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They are stating $117 Plus assumption of specified liabilites....could that mean outstanding debt?...then the deal would be closer to $190-$200 million. They will have to explain specified liabilities before we will know the value of the deal.
L-3 Communications (NYSE: LLL) for $117.5 million in cash, plus the assumption of specified liabilities
L-3 Agrees to Acquire Implant Sciences Explosives Trace Detection Assets
-- Leader in the Design and Manufacture of Explosives Trace Detection (ETD) Systems and Sensors for Homeland Security and Defense Markets --
WILMINGTON, Mass., Oct. 10, 2016 /PRNewswire/ -- Implant Sciences (IMSC) announced today that it has entered into an asset purchase agreement to sell the explosives trace detection (ETD) assets to L-3 Communications (NYSE: LLL) for $117.5 million in cash, plus the assumption of specified liabilities. Following the proposed acquisition, the assets will be integrated into L-3's Security & Detection Systems division within its Electronic Systems segment.
Pursuant to the terms of the agreement, L-3 will acquire the worldwide rights to the QS-B220 desktop and the QS-H150 handheld ETD systems as well as all other product and technology assets of Implant Sciences. Over 5,000 of IMSC's non-radioactive ion mobility spectrometry systems have been deployed in more than 70 nations for aviation security, infrastructure protection, mass transit security, military operations, VIP protection, and corporate security. The company's ETD systems have received approvals and certifications from several international regulatory agencies including the US Transportation Security Administration (TSA), the European Civil Aviation Commission (ECAC) and the Ministry of Public Safety in China. In September 2016, the TSA placed a delivery order for an additional 1,353 of the QS-B220 systems and related supplies.
"Implant Sciences' innovative technology has resulted in the development and deployment of leading-edge Explosives Trace Detectors. Our pioneering efforts in the use of non-radioactive ionization methods provide a flexible and expandable technology platform and have enabled our products to rapidly penetrate the aviation security market and truly become a market leader," stated Dr. William McGann, Implant Sciences' CEO. "We are excited about the opportunity to participate in L-3's growth vision with our technology, products, and solutions."
The asset purchase agreement constitutes L-3 as the lead bidder in a sale process being conducted under Section 363 of the U.S. Bankruptcy Code. As the bidder, L-3 will be entitled to a break-up fee and expense reimbursement in certain circumstances, including if it does not prevail as the successful bidder at any subsequent auction. L-3's role as the lead bidder, and the sale itself, are subject to approval by the Bankruptcy Court.
In connection with the sale, IMSC and its subsidiaries today filed voluntary petitions under Chapter 11 of the US Bankruptcy Code in the Bankruptcy Court for the District of Delaware. IMSC intends to seek and obtain customary relief from the bankruptcy court to permit it to continue to operate its business in the ordinary course without interruption during the sale period. In addition, IMSC has obtained commitments for debtor-in-possession financing of approximately $5.7 million, which is subject to approval of the court.
The company intends to use the cash from the sale of the ETD asset to pay its creditors and continue on with the strategic plan as previously communicated to its shareholders.
IMSC is being advised by Chardan Capital markets LLC1 and Noble Financial Capital Markets as its financial advisors and Willkie Farr & Gallagher LLP as legal counsel.
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L-3 Agrees to Acquire Implant Sciences Explosives Trace Detection Assets
-- Leader in the Design and Manufacture of Explosives Trace Detection (ETD) Systems and Sensors for Homeland Security and Defense Markets --
WILMINGTON, Mass., Oct. 10, 2016 /PRNewswire/ -- Implant Sciences (IMSC) announced today that it has entered into an asset purchase agreement to sell the explosives trace detection (ETD) assets to L-3 Communications (NYSE: LLL) for $117.5 million in cash, plus the assumption of specified liabilities. Following the proposed acquisition, the assets will be integrated into L-3's Security & Detection Systems division within its Electronic Systems segment.
Pursuant to the terms of the agreement, L-3 will acquire the worldwide rights to the QS-B220 desktop and the QS-H150 handheld ETD systems as well as all other product and technology assets of Implant Sciences. Over 5,000 of IMSC's non-radioactive ion mobility spectrometry systems have been deployed in more than 70 nations for aviation security, infrastructure protection, mass transit security, military operations, VIP protection, and corporate security. The company's ETD systems have received approvals and certifications from several international regulatory agencies including the US Transportation Security Administration (TSA), the European Civil Aviation Commission (ECAC) and the Ministry of Public Safety in China. In September 2016, the TSA placed a delivery order for an additional 1,353 of the QS-B220 systems and related supplies.
