FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended: June 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____to____
Commission file number: 0-22810
MACE SECURITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 030311630
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
160 Benmont Avenue, Bennington, Vermont 05201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 802-447-1503
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___
MACE SECURITY INTERNATIONAL, INC.
INDEX
Page No.
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
Statements of Operations and Accumulated Deficits-
Three Months and Six Months Ended June 30, 1998 and 1997 1
Balance Sheets - June 30, 1998 and December 31, 1997 2
Statements of Cash Flows - Six Months Ended
June 30, 1998 and June 30, 1997 3
Notes to Financial Statements 4
Item 2 - Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II OTHER INFORMATION
Item 1-Legal Proceedings 9
Item 4-Submission of Matters to a Vote of Security Holders 9
Item 6-Exhibits and Reports on Form 8-K 9
SIGNATURES
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MACE SECURITY INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICITS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
$ 691,697 $ 696,354 Net Sales $ 1,361,110 $ 1,378,782
340,643 347,526 Cost of Sales 700,847 697,550
----------- ----------- ----------- -----------
351,054 348,828 Gross Profit 660,263 681,232
Operating expenses:
250,733 135,396 General and Administrative 585,738 366,325
181,897 114,918 Selling 392,641 219,665
----------- ----------- ----------- -----------
(81,576) 98,514 Operating income (loss) (318,116) 95,242
Other income ( expense):
18,676 4,652 Interest income 39,779 7,408
(48,983) (23,517) Interest expense (93,779) (47,280)
66,893 29,137 Other income 88,735 46,800
----------- ----------- ----------- -----------
36,586 10,272 34,735 6,928
----------- ----------- ----------- -----------
Income (loss) before income
(44,990) 108,786 tax expense (283,381) 102,170
1,950 3,481 Income tax expense 3,900 5,437
----------- ----------- ----------- -----------
Income (loss) from continuing
(46,940) 105,305 operations (287,281) 96,733
Income (loss) from discontinued
(375,844) (86,601) operations (559,091) (355,055)
----------- ----------- ----------- -----------
(422,784) 18,704 Net income (loss) (846,372) (258,322)
$(3,653,432) $(1,819,927) Accumulated Deficit, beginning of period $(3,229,844) $(1,542,901)
----------- ----------- ----------- -----------
$(4,076,216) $(1,801,223) Accumulated Deficit, end of period $(4,076,216) $(1,801,223)
=========== =========== =========== ===========
Income (loss) per share common share:
(.01) .01 From continuing operations (.04) .01
(.05) (.01) From discontinued operations (.08) (.05)
----------- ----------- ----------- -----------
(.06) .00 Net income (loss) (.12) (.04)
=========== =========== =========== ===========
Weighted average number
of common shares outstanding
7,081,666 6,825,000 7,081,666 6,825,000
=========== =========== =========== ===========
The accompanying notes are an integral part
of the financial statements.
1
MACE SECURITY INTERNATIONAL, INC.
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1998 1997
(Restated)
ASSETS
Current assets:
Cash and cash equivalents $ 1,206,888 $ 1,146,212
Accounts receivable, less allowance for
doubtful accounts
($79,929, 1998; $113,076; 1997) 1,512,861 1,880,565
Inventories:
Finished goods 761,468 539,894
Work in process 108,819 175,699
Raw material and supplies 537,308 622,586
Prepaid expenses 439,770 314,438
----------- -----------
Total current assets 4,567,114 4,679,394
Net assets of discontinued operations 4,471,970 5,103,851
Property and equipment, net 1,139,955 1,157,126
Intangibles, net 1,701,244 1,791,933
Other assets 245,384 136,362
----------- -----------
Total Assets $12,125,667 $12,868,666
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable 20,744 30,728
Current maturities of long-term debt 118,968 113,210
Accounts payable 363,706 333,735
Accrued liabilities 680,806 548,624
Corporate income taxes payable 14,086 8,000
----------- -----------
Total current liabilities 1,198,310 1,034,297
Long-term debt 1,599,565 1,660,205
----------- -----------
Total liabilities 2,797,875 2,694,502
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share;
authorized 2,000,000 shares; no shares issued
Common stock, par value $.01 per share;
authorized 18,000,000 shares; issued and outstanding
7,081,666 in 1998 and 7,081,666 in 1997 70,817 70,817
Additional paid in capital 13,333,191 13,333,191
Deficit (4,076,216) (3,229,844)
----------- -----------
Total Stockholders' equity 9,327,792 10,174,164
----------- -----------
Total Liabilities and Stockholders' equity $12,125,667 $12,868,666
=========== ===========
The accompanying notes are an integral part
of the financial statements.
