<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the quarterly period ended March 31, 1997
[ ] 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 0-21361
ENSEC INTERNATIONAL, INC.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0654330
- ------------------------------- ------------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
751 PARK OF COMMERCE DRIVE, SUITE 104, BOCA RATON FL 33487
----------------------------------------------------------------
(Address of principal executive offices) (zip code)
(561) 997-2511
--------------
Registrant's telephone number, including area code
NOT APPLICABLE
---------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the issuer (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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of May 8, 1997, the registrant had 5,656,250 shares of common stock issued
and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
ENSEC INTERNATIONAL, INC.
INDEX TO FORM 10-QSB
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets as of March 31, 1997 (unaudited)
and December 31, 1996.
Consolidated Statement of Operations for the three month
periods ended March 31, 1997 and 1996 (unaudited).
Consolidated Statements of Cash Flows for the three month
periods ended March 31, 1997 and 1996 (unaudited).
Notes to Consolidated Financial Statements (unaudited).
Item 2. Management's Discussion and Analysis.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
ENSEC INTERNATIONAL, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SEE ATTACHED PAGES.
2
<PAGE>
ENSEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- ------------
(Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 590,015 $ 2,257,103
Accounts receivable, net 1,687,466 1,395,137
Interest receivable 2,500 --
Inventory 1,041,369 736,425
Prepaid expenses and other current assets 233,683 317,384
---------- -----------
Total current assets 3,555,033 4,706,049
Property and equipment, net 2,409,340 2,333,742
Other assets
Capitalized software costs, net 3,432,954 3,545,000
Other assets and refundable income taxes 323,652 273,711
---------- -----------
Total assets $9,720,979 $10,858,502
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 604,700 619,907
Accrued and other liabilities 840,585 1,401,563
Advanced billings 74,967 --
Current portion of long-term debt 952,000 861,000
----------- -----------
Total current liabilities 2,472,252 2,882,470
----------- -----------
Long-term debt, less current portion 2,779,000 2,962,000
Stockholders' equity
Preferred stock, authorized 3,000,000 shares at $.01
par value; issued and outstanding, 0 shares at
December 31, 1996 and at March 31, 1997 -- --
Common stock, authorized 20,000,000 shares at $.01
par value; issued and outstanding, 5,656,250
shares at December 31, 1996 and at March 31, 1997 56,563 56,563
Additional paid-in capital 13,720,035 13,721,482
Accumulated deficit (9,306,871) (8,764,013)
----------- -----------
Total stockholders' equity 4,469,727 5,014,032
----------- -----------
Total liabilities and stockholders' equity $ 9,720,979 $10,858,502
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ENSEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1997 1996
---------- -----------
<S> <C> <C>
Sales $2,054,816 $2,794,734
Cost of goods sold 1,210,435 1,636,710
---------- ----------
Gross profit 844,381 1,158,024
---------- ----------
Selling, general and
administrative expenses 1,025,849 1,007,117
Research and development
expenses 226,887 81,113
Public company expenses 83,374 --
Translation loss (gain) (44,000) (124,000)
---------- ----------
Earnings (loss) from operations (447,729) 193,794
---------- ----------
Other (income) expenses
Interest income (19,535) (40,834)
Interest expense 275,000 586,596
Commission income (134,000) --
Other, net (26,336) 9,509
---------- ----------
95,129 555,271
---------- ----------
Loss from operations
before income taxes (542,858) (361,477)
Income taxes -- 4,000
---------- ----------
Net loss $ (542,858) $ (365,477)
========== ==========
Net loss per common share $ (.09) $ (.09)
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ENSEC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (542,858) $(365,477)
Adjustments to reconcile net loss to
net cash (used in) operating activities:
Depreciation and amortization expense 203,366 207,295
Provision for deferred tax benefit -- (39,000)
Changes in assets and liabilities:
(Increase) in accounts receivable (292,329) (563,566)
(Increase) in inventory (304,944) (178,801)
(Increase) in interest receivable (2,500) --
Decrease (increase) in prepaid and
other current assets 83,701 (80,024)
(Increase) decrease in other assets (49,941) 18,797
(Decrease) in accounts payable (15,207) (113,615)
(Decrease) increase in accrued expenses
and other liabilities (560,978) 635,381
Increase in advanced billings 74,967 --
----------- ----------
Net cash (used in) operating activities (1,406,723) (479,010)
