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Abtech Holdings, Inc. Reports Third Quarter and Nine Month 2012 Financial Results

AbTech Confirms First 2 Municipalities Intend to Proceed with P3s

SCOTTSDALE, Ariz., Nov. 14, 2012 /PRNewswire/ -- Abtech Holdings, Inc. (OTCQB: ABHD) ("AbTech" or the "Company"), a developer and manufacturer of patented innovative environmental technologies addressing issues of water pollution and contamination, today reported financial results for its third quarter ended September 30, 2012.  During the quarter, the Company continued to fortify its balance sheet in anticipation of material order flow, closing a $3.7 million equity raise, the proceeds from which were available for debt repayment. Year-to-date, AbTech has reduced its total convertible debt outstanding by approximately $5.0 million.  During the third quarter 2012, the Company also

  • Received two notable awards recognizing the SmartSponge® as an effective filtration technology by Artemis Top 50 Water Tech Listing™ and by the international shale oil & gas industry as a "Technological Breakthrough of the Year" for use as a pre-treatment to remove oil and other contaminants from frac and produced water at natural gas production sites,
  • Increased its business development team and marketing efforts,
  • Strengthened its Advisory and Board of Directors with notable industry leaders and strategic experts,
  • Identified material production cost savings and opportunities for significant capacity increase at minimal cost,
  • Received a Notice of Allowance from the Canadian Intellectual Property Office for an additional patent for its SmartSponge® technology, and
  • Accomplished the release of an independent, five-year "end of pipe" study by the town of Babylon (Long Island Sound) that further verifies the effectiveness of the AbTech Smart Sponge® filtration technology in municipal use.

Importantly, AbTech is announcing today that the first municipalities have notified their intention to proceed with a storm water public-private partnership ("P3") program. Regulatory delays at all levels of government, in part due to an election year, has impacted the timing of certain municipal decisions, however, these delays have now been largely resolved and are leading to substantial increase in activity.

"We have patiently waited to deliver the news of our first municipal public private partnership, and I am pleased to announce that we have had a break-through as two cities have notified us that they are prepared to move forward. As we work to finalize the agreements, we anticipate both resulting in multi-year programs. We expect to finalize the agreements within weeks and once complete, we expect to disclose additional details about the municipalities. We anticipate beginning work on these two agreements before the end of this year. In addition, we are also working with two to three other municipalities that are eager to move forward by year end with storm water P3 programs, but in those situations we anticipate work to begin in early 2013. We estimate a typical smaller municipality should generate ongoing revenues to AbTech of approximately $500,000 to $1.5 million per year, and larger municipalities potentially generating several millions of dollars per year depending on their relative size and demographics," commented Glenn Rink, founder and CEO of AbTech.  "It is also important to note that we are beginning to see signs of success in the produced water market as well, and as of today, AbTech has a pipeline of over 50 opportunities in that market, 10 of which are in advanced discussions."

AbTech reported third quarter 2012 revenues of $81,000 in legacy storm water product sales from previous distributors or customers outside of the Waste Management relationship.  This revenue level compares to revenue of $125,000 for the comparable three month period of 2011 and $240,000 for the second quarter of 2012.  The decrease in revenue reflects the Company's strategy to direct its business development and engineering resources to focus on large volume opportunities with strategic distributors and customers. 

The Company believes it will achieve significant revenue growth in each of these markets and, as recently as today, has been notified that the first two municipalities are prepared to proceed with their storm water management program. There are currently over 80 municipalities in various stages of discussions with AbTech regarding its products, services and P3s.  In both the industrial waste water and produced water markets, the Company has designed multiple systems to treat different flow rates and currently has several proposals outstanding.  The Company continues to expect significant sales growth in the fourth quarter of 2012 and into 2013 as new projects being pursued in storm water, industrial waste water and produced water markets begin to generate revenues. It is important to note, that although AbTech believes it is near the point of receiving long awaited orders, it is unlikely that its projection of $17 to $20 million in revenue and/or purchase orders will be met in 2012.  While the customers/projects that formed the basis for the prior guidance are all still moving forward, the process has been slower than the Company had anticipated.  AbTech anticipates that the expected orders underlying its earlier guidance that are not received by this current year end will materialize in early 2013.  During 2013, AbTech intends to provide a greater transparency on its business activity level related to sales in the following categories: revenue, backlog and project pipeline.

