SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB-QUARTERLY OR TRANSITIONAL REPORT
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended January 31, 2001
OR
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
COMMISSION FILE NUMBER 0-12873
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FIRECOM, INC.
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(Exact name of Small Business Issuer in its charter)
New York 13-2934531
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
39-27 59th Street, Woodside, New York 11377
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(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (718) 899-6100
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 and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
-- --
As of February 28, 2001, the Registrant had 5,789,685 shares of Common Stock
outstanding, and 4,957,713 shares of Class A Common Stock outstanding.
1
INDEX
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PAGE NO.
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Safe Harbor Statement 3
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Balance Sheet-January 31, 2001 4-5
Consolidated Statements of Income-
Nine and Three Months Ended January 31, 2001 and 2000 6
Consolidated Statements of Cash Flows-
Nine and Three Months Ended January 31, 2001 and 2000 7-8
Notes to Consolidated Financial Statements 9-10
Item 2: Management's Discussion and Analysis
of Financial Condition and Results of Operations 10-12
PART II OTHER INFORMATION 12-13
2
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-QSB for the nine months ended January 31, 2001 contains certain
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995, which can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate," "should"
or "continue" or the negative thereof or other variations thereon or comparable
terminology. The matters set forth under the captions "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Cautionary
Statements" herein constitute cautionary statements identifying important
factors with respect to such forward-looking statements, including certain risks
and uncertainties, that could cause actual results to differ materially from
those in such forward-looking statements.
3
FIRECOM, INC. AND SUBSIDIARIES
------------------------------
CONSOLIDATED BALANCE SHEET
(unaudited)
JANUARY 31, 2001
----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,449,000
Accounts receivable, net of allowance for doubtful
accounts 3,915,000
Inventories 2,063,000
Deferred tax asset 681,000
Prepaid expenses and other current assets 467,000
-----------
Total current assets $11,575,000
-----------
FIXED ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 1,946,000
Less: Accumulated Depreciation & Amortization 1,288,000
-----------
Total Fixed Assets $ 658,000
-----------
OTHER ASSETS
Deferred tax asset $ 361,000
Intangible assets, less accumulated amortization $ 26,000
-----------
TOTAL ASSETS $12,620,000
===========
4
FIRECOM, INC. AND SUBSIDIARIES
------------------------------
CONSOLIDATED BALANCE SHEET
(unaudited)
JANUARY 31, 2001
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of notes payable $ 300,000
Accounts payable 406,000
Line of credit borrowing 800,000
Accrued expenses 1,881,000
-----------
Total current liabilities $ 3,387,000
LONG-TERM LIABILITIES:
Notes payable, less current portion 457,000
Accrued compensation 646,000
-----------
Total Long-Term liabilities $ 1,103,000
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SHAREHOLDERS' EQUITY
Preferred Stock, par value $1; authorized 1,000,000 shares,
none issued $ -0-
Common Stock, par value $.01: Authorized 30,000,000 shares.
Issued: 7,012,011 Outstanding: 5,787,185 70,000
Class A Common Stock, par value $.01: Authorized 10,000,000 shares.
Issued: 5,648,544 Outstanding: 4,960,213 57,000
Additional Paid-In Capital 3,004,000
Retained Earnings 6,225,000
-----------
Sub-Total $ 9,356,000
Less: Treasury Stock, at cost, 1,224,826 shares of Common Stock
and 688,331 shares of Class A Common Stock 1,226,000
-----------
Total Shareholders' Equity $ 8,130,000
-----------
TOTAL LIABILITIES & EQUITY $12,620,000
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5
FIRECOM, INC. AND SUBSIDIARIES
------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------------------
JANUARY 31 JANUARY 31
---------- ----------
2001 2000 2001 2000
---- ---- ---- ----
NET SALES:
Product $ 3,542,000 $ 3,030,000 $10,257,000 $ 7,983,000
Service 1,636,000 2,316,000 5,174,000 6,177,000
----------- ----------- ----------- -----------
Total Sales 5,178,000 5,346,000 15,431,000 14,160,000
----------- ----------- ----------- -----------
COST OF SALES:
Product 2,146,000 2,171,000 6,557,000 5,750,000
Service 1,064,000 1,069,000 3,041,000 2,917,000
----------- ----------- ----------- -----------
Total Cost of Sales 3,210,000 3,240,000 9,598,000 8,667,000
----------- ----------- ----------- -----------
GROSS PROFIT 1,968,000 2,106,000 5,833,000 5,493,000
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Selling, general and administrative 1,252,000 1,399,000 4,052,000 3,612,000
Research and development 239,000 226,000 661,000 617,000
----------- ----------- ----------- -----------
Total operating expenses 1,491,000 1,625,000 4,713,000 4,229,000
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 477,000 481,000 1,120,000 1,264,000
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest income 71,000 57,000 206,000 150,000
Interest expense (37,000) (45,000) (121,000) (142,000)
----------- ----------- ----------- -----------
Total Other Income (Expense) 34,000 12,000 85,000 8,000
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAX 511,000 493,000 1,205,000 1,272,000
INCOME TAX EXPENSE 215,000 232,000 519,000 599,000
NET INCOME $ 296,000 $ 261,000 $ 686,000 $ 673,000
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE:
