Ocelot the Manufactured and Supported in Australia (MSA) option for the Land 121 Phase 4 program, which is designed to provide approximately 1,300 vehicles and trailers, as well as related long-term support, for Australia 's core fleet of military assets. In addition to the MSA option, the Australian government has collaborated with the U.S. government on the development of the Joint Light Tactical Vehicle (JLTV). The evaluation for the MSA option in the more than $1.3 billion Land 121 Phase 4 program is currently expected to conclude early next year, at which point the Australian government is expected to make a decision on whether to continue with stage two MSA prototyping, JLTV or a combination of both options.

During the 2011 third quarter, the Company submitted its proposal for Project JP 2097 Phase 1B (REDFIN). The program is for up to 76 vehicles for the Australian Special Forces, and the Company has offered a variant of the Ocelot. A down select to a preferred bidder for the prototype, development and evaluation phase for REDFIN is expected by the end of 2011 or early next year.

As part of an experienced team, the Company continues its pursuit of the U.S. Army 's Route Clearance Vehicle MRAP Contractor Logistics Support Service program competitive requirement for the maintenance of its thousands of related vehicles. The Company expects this multiyear program could be worth hundreds of millions of dollars annually to the chosen service provider. A selection by the customer of the preferred service provider is anticipated by early next year.

The Company has submitted a Cougar 6x6 variant called Timberwolf as a potential solution for Canada 's more than $1 billion Tactical Armoured Patrol Vehicle (TAPV) program, which requires procurement of an initial 500 vehicles and related long-term support services with an option for an additional 100 vehicles and related support services. The Company is teamed with Canadian-based CAE and secured Elbit Systems and Lockheed Martin Canada as key providers. A contract award to the final selected bidder is expected by the second quarter of 2012.

Outlook

Mr. Moody concluded, "Our third quarter results represent a good start to a 2011 second half that is expected to be a substantial improvement over the first half of the year. Supporting our outlook is $652 million of funded backlog at the end of the third quarter, with a significant portion associated with fourth quarter deliveries of a number of modernization programs for the U.S. Marines ' Cougar fleet, continued shipments of Buffalos to the U.S. Army , and initial deliveries of Foxhounds to the United Kingdom . We are also seeing the benefits of our expense containment efforts and related initiatives designed to increase the flexibility of our cost structure. All of these factors point to a substantial fourth quarter, as well as a successful and profitable 2011 full year.

"As we look beyond 2011, in addition to a significant level of existing funded backlog as of September 30 , we are encouraged by our success in securing incremental business for the Company. One example is last week's announcement of a $186 million award for the delivery of 167 Buffalos to the U.S. Army as part of their long-term requirement. Combined with existing orders, we now have full visibility for the delivery of approximately 100 Buffalos per year for both 2012 and 2013, with additional shipments through April 2014 . We expect to receive continued orders of our existing portfolio of products and services over the longer-term, and will further benefit from success in one or more of the large programs we are pursuing. All of these strategic efforts and initiatives are designed to broaden our business for long-term success and increase value for our shareholders."

Conference Call Information

The Company will hold a conference call today at 11:30 a.m. Eastern Time . A question and answer session will follow the management commentary portion of the call.

To listen to the call, dial 866.578.5747 (for international, dial 617.213.8054) five to ten minutes prior to the scheduled start time and provide passcode 49490144. A live Webcast will also be available at that time on the Company's website, www.forceprotection.net, under the "Investor Relations" section. Please visit the website at least 15 minutes prior to the call to register for the webcast and download any necessary software. A replay of the call will be available two hours after the end of the call through Monday, November 21, 2011 . To access the replay, dial 888.286.8010 (for international, dial 617.801.6888) and enter passcode 52059317, or visit the "Investor Relations" section of the Company's website.

About Force Protection,Inc.