2
MACE SECURITY INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
INCREASE (DECREASE) IN CASH
Six Months Ended June 30,
1998 1997
Operating activities:
Net (loss) income $ (846,372) $(258,322)
Adjustments to reconcile net (loss) income to net cash provided by (used in)
operating activities:
Depreciation 51,451 222,385
Amortization 45,343 131,492
Allowance for bad debts 26,594 (598)
Changes in operating assets and liabilities:
Accounts receivable 341,110 361,800
Inventories (69,416) 387,728
Prepaid expenses (125,332) 355
Discontinued operations 631,881
Accounts payable 29,971 (630,670)
Accrued liabilities 132,819 211,745
Corporate income tax payable 6,086 8,024
Other assets (64,313 1,283
---------- ---------
Net cash provided by operating activities 159,822 435,222
---------- ---------
Investing activities:
Purchase of property and equipment (34,280) (48,655)
---------- ---------
Proceeds from sale of property and equipment --
---------- ---------
Net cash used in investing activities (34,280) (48,655)
---------- ---------
Financing activities:
Payment of principal of long-term debt (54,882) (127,706)
Payment of notes payable (9,984)
---------- ---------
Net cash used in financing activities (64,866) (127,706)
---------- ---------
Net increase (decrease) in cash 60,676 (258,861)
Cash:
Beginning of period 1,146,212 345,554
---------- ---------
End of period $1,206,888 $ 604,415
========== =========
The accompanying notes are an integral part
of the financial tatements.
3
MACE SECURITY INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT OPINION
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments, consisting of only normal,
recurring adjustments, necessary to present fairly the financial
position, results of operations and cash flows for the periods
presented. The results of any interim period are not necessarily
indicative of results for the full year. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted. The financial statements should be read in
conjunction with the financial statements and notes thereto for the
year ended December 31, 1997.
2. EARNINGS PER SHARE
Earnings per share on common stock are computed using the weighted
average number of shares of common stock outstanding during each period
presented. The Company adopted Financial Accounting Standard No. 128
for the year ended December 31, 1997. The income/(loss) per common
share for the six months ended June 30, 1998 and 1997 have been
calculated in accordance with this Standard.
3. LONG TERM DEBT
In September 1997, the Company refinanced its long-term debt with the
First National Bank of New England ("FNB") Two term loans totaling
$1,800,000 bearing interest at prime plus 1.50% (10.0% at June 30,
1998) payable in monthly installments of $23,791, including interest,
due October 1, 2007, were obtained. Of the proceeds, $593,750 was used
to pay off the KeyBank National Association ("Key") long-term debt.
Additionally, a $250,000 line of credit bearing interest at prime plus
1% (9.5% at June 30, 1998) was obtained. No amounts were drawn on this
line of credit. The Company paid off the loans to FNB simultaneously
with the closing of the Transaction with Armor Holdings, Inc. and its
wholly-owned subsidiary ("AHI") (See below "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Subsequent
Events").
These facilities included certain dividend restrictions and were
collateralized by the following: (a)assignment of life insurance owned
by the Company on the life of Jon Goodrich, President and Chief Executive
Officer; and (b) first priority security interest in all inventory and
all other assets of the Company. All three facilities were personally
guaranteed by Jon Goodrich, President and Chief Executive Officer of the
Company.
Prior to this refinancing event, promissory notes to TransTechnology
Corporation relating to the acquisition of the assets of Federal
Laboratories, were paid in full with cash from operations.
4. INCOME TAXES
The Company's income tax expense for the three and six months ended
June 30, 1998 represents corporate franchise taxes.
