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
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For the quarterly period ended July 31, 1999
OR
| | 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
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As of August 31, 1999, the Registrant had 5,730,735 shares of Common Stock
outstanding, and 5,012,663 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-July 31, 1999 4-5
Consolidated Statements of Income-
Three Months Ended July 31, 1999 and 1998 6
Consolidated Statements of Cash Flows-
Three Months Ended July 31, 1999 and 1998 7-8
Notes to Consolidated Financial Statements 9-11
Item 2: Management's Discussion and Analysis
of Financial Condition and Results
of Operations 11-13
PART II OTHER INFORMATION 13
2
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-QSB for the three months ended July 31, 1999 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
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CONSOLIDATED BALANCE SHEET
(unaudited)
JULY 31, 1999
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,401,000
Accounts receivable, net of allowance for doubtful
accounts of $475,000. 3,481,000
Inventories 1,828,000
Deferred tax asset 712,000
Prepaid expenses and other 155,000
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Total current assets $10,577,000
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FIXED ASSETS
PROPERTY, PLANT AND EQUIPMENT $ 1,602,000
Less: Accumulated Depreciation & Amortization 1,010,000
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Total Fixed Assets $ 592,000
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OTHER ASSETS
Intangible assets, less accumulated amortization of $95,000 $ 66,000
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TOTAL ASSETS $11,235,000
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4
FIRECOM, INC. AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEET
(unaudited)
JULY 31, 1999
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of notes payable $ 364,000
Accounts payable 1,058,000
Line of credit borrowing 800,000
Accrued expenses 1,596,000
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Total current liabilities $ 3,818,000
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LONG-TERM LIABILITIES:
Notes payable, less current portion 939,000
Accrued compensation 231,000
Deferred tax liability 60,000
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Total Long-Term liabilities $ 1,230,000
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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: 7,285,624 Outstanding: 6,254,630 73,000
Class A Common Stock, par value $.01: Authorized 10,000,000 shares.
Issued: 6,056,257 Outstanding: 5,025,263 60,000
Additional Paid-In Capital 2,785,000
Retained Earnings 4,495,000
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Sub-Total $ 7,413,000
Less: Treasury Stock, at cost, 1,567,489 shares of Common Stock
and 1,030,994 shares of Class A Common Stock 1,226,000
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Total Shareholders' Equity $ 6,187,000
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TOTAL LIABILITIES & EQUITY $11,235,000
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5
FIRECOM, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
THREE MONTHS ENDED
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JULY 31
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1999 1998
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NET SALES:
Product $ 2,268,000 $ 2,574,000
Service 1,653,000 1,644,000
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Total Sales 3,921,000 4,218,000
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COST OF SALES:
Product 1,695,000 1,934,000
Service 776,000 785,000
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Total Cost of Sales 2,471,000 2,719,000
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GROSS PROFIT 1,450,000 1,499,000
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OPERATING EXPENSES:
Selling, general and administrative 961,000 979,000
Research and development 206,000 136,000
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Total operating expenses 1,167,000 1,115,000
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INCOME FROM OPERATIONS 283,000 384,000
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OTHER INCOME (EXPENSE)
Interest income 42,000 53,000
Interest expense (50,000) (56,000)
Other (1,000) 40,000
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Total Other Income (Expense) (9,000) 37,000
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INCOME BEFORE INCOME TAX 274,000 421,000
INCOME TAX EXPENSE 129,000 198,000
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NET INCOME $ 145,000 $ 223,000
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NET INCOME PER COMMON SHARE:
Basic $ .01 $ .02
Diluted $ .01 $ .02
WEIGHTED AVERAGE NUMBER OF
SHARES USED IN COMPUTING EPS:
Basic 10,743,000 11,816,000
Diluted 11,170,000 12,256,000
6
FIRECOM, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
THREE MONTHS ENDED
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JULY 31
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 145,000 $ 223,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 53,000 58,000
Provision for doubtful accounts 75,000 100,000
Increase (decrease) in cash attributable to
changes in assets and liabilities:
Accounts receivable 22,000 (382,000)
Inventories 84,000 (260,000)
Prepaid expenses and other 83,000 54,000
Accounts payable 18,000 269,000
Accrued expenses (1,000) 257,000
Accrued compensation (4,000) (43,000)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 475,000 276,000
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NET CASH USED IN INVESTING ACTIVITIES,
Capital expenditures (17,000) (20,000)
NET CASH USED IN FINANCING ACTIVITIES,
Repayment of debt (118,000) (128,000)
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NET INCREASE IN CASH
AND CASH EQUIVALENTS
340,000 128,000
CASH AND CASH EQUIVALENTS:
Beginning of period 4,061,000 4,204,000
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End of period $4,401,000 $4,332,000
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7
FIRECOM, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
(unaudited)
THREE MONTHS ENDED
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JULY 31
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1999 1998
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SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for interest during the period $ 48,000 $ 56,000
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Cash paid for income taxes during the period $ 68,000 $ 54,000
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8
FIRECOM, INC. AND SUBSIDIARIES
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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 financial statements on Form 10-KSB for the fiscal year ended April
30, 1999.