Force Protection, Inc. is a leading designer, developer and manufacturer of survivability solutions, including blast- and ballistic-protected wheeled vehicles currently deployed by the U.S. military and its allies to support armed forces and security personnel in conflict zones. The Company's specialty vehicles, including the Buffalo, Cougar, Ocelot and the related variants of each, are designed specifically for reconnaissance and other operations and to protect their occupants from landmines, hostile fire, and improvised explosive devices (commonly referred to as roadside bombs). Complementing these efforts, the Company is designing, developing and marketing the JAMMA, a new vehicle platform that provides increased modularity, transportability, speed and mobility. The Company also develops, manufactures, tests, delivers and supports products and services aimed at further enhancing the survivability of users against additional threats. In addition, the Company provides long-term life cycle support services of its vehicles that involve development of technical data packages, supply of spares, field and depot maintenance activities, assignment of skilled field service representatives, and advanced driver and maintenance training programs. For more information on Force Protection and its products and services, visit www.forceprotection.net.

Safe Harbor Statement

This press release contains forward looking statements that are not historical facts, including statements about our beliefs and expectations. These statements are based on beliefs and assumptions of Force Protection 's management, and on information currently available to management. These forward-looking statements include, among other things: the growth, demand and interest for Force Protection 's services and products, including the Buffalo, Cougar, Ocelot and JAMMA vehicles; current backlog; anticipated awards and expected deliveries of Ocelot vehicles; the effect of the LPPV award for future growth; expectations for future programs, including Land 121, TAPV, REDFIN and Route Clearance Vehicle MRAP Contractor Logistics Support Service and the related timing of proposals and awards; modernization and spares and sustainment contracts and the effect of operations in Afghanistan ; the ability to meet current and future requirements; the Company's execution of its business strategy and strategic transformation, including its development initiatives and opportunities to broaden its platform; the Company's expected financial and operating results, including its revenues, margin, earnings and cash flows, for future periods; the Company's belief that for the second half of 2011, it anticipates much stronger revenue than the first six months of the year; the Company's expectation that 2011 deliveries under the LPPV program will begin in the fourth quarter, with further deliveries continuing through the first half of 2012; the Company's belief that success in one or more of the identified large programs it is pursuing will better position the Company for long-term success and result in increased shareholder value; and, the Company's share repurchase program. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Examples of these factors include, but are not limited to, the execution of modernization and vehicle deliveries already under contract, especially for the 2011 fourth quarter as it is expected to be the largest revenue quarter of the year; the ability to effectively manage the risks in the Company's business; the ability to win future awards and finalize contracts; the ability to develop new technologies and products and the acceptance of these technologies and products; and the other risk factors and cautionary statements listed in the Company's periodic reports filed with the Securities and Exchange Commission , including the risks set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and Form 10-Q for the three and nine months ended September 30, 2011 .

(1)

Use of Non-GAAP Financial Measures

Certain disclosures in this press release include "non-GAAP financial measures." A non-GAAP financial measure is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP). The Company defines "adjusted operating loss", "adjusted net loss" and "adjusted net loss per share" as operating loss, net loss and net loss per share as reported under GAAP less the impact of the impairment in the valuation of the Company's Roxboro, North Carolina , facility in the second quarter of 2011 and the charge for the approved settlement of federal shareholder class action and proposed settlements related to derivative actions in the third quarter of 2010. By excluding these charges, management is able to compare the Company's ongoing operations to prior periods and to the ongoing operations of other companies in its industry. Management believes that excluding the expense for the impairment of the valuation of the Company's Roxboro, North Carolina , facility is useful to investors because it is more representative of the ongoing business of the Company and reflects the financial indicators used by management to evaluate the Company's financial results.

These amounts are not measures of financial performance under GAAP. They should be considered supplemental to and not a substitute for financial performance in accordance with GAAP. These non-GAAP measures should not be considered measures of the Company's liquidity. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company's definition of "adjusted operating loss", "adjusted net loss" and "adjusted net loss per share" may differ from similar measures used by other companies and may differ from period to period. Subject to the review and approval of the Company's audit committee, management may make other adjustments for expenses and gains that it does not consider reflective of core operating performance in a particular period and may modify "adjusted operating loss", "adjusted net loss" and "adjusted net loss per share" by excluding this expense. This information should not be construed as an alternative to the reported results, which have been determined in accordance with GAAP. A reconciliation of "adjusted operating loss", "adjusted net loss" and "adjusted net loss per share" with operating loss, net loss and net loss per share are included in the accompanying financial data.