Cash flows from investing activities:
Purchase of fixed assets (166,918) (372,000)
Cash flows from financing activities:
Net borrowings under credit line agreements -- 216,926
Net borrowings under short-term loan agreements -- 391,000
Repayment of long-term debt (92,000) (277,385)
Offering costs (1,447) --
----------- ----------
Net cash (used in) provided by financing activities (93,447) 330,541
----------- ----------
Net (decrease) in cash and cash equivalents (1,667,088) (520,469)
Translation gain on cash and cash equivalents -- 358,670
Cash and cash equivalents at
beginning of year 2,257,103 239,031
----------- ----------
Cash and cash equivalents at
end of period $ 590,015 $ 77,232
=========== ==========
Supplemental disclosure of cash
flow information:
Cash paid during the period for:
Interest $ 194,000 $ 222,000
=========== ==========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ENSEC INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL ST ATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The quarterly consolidated financial statements herein have been prepared by
Ensec International, Inc., a Florida corporation (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "Commission") and in accordance with the requirements of Regulation S-B
promulgated under the Securities Exchange Act of 1934, as amended. Certain
information and footnote disclosures which would otherwise be included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. Although the Company's management believes the disclosures are
adequate to make the information not misleading, it is suggested that these
quarterly consolidated financial statements be read in conjunction with the
Company's audited annual consolidated financial statements and footnotes thereto
contained in Form 10-KSB/A, as filed with the Commission on May 6, 1997.
The accompanying unaudited interim consolidated financial statements include
all adjustments (consisting only of those of a normal recurring nature)
necessary for a fair statement of the results of the interim periods presented.
2. EARNINGS PER SHARE
The Financial Accounting Standards Board recently issued Statement No. 128,
"Earnings Per Share" ("FASB No. 128"). This statement is effective for periods
ending after December 15, 1997 and supersedes APB Opinion No. 15. The effect of
the adoption of FASB No. 128 on the Company's earnings per share for each of the
periods presented has not been determined.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Amounts presented herein have generally been rounded to the nearest hundred
thousand dollars and the related dollar and percentage fluctuations are
calculated based on such rounding.
This Management's Discussion and Analysis contains certain statements which
are forward-looking and the accuracy of which are based upon certain
uncertainties in the Company's future operations and results. For a discussion
of important factors that could cause the actual results to differ materially
from those contained in such forward-looking statements, see "Forward-Looking
Statements" below.
OVERVIEW
The Company derives its revenue primarily from the sales, installation and
service of its integrated security systems and the sales of related products.
Founded in 1983, the Company began selling and installing its integrated
security systems in Brazil. In late 1991, based on the Company's belief that a
large potential market for its high-end security products existed in the U.S.,
the Company expanded its operations by opening an office in Boca Raton, Florida,
while continuing to sell its integrated security systems in Brazil. However, due
to the long lead time required for the sale of the Company's products and the
development of its second generation of integrated security systems, the
EnWorks(R) family of products, no significant revenues were generated in the
U.S. In 1995, the Company completed development of the EnWorks(R) family,
which includes the Company's flagship En2000(TM) system. Currently, sales and
installation of the Company's En2000(TM) systems account for a majority of its
total sales and substantially all of its U.S. sales.
As a result of the Company's recognition of changing market conditions in
both the U.S. and Brazil, the Company began in 1995 to concentrate its efforts
on the sale and service of its high-end integrated security systems and related
products in the U.S. To this end, during the latter part of 1995, the Company
began to implement a downsizing strategy with respect to its Brazilian
operations. The downsizing strategy included substantial workforce reductions
and a refocus in Brazil on developing a more varied product base, such as
security system and alarm monitoring products for residential and smaller
commercial markets. As of March 31, 1997, the Company reduced its total
workforce in Brazil by 82% as compared to the workforce at December 31, 1995.
