UNIR Uniroyal Global Engineered Products Inc (CE)

Invisa, Inc. (OTCQB: INSA) (“Invisa” or the “Company”) filed its Form 10-K yesterday March 30, 2015 reporting its results for the year ending December 31, 2014.

As previously reported, on November 10, 2014 Invisa acquired all of the ownership interests in Uniroyal Engineered Products, LLC ("Uniroyal"), a U.S. manufacturer of textured coatings, and all of the ordinary common stock of Engineered Products Acquisition Limited ("EPAL"), the holding company for Wardle Storeys (Group) Limited ("Wardle Storeys"), a European manufacturer of textured coatings and polymer films. Details of the acquisitions are set forth in the Current Report on Form 8-K filed by the Company on November 10, 2014 and the Form 8-K/A filed on January 20, 2015. As required by current accounting pronouncements, the transaction was treated as a combination between entities under common control and was accounted for in a manner similar to the pooling-of-interest method. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. The companies were combined retrospectively for prior year comparative information to the extent permitted by applicable accounting rules.

Selected 2014 financial results (after adjustments as explained in discussion of operating results and as shown in the Reconciliation of GAAP to Non-GAAP Financial Measures):

• Revenue in 2014 was $98,323,226 compared to $94,766,651 in 2013
• Adjusted operating Income for the full year 2014 of $5,568,075 compared to $5,805,505 in 2013
• Fully diluted adjusted earnings available to common shareholders of $0.27 per share in 2014; the comparative combined adjusted earnings available to common shareholders for 2013 of $0.24 per share in 2013.

Discussion of operating results:

Revenue:

Prior to its acquisition by Invisa, EPAL had acquired 100% of the common stock of Wardle Storeys on March 4, 2013. Therefore, the comparative combined operating results for 2013 only include the results of Wardle Storeys for the period March 4, 2013 through December 31, 2013 or approximately 10 months which partially explained the increases from year to year.

Total revenue in 2014 increased $3,556,575 or 3.8% to $98,323,226 from $94,766,651, the comparative combined revenue for 2013. Assuming the Wardle Storeys transaction had occurred on January 1, 2013, total consolidated revenues would have shown a decrease of $5.4 million. The decrease was primarily due to the end of a one-year 2013 special automotive program that totaled approximately $6 million and the roll off of some legacy automotive platforms. The decrease in revenue was partially offset by new automotive platform launches and favorable impact of the change in the average Pound Sterling exchange rate for 2014 compared to 2013.

Gross Profit:

Total gross profit in 2014 was $19,318,986 or 19.6% of sales compared with $17,206,607 or 18.2% of sales, the comparative combined gross profit for 2013. Assuming the Wardle Storeys transaction had occurred on January 1, 2013, the consolidated gross profit would have been $18,375,994 or 17.7% of sales, an increase of approximately $943,000 despite lower revenue. The gross profit percentage increased in 2014, primarily due to the rolling off of lower margin automotive platforms, which were replaced with higher margin platforms and the positive results of cost efficiency programs implemented in 2013 and 2014.

Operating Profit:

Total operating profit in 2014 was $4,662,075 or 4.7% of sales compared with $5,681,679 or 6.0% of sales, the comparative combined operating profit for 2013. Assuming the Wardle Storeys transaction had occurred on January 1, 2013, the consolidated operating profit would have been $5,799,126 or 5.7% of sales. The decrease in 2014 operating margin is partially attributable to approximately $414,000 of one-time expenses associated with the closing of the acquisitions. Also Included in general and administrative expenses are approximately $492,000 and $123,826 for 2014 and 2013, respectively, of statutory severance payments as a result of labor reduction programs at our U.K. facility. The severance program was fully expensed in 2014. Adjusting for the one-time expenses and the redundancy payments, the adjusted operating profit in 2014 would have been $5,568,075 or 5.7%.

About Invisa:

Invisa (OTCQB: INSA) is a leading manufacturer of vinyl coated fabrics that are durable, stain resistant, cost-effective alternatives to leather, cloth and other synthetic fabric coverings. Invisa’s revenue in 2014 was derived 63% from the automotive industry and approximately 37% from the recreational, industrial, indoor and outdoor furnishings, hospitality and health care markets.