"Implant Sciences' innovative technology has resulted in the development and deployment of leading-edge Explosives Trace Detectors. Our pioneering efforts in the use of non-radioactive ionization methods provide a flexible and expandable technology platform and have enabled our products to rapidly penetrate the aviation security market and truly become a market leader," stated Dr. William McGann, Implant Sciences' CEO. "We are excited about the opportunity to participate in L-3's growth vision with our technology, products, and solutions."
The asset purchase agreement constitutes L-3 as the lead bidder in a sale process being conducted under Section 363 of the U.S. Bankruptcy Code. As the bidder, L-3 will be entitled to a break-up fee and expense reimbursement in certain circumstances, including if it does not prevail as the successful bidder at any subsequent auction. L-3's role as the lead bidder, and the sale itself, are subject to approval by the Bankruptcy Court.
In connection with the sale, IMSC and its subsidiaries today filed voluntary petitions under Chapter 11 of the US Bankruptcy Code in the Bankruptcy Court for the District of Delaware. IMSC intends to seek and obtain customary relief from the bankruptcy court to permit it to continue to operate its business in the ordinary course without interruption during the sale period. In addition, IMSC has obtained commitments for debtor-in-possession financing of approximately $5.7 million, which is subject to approval of the court.
The company intends to use the cash from the sale of the ETD asset to pay its creditors and continue on with the strategic plan as previously communicated to its shareholders.
IMSC is being advised by Chardan Capital markets LLC1 and Noble Financial Capital Markets as its financial advisors and Willkie Farr & Gallagher LLP as legal counsel.
I don't remember it being stated verbally, but it was stated here..
http://www.implantsciences.com/zapata-industries-qa/
3. Could it be that trace, without being part of a complimentary X-ray scan, will cause the company to require major capital spending and is a much smaller market than flyboard products?
Answer: Yes. Successful competitors in the aviation industry recognize that major government clients desire integrated solutions, thereby forcing industry consolidation and competitive pricing. ETD is only one component, albeit a vital one, of that solution, and when we compete in the market place for aviation business, we typically partner with firms that bring more of the Explosive Detection Systems solutions to the offering such as X-Ray, etc. For Implant Sciences to remain competitive and grow the business, we would have to acquire or invest in technologies that provide the integrated solution. There is definitely more opportunity to grow margin through selling networked solutions with recurring revenues centered around high-technology product platforms vs. selling discrete products that otherwise quickly become commoditized through aggressive price competition.
You have to wonder why Morpho was on the QPL in the first place if their equipment didn't meet their TSA's needs. Why let them bid? That has perplexed me since I saw the rebuttal, Again, past history.
I think you are mostly correct there...although you have to wonder why IMSC bid the way the did on the initial order.. IDIQ. There were three bidders, with Morpho being the low bidder. Smiths and IMSC were either second or third ( highest ) with bid price. If IMSC didn't know what the other bids were going to be, why did they bid so low? Industry knowledge? I presume they could have successfully bid quite a bit higher for multiple reasons...but they didn't. Anyway, water under the bridge.
That was actually one hell of a quarter. The first quarter was the previous record quarter @ $14.93M. And they were EBITDA positive that quarter. 2nd quarter, $10.29M, 3rd quarter $10.923M and 4th quarter $17.453M.
Here's the gist of it.......
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Registrant anticipates reporting net loss of approximately $10,655,000 on revenues of approximately $53,061,000 for the fiscal year ended June 30, 2016 as compared to a net loss of $21,743,000 on revenues of approximately $12,991,000 for the corresponding prior year period. A more detailed discussion of results of operations will be included in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K to be filed.
The filing type is an NT filing, not EXT. The link below shows the various times they filed the NT, requiring an extension. They are way behind schedule as the last 8-K had a statement in it that they wanted Zapata bought by the end of this month. Obviously not going to happen in that there hasn't even been a proxy sent out.
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001068874&type=nt&dateb=&owner=exclude&count=40
They can file an EXT...extension. They have done that in the past if you look at their previous years of filings. Strange times...