Basic $ .03 $ .02 $ .06 $ .06
Diluted $ .03 $ .02 $ .06 $ .06
WEIGHTED AVERAGE NUMBER OF
SHARES USED IN COMPUTING EPS:
Basic 10,745,000 10,743,000 10,744,000 10,743,000
Diluted 11,282,000 11,355,000 11,335,000 11,316,000
6
FIRECOM, INC. AND SUBSIDIARIES
------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
NINE MONTHS ENDED
-----------------
JANUARY 31
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2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 686,000 $ 673,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 174,000 178,000
Provision for doubtful accounts 187,000 260,000
Deferred income tax credit (78,000)
Employee stock option expense 100,000
Increase (decrease) in cash attributable to
changes in assets and liabilities:
Accounts receivable (77,000) (787,000)
Inventories (21,000) 71,000
Prepaid expenses and other (260,000) (21,000)
Accounts payable (453,000) 118,000
Accrued expenses 146,000 138,000
Accrued compensation 157,000 120,000
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NET CASH PROVIDED BY OPERATING ACTIVITIES 561,000 750,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business -0- (123,000)
Capital expenditures (186,000) (92,000)
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NET CASH USED IN INVESTING ACTIVITIES (186,000) (215,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (306,000) (297,000)
Sale of stock 2,000 -0-
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NET CASH USED IN FINANCING ACTIVITIES (304,000) (297,000)
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NET INCREASE IN CASH
AND CASH EQUIVALENTS 71,000 238,000
CASH AND CASH EQUIVALENTS:
Beginning of period 4,378,000 4,061,000
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End of period $4,449,000 $4,299,000
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7
FIRECOM, INC. AND SUBSIDIARIES
------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
(unaudited)
NINE MONTHS ENDED
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JANUARY 31
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2001 2000
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SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for interest during the period $128,000 $150,000
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Cash paid for income taxes during the period $848,000 $675,000
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8
FIRECOM, INC. AND SUBSIDIARIES
------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: ACCOUNTING POLICIES:
The accounting policies followed by the Company are set forth in Note 1 of the
Company's consolidated financial statements on Form 10-KSB for the fiscal year
ended April 30, 2000.
In the opinion of management the accompanying consolidated financial statements
contain the necessary adjustments, all of which are of a normal and recurring
nature, to present fairly Firecom Inc. and its subsidiaries' consolidated
financial position at January 31, 2001 and the consolidated results of
operations for the three and nine months ended January 31, 2001 and 2000, and
consolidated cash flows for the nine months ended January 31, 2001 and 2000.
Certain reclassifications were made in the 2000 financial statements to conform
to the classifications used in the 2001 financial statements.
NOTE 2: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at January 31, 2001:
Building improvements $ 480,000
Machinery and equipment 882,000
Furniture and fixtures 584,000
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$1,946,000
Less accumulated depreciation and amortization 1,288,000
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$ 658,000
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NOTE 3: NOTES PAYABLE
The Company's long-term debt consists of the following at January 31, 2001:
Notes payable to banks and other:
Note payable to Norwood Venture $ 572,000
Note payable to May Family (second transaction) 185,000
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$ 757,000
Less current portion 300,000
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$ 457,000
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NOTE 4: INCOME PER COMMON SHARE
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
requires dual presentation of basic and diluted earnings per share for all
periods presented. Basic earnings per share excludes dilution and is computed by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
9
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
A reconciliation of the income and weighted-average shares used in both
calculations follows:
Periods ended January 31, 2001
------------------------------
Three Months Nine Months
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Income Shares EPS Income Shares EPS
------ ------ --- ------ ------ ---
Basic EPS $296,000 10,745,000 $.03 $686,000 10,744,000 $.06
Effect of
Stock options - 537,000 -0- - 591,000 -0-
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Diluted EPS $296,000 11,282,000 $.03 $686,000 11,335,000 $.06
-------- ---------- ---- -------- ---------- ----
Periods ended January 31, 2000
------------------------------
Three Months Nine Months
--------------------------------- ---------------------------------
Income Shares EPS Income Shares EPS
------ ------ --- ------ ------ ---
Basic EPS $261,000 10,743,000 $.02 $673,000 10,743,000 $.06
Effect of
Stock options - 612,000 -0- - 573,000 -0-
-------- ---------- ---- -------- ---------- ----
Diluted EPS $261,000 11,355,000 $.02 $673,000 11,316,000 $.06
-------- ---------- ---- -------- ---------- ----
Unexercised employee stock options to purchase 160,660 shares of the Company's
common stock for the three months ended January 31, 2001 were not included in
the computation of diluted EPS because the options' exercise prices were greater
than the average market price of the Company's common stock during the
respective periods.