5. COMMITMENTS AND CONTINGENCIES
The Company is not aware of any commitments or contingencies that would
require disclosure.
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6. DISCONTINUED OPERATIONS
As more fully detailed under Management's Discussion and Analysis of
Financial Condition and Results of Operations- Subsequent Events, on
April 2, 1998, the Company entered into an agreement to sell
substantially all of the assets of its Law Enforcement division.
Accordingly, the operating results of its Law Enforcement division have
been segregated from continuing operations and reported as a separate
line item on the statements of operations. The sale was consummated on
July 14, 1998 (See below "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Subsequent Events").
The Company has restated its June 30, 1997 financial statements to
present the operating results of the Law Enforcement division as a
discontinued operation. The assets of the Company's Law Enforcement
division (those assets sold to AHI) have been reflected as net assets of
discontinued operations on the Company's balance sheet at June 30, 1998
and December 31,1997.
The terms of the agreement provided for the sale of the assets of the
Company's Law Enforcement division at the assets' net book value for
fixed assets and intangibles as at December 31, 1997 and, for
inventory, at the net book value on the date of closing. As such, the
Company does not anticipate any material gain or loss on the sale of
the discontinued operations.
The operating results of the Company's discontinued Law Enforcement
division are as follows:
Six Months Ended June 30 1998 1997
----------------------------------------------------------------------------
Net sales $3,892,768 $3,886,392
Cost of sales 2,718,326 2,625,372
---------- ----------
Gross Profit 1,174,442 1,261,020
Operating expenses:
General and administrative 907,878 993,815
Selling 525,655 622,260
---------- ----------
Loss before estimated disposition costs (259,091) (355,055)
Estimated disposition costs (300,000) --
---------- ----------
Net loss from discontinued operations $ (559,091) $ (355,055)
========== ==========
Operating expenses, including general and administrative and selling
costs, have generally been allocated between continuing operations and
discontinued operations consistent with the Company's historical
methodology for allocating such costs between its Consumer and Law
Enforcement divisions.
On June 30, 1998 the Company established a reserve of $300,000 to cover
one-time charges associated with the disposition of the Law Enforcement
division. The primary components of the reserve are severance pay,
legal, accounting and other professional fees and environmental clean
up and disposal costs. Certain general and administrative expenses,
however, including rent and related occupancy costs, which were
historically allocated to the Law Enforcement division, will likely
continue subsequent to the closing date. Such expenses are not material.
The Company has net operating loss carryforwards. To the extent there
is taxable gain resulting from the sale of the assets of the Law
Enforcement division, such carryforwards are expected to offset any
income taxes applicable to the sale.
5
The components of the net assets of discontinued operations, as
included in the Company's balance sheets at June 30, 1998 and December
31,1997, follow:
June 30/December 31 1998 1997
----------------------------------------------------------------------
Inventories $2,176,187 $2,636,526
Property and Equipment 1,410,777 1,540,835
Intangibles 885,006 926,490
---------- ----------
Total net assets $4,471,970 $5,103,851
========== ==========
Accounts receivable and all liabilities of the Law Enforcement division
will be retained by the Company and, as such, are not included as net
assets of discontinued operations.
7. PRO FORMA FINANCIAL INFORMATION
The Company's pro forma financial statements, as illustrated below,
give effect to the sale of the Law Enforcement division as if such
transaction had occurred, for balance sheet purposes, on June 30, 1998
and, for statement of operations purposes, on January 1, 1997. These
pro forma financial statements should be read in conjunction with the
Company's financial statements and related notes. The pro forma
information is not necessarily indicative of the results that would
have been reported had the sale of the Company's Law Enforcement
division actually occurred on the dates specified, nor is it indicative
of the Company's future results.