It is worth $400K. Someone posted this last week,
Transaction Information
IDV Type: FSS Prepared Date: 09/15/2016 07:51:25 Prepared User: 00.F.SYSTEMADMIN@GSA.GOV
IDV Status: Final Last Modified Date: 09/15/2016 07:51:28 Last Modified User: 00.F.SYSTEMADMIN@GSA.GOV
Document Information
Agency
Procurement Identifier Modification No
IDV ID:
4730
Agency ID Lookup
GS07F0490U
PA0020REASSIGNMENT
Referenced IDV ID:
Indefinite Delivery Vehicle Procurement ID Lookup
Reason For Modification:
OTHER ADMINISTRATIVE ACTION
Reason For Modification Lookup
Solicitation ID:
Agency Identifier Main Account Sub Account
Initiative
Treasury Account Symbol:
Dates Amounts
Date Signed (mm/dd/yyyy) :
09/15/2016
Effective Date (mm/dd/yyyy) :
09/15/2016
Last Date to Order (mm/dd/yyyy) :
07/31/2018
Current Total
Action Obligation:
$0.00
$0.00
Base And All Options Value:
$0.00
$400,000.00
The $161 million IDIQ has been extended by 6 months....
The purpose of Modification P00005 is to extend the ordering period by 6-months. Therefore, the ordering period is changed from 11/12/2014 - 10/09/2016 to 11/12/2014 - 04/09/2017.
https://www.fpds.gov/ezsearch/search.do?q=implant+sciences+corporation&s=FPDSNG.COM&templateName=1.4.4&indexName=awardfull&sortBy=SIGNED_DATE&desc=Y
Hubba...2008 was the year ( nearly 8 years ago ) that IMSC got involved with DMRJ....the previous poster doesn't seem willing or is unable to understand that Platinum and DMRJ are one and the same. And you are correct.....McGann wasn't even in the picture at that time. He was Chief Security Officer at G.E. until 2010 and with United Technologies until he joined IMSC in 2012.
Taken from an annual report......On December 10, 2008, we entered into a note and warrant purchase agreement with DMRJ Group LLC (“DMRJ”) pursuant to which we issued a senior secured convertible promissory note in the principal amount of $5,600,000 and a warrant to purchase 1,000,000 shares of our common stock.
As a previous poster noted....you don't define what a good deal and a bad deal are. You repetitive statement about voting NO to a bad deal would mean something if you defined the deals...backed up by numbers. If you don't define the values, your statement is simply meaningless.
I think the total units is for 1,353 plus an option to buy an additional 2,073 units for a total of 3,426 units. I could be wrong, but that would make more sense for the $71.3 total. But you are right....this is what the buyer of IMSC was waiting for and further news should be coming fairly soon.
If you hit the view button, you will see this...the initial order is for $24 million....they may not exercise the option to take all the units, but they at least have put a potential value of $71.3 million out there.
Action Obligation:
$24,435,180.00
Base And Exercised Options Value:
$24,435,180.00
Base And All Options Value:
$71,329,320.00
Fee Paid for Use of IDV:
$0.00
Well, look what we have here. Huge order from TSA! $71.3 million smackeroos!
https://www.fpds.gov/ezsearch/search.do?q=implant+sciences+corporation&s=FPDSNG.COM&templateName=1.4.4&indexName=awardfull&sortBy=SIGNED_DATE&desc=Y
The purpose of this delivery order is to purchase Explosive Trace Detection (ETD) systems; initially 1,353 ETD systems with warranty and optional CLINs of up to 2,073 with warranty.
Already been posted...they got that award back in April...
http://www.4-traders.com/IMPLANT-SCIENCES-CORPORAT-408772/news/Implant-Sciences-Receives-the-2016-DHS-Small-Business-Achievement-Award-22351234/
Poker, Sorry I jumped the gun with my response. Onwards and upwards!
Looking at your statement again, it looks like the statement says approval of the proceeds, not the actual sale of the business. I'm in the field, so I can't check more at this time.
Ok.....thanks for pointing that out.
I don't think you get to vote on the ETD sale. You do on the Zapata deal, but not the ETD sale. You can do more checking of that statement, but the only time I saw mention of a vote...in the PR's... it was for the Zapata deal.
Interesting that the Office Of Procurement Operations ( a department of Homeland Security ) would give IMSC a brand new definitive contract for a High Throughput In-Line ETD screener worth $2.2 million just a couple of weeks ago. Certainly doesn't support some statements about a lack of Homeland Security trust in IMSC.
https://www.fpds.gov/ezsearch/search.do?q=implant+sciences+corporation&s=FPDSNG.COM&templateName=1.4.4&indexName=awardfull&sortBy=SIGNED_DATE&desc=Y
Yeah, it was fixed for a while....then the hackers put it right back to where it was. Same folks who had control of the board before. It appears Yahoo will have to something a little more forceful to deter these people.