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' financial position
at July 31, 1999 and the results of operations for the three months ended July
31, 1999 and 1998, and cash flows for the three months ended July 31, 1999 and
1998.
NOTE 2: INVENTORIES
Inventories consist of the following at July 31, 1999:
Raw materials and sub-assemblies $1,825,000
Work-in-process 3,000
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$1,828,000
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NOTE 3: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at July 31, 1999:
Building improvements $ 329,000
Machinery and equipment 738,000
Furniture and fixtures 535,000
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$1,602,000
Less accumulated depreciation and amortization 1,010,000
$ 592,000
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NOTE 4: NOTES PAYABLE
The Company's long-term debt consists of the following at July 31, 1999:
Notes payable to banks and other:
Note payable to Norwood Venture $ 888,000
Note payable to May Family (first transaction)
(See Note 6) 62,000
Note payable to May Family (second transaction)
(See Note 6) 308,000
Other note payable 45,000
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$1,303,000
Less current portion 364,000
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$ 939,000
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NOTE 5: INCOME PER COMMON SHARE
Effective January 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS No. 128). SFAS No. 128
requires dual presentation of basic and diluted earnings per share for all
periods presented. Basic earnings per share excludes dilution and is computed by
9
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
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 July 31, 1999
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Three Months
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Income Shares EPS
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Basic EPS $145,000 10,743,000 $.01
Effect of
Stock options - 427,000 -0-
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Diluted EPS $145,000 11,170,000 $.01
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Periods ended July 31, 1998
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Three Months
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Income Shares EPS
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Basic EPS $223,000 11,816,000 $.02
Effect of
Stock options - 440,000 -0-
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Diluted EPS $223,000 12,256,000 $.02
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Unexercised employee stock options to purchase 200,660 shares of the Company's
common stock for the three months ended July 31, 1999 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.
NOTE 6: STOCKHOLDERS' EQUITY TRANSACTIONS
In 1995 the Company purchased 1,072,988 shares of the Company's common stock
held by certain members of the May family at $.45 per share (first transaction).
Terms of the agreement provide for a cash payment in the amount of $174,448 and
a five (5) year note in the amount of $308,397, bearing interest at 12% per
annum. Interest is payable monthly. The principal is to be paid in five equal
annual installments of $61,679. The Company's obligation under the note is
collateralized by a pledge by the Company to the noteholder of certain shares of
the repurchased common stock.
On September 2, 1998 the Company purchased 536,494 shares of the Company's $.01
par value common stock and an equal number of shares of class A common stock
held by certain members of the May family at $.575 per share (second
transaction). Terms of the agreement provide for a cash payment in the amount of
$308,485 and a five (5) year note in the amount of $308,485, bearing interest at
11.5% per annum. The principal is to be paid in five equal installments of
$61,697. The Company's obligation under the note is collateralized by a pledge
by the Company to the noteholders of certain repurchased shares.
NOTE 7: COMMITMENTS AND CONTINGENCIES:
On December 31, 1992, the Company entered into an employment agreement with the
Chairman of the Company, which was amended on March 28, 1995, providing for base
salary plus incentive compensation and fringe benefits as defined in the
agreement, through April 30, 2000. At July 31, 1999, the Company has accrued
approximately $190,000 of incentive compensation and $157,000 of accrued fringe
benefits.
In connection with the purchase of certain assets, the Company entered into a
Consulting and Non-competition Agreement with the President of the corporation
from whom the assets were acquired, and have continuing payment requirements of
$25,000 per quarter through September 2000.
10
NOTE 8: STOCK DIVIDEND:
The Company declared a share dividend on its Common Stock, par value $.01 per
share (the "Common Stock"), payable in shares of the newly authorized Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), at the rate
of one share of the Class A Common Stock for each share of the Common Stock
issued and outstanding at the close of business on December 5, 1997. The
dividend shares were issued on December 17, 1997.