The Company believes that its Braziilan workforce can be adequately maintained
and supported by sales at least equal to those generated in Brazil during the
1996 fiscal year. As the final component to this downsizing strategy, the
Company is also currently negotiating to lease a substantial portion of its
approximately 40,000 square feet of office and warehouse space in Brazil and/or
to sell such facilities outright. For the three months ended March 31, 1997,
the benefits of the downsizing plan have resulted in a reduction of operating
expenses in Brazilian operating expenses, as compared to the year earlier
period.
In connection with the Company's concentration in the U.S. of sales of high-
end integrated security systems and related products and its refocus in Brazil
on sales of less-complex systems, the Company began to expand its U.S.
operations. In the second half of 1996, the Company relocated its research and
development efforts from Brazil to the U.S. The Company also hired additional
management, administration, sales and operations personnel in the U.S. While
this expansion increased U.S. operating costs for the first quarter of 1997 by
approximately $350,000 (exclusive of public company expenses) as compared to the
year prior period, U.S. sales for the six month period ended March 31,1997 were
approximately equal to the $2.4 million in sales generated by the Company in the
U.S. during fiscal year 1996.
In April 1997, the Company was notified of a potential infringement of U.S.
Patent No. RE 35,336. Because the claim was only recently made, the Company is
in the process of evaluating the merits of the claim and is unable at this time
to form an opinion concerning the outcome of this matter. However, the claimant
is willing to provide the Company with a non-exclusive, worldwide license, with
the maximum cost of the license being between $250,000 and $300,000, depending
on the payment terms.
7
<PAGE>
FOREIGN CURRENCY EXCHANGE RATES AND TRANSLATION GAINS AND LOSSES
The Company's functional currency is the U.S. dollar. The Company has a
substantial portion of its operations located in Brazil. Therefore, a
substantial portion of its sales are collected in Brazilian reais (plural of
real, the Brazilian currency) and a substantial portion of the Company's
expenses are incurred in Brazilian reais, in each case rather than U.S. dollars.
Although it is impossible to predict future exchange rate fluctuations between
the U.S. dollar and other currencies, it can be anticipated that, to the extent
the U.S. dollar strengthens or weakens against the Brazilian real or other
currencies, a substantial portion of the Company's reported net sales, cost of
goods sold and operating expenses will be commensurably lower or higher than
they would have been with a stable foreign currency relationship. The Company
and its subsidiaries translate into their functional currency on a monthly basis
based on a combination of the then current and historical exchange rates for the
currency in which their assets and liabilities are valued. Gains or losses
arising from these monthly translations are reflected as translation income or
expense. As a result of these monthly translations, the Company recognized a
gain of $44,000 and $124,000 for the three month periods ended March 31, 1997
and March 31, 1996, respectively.
Prior to 1995, Brazil experienced a highly inflationary economy.
Accordingly, under the required temporal method of currency translation, both
current and historical exchange rates are used depending upon the nature of the
asset or liability being translated. Translation gains and losses result from
fluctuations in the assets or liabilities being translated at current rates as
well as from fluctuations in the dollar/real exchange rate itself. The Company
experienced overall translation gains for fiscal year 1996 as a result of the
dollar's overall weakening against the real and because the Company was in a net
liability position related to the items translated at current rates. For the
three months ended March 31, 1997, the Company experienced translation gains
because the Company remained in such a net liability position, although the
dollar strengthened against the real during such period.
RESULTS OF OPERATIONS
First Quarter 1997 Compared with First Quarter 1996
Sales. Total sales for the three months ended March 31, 1997 decreased $.7
million, or 25%, to $2.1 million from $2.8 million in the year prior period.
This decrease was largely attributable to an unusual concentration of sales in
Brazil in the first quarter of 1996 that did not reoccur in the first quarter of
1997. The Company anticipates that its overall 1997 sales in Brazil will be
comparable to those in 1996. The Company's sales in the U.S. during the first
quarter of 1997 increased by 19.4% from the year prior period. This increase
resulted from an increase in bookings in the fourth quarter of 1996 as compared
to 1995. In addition to the overall increase in U.S. sales, sales from the
Company's U.S. operations amounted to 52% and 32% of the total first quarter
sales for the three-month periods ended March 31, 1997 and 1996, respectively.