Try this one...if that doesn't work, simply go to SEC filings for IMSC and filter for Form 4's. Very simple.
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001068874&type=4&dateb=&owner=include&count=40
Being given or selling options requires a form 4 to be issued...here are all the form 4's issued. Peruse through them and let us know when some options were sold.
https://dc.aws-sec.akadns.net/cgi-bin/browse-edgar?action=getcompany&CIK=0001068874&type=4&dateb=&owner=include&count=40
New $2.2 million order for High throughput ETD screener. Looks like a R&D project.
https://www.fpds.gov/ezsearch/search.do?q=implant+sciences+corporation&s=FPDSNG.COM&templateName=1.4.4&indexName=awardfull&sortBy=SIGNED_DATE&desc=Y
High Throughput In-line ETD Screener
IGF::OT::IGF
End of September ( 2016 end of fiscal year )...they have 90 days to report after the end of the fiscal year, June 30th.
Interesting Airbus statement...George Jetson stuff...
http://www.foxnews.com/leisure/2016/08/18/airbus-has-wild-plan-to-introduce-flying-cars-to-combat-traffic/
All they have to do is pay IMSC $350K to get out of the deal. A mere pittance if a better deal were to come along.
Legal problems will have to be resolved ( including Gerszberg problems ) prior to this deal being consummated.
(x) neither the Company nor Zapata shall be subject to any litigation or threatened litigation that could, in the reasonable discretion of the other party, cause a material adverse effect on the Company’s or Zapata’s business, respectively, following the closing of the Zapata Acquisition or that seeks to prevent such closing;
https://dc.aws-sec.akadns.net/Archives/edgar/data/1068874/000106887416000095/imsc160722_8k.htm
The transcript from the last CC..
https://dc.aws-sec.akadns.net/Archives/edgar/data/1068874/000106887416000099/imsc160810_ex99z2.htm
Here it is....from the filing...
Among other customary closing conditions, the closing of the Zapata Acquisition would be subject to the following closing conditions: (i) the negotiation and execution of a definitive agreement for the Zapata Acquisition; (ii) completion by both parties of their due diligence review; (iii) the Company shall have repaid all of its outstanding indebtedness, so that it is debt free, (iv) no material adverse change in Zapata's business, operations, prospects or financial condition; (v) the Company at the time of closing shall have cash in hand of $20,000,000 after paying the $15,000,000 purchase price; (vi) the Company shall have re-domesticated from Massachusetts to Delaware; (vii) the board of directors of the Company shall consist of seven individuals, all of whom shall be approved by Zapata, including three directors appointed by the Company, one of whom shall be Robert Liscouski, currently the Company's President and Director, who shall serve as the Chairman of the Board and as an executive officer of the Company following the closing of the Zapata Acquisition; (viii) the Company shall have completed any required SEC or other regulatory review and obtained all required shareholder, governmental and court approvals; (ix) the Company shall have adopted a new equity incentive plan; (x) neither the Company nor Zapata shall be subject to any litigation or threatened litigation that could, in the reasonable discretion of the other party, cause a material adverse effect on the Company's or Zapata's business, respectively, following the closing of the Zapata Acquisition or that seeks to prevent such closing; (xi) the Company shall have entered into a new employment agreement with Franky Zapata and shall have entered into good faith negotiations for entry into employment agreements with Seth Gerszberg and Robert Liscouski; (xii) Zapata shall have completed, and provided to the Company, all required audits; (xiii) Zapata shall have completed any required regulatory review and obtained all required shareholder, governmental and third party consents, including the consent of the French government, if required; and (xiv) the stockholders of Zapata shall have entered into non-competition agreements with the Company for a period of four years (in addition to any obligations under employment agreements).
You sent your questions to this e-mail address, right?
ir_imsc@implantsciences.com
Conference call today after closing...
http://phx.corporate-ir.net/phoenix.zhtml?c=88760&p=irol-news
Why does the Delaware situation bother you? 60% of Fortune 500 companies are based there and 75% of IPO's are based there.
http://www.newsworks.org/index.php/local/brandywine-to-broad/18206-why-do-so-many-corporations-choose-to-incorporate-in-delaware