The Company reported a net loss attributable to controlling interest of $(3.0) million or $(0.06) per basic share for the third quarter of 2012, which included an expense of $554,000 for the valuation of the warrant liability, compared to the previous year's third quarter net loss attributable to controlling interest of $(731,000) or $(0.02) per basic share and the second quarter 2012 net loss of $(2.4) million or $(0.05) per basic share, which included a gain of $238,000 attributed to the valuation of the warrant liability.  During the third quarter 2012, AbTech reported a loss from operations of $(1.2) million compared to $(905,000) during the prior year's third quarter and a loss from operations of $(1.5) million during second quarter of 2012.  

For the three months ended September 30, 2012, AbTech's gross profit on revenue totaled $12,000, yielding a gross margin of 15 percent, compared to a gross margin of 13 percent in the three months ended September 30, 2011 and 36 percent for the second quarter of 2012.  Current gross margins reflect low production levels as fixed overhead costs are absorbed over a relatively small base.  At full capacity, the Company anticipates gross margins in excess of 50 percent.

Operating expenses during the third quarter of 2012 totaled $1.2 million, an increase of approximately $294,000 or 32 percent over the third quarter of 2011 and a decrease of $361,000 or 23 percent over the second quarter of 2012. The year-over-year increase in operating expenses was primarily attributed to rising selling, general and administrative ("SG&A") expenses due to an expanded business development effort that included hiring additional business development employees and government affairs consultants (at federal/state/local levels), as well as increasing overall marketing to include participation in more trade show events. The sequential quarterly decrease in operating expenses primarily reflects a reduction in research and development expense as testing was completed on several new product designs. While AbTech anticipates a continued increase in operating expenses going forward, such increases will be closely managed and timed to revenue growth to maximum operating margins.

Interest expense for the three months ended September 30, 2012 totaled $1.5 million compared to $57,000 during the third quarter of 2011 and interest expense of $1.3 million in the second quarter of 2012.  The increase in interest expense in the third quarter of 2012 reflects $208,000 of interest accrued on the convertible promissory notes issued by AbTech from July 2011 through February 15, 2012; $439,000 of interest related to the amortization of the note discount created by the bifurcation of the warrant liability at the times these notes were issued; $545,000 for interest expense resulting from the amortization of the note discount created by the bifurcation of the beneficial conversion feature inherent in the convertible promissory notes issued in February 2012; and $264,000 for the amortization of the deferred financing costs related to the private offerings in which the convertible promissory notes were sold.

For the nine months ended September 30, 2012, AbTech reported revenues of $561,000, a 109 percent increase compared to the same period in 2011. Net loss attributable to controlling interest totaled $(8.2) million or $ (0.17) per basic share, which included an expense of $1.2 million for valuation of the warrant liability, compared to $(3.8) million or $(0.09) per basic share for the same period in 2011. Operating loss for the first nine months of 2012 totaled $(3.7) million versus $(2.6) million for the first nine months of 2011.

At September 30, 2012, the Company reported a cash and cash equivalents balance of $3.6 million, accounts receivable of $213,000 and inventory of $413,000.  Total assets during the first nine months of 2012 increased approximately $1.9 million to $4.5 million.  On September 30, 2012, the Company's short term debt totaled approximately $4.6 million, net of discounts, and long term debt totaled approximately $1.8 million.   Total debt was reduced by $1.1 million during the quarter and further reduced by $3.1 million subsequent to quarter end. As of October 31, 2012, the principal amount of short term debt outstanding was $2.0 million.  Since December 31, 2011, the Company has reduced its total convertible debt outstanding by approximately $5.0 million, requiring only approximately $300,000 of capital to retire debt of holders that opted not to convert into the Company's common stock.