This increase reflects the Company's redirection toward sales of its integrated
security systems and related products in the U.S. In addition, U.S. sales over
the last six months were approximately equal to the $2.4 million total U.S.
sales for fiscal year 1996.
Cost of Goods Sold. Cost of goods sold for the three months ended March 31,
1997 decreased $.4 million, or 25%, to $1.2 million from $1.6 million in the
year earlier period. The decrease in cost of goods sold resulted primarily from
a decrease in sales. The gross profit and gross profit percentages for the
first three months of 1997 were $.8 million and 41.1%, respectively, compared to
$1.1 million and 41.4%, respectively, for the year prior period. The gross
profit percentage for the first quarter of 1997 increased as compared to the 25%
gross profit percentage in the immediately preceding fourth quarter of 1996.
This increase primarily resulted from a higher percentage of total sales
occurring in the U.S. rather than in Brazil, which U.S. sales yield higher gross
profits as compared to the Company's Brazilian sales in the preceding quarter.
8
<PAGE>
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the three months ended March 31, 1997 increased
approximately $19,000, or 1.9%, to $1.03 million as compared to $1.01 million in
the year prior period. As a result of its downsizing strategy in Brazil,
payroll and related costs associated with the Company's Brazilian operations
decreased by approximately $.1 million for the period ended March 31, 1997.
This decrease was offset by an increase of approximately $.1 million in payroll
and related costs associated with the Company's expansion of its U.S.
operations. In the U.S., the Company increased the number of its employees in
the U.S. from 7 as of March 31, 1996 to 16 as of March 31, 1997. This increase
includes the hiring of two of the Company's executive officers, two additional
sales personnel, one administrative employee and four employees in operations.
Research and Development Expenses. Research and development expenses for
the first three months of 1997 increased $145,774, or 180%, from $81,113 for the
three months ended March 31, 1996 to $226,887 for the year later period. In the
first quarter of 1996, the Company incurred $.5 million of total costs
associated with its research and development activities, of which $.4 million
was capitalized in connection with the completion of the development of the
EnWorks/(R)/ family of products, and $.1 million was recognized as research and
development expense. In the first quarter of 1997, the Company incurred $.3
million of total research and development costs, of which $.2 million reflected
the Company's continued development efforts on new features whose costs were
expensed in the period incurred, and $.1 million was recognized as cost of goods
sold in connection with the development of customized features and capabilities
for specific customers. While the Company's research and development expenses
from period to period increased, the decrease in total research and development
costs (including amounts not specifically expensed) occurred as a result of the
streamlining of the research and development group as a part of the Company's
Brazilian downsizing strategy.
Public Company Expenses. The Company's initial public offering was
completed on September 25, 1996, at which time the Company's common stock began
to be quoted on the Nasdaq SmallCap Market and the Company was required to file
certain reports and statements under both the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. As a result of
the Company's obligations as both a publicly-traded company and as a reporting
company, the Company began to incur expenses for directors and officers
liability insurance premiums, public and investor relations fees, printing
costs, legal and other professional fees, and other similar public company
expenses. For the first three months of 1997, these expenses amounted to
$83,374. These expenses are expected to continue and may increase from time to
time in future quarters.
Other Income and Expenses. Interest expense for the first quarter of 1997
decreased $.3 million, or 50%, from $.6 million in the year earlier period to
$.3 million. This decrease resulted from the repayment of certain Brazilian
short-term notes payable in September 1996 which bore interest at rates of
approximately 5% to 6% per month. These notes were repaid from the proceeds of
the Company's initial public offering.
Commission income amounted to $.1 million for the three months ended March
31, 1997. In connection with the sale of the currency sorting and equipment
division in December 1995, the Company is entitled to receive commissions on all
sales related to such division for two years from the date of such sale. During
the first quarter of 1996, no commissions were earned or received by the
Company. The Company anticipates that it will continue to receive commission
revenue during the remainder of the 1997 fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the three months ended March 31,
1997 amounted to $1.4 million which resulted primarily from the Company's net
loss from operations, an increase in accounts receivable and inventory and a
reduction in accounts payable and accrual expenses. Net cash used in investing
activities for the three months ended March 31, 1997 amounted to $.2 million
which resulted primarily from the purchase of equipment and leasehold
improvements in the U.S. Net cash used in
9
<PAGE>
financing activities was $.1 million which resulted from the principal
repayments of the Company's long-term debt.