Investor Relations Contact:

Media Contact:

Wes Harris

Tommy Pruitt

Senior Director, Investor Relations

Senior Director, Communications

Force Protection, Inc.

Force Protection, Inc.

843.574.3892

843.574.3866

wes.harris@forceprotection.net

tommy.pruitt@forceprotection.net

(Tables follow)

Force Protection, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

For the three months ended

September 30 ,

For the nine months ended

September 30,

2011

2010

2011

2010

(In Thousands, Except Per Share Data)

(In Thousands, Except Per Share Data)

Net sales

$ 143,597

$ 176,265

$ 377,176

$ 448,251

Cost of sales

111,646

142,690

310,675

357,605

Gross profit

31,951

33,575

66,501

90,646

General and administrative expenses

19,893

27,868

62,799

65,732

Asset impairment expense

-

-

3,200

-

Research and development expenses

5,287

7,314

17,610

17,445

Operating profit (loss)

6,771

(1,607)

(17,108)

7,469

Other (expense) income, net

(32)

(187)

(94)

75

Interest expense, net

(27)

(22)

(82)

(216)

Income (loss) before income tax

6,712

(1,816)

(17,284)

7,328

Income tax (expense) benefit

(2,174)

(48)

6,596

(3,279)

Net income (loss)

$ 4,538

$ (1,864)

$ (10,688)

$ 4,049

Earnings (loss) per common share:

Basic

$ 0.07

$ (0.03)

$ (0.16)

$ 0.06

Diluted

$ 0.07

$ (0.03)

$ (0.16)

$ 0.06

Weighted average common shares outstanding:

Basic

66,758

68,799

68,227

68,753

Diluted

67,387

68,799

68,227

69,681

Force Protection, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

As of September 30,

2011

As of December 31,

2010

(InThousands)

Assets

Current assets:

Cash and cash equivalents

$ 121,898

$ 149,965

Accounts receivable, net

115,650

124,831

Inventories

115,311

90,110

Deferred income tax assets

13,745

12,336

Other current assets

25,516

41,520

Total current assets

392,120

418,762

Property and equipment, net

54,731

60,422

Investment in unconsolidated joint ventures

2,627

2,815

Other assets

1,012

705

Total assets

$ 450,490

$ 482,704

Liabilities and Shareholders Equity

Current liabilities:

Accounts payable

$ 97,028

$ 94,593

Due to United States government

3,421

1,331

Advance payments on contracts

24,942

5,875

Other current liabilities

23,903

50,943

Total current liabilities

149,294

152,742

Deferred income tax liabilities

1,382

973

Other long-term liabilities

1,796

562

152,472

154,277

Commitments and contingencies

Shareholders equity:

Common stock

72

71

Additional paid-in capital

265,415

262,451

Accumulated other comprehensive loss

(740)

(88)

Treasury stock, at cost

(22,032)

-

Retained earnings

55,303

65,993

Total shareholders equity

298,018

328,427

Total liabilities and shareholders equity

$ 450,490

$ 482,704

Force Protection, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Forthenine months endedSeptember 30,

2011

2010

(In Thousands)

Cash flows from operating activities:

Net (loss) income

$ (10,688)

$ 4,049

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

Depreciation and amortization

12,834

12,099

Deferred income tax (benefit) provision

(629)

7,475

Income tax effect realized from stock transactions

(122)

(11)

Stock-based compensation

2,877

2,486

Provision for estimated litigation settlement

-

8,500

Provision for inventory

2,320

3,084

Provision for asset impairment

3,200

-

Other

326

106

(Increase) decrease in assets

Accounts receivable

10,381

(43,127)

