Exhibit 99 CompuDyne Reports GAAP Earnings Per Share of $0.10 for 2006 First Quarter - Adjusted Earnings Per Share, Excluding Stock Option Expense, Was $0.13 - Company's Recovery is Taking Hold ANNAPOLIS, Md.--(BUSINESS WIRE)--April 27, 2006--CompuDyne Corporation (Nasdaq:CDCY), an industry leader in sophisticated security products, integration and technology for the public security markets, today reported net income of $0.10 per share for the first quarter of 2006, compared to a loss of $0.04 per share reported in the first quarter of 2005. Revenues in the first quarter of 2006 were $40.5 million, up from $36.3 million in the first quarter of 2005. Expenses in the first quarter of 2006 included $255 thousand in non-cash stock option expense. Earnings per share before this non-cash charge was $0.13. Institutional Security Systems revenue was $13.4 million in the first quarter of 2006 compared to $15.7 million in the first quarter of 2005. Pre-tax income declined from $1.2 million in the 2005 first quarter to $0.1 million in the 2006 first quarter. First quarter 2006 revenues and earnings were negatively impacted by delays in the start of some projects. Legal costs remained high at $138 thousand for the quarter as we continue to pursue recoveries on prior year contract losses. Attack Protection revenue was $11.7 million in the first quarter of 2006, up 69.4% compared to $6.9 million in the first quarter of 2005. Pre-tax income improved from $499 thousand in the 2005 first quarter to a pre-tax income of $1.2 million in the 2006 first quarter. The Norshield brand business, which supplies bullet, blast and attack resistant windows and doors as well as vehicle barrier systems, benefited from sharply increased backlogs as well as from significant progress made during 2005 in reducing costs and improving quality. The Fiber SenSys ("FSI") brand business, which is one of the world's largest supplier of fiber optic based perimeter alarm systems, continued to be negatively impacted by delays in military tests of important new products. This process is now substantially behind us and FSI is expected to have much improved results during the balance of the year. Public Safety & Justice ("PS&J") revenues increased to $11.8 million in the first quarter of 2006 compared to $11.7 million in the first quarter of 2005. Pre-tax results for PS&J in the first quarter of 2006 were breakeven compared to a loss of $482 thousand in the first quarter of 2005. While PS&J started the year with improved backlogs, they are still not at levels necessary for adequate profitability, although the pipeline of prospective new business is sharply higher. In addition, the decision was made in 2005 to significantly accelerate the research and development effort to migrate to a full Service Oriented Architecture and .NET based product suite, a commitment which is expected to negatively impact PS&J income in 2006 by $2.5 million but which will materially improve future revenues and margins. The late 2005 acquisition of Xanalys, with one of the country's foremost suites of investigative and case management software, is being introduced to PS&J's client base, and had an important sale to the Australian Department of Defense in the first quarter of 2006. During the first quarter of 2006 PS&J moved its headquarters to Pleasanton, California, a move that should both increase the efficiency and effectiveness of its headquarters operations. Integrated Electronic Systems revenue was $3.6 million in the first quarter of 2006 compared to $2.0 million in the first quarter of 2005 and resulted in pre-tax income of $184 thousand for the first quarter of 2006 compared to breakeven results for the first quarter of 2005. The re-bid of the Bureau of Engraving & Printing contract, occasioned by a protest filed by the previous incumbent, remains unresolved. For the first quarter of 2006, our corporate pre-tax loss totaled $0.9 million. Full year audit and costs related to compliance with Section 404 of Sarbanes-Oxley are expected to be far below 2005 levels. While backlogs declined during the first quarter of 2006, by $19.7 million to $128.5 million, quoting and bidding activity levels continue much higher than in recent years. While the Company does not provide estimates of future results, we do expect the second quarter of 2006 to generate positive results. Certain statements made in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including those statements concerning the Company's expectations with respect to future operating results and other events. Although the Company believes it has a reasonable basis for these forward-looking statements, these statements involve risks and uncertainties that cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors which could cause actual results to differ from expectations include, among others, capital spending patterns of the security market and the demand for the Company's products, competitive factors and pricing pressures, changes in legislation, regulatory requirements, government budget problems, the Company's ability to secure new contracts, the ability to remain in compliance with its bank covenants, delays in government procurement processes, inability to obtain bid, payment and performance bonds on various of the Company's projects, technological change or difficulties, the ability to refinance debt when it becomes due, product development risks, commercialization difficulties, adverse results in litigation, the level of product returns, the