The Company currently does not have any line of credit or other short-term
credit facilities established with U.S. or Brazilian banks. The Company
obtained its long-term debt financing from two Brazilian banks. These loans bear
interest at a rate of 12% per annum, plus an inflation adjustment, which in 1996
was 10%. In January 1997, the Company completed a restructuring of these long-
term loans. The revised terms of the loan extend the commencement of the
principal amortization to March 1998 and the amortization period from 35 to 50
months. The interest rate charged on the outstanding loan balance remains
unchanged. As of March 31, 1997, the Company had $3.7 million outstanding under
its long-term notes.
Working capital at March 31, 1997 decreased $.7 million, or 38.9%, to $1.1
million from $1.8 million at December 31, 1996. This decrease was substantially
attributable to the Company's net loss exclusive of depreciation and
amortization, investments in certain of its fixed assets, repayment of its long-
term debt and increases in the current portion of such long-term debt. The
Company is currently seeking from $2 million to $4 million from other sources of
financing or additional investment capital, primarily as a result of the
Company's higher than expected losses incurred during the 1996 fiscal year. As
of May 8, 1997, the Company has not secured such financing or additional
capital, and there is no assurance that the Company will be able to do so.
Should it become unable to secure such financing or additional capital, the
Company would be required to reduce or eliminate altogether certain of its
operations which would have a materially adverse impact on the Company's sales
and future growth for the 1997 fiscal year.
While the Company has no commitments for capital expenditures as of March
31, 1997, it anticipates that it will incur approximately $1.0 million of
research and development expenditures during the 1997 fiscal year in order to
enhance existing products and to develop new products.
FORWARD-LOOKING STATEMENTS
The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
the Company's expectations or beliefs concerning future events, including
without limitation the following: the possibility of fluctuations in the
Brazilian economy and currency and the effects thereof, if any, on the Company;
the continued growth in the Company's sales derived from its integrated security
systems and related products; the ability to maintain or surpass past or current
levels of income and/or profitability in Brazil or the U.S.; the future
repayment of certain outstanding notes payable; the Company's ability to secure
additional credit facilities, sources of financing or investment capital in the
U.S. and Brazil; the long-term viability of the Company; and the sufficiency of
the Company's cash provided by operating, investing and financing activities for
the Company's future liquidity and capital resource needs.
The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including without limitation the
following: general economic conditions; specific economic conditions relating to
the production of integrated security systems (including software); the
economic, social and political conditions in Brazil; the demand for the
Company's products; the size and timing of future orders and new contracts;
specific feature requests by customers; production delays or manufacturing
inefficiencies; management decisions to commence or discontinue product lines;
the Company's ability to design and introduce new products on a cost-effective
and timely basis; the amount and timing of research and development
expenditures; the maintenance of present and the availability of future
strategic alliances and joint marketing or servicing agreements; the
introduction of new products and product enhancements by the Company or its
competitors; the budgeting cycle of customers; changes in the proportion of
revenues attributable to license fees and maintenance and support services;
changes in the level of operating expenses; and the present and future
10
<PAGE>
level of competition in the industry. Results actually achieved thus may differ
materially from expected results included in these statements.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following is a list of Exhibits filed as part of this
--------
Quarterly Report on Form 10-QSB:
No. Exhibit
--- -------
3.1* Articles of Incorporation of the Company, as amended
3.2* Bylaws of the Company
4.1* Form of Common Stock Certificate
4.2* Form of Redeemable Warrant Certificate
10.1* 1996 Stock Option Plan, as amended
10.2* Strategic Alliance Agreement between
Lockheed Martin IMS and Ensec Inc.