The Class A Common Stock, entitle the holders to vote together with the holders
of the Common Stock as a single class and to cast thirty votes per share. Shares
of the Class A Common Stock are non-transferable, but convertible at any time at
the option of the holder into the Company's regular Common Stock. The Class A
Common Stock participates in the earnings of the Company on the same basis as
the Common Stock.
NOTE 9: SUBSEQUENT EVENTS:
The Board of Directors approved a Profit Sharing Plan for a twenty percent
contribution to employees based on Net Income, subject to certain adjustments,
over two million per year. Based on current payroll, the maximum Company
contribution would be approximately $400,000 per year.
On September 1, 1999, the Company purchased certain assets from the San
Francisco office of Allwest Systems. The Company purchased the assets for
$100,000, and entered into a Consulting Agreement having payment requirements of
$150,000 through February 29, 2000.
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 three months ended July 31, 1999 was
$475,000, which primarily resulted in an increase to cash.
In April, 1999, the Company refinanced its line of credit under an agreement
with a major New York bank. Under the new line of credit, the Company may borrow
up to $5,000,000, with interest at the bank's agreed rate (5.31% at July 31,
1999) plus 1 3/4%. Borrowings under the line of credit are secured by
substantially all of the Company's assets, excluding real estate and have been
guaranteed by the Company. Any borrowings under the line of credit outstanding
in April 2001, which have been drawn upon for acquisition purposes (as defined
in the credit agreement), will be converted into a 5 year term note payable in
monthly installments, plus interest. In April 2002, any borrowings outstanding
that are not repaid in total, will be converted into a 4-year term note, payable
in monthly installments, plus interest. Borrowings under the line of credit at
July 31, 1999 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 July 31, 1999 were
$3,921,000 and $145,000 respectively as compared to $4,218,000 and $223,000 for
the quarter ended July 31, 1998. Sales decreased by 7% during the three months
11
ended July 31, 1999 versus the same period last year. These lower sales reflect
the lower backlog of orders as of April 30, 1999 versus the same period in 1998.
Gross profit percentage for the three months ended July 31, 1999 was 37.0% as
compared to 35.5% for the three months ended July 31, 1998. The increase in
gross profit percentage was primarily due to a decrease in new construction jobs
and subcontracting, which have a lower gross profit percentage than maintenance
and service.
Operating income for the three months ended July 31, 1999 was $283,000 as
compared to $384,000 for the three months ended July 31, 1998. As a percentage
of revenue, the operating income for the three months ended July 31, 1999 was
7.2% versus 9.1% in the same period in 1998. The decrease in operating income
and its percentage to revenue was primarily due to a decrease in revenues and an
increase in research and development expenses in 1999.
The Company's backlog for its life safety and other systems totaled $2,596,000
at July 31, 1999 as compared to $2,420,000 at April 30, 1999. Due to
fluctuations in the Company's backlog, management remains cautious about
predicting revenue in the fiscal year. Orders continue to be booked on the
Company's fire safety system being marketed outside of New York City, and
management is encouraged about future growth in this product category.
Significant changes in balance sheet items from April 30, 1999 to July 31, 1999
are highlighted as follows:
1: Cash increased primarily due to income from operations.
2: Accounts receivable decreased due to decreased sales.
3: Inventories decreased due to curtailing of purchases for stock.
4: Long term debt decreased due to payments made on current maturities of
the long-term debt.
COMPUTER ISSUES FOR THE YEAR 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer program that
has date sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a temporary inability to process
transactions or engage in normal manufacturing or other business activities.
As a provider of life safety systems which are computer based, the Company is
aware of the potential problems the year 2000 could have on its computer systems
and programs. The Company has completed a review of its computer systems and
programs to determine which, if any, systems and programs are not capable of
recognizing the year 2000. The Company has concluded that all of its systems and
programs are year 2000 compliant.
The Company's internal and manufacturing software was upgraded in fiscal 1999 to
a version that the vendors have represented to be Year 2000 compliant. The
expense incurred by the Company to achieve compliance has not been material. The
Company intends to test that software during 1999.
The Company is in process of verifying whether our suppliers are Year 2000
compliant. The Company's bank and payroll service company have provided
assurances of their Year 2000 compliance. However, there can be no assurance
that all of the Company's vendors will achieve compliance on a timely basis. In
the event of any such noncompliance by vendors, an adverse effect to the
Company's operations and financial results could occur. No contingency plans
have been developed because we do not expect the impact of vendor-related Year
2000 problems to be material.
12
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 - None
Item 2. Exhibits and Reports on Form 8-K - None
SIGNATURES
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Firecom, Inc.
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Dated: September 13, 1999 /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
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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27 Financial Data Schedule