As of September 30, 2012, AbTech had approximately 57.5 million shares of common stock outstanding, an increase of 10.3 million shares from year end 2011, predominantly due to the conversion of both its convertible notes and the Series A preferred stock of the Company's subsidiary, AbTech Industries, into common stock of the Company and the conversion of various convertible notes issued by the Company and its subsidiary. The Company's fully diluted shares totaled approximately 91.3 million (inclusive of all options, some of which are performance based, warrants, convertible preferred stock of subsidiary and convertible debt), which upon the conversion of all options and warrants, the Company would receive approximately an additional $10 million.

Mr. Rink concluded, "During the quarter, we have been preparing to effectively handle the large order flow anticipated to commence before the end of the year.  With an enhanced balance sheet, highly connected thought-leaders on our advisory team, expanded business development and marketing effort, a path towards a significant increase in manufacturing capacity, and a mindful eye towards tight cost controls, we will be fully able to effectively meet the demand we have long been anticipating.  We believe that today marks the beginning of our business traction. We eagerly look forward to these next few months, as we work to deliver material order flow in all three of our target markets." 

Conference Call Details:

Date/Time:                                 Thursday, November 15, 2012—11:00 a.m. (ET)
Telephone Number:                   888-713-4209
International Dial-In Number:    617-213-4863
Participant Pass code:               21263538

Internet Access:                             www.abtechindustries.com or www.earnings.com

It is recommended that participants phone-in at least 10 minutes before the call is scheduled to begin. Participants may pre-register for the call at: 
https://www.theconferencingservice.com/prereg/key.process?key=PK486E6JR

Pre-registrants will be issued a pin number to use when dialing into the live call which will provide quick access to the conference by bypassing the operator upon connection. A replay of the conference call in its entirety will be available approximately one hour after its completion by dialing 888-286-8010 (U.S.), 617-801-6888 (International) and entering the pass code 14535926 and on the Internet at www.earnings.com.

Investor Contact:
Yvonne L. Zappulla
Managing Director
Grannus Financial Advisors, Inc.
212-681-4108
[email protected]

or

Lane J. Castleton
Chief Financial Officer
Abtech Holdings, Inc.
480-874-4000
[email protected]

ABOUT ABTECH HOLDINGS, INC. (OTCBB: ABHD) AND ABTECH INDUSTRIES, INC.

AbTech Industries, Inc. (a subsidiary of AbTech Holdings Inc.) is a full-service environmental technologies and engineering firm dedicated to providing innovative solutions to communities, industry and governments addressing issues of water pollution and contamination. Its products are based on polymer technologies capable of removing hydrocarbons, sediment and other foreign elements in stormwater runoff (ponds, lakes and marinas), flowing water (curbside drains, pipe outflows, rivers and oceans), and industrial process and wastewater. AbTech's offerings include the ground-breaking new antimicrobial technology called Smart Sponge® Plus. This technology is effective in reducing coliform bacteria found in stormwater, industrial wastewater, and municipal wastewater. Smart Sponge® Plus is registered with the Environmental Protection Agency (Registration #86256-1). AbTech's teams of water treatment technology experts, civil and environmental engineers, and field operations specialists develop solutions to improve the quality of our limited water resources. AEWS Engineering (a subsidiary of Abtech Holdings, Inc.), is an independent engineering civil and environmental engineering firm partnered with top research and engineering universities. By focusing on bringing new engineering and technology innovation to the water infrastructure sector, AEWS is positioned to be at the forefront of stormwater Best Management Practices development and to deliver the latest in design excellence to its customers. For more information please visit www.abtechindustries.com. More information on AEWS Engineering can be found at www.aewsengineering.com.