10.3* Card Access Systems Agreement between Ensec Inc. and
Electronic Data Systems Corporation, as amended to the
date hereof
10.4* Software Value Added Reseller Agreement between
Ensec Inc. and ICL Enterprises
10.5* Agreement between Ensec Inc. and The Port Authority of
New York and New Jersey
10.6* Agreement for Purchase and Sale of the Bank Automation
Division of Ensec, S.A. between
De La Rue Investimentos Ltda. and Ensec S.A.
10.7* Form of Employment Agreement representing Employment
Agreements between the Company and each of Charles N.
Finkel, James K. Norman, Flavio R. da Silva, Steven T.
Geffin, Edward Morelli, David J. Rottner and John De George
10.8** ADT Original Equipment Manufacturer Agreement between Ensec
Inc. and ADT Security Systems, Inc.
11.1*** Statement Regarding Computation of Per Share Earnings
27.1*** Financial Data Schedule
- -----------------
* Filed as an exhibit to Amendment No. 3 to the Company's Registration
Statement on Form SB-2 (File No. 333-06223), as filed with and declared
effective by the Commission on September 25, 1996.
** To be filed by amendment to the Company's Quarterly Report on Form 10-QSB,
dated as of September 30, 1996, as filed with the Commission on November
13, 1996 (File No. 0-21361).
*** Filed as an exhibit hereto.
(b) Reports on Form 8-K.
-------------------
None.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENSEC INTERNATIONAL, INC.
------------------------------------------
(Registrant)
DATE: May 8, 1997 By: /s/ Charles N. Finkel
---------------------------------
Charles N. Finkel
President and Chief Executive Officer
DATE: May 8, 1997 By: /s/ David J. Rottner
---------------------------------
David J. Rottner
Vice President, Chief Financial Officer
and Secretary
(Principal Financial Officer)
12
<PAGE>
EXHIBIT 11.1
ENSEC INTERNATIONAL, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Loss from operations $ (542,858) $ (365,477)
=========== ===========
Weighted average shares outstanding 5,656,250 3,500,000
Common stock equivalents(1) 177,500 472,302
----------- ----------
Total weighted average common stock
equivalents outstanding 5,833,750 3,972,302
=========== ==========
Loss per common share: $ (.09) $ (.09)
=========== ==========
</TABLE>
(1) In accordance with SAB Topic 4(D), the weighted average common stock
equivalents include options and warrants issued within one year of the
Company's initial public offering with exercise prices below $6.00 per
share for all periods presented as calculated under the treasury stock
method.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS AS OF MARCH 31, 1997 AND DECEMBER 31, 1996 AND CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 590,015
<SECURITIES> 0
<RECEIVABLES> 1,885,466
<ALLOWANCES> 198,000
<INVENTORY> 1,041,369
<CURRENT-ASSETS> 3,555,033
<PP&E> 4,520,168
<DEPRECIATION> 2,110,828
<TOTAL-ASSETS> 9,720,979
<CURRENT-LIABILITIES> 2,882,470
<BONDS> 3,731,000
0
0
<COMMON> 56,563
<OTHER-SE> 4,413,164
<TOTAL-LIABILITY-AND-EQUITY> 9,720,979
<SALES> 2,054,816
<TOTAL-REVENUES> 2,074,351
<CGS> 1,210,435
<TOTAL-COSTS> 2,546,545<F1>
<OTHER-EXPENSES> (26,336)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 275,000
<INCOME-PRETAX> (542,858)
<INCOME-TAX> 0
<INCOME-CONTINUING> (542,858)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (542,858)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
<FN>
<F1>EXCLUDES TRANSLATION GAIN OF $44,000.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS AS OF MARCH 31, 1997 AND DECEMBER 31, 1996 AND CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 2,794,734
<TOTAL-REVENUES> 2,835,568
<CGS> 1,636,710
<TOTAL-COSTS> 2,724,940<F1>
<OTHER-EXPENSES> 9,509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 586,596
<INCOME-PRETAX> (361,477)
<INCOME-TAX> 4,000
<INCOME-CONTINUING> (365,477)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (365,477)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
<FN>
<F1>EXCLUDES TRANSLATION GAIN OF $124,000.
</FN>
</TABLE>