Inventories

(24,967)

(11,716)

Other assets

(8,401)

(5,848)

Increase (decrease) in liabilities

Accounts payable

(643)

5,866

Due to United States government

2,090

(3,525)

Advance payments on contracts

19,066

(484)

Other liabilities

(3,452)

(6,843)

Total adjustments

14,880

(31,938)

Net cash provided by (used in) operating activities

4,192

(27,889)

Cash flows from investing activities:

Capital expenditures

(9,776)

(12,307)

Purchase of JAMMA assets

-

(1,650)

Other

19

22

Net cash used in investing activities

(9,757)

(13,935)

Cash flows from financing activities:

Purchase of treasury stock

(22,032)

-

Proceeds from issuance of common stock

208

17

Income tax effect realized from stock transactions

122

11

Other

(100)

-

Net cash (used in) provided by financing activities

(21,802)

28

Effect of foreign currency rate changes on cash

(700)

(20)

Decrease in cash and cash equivalents

(28,067)

(41,816)

Cash and cash equivalents at beginning of year

149,965

147,254

Cash and cash equivalents at end of period

$ 121,898

$ 105,438

GAAP to Non-GAAP Reconciliation

The following financial information is presented below using other than U.S. generally accepted accounting principles ("non-GAAP"), and is reconciled to comparable information presented using GAAP. See Footnote (1) for further discussion.

The adjustments relate to:

2011 second quarter impairment expense associated with the Company's Roxboro, North Carolina , facility, and,

2010 third quarter estimated settlements of federal shareholder class action and related derivative actions that began in early 2008.

Force Protection, Inc. and Subsidiaries Reconciliation

(InThousands,ExceptPerShareData)

(Unaudited)

Forthethreemonthsended

Forthethree monthsended

September 30, 2011

September 30, 2010

Reported

Basis

(GAAP)

Asset

Impairment

Comparable

Basis

(Adjusted)

Reported

Basis (GAAP)

Litigation

settlement

Comparable

Basis

(Adjusted)

Netsales

$ 143,597

$ -

$ 143,597

$ 176,265

$ -

$ 176,265

Costofsales

111,646

-

111,646

142,690

-

142,690

Grossprofit

31,951

-

31,951

33,575

-

33,575

Grossprofitpercentage

22.3%

22.3%

19.0%

19.0%

Generalandadministrativeexpenses

19,893

-

19,893

27,868

8,500

19,368

Researchanddevelopmentexpenses

5,287

-

5,287

7,314

-

7,314

Operatingincome(loss)

6,771

-

6,771

(1,607)

(8,500)

6,893

Otherexpense,net

(32)

-

(32)

(187)

-

(187)

Interestexpense,net

(27)

-

(27)

(22)

-

(22)

Income(loss)beforeincometaxexpense

6,712

-

6,712

(1,816)

(8,500)

6,684

Incometax(expense)benefit

(2,174)

-

(2,174)

(48)

3,029

(3,077)

Netincome(loss)

$ 4,538

$ -

$ 4,538

$ (1,864)

$ (5,471)

$ 3,607

Earnings(loss)percommonshare:

Basic

$ 0.07

$ -

$ 0.07

$ (0.03)

$ (0.08)

$ 0.05

Diluted

0.07

$ -

$ 0.07

$ (0.03)

$ (0.08)

$ 0.05

Weightedaveragecommonsharesoutstanding:

Basic

66,758

66,758

66,758

68,799

68,799

68,799

Diluted

67,387

67,387

67,387

68,799

69,613

69,613

Force Protection, Inc. and Subsidiaries Reconciliation

(InThousands,ExceptPerShareData)

(Unaudited)

Fortheninemonthsended

Forthenine monthsended

September 30, 2011

September 30, 2010

Reported

Basis (GAAP)

Asset

Impairment

Comparable

Basis

(Adjusted)

Reported

Basis (GAAP)

Litigation

settlement

Comparable

Basis

(Adjusted)