Forward Looking Statements:

Except for statements of historical fact, certain information contained in this press release constitutes forward-looking statements, including, without limitation, statements containing the words “believe,” “expect,” “anticipate,” “intend,” “expect,” “should,” “planned,” “estimated” and “potential” and words of similar import, as well as all references to the future. These forward-looking statements are based on Invisa’s current expectations. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Company´s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company´s forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of the Company´s business include, but are not limited to, the following: uncertainties relating to economic conditions, uncertainties relating to customer plans and commitments, the pricing and availability of equipment, materials and inventories, technological developments, performance issues with suppliers, economic growth, delays in testing of new products, the Company’s ability to successfully integrate acquired operations, the Company’s dependence on key personnel, the Company’s ability to protect its intellectual property rights, the effectiveness of cost-reduction plans, rapid technology changes and the highly competitive environment in which the Company operates. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Invisa, Inc. Consolidated Balance Sheets As of December 31, 2014 and December 31, 2013     December 31, 2014 December 31, 2013 ASSETS CURRENT ASSETS Cash and cash equivalents $ 604,234 $ 311,029 Accounts receivable, net 14,607,787 15,003,030 Inventories, net 17,421,082 17,271,621 Other current assets 2,130,282 1,560,555 Related party receivable   74,931     42,475   Total Current Assets   34,838,316     34,188,710   PROPERTY AND EQUIPMENT   12,001,128     9,911,119   OTHER ASSETS Intangible assets 3,668,956 3,767,896 Goodwill 1,079,175 1,079,175 Other long-term assets   1,295,965     571,824   Total Other Assets   6,044,096     5,418,895   TOTAL ASSETS $ 52,883,540   $ 49,518,724   LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Checks issued in excess of bank balance $ 438,145 $ 622,590 Line of credit 16,396,306 15,792,852 Current maturities of long-term debt 522,095 545,026 Current maturities of capital lease obligations 96,071 51,016 Accounts payable 9,409,062 8,981,303 Accrued expenses 3,408,143 3,217,493 Related party payable 20,260 20,260 Current portion of postretirement benefit liability - health and life   115,039     131,714   Total Current Liabilities   30,405,121     29,362,254   LONG-TERM LIABILITIES

Long-term debt, less current portion

1,355,297 967,113

Capital lease obligations, less current portion

238,836 - Related party lease financing obligations 2,162,393 2,014,440 Long-term debt to related parties 4,740,728 4,572,546

Postretirement benefit liability - health and life, less current portion

2,662,570 2,358,896 Other long-term liabilities   840,378     907,358   Total Long-Term Liabilities   12,000,202     10,820,353   Total Liabilities   42,405,323     40,182,607   STOCKHOLDERS' EQUITY

Convertible Preferred Stock: 5,000,000 shares authorized ($100 value):

Series A, 9,715 shares issued and outstanding 798,500 798,500 Series B, 2,702 shares issued and outstanding 270,160 270,160 Series C, 16,124 shares issued and outstanding 1,600,467 1,600,467

Preferred unit, Series A UEP Holdings, LLC, 200,000 units issued and outstanding ($100 issue price)

617,571 -

Preferred units, Series B UEP Holdings, LLC, 150,000 units issued and outstanding ($100 issue price)

463,179 -

Preferred stock, Engineered Products Acquisition limited, 50 shares issued and outstanding (£1.00 stated value)

75 -

Common stock, 95,000,000 shares authorized ($.001 par value) 14,351,398 and 13,881,598 shares issued and outstanding as of December 31, 2014 and 2013, respectively