PRO FORMA CONDENSED BALANCE SHEET
June 30,
1998
Assets
Cash $ 6,328,858
Other current assets 3,360,226
Property and equipment 1,139,955
Intangibles and other 1,946,628
-----------
$12,775,667
===========
Liabilities and Stockholders' Equity
Current liabilities $ 1,079,979
Short term portion of Long-term debt 118,968
Long-term liabilities
Deferred income 650,000
Long-term debt 1,599,565
Stockholders' equity 9,327,155
-----------
$12,775,667
===========
6
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
June 30, June 30,
1998 1997
(6 months) (6 months)
Net sales $1,361,110 $1,378,782
Cost of sales 700,847 697,550
---------- ----------
Gross profit 660,263 681,232
Operating expenses 978,379 585,990
---------- ----------
Operating loss (318,116) 95,242
Other items 34,735 6,928
---------- ----------
Net income (loss) before income taxes (283,381) 102,170
Income tax expense 3,900 5,437
---------- ----------
Net income (loss) $ (287,281) $ 96,733
========== ==========
Net income (loss) per common share (.04) .01
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following can be interpreted as including forward looking statements
under the Private Securities Litigation Reform Act of 1995. Such statements
are typically identified by the words "intends", "plans", "effort",
"anticipates", "believes", "expects", or words of similar import. Various
important factors that could cause actual results to differ materially from
those expressed in the forward looking statements are expressed below and may
vary significantly based on a number of factors including, but not limited
to, the ability of the Company to identify acquisition candidates. Actual
future results may differ materially from those suggested in the following
statements.
The following discussion should be read in conjunction with the accompanying
financial statements and notes thereto.
RESULTS OF CONTINUING OPERATIONS:
Net sales for the three and six month periods ended June 30, 1998 decreased
by 1% in comparison to the identical periods in 1997. For the three and six
months ended June 30, 1998 Consumer division sales declined by $211,508 and
$178,019, respectfully, offset by $148,793 and $143,388 of retail sales of
the Company's Mace Security Centers(TM) which did not exist in the same
periods in 1997.
Gross profit was 50.7% and 48.5% of net sales respectfully for the three and
six month periods ended June 30, 1998 as compared to 50.1% and 49.4% for the
same periods in 1997.
Operating expenses for the three and six month periods ended June 30,
1998 were 62.5% and 71.8% of net sales as compared to 35.9% and 42.5% for the
corresponding periods in 1997.
General and administrative expenses for the three and six months ended June
30, 1998 increased by $104,075 and $115,337, respectfully, over the same
periods in 1997. These increases were principally due to $91,791 and $73,035
of general and administrative expenses of Mace Security Centers(TM) which did
not exist in the same periods in 1997. Additionally, general and
administrative expenses of $13,222 were incurred in the three months ended
June 30, 1998 for the promotion of the Company's franchising program.
Selling expenses for the three and six months ended June 30, 1998 increased
by $105,997 and $66,979 over the same periods in 1997. As with general and
administrative expenses, the principal reasons for the increases were $83,335
and $64,045 of selling expenses of Mace Security Centers(TM) which did not
exist in the same periods in 1997.
7
Other income, net was $34,735 for the three month period ended June 30, 1998
and reflects a nonrecurring gain of $25,300 for the sale of pollution control
credits.
LIQUIDITY AND CAPITAL RESOURCES:
Cash increased by $60,676 during the six months ended June 30, 1998
principally due to accounts receivable collections and increases in accounts
payable and accrued liabilities.
Accounts receivable decreased $367,704 from December 31, 1997 to June 30,
1998 as a result of overall decrease in sales from both continuing and
discontinued operations.
In September 1997, the Company refinanced its long-term debt with the First
National Bank of New England ("FNB") Two term loans totaling $1,800,000
bearing interest at prime plus 1.50% (10.0% at June 30, 1998) payable in
monthly installments of $23,791, including interest, due October 1, 2007,
were obtained. Of the proceeds, $593,750 was used to pay off the Key
long-term debt. Additionally, a $250,000 line of credit bearing interest at
prime plus 1% (9.5% at December 31, 1997) was obtained. No amounts were drawn
on this line of credit. The Company paid off the loans to FNB simultaneously
with the closing of the Transaction with AHI (See below-"Subsequent Events").
These facilities included certain dividend restrictions and are
collateralized by the following: (a) assignment of life insurance owned by
the Company on the life of the current President and Chief Executive Officer;
and (b) first priority security interest in all inventory and all other
assets of the Company. All three facilities are personally guaranteed by the
current President and Chief Executive Officer of the Company. The Company
plans to pay off the loan to FNB simultaneously with the closing of the
Transaction with AHI (See below and "Subsequent Events").