This news release contains "forward-looking statements" which are not purely historical and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

 

*** Financial Statements Follow ***

 

ABTECH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS



   September 30, 2012





(Unaudited)


December 31, 2011

ASSETS




Current assets:





    Cash and cash equivalents                       

$         3,577,436


$           1,386,502


    Accounts receivable – trade, net

213,108


108,170


    Accounts receivable – related party, net

-


2,032


    Inventories, net

413,155


528,009


    Deferred charges, net

77,778


439,203


    Prepaid expenses and other current assets

56,263


37,988


Total current assets

4,337,740


2,501,904







 Fixed assets, net

74,006


49,485


Security deposits

33,940


17,977


Deferred charges, net

7,424


15,020


Total assets

$          4,453,110


$       2,584,386





LIABILITIES & STOCKHOLDERS' DEFICIENCY




Current liabilities:





    Accounts payable

$             342,796


$          483,879


    Accounts payable – related party

29,813


29,703


    Loans from shareholders

9,000


9,000


    Convertible promissory notes, net of discounts

4,075,759


3,758,082


    Convertible promissory notes – related party, net of discounts

500,000


578,681


    Capital lease obligation – current portion

3,678


-


    Customer deposits

41,724


38,505


    Accrued interest payable

358,507


126,232


    Accrued expenses

141,132


122,790

Total current liabilities        

5,502,410


5,146,872





Due to related party

97,571


101,524

Convertible promissory notes

121,000


155,000

Convertible promissory notes – related party

1,710,000


1,881,000

Capital lease obligation – noncurrent portion

7,921


-

Warrant liability

2,652,234


498,976


Total liabilities

10,091,136


7,783,372





Commitments and contingencies








Stockholders' deficiency





    Common stock, $0.001 par value; 300,000,000 authorized shares;





           57,491,386 and 47,160,435  shares issued and outstanding at





           September 30, 2012 and December 31, 2011, respectively

57,492


47,160


    Additional paid-in capital

32,802,031


24,651,344


    Non-controlling interest

(2,111,230)


(1,674,105)


    Accumulated deficit

(36,386,319)


(28,223,385)


Total stockholders' deficiency

(5,638,026)


(5,198,986)


Total liabilities and stockholders' deficiency

$         4,453,110


$        2,584,386

 

ABTECH HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 



Three Months ended

September 30


Nine Months ended

September 30



2012


2011


2012


2011










Net revenues


$   81,208


$   124,608


$    561,000


$     268,619










Cost of revenues


69,327


108,874


379,606


310,333

Gross profit (loss)


11,881


15,734


181,394


(41,714)










Operating expenses









   Selling, general and administrative


1,038,372


736,844


3,268,476


2,090,123

   Research and development


176,559


184,117


600,249


445,120

Total operating expenses


1,214,931


920,961


3,868,725


2,535,243










Operating loss


(1,203,050)


(905,227)


(3,687,331)


(2,576,957)










Other income (expense)









   Interest expense


(1,480,123)


(57,127)


(3,706,958)


(1,711,964)

   Gain on extinguishment of debt


-


115,000


-


115,000

   Gain (loss) on valuation of warrant liability


(553,536)


-


(1,232,291)


-

   Other income (expense)


25,421


1


26,521


90

Total other income (expense), net


(2,008,238)


57,874


(4,912,728)


(1,596,874)










Net loss before income taxes


(3,211,288)


(847,353)


(8,600,059)


(4,173,831)










Provision for income taxes


-


-


-


-










Net loss


(3,211,288)


(847,353)


(8,600,059)


(4,173,831)










Net loss attributable to non-controlling interest


(172,289)


(116,469)


(437,125)


(365,173)










Net loss attributable to controlling interest


$(3,038,999)


$(730,884)


$(8,162,934)


$(3,808,658)



















Basic and diluted loss per common share


$           (0.06)


$           (0.02)


$         (0.17)


$       (0.09)

 

Basic and diluted weighted average number of shares outstanding


 

51,481,822


 

47,112,637


 

49,381,008


 

43,194,804










SOURCE Abtech Holdings, Inc.

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