amount of remedial work needed to be performed, costs of compliance with Sarbanes-Oxley requirements and the impact of the failure to comply with such requirements, risks associated with internal control weaknesses identified in complying with Section 404 of Sarbanes-Oxley, the Company's ability to realize anticipated cost savings, the Company's ability to simplify its structure and modify its strategic objectives, and general economic conditions. Risks inherent in the Company's business and with respect to future uncertainties are further described in its other filings with the Securities Exchange Commission, such as the Company's Form 10-K, Form 10-Q, and Form 8-K reports. COMPUDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, ASSETS 2006 2005 ---------- ------------ (dollars in thousands) Current Assets Cash and cash equivalents $ 9,647 $ 6,938 Marketable securities 6,522 11,429 Cash and marketable securities - pledged 440 - Accounts receivable, net 32,741 39,625 Contract costs in excess of billings 11,994 13,764 Inventories 6,556 6,195 Prepaid expenses and other 2,318 2,809 ---------- ------------ Total Current Assets 70,218 80,760 Cash and marketable securities - pledged 6,004 - Property, plant and equipment, net 9,548 9,962 Goodwill 26,846 26,846 Other intangible assets, net 8,157 8,221 Other 807 903 ---------- ------------ Total Assets $ 121,580 $ 126,692 ========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities $ 19,039 $ 23,030 Billings in excess of contract costs incurred 11,315 13,847 Deferred revenue 8,688 8,094 Current portion of notes payable 440 440 ---------- ------------ Total Current Liabilities 39,482 45,411 Notes payable 3,125 3,125 Convertible subordinated notes payable, net 39,352 39,305 Deferred tax liabilities 2,060 2,060 Other 328 369 ---------- ------------ Total Liabilities 84,347 90,270 ---------- Commitments and Contingencies Shareholders' Equity 37,233 36,422 ---------- ------------ Total Liabilities and Shareholders' Equity $ 121,580 $ 126,692 ========== ============ COMPUDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2006 2005 ----------- ---------- (in thousands, except per share data) Revenues $ 40,470 $ 36,306 Cost of sales 27,961 23,923 ----------- ---------- Gross profit 12,509 12,383 Selling, general and administrative expenses 9,736 10,027 Research and development 1,767 2,111 ----------- ---------- Income from operations 1,006 245 ----------- ---------- Total other expense, net 383 564 ----------- ---------- Income (loss) before income taxes 623 (319) Income tax benefit (184) - ----------- ---------- Net income (loss) $ 807 $ (319) =========== ========== Income (loss) per share: - ------------------------ Basic income (loss) per common share $ .10 $ (.04) =========== ========== Weighted average number of common shares outstanding 8,119 8,163 =========== ========== Diluted income (loss) per common share $ .10 $ (.04) =========== ========== Weighted average number of common shares and equivalents 8,159 8,163 =========== ========== COMPUDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL DATA (in thousands, unaudited) Three Months Ended March 31, 2006 2005 ---------- --------- Revenues Institutional Security Systems $ 13,355 $ 15,732 Attack Protection 11,684 6,898 Integrated Electronic Systems 3,587 2,019 Public Safety and Justice 11,844 11,657 ---------- --------- $ 40,470 $ 36,306 ========== ========= Three Months Ended March 31, 2006 2005 ---------- --------- Pre-tax income (loss) Institutional Security Systems $ 136 $ 1,230 Attack Protection 1,205 499 Integrated Electronic Systems 184 (8) Public Safety and Justice 7 (482) Corporate (909) (1,558) ---------- --------- $ 623 $ (319) ========== ========= March 31, December March 31, 2006 31, 2005 2005 --------- --------- --------- Backlog Institutional Security Systems $ 57,030 $ 58,128 $ 42,700 Attack Protection 20,961 28,802 20,139 Integrated Electronic Systems 6,590 7,503 8,395 Public Safety and Justice 43,874 53,705 44,488 --------- --------- --------- $128,455 $148,138 $115,722 ========= ========= ========= RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in thousands, unaudited) Three Months Ended March 31, 2006 2005 ---------- ---------- Net income (loss) $ 807 $ (319) Interest expense 815 803 Income tax benefit (184) - Depreciation and amortization 795 877 Non-cash stock option expense 255 - ---------- ---------- EBITDA adjusted for non-cash stock option expense (EBITDAS) $ 2,488 $ 1,361 ========== ========== This press release contains unaudited financial information that is not prepared in accordance with generally accepted accounting principals (GAAP). Investors are cautioned that the non-GAAP financial measures are not to be construed as an alternative to GAAP. The Company's management uses earnings before interest, taxes, depreciation and amortization, as adjusted for non-cash stock option expense (EBITDAS), in its internal analysis of results of operations and monitors EBITDAS to evaluate the Company's compliance with certain of its bank covenants. Management believes that EBITDAS is useful to investors as a meaningful comparison between periods and as an analysis of the critical components of the Company's results of operations. Management also believes that EBITDAS is useful to investors because it allows them to evaluate the Company's compliance with certain of its bank covenants. CONTACT: CompuDyne Corporation Investor Relations Geoffrey F. Feidelberg, 410-224-4415 ext.313 investors.relations@compudyne.com