Prior to this refinancing event, promissory notes to TransTechnology
Corporation relating to the acquisition of the assets of Federal
Laboratories, was paid in full with cash from operations.
SUBSEQUENT EVENTS:
On April 2, 1998, the Company entered into an agreement (the "Purchase
Agreement") with Armor Holdings, Inc. and its wholly-owned subsidiary ("AHI")
for the sale of substantially all of the assets of the Company's Law
Enforcement division to AHI (the "Transaction"). The terms of the Purchase
Agreement require that, in conjunction with the sale of assets, the Company
license to AHI the use of Mace(R) and related trademarks and a patent for use
by AHI in the Law Enforcement market only. The Transaction closed on July 14,
1998.
The Company applied $1,724,725 of the purchase price received to pay off the
amount due to FNB under its term loans (See Note 3 to "Notes to Financial
Statements"). In addition, $600,000 of the purchase price was retained by AHI
to secure, among other things, the Company's obligations under the
representations and warranties in the Purchase Agreement. The remainder of
the purchase price is available to the Company for the purposes deemed to be
appropriate by the Company's Board of Directors. While the Company has no
definitive plans, some or all of the remaining purchase price may be used for
acquisitions, among other things. Such acquisitions may include companies or
assets not consistent with the Company's historical business.
Pursuant to the terms of the Purchase Agreement, the Company sold to AHI all
of the fixed assets, intangibles and inventory of the Law Enforcement
division. AHI received a 99-year paid-up license to exploit the Mace(R) brand
and other related trademarks in the law enforcement market only, which is
made up of law enforcement, military, correctional and certain governmental
agencies. The assets of the Law Enforcement division constituted
approximately 40% of the Company's assets.
The purchase price for the fixed assets and intangibles, including the
license fee for the 99-year paid-up license, was $3,117,325 representing the
book value as of December 31, 1997 plus an additional amount of $200,000, to
cover certain expenses of the Transaction. The purchase price for inventory
was $1,868,416, representing the book value at July 14, 1998.
8
The Company retained its cash and accounts receivable from the Law
Enforcement division. The Company does not expect any material tax
implications resulting from the Transaction. To the extent there is taxable
gain resulting from the Transaction, the Company will utilize its net
operating loss carry forward to cover the taxes, if any, resulting from the
sale.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company is not aware of any legal proceedings other than those disclosed
in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, as amended. There have been no material changes or
activity in any of the proceedings disclosed in such Annual Report.
Although the Company is not aware of any substantiated claim of permanent
personal injury from its products, the Company is aware of recent reports of
incidents in which, for example, defense spray products have been
mischievously or improperly used, in some case by minors, have not been
instantly effective or have been ineffective against enraged or intoxicated
individuals. Incidents of this type, or others, could give rise to product
liability or other claims; or to claims that past or future advertising,
packaging or other practices should be, or should have been, modified, or
that regulation of products of this nature should be extended or changed.
Item 4. Submission of Matters to a Vote of Security Holders
On or about June 15, 1998, the Company mailed to its shareholders a Consent
Solicitation Statement and consent card to seek the consents necessary to
consummate the sale of substantially all of the assets of the Company's Law
Enforcement division to AHI (the "Transaction"). On July 13, 1998, twenty
business days following the mailing of the Consent Solicitation Statement,
the Company received 4,057,474 consents to the Transaction, constituting
approximately 57% of the outstanding shares of the Company's common stock. The
Transaction required the approval of holders voting at least a majority if
the Company's outstanding common stock. The Transaction closed on July 14,
1998 (See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Subsequent Events").
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits (27) Financial Data Schedule
(b) Reports on Form 8-K None Filed
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MACE SECURITY INTERNATIONAL, INC.
Date: August 19, 1998 ________________________________________
JON E. GOODRICH
President and Chief Executive Officer
Date: August 19, 1998 ________________________________________
MARK A. CAPONE
Chief Financial Officer
10