Netsales

$ 377,176

$ -

$ 377,176

$ 448,251

$ -

$ 448,251

Costofsales

310,675

-

310,675

357,605

-

357,605

Grossprofit

66,501

-

66,501

90,646

-

90,646

Grossprofitpercentage

17.6%

17.6%

20.2%

20.2%

Generalandadministrativeexpenses

62,799

3,200

59,599

65,732

8,500

57,232

Assetimpairmentexpense

3,200

-

3,200

-

-

-

Researchanddevelopmentexpenses

17,610

-

17,610

17,445

-

17,445

Operating(loss)income

(17,108)

(3,200)

(13,908)

7,469

(8,500)

15,969

Other(expense)income,net

(94)

-

(94)

75

-

75

Interestexpense,net

(82)

-

(82)

(216)

-

(216)

(Loss)incomebeforeincometaxexpense

(17,284)

(3,200)

(14,084)

7,328

(8,500)

15,828

Incometaxbenefit(expense)

6,596

1,170

5,426

(3,279)

3,029

(6,308)

Net(loss)income

$ (10,688)

$ (2,030)

$ (8,658)

$ 4,049

$ (5,471)

$ 9,520

(Loss)earningspercommonshare:

Basic

$ (0.16)

$ (0.03)

$ (0.13)

$ 0.06

$ (0.08)

$ 0.14

Diluted

$ (0.16)

$ (0.03)

$ (0.13)

$ 0.06

$ (0.08)

$ 0.14

Weightedaveragecommonsharesoutstanding:

0

0

0

0

Basic

68,227

68,227

68,227

68,753

68,753

68,753

Diluted

68,227

68,227

68,227

69,681

69,681

69,681

SOURCE Force Protection, Inc.

Force Protection to Host Conference Call Today at 11:30 AM Eastern to Discuss Agreement with General Dynamics PR Newswire "Press Releases US - English"

Monday, November 07 2011 7:16 AM, EST

SUMMERVILLE, S.C. ,, Nov. 7, 2011 /PRNewswire/ -- Force Protection, Inc. (NASDAQ: FRPT) announced that it has scheduled a conference call for today at 11:30 a.m. Eastern to discuss today's announcement that the Company and General Dynamics (NYSE: GD) have entered a definitive merger agreement under which General Dynamics will acquire the Company at a price of $5.52 per share of common stock, or approximately $360 million . Separately, the Company today also released financial results for its third quarter ended September 30, 2011 . A question and answer session with Force Protection 's management will follow the commentary portion of the conference call.

Under the terms of the merger agreement, a wholly-owned subsidiary of General Dynamics will commence a tender offer for all of the outstanding shares of common stock of the Company. The Company's board of directors has resolved to recommend that the Company's stockholders tender their shares into the tender offer in accordance with the terms of the merger agreement. The consummation of the tender offer and merger is subject to certain conditions set forth in the merger agreement, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Lincoln International and Barclays Capital served as financial advisors to and provided fairness opinions for the Company. Sullivan & Cromwell LLP and Smith Moore Leatherwood LLP are serving as legal advisors to the Company.

To listen to the call, dial 866.578.5747 (for international, dial 617.213.8054) five to ten minutes prior to the scheduled start time and provide passcode 49490144. A live Webcast will also be available at that time on the Company's website, www.forceprotection.net, under the "Investor Relations" section. Please visit the website at least 15 minutes prior to the call to register for the webcast and download any necessary software. A replay of the call will be available two hours after the end of the call through midnight Monday, November 21, 2011 . To access the replay, dial 888.286.8010 (for international, dial 617.801.6888) and enter passcode 52059317, or visit the "Investor Relations" section of the Company's website.

About Force Protection, Inc.