4,000 stock options were exercised in November, 2000.
NOTE 5: MANAGEMENT BUYOUT OFFER:
On January 24, 2001, Firecom, Inc. (the "Company") issued a press release
announcing that it received a proposal from a management group led by the
Company's President and Chief Executive Officer, Paul Mendez, and including
other principal shareholders of the Company, to acquire for a cash price of $.70
per share all outstanding shares of the Company not already held by the group.
The group currently holds 68.8% of all outstanding shares of the Company.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(unaudited)
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LIQUIDITY
Net cash provided by operations for the nine months ended January 31, 2001 was
$561,000. The increase in prepaid expenses, other current assets and accounts
payable were partially offset by the non-cash adjustments to net income.
In April, 1999, the Company refinanced its line of credit under an agreement
with a major New York bank. Under the line of credit, the Company may borrow up
to $5,000,000. Borrowings under the line of credit are secured by substantially
all of the Company's assets, excluding real estate. Borrowings under the line of
credit at January 31, 2001 were $800,000.
The line of credit contains certain covenants.
Management believes that it will be able to maintain adequate working capital
and cash balances to meet its current needs.
RESULTS OF OPERATIONS
Consolidated sales and net income for the quarter ended January 31, 2001 were
$5,178,000 and $296,000 respectively as compared to $5,346,000 and $261,000 for
the quarter ended January 31, 2000. Consolidated sales and net income for the
nine months ended January 31, 2001 were $15,431,000 and $686,000 respectively as
compared to $14,160,000 and $673,000 for the nine months ended January 31, 2000.
Sales increased by 9% during the nine months ended January 31, 2001 versus the
same period last year. The increase in sales reflects the increase in product
sales versus the same period in 2000, offsetting a decrease in service revenue
due to the completion of a project in the 2000 period with substantial service
revenue.
Gross profit percentage for the three months ended January 31, 2001 was 38.0% as
compared to 39.4% for the three months ended January 31, 2000. Gross profit
percentage for the nine months ended January 31, 2001 was 37.8% as compared to
38.8% for the nine months ended January 31, 2000. The decrease in gross profit
percentage was primarily due to the completion of a project in the 2000 period
that had high gross profit.
Operating income for the nine months ended January 31, 2001 was $1,120,000 as
compared to $1,264,000 for the nine months ended January 31, 2000. As a
percentage of revenue, the operating income for the nine months ended January
31, 2000 was 7.3% versus 8.9% in the same period in 2000. The decrease in
operating income and its percentage to revenue was primarily due to a non cash
compensation charge of $308,000, which reflects an employment agreement with an
executive of the Company, which provides for the executive, upon the expiration
of his agreement, with the option to sell his stock and stock options back to
the Company ($208,000), and a charge for an extension of stock options to
recognize the difference between the fair market value of the underlying stock
at the date of the extension and the stock options' exercise prices ($100,000),
which was partially offset by a reduction in stock appreciation charges of
approximately $175,000 between 2001 and 2000.
The Company has decided to close an office in the Midwest. The results of
operation for the nine months ended January 31, 2001 included a net loss of
approximately $162,000, which includes the operating loss and cost to close that
subsidiary.
The Company's backlog for its life safety and other systems totaled $3,267,000
at January 31, 2001 as compared to $2,548,000 at April 30, 2000. Due to
fluctuations in the Company's backlog, management remains cautious about
predicting revenue in the fiscal year.
Significant changes in balance sheet items from April 30, 2000 to January 31,
2001 are highlighted as follows:
1: Cash increased primarily due to income from operations.
2 Accounts receivable decreased due to increased reserves.
3: Prepaid expenses and other current assets increased due to an increase
in prepaid income taxes.
4: Accounts payable and accrued expenses decreased due to shorter payment
cycles.
5: Long-term debt decreased due to payments made on current maturities of
the long-term debt.
6. Accrued compensation increased due to a charge that reflects an
employment agreement with an executive of the Company, which provides for
the executive, upon the expiration of his employment agreement, with the
option to sell his stock and stock options back to the Company, which was
partially offset by stock appreciation rights income.