14,352 13,881 Additional paid in capital 32,549,585 33,651,743 Accumulated deficit (26,626,634 ) (29,062,898 ) Accumulated other comprehensive income   790,962     2,064,264   Total Stockholders' Equity   10,478,217     9,336,117   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 52,883,540   $ 49,518,724     Invisa, Inc. Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2014 and December 31, 2013     December 31, 2014 December 31, 2013   NET SALES $ 98,323,226 $ 94,766,651   COST OF GOODS SOLD   79,004,240     77,560,044     Gross Profit 19,318,986 17,206,607   OPERATING EXPENSES: Selling 4,691,974 3,706,656 General and administrative 8,437,348 6,424,005 Research and development   1,527,589     1,394,267   OPERATING EXPENSES   14,656,911     11,524,928     Operating Income   4,662,075     5,681,679     OTHER INCOME (EXPENSE): Interest and other debt related expense (1,552,541 ) (1,282,532 ) Gain on bargain purchase - 4,646,046 Other income   190,234     109,438   Net Other (Expense) Income   (1,362,307 )   3,472,952     INCOME BEFORE TAX PROVISION 3,299,768 9,154,631   TAX PROVISION (BENEFIT)   (1,340,682 )   175,491     NET INCOME 4,640,450 8,979,140   Preferred stock dividend   (403,582 )   -     NET INCOME AVAILABLE TO COMMON SHAREHOLDERS 4,236,868 8,979,140   OTHER COMPREHENSIVE INCOME (LOSS): Minimum benefit liability adjustment (888,321 ) (183,380 ) Foreign currency translation adjustment (425,898 ) 516,395 Unrealized gain (loss) on effective hedge: Reclassification of amounts to earnings 42,476 64,108 Unrealized loss for the year   (1,559 )   (7,295 )   COMPREHENSIVE INCOME TO COMMON SHAREHOLDERS $ 2,963,566   $ 9,368,968     EARNINGS PER COMMON SHARE: Basic $ 0.30   $ 0.64   Diluted $ 0.22   $ 0.48   WEIGHTED AVERAGE SHARES OUTSTANDING: Basic   14,180,963     14,012,959   Diluted   18,937,796     18,769,792     Invisa, Inc. Consolidated Statements of Cash Flows For the Years Ended December 31, 2014 and December 31, 2013     CASH FLOWS FROM OPERATING ACTIVITIES December 31, 2014 December 31, 2013   Net income $4,640,450 $8,979,140 Adjustments to reconcile net income to net cash flows fromoperating activities Depreciation 1,381,452 1,578,807 Gain on bargain purchase - (4,646,046) Deferred tax benefit (1,253,000) - Distribution of life insurance policy as compensation 207,227 - Non-cash stock compensation expense 81,691 124,000 Contributed officer compensation 36,000 36,000 Interest expense added to principal of note payable 80,317 111,090 Amortization of intangible assets 54,583 57,418 Loss on disposal of property and equipment 5,209 267,730 Noncash postemployment health and life benefit (589,896) (183,380) Amortization of original issue note discount - 42,680 Changes in assets and liabilities Accounts receivable (120,768) 1,146,779 Inventories (575,000) 666,953 Other current assets (240,332) (27,113) Related party receivable (32,456) 132,525 Other long-term assets (178,868) 22,228 Accounts payable 747,459 (1,142,813) Accrued expenses (56,858) (332,261) Postretirement benefit liability - health and life (11,020) (314,342) Other long-term liabilities 19,268 (33,950) Net Cash Flows from Operating Activities 4,195,458 6,485,445 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (3,255,643) (1,490,219) Purchase of Wardle Storeys less cash acquired - (681,340) Cash paid for lease deposit (17,500) (250,000) Net Cash Flows used in Investing Activities (3,273,143) (2,421,559) CASH FLOWS FROM FINANCING ACTIVITIES Checks issued in excess of bank balance (184,445) (259,386) Net advances (reductions) on line of credit 1,085,575 (1,654,199) Payments on long-term debt (187,360) (459,970) Proceeds from issuance of long-term debt 725,798 125,019 Payments on capital lease obligations (100,979) (91,037) Net payments on life insurance policies - (423,986) Proceeds from related party obligation - 919,162 Proceeds from issuance of units to members - 7,750 Purchase of treasury stock (138,553) (109,208) Distributions to members (1,800,604) (1,927,836) Net Cash Flows used in Financing Activities (600,568) (3,873,691) Net Change in Cash and Cash Equivalents 321,747 190,195 Cash And Cash Equivalents - Beginning Of Year 311,029 84,489 Effects of currency translation on cash and cashequivalents (28,542) 36,345 CASH AND CASH EQUIVALENTS - END OF YEAR $604,234 $311,029     Invisa, Inc. Reconciliation of GAAP and Non-GAAP Financial Measures (Unaudited)             Year Ended December 31, 2014

G&A

OperatingIncome

Gain onBargainPurchase

Tax(Benefit)Provision

Net Income(Common)

EPSDiluted

(In thousands, except for per share data)   As reported $ 8,437 $ 4,662 $ - $ (1,341 ) $ 4,237 $ 0.22   1 - Severance payments (492 ) 492 98 394 0.02 2 - Acquisition expenses (414 ) 414 414 0.03             Total items   (906 )   906   -     98     808     0.05   As adjusted $ 7,531   $ 5,568 $ -   $ (1,243 ) $ 5,045   $ 0.27       Year Ended December 31, 2013 G&A

OperatingIncome

Gain onBargainPurchase

Tax(Benefit)Provision

NetIncome(Common)

EPSDiluted

(In thousands, except for per share data)   As reported $ 6,424 $ 5,682 $ (4,646 ) $ 175 $ 8,979 $ 0.48   1 - Severance payments (124 ) 124 25 99 0.01 3 - Gain on bargain purchase 4,646 (4,646 ) (0.25 )             Total items   (124 )   124   4,646     25     (4,547 )   (0.24 ) As adjusted $ 6,300   $ 5,806 $ -   $ 200   $ 4,432   $ 0.24    

 

1 -

Amount represents statutory severance payments as a result of labor reduction program in U.K. facility

 

2 -

Amount represents one-time expenses associated with the closing of the acquisitions

 

3 -

Amount represents the gain on bargain purchase which resulted from the fair value of the net assets being greater than the purchase price with respect to the Wardle Storeys purchase in 2013

Invisa Corporate Contact:Elizabeth Henson, 941-870-3950LHenson@invisa.comorInvisa Public Relations:TTC Group, Inc.Vic Allgeier, 646-290-6400vic@ttcominc.com