Force Protection, Inc. is a leading designer, developer and manufacturer of survivability solutions, including blast- and ballistic-protected wheeled vehicles currently deployed by the U.S. military and its allies to support armed forces and security personnel in conflict zones. The Company's specialty vehicles, including the Buffalo, Cougar, Ocelot and the related variants of each, are designed specifically for reconnaissance and other operations and to protect their occupants from landmines, hostile fire, and improvised explosive devices (commonly referred to as roadside bombs). Complementing these efforts, the Company is designing, developing and marketing the JAMMA, a new vehicle platform that provides increased modularity, transportability, speed and mobility. The Company also develops, manufactures, tests, delivers and supports products and services aimed at further enhancing the survivability of users against additional threats.

In addition, the Company provides long-term life cycle support services of its vehicles that involve development of technical data packages, supply of spares, field and depot maintenance activities, assignment of skilled field service representatives, and advanced driver and maintenance training programs. For more information on Force Protection and its products and services, visit www.forceprotection.net.

Notice to Investors

The tender offer described in this press release has not yet commenced. This press release is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Company's common stock. At the time the tender offer is commenced, Falcon Acquisition Corp. , a wholly-owned subsidiary of General Dynamics , will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the " SEC ") and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC 's website at www.sec.gov. In addition, the tender offer statement and other documents that Falcon Acquisition Corp. files with the SEC will be made available to all stockholders of the Company free of charge at www.generaldynamics.com. The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.forceprotection.net.

Additional Information about the Merger and Where to Find It

In connection with the potential one-step merger of Falcon Acquisition Corp. with and into the Company without the prior consummation of the Offer (the "One Step Merger"), Force Protection will file a proxy statement with the SEC . Additionally, the Company will file other relevant materials with the SEC in connection with the proposed acquisition of the Company by General Dynamics and Falcon Acquisition Corp. pursuant to the terms of the Merger Agreement. Investors and stockholders of the Company are strongly advised to read the proxy statement and the other relevant materials, as they may be amended from time to time, when they become available, because they will contain important information about the One Step Merger and the parties to the One Step Merger, before making any voting or investment decision with respect to the One Step Merger. The proxy statement will be available at no charge on the SEC 's web site at www.sec.gov. The proxy statement and other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.forceprotection.net.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the One Step Merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2011 Annual Meeting of Stockholders, which was filed with the SEC on March 25, 2011 . The Company's stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger, which may be different than those of the Company's stockholders generally, by reading the proxy statement and other relevant documents regarding the One Step Merger, when filed with the SEC .

Forward-Looking Statements

This communication may contain, in addition to historical information, certain forward-looking statements regarding future events, conditions, circumstances or the future financial performance of the Company. Often, but not always, forward-looking statements can be identified by the use of words such as "plans," "expects," "expected," "scheduled," "estimates," "intends," "anticipates" or "believes," or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Such forward-looking statements are not guarantees or predictions of future performance, and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such risks and uncertainties include: (i) the risk that not all conditions of the tender offer, the merger or the related transactions will be satisfied or waived, (ii) the completion of the merger with General Dynamics taking longer than expected, (iii) expectations regarding the growth of the U.S. and world market for blast and ballistic-protected vehicles, products or services, (iv) expectations regarding the U.S. military's plans or intentions, including the drawdown of operations in Iraq and Afghanistan , (v) expectations regarding the Company's business development plans and strategy, including the Company's plans to expand the Company's product lines, diversify the Company's business mix, and expand the Company's markets internationally, (vi) expectations with respect to the Company's ability to obtain materials, the Company's ability to improve cost efficiencies and possible future changes in the efficiencies in the Company's operations, (vii) expectations regarding the Company's vehicles, products and services that may be purchased by the Company's customers, including the type of vehicles demanded and other customer demands and expected changes in demand, (viii) expectations regarding the benefits of the Company's products, services and programs, including the Company's vehicles' capabilities and the use of the Company's vehicles, products and services for other than military purposes, (ix) expectations regarding the Company's investments in research and development activities for the Company's vehicles, products and services, (x) expectations regarding any changes in the Company's cost of sales, the Company's general and administrative expenses, the Company's asset impairment expense, the Company's operating results or the Company's research and development expenses as a percentage of net sales, (xi) expectations regarding the revenues that may be derived from, and the quantities of vehicles, products and services that may be purchased or ordered pursuant to, existing or possible future contracts or orders by various customers, including statements regarding the estimated value of those orders and contracts and statements about the Company's backlog, (xii) expectations regarding the benefits that may be realized from the Company's joint ventures, teaming arrangements and any new ventures or business developed pursuant to them, (xiii) expectations regarding the Company's expectation to apply prepaid 2011 federal income taxes to the Company's projected tax obligation during the second half of 2011, (xiii) expectations regarding the Company's expected cash flow, cash needs and expected capital expenditures, (xiv) expectations regarding the Company's share repurchase program, (xv) expectations regarding the Company's derivative instruments and hedging activities, (xvi) expectations regarding the effect of the Company's income tax positions on the Company's effective tax rate, (xvii) the Company's expectations with respect to the matters pending with the U.S. Equal Employment Opportunity Commission (EEOC), and (xviii) expectations regarding final approval of the state and federal derivative actions, (xix) uncertainties associated with any aspect of the transactions, including uncertainties relating to the anticipated timing of filings and approvals relating to the transactions, the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transactions, the expected timing of completion of the transactions, the satisfaction of the conditions to the consummation of the transactions and the ability to complete the transactions.

Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, and any or all of the Company's forward-looking statements may turn out to be wrong. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to unduly rely on these forward-looking statements. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company following the completion of the transactions unless otherwise stated. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Investor Relations Contact:

Media Contact:

Wes Harris

Tommy Pruitt

Senior Director, Investor Relations

Senior Director, Communications

Force Protection, Inc.

Force Protection, Inc.

843.574.3892

843.574.3866

wes.harris@forceprotection.net

tommy.pruitt@forceprotection.net

SOURCE Force Protection, Inc.

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Freshpet Inc (FRPT)

Real-time discussions and trading ideas: Trade with confidence with our powerful platform.

FRPT News

Form 4 - Statement of changes in beneficial ownership of securities

Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]

Form 4 - Statement of changes in beneficial ownership of securities

Form SC 13G - Statement of Beneficial Ownership by Certain Investors

Form 144 - Report of proposed sale of securities

Form 144 - Report of proposed sale of securities

Form S-8 - Securities to be offered to employees in employee benefit plans

Form 144 - Report of proposed sale of securities

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Form 8-K - Current report

Freshpet, Inc. Reports Third Quarter 2024 Financial Results

U.S. Futures Edge Up as Election and Fed Rate Decision Loom; Oil Prices Rise as OPEC+ Delays Production Increase

Form SC 13G - Statement of Beneficial Ownership by Certain Investors

Freshpet, Inc. to Report Third Quarter 2024 Results on Monday, November 4, 2024

Form 3 - Initial statement of beneficial ownership of securities

FRPT Discussion

Your Recent History

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Freshpet Inc (FRPT) News

Freshpet Inc (FRPT)

Real-time discussions and trading ideas: Trade with confidence with our powerful platform.

FRPT News

Form 4 - Statement of changes in beneficial ownership of securities

Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]

Form 4 - Statement of changes in beneficial ownership of securities

Form SC 13G - Statement of Beneficial Ownership by Certain Investors

Form 144 - Report of proposed sale of securities

Form 144 - Report of proposed sale of securities

Form S-8 - Securities to be offered to employees in employee benefit plans

Form 144 - Report of proposed sale of securities

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Form 8-K - Current report

Freshpet, Inc. Reports Third Quarter 2024 Financial Results

U.S. Futures Edge Up as Election and Fed Rate Decision Loom; Oil Prices Rise as OPEC+ Delays Production Increase

Form SC 13G - Statement of Beneficial Ownership by Certain Investors

Freshpet, Inc. to Report Third Quarter 2024 Results on Monday, November 4, 2024

Form 3 - Initial statement of beneficial ownership of securities

FRPT Discussion

Your Recent History