11
CAUTIONARY STATEMENTS
Information or statements provided by the Company from time to time contain
certain "forward-looking information" relating to such matters as liquidity,
projected sales and anticipated margins. The cautionary statements made herein
are being made pursuant to the Private Securities Litigation Reform Act of 1995
(the "Act") and with the intention of obtaining the benefits of the "safe
harbor" provisions of the Act for any such forward-looking information. The
Company cautions readers that any forward-looking information provided by the
Company is not a guarantee of future performance and that actual results may
differ materially from those in the forward-looking information as a result of
various factors, including but not limited to the acceptance in what is a new
market for the Company, the national market (historically, the vast majority of
the Company's revenues have been derived from the New York City market) of the
Company's newly-introduced line of safety products for the national market. The
principal manufacturers against whom the Company expects to compete in the
national market are generally better financed, have products accepted in the
market and have long-established distribution and servicing networks. The
Company's future growth is to a large extent dependent on being able to compete
successfully against these competitors.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Intellisec, a California corporation v. Firecom, Inc., a purported corporation;
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Rosendin Electric. Inc., a purported corporation; Does 1 through 25, Inclusive,
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Case No. BC 216249
The Complaint was filed on September 3, 1999, in the Los Angeles Superior Court,
Central District. The principal parties are Intellisec, Rosendin and Firecom.
L.A. Arena Company, Ltd., a limited partnership has been added as a defendant.
Rosendin is a contractor for a construction project in Los Angeles, California.
On or about August 28, 1998, Intellisec entered into a written Subcontract
Agreement to furnish and install complete and operational fire life safety,
smoke control and mechanical test panel systems for the project. Intellisec
alleges that, with respect to Rosendin, there were substantial delays caused by
failure of other contractors and/or subcontractors as well as change orders such
that Intellisec is owed in excess of $1,000,000 by Rosendin. Intellisec also
claims that Rosendin and Firecom agreed and conspired between themselves to take
over the work from Intellisec and to prevent Intellisec from obtaining a
contract for maintenance services for the systems and equipment upon completion
of the project.
Firecom denies there was any such conspiracy or arrangement and contends that
Intellisec failed to pay for product delivered to it, failed to have the
necessary manpower or trained technicians for the project and that the removal
of Intellisec from the job by Rosendin was done solely by Rosendin and was the
result of Intellisec's own actions or inaction. The Complaint seeks compensatory
damages against Firecom based on information and belief in an amount in excess
of $1,000,000, interest thereon and costs of suit. In addition, the Complaint
seeks punitive or exemplary damages from Firecom (in California a plaintiff may
not allege a specific amount for punitive damages). On October 29, 1999, Firecom
filed an Answer denying liability and a Cross-Complaint against Intellisec. The
Cross-Complaint seeks compensatory damages for breach of contract and money had
and received in an amount in excess of $200,000 together with interest and costs
of suit.
Based on three orders staying each of the California actions as to Firecom, on
June 16, 2000, Intellisec filed an action in the United States District Court,
Eastern District of New York, entitled Intellisec, Aria Kozak and Donna Kozak,
Plaintiffs v. Firecom, Inc., Defendant, Case No, 00-3557.
12
The Complaint contains claims for relief for Declaratory Relief, Breach of
Contract/ Specific Performance, Breach of Contract/ Damages, Breach of the
Implied Covenant of Good Faith and Fair Dealing, Intentional Interference with
Contract and Intentional Interference with Prospective Economic Advantage,
Violation of California Civil Code sections 1790 et seq. Negligent
Misrepresentation, Implied Indemnity, Equitable Indemnity, Contribution and
Injunctive Relief. The claims set forth in the Complaint relate to the three
actions filed by Intellisec in California and, in addition to equitable relief,
seek compensatory, punitive and exemplary damages in an undetermined amount. On
February 1, 2001, the court dismissed Intellisec's claims for Violation of
California Civil Code sections 1790 et seq., Implied Indemnity, Equitable
Indemnity, Contribution, and Intentional Interference with Contract and
Intentional Interference with Prospective Economic Advantage, in part. Firecom
denies any liability to Intellisec and intends to file a Counterclaim seeking
damages from Intellisec.
In November 2000, Rosendin filed a Cross-Complaint which added Firecom as a
cross-defendant. The Cross-Complaint asserts causes of actions against Firecom
for implied contractual indemnity, equitable indemnity, breach of contract,
unjust enrichment, breach of express warranties and breach of implied warranties
and seeks damages according to proof.
On March 8, 2001, Firecom filed an Answer to the Cross-Complaint denying any
liability to Rosendin and also filed a Cross-Complaint. The Cross-Complaint
asserts several causes of action against Rosendin and seeks compensatory damages
in excess of $300,000 and a declaration of the court that Rosendin is obligated
to indemnify Firecom.
Item 2. Exhibits and Reports on Form 8-K - Filed January 24, 2001.
SIGNATURES
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Firecom, Inc.
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Dated: March 12, 2001 /s/ Paul Mendez
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Paul Mendez
Chairman of the Board
President and Chief Executive
Officer
/s/ Jeffrey Cohen
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Jeffrey Cohen
Vice President-Finance,
Chief Financial Officer, and
Principal Accounting Officer
13