<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------
FORM 10-Q
---------
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 0-21773
FIREARMS TRAINING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 57-0777018
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30024
(Address of principal executive offices)
TELEPHONE NUMBER (770) 813-0180
(Registrant's telephone number, including area code)
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 [ ]
As of August 10, 1999, there were (1) 19,051,173 shares of the
Registrant's Class A Common Stock and (2) 1,694,569 shares of the Registrant's
Class B nonvoting Common Stock outstanding.
<PAGE> 2
FIREARMS TRAINING SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
--------
<S> <C> <C>
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Statements of Operations
Three months ended June 30, 1999 and 1998 ....................... 3
Condensed Consolidated Balance Sheets
June 30, 1999 and March 31, 1999 ................................ 4
Condensed Consolidated Statements of Cash Flows
Three months ended June 30, 1999 and 1998 ....................... 5
Notes to Condensed Consolidated Financial Statements ............ 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ....................................... 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ............................................... 13
ITEM 5. OTHER INFORMATION................................................ 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ................................ 15
SIGNATURES....................................................... 16
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FIREARMS TRAINING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------
1999 1998
-------- ---------
<S> <C> <C>
Revenues $ 15,196 $ 12,265
Cost of revenues 9,745 7,551
-------- --------
Gross profit 5,451 4,714
-------- --------
Operating expenses:
Selling, general and administrative expenses 2,579 3,175
Research and development expenses 494 1,534
Depreciation and amortization 554 477
Non recurring restructuring charge - 870
-------- --------
Total operating expenses 3,627 6,056
-------- --------
Operating income (loss) 1,824 (1,342)
-------- --------
Other (expense) income, net:
Interest (expense) income, net (1,783) (1,611)
Other (expense) income, net (243) (104)
-------- --------
Total other (expense) income, net (2,026) (1,715)
-------- --------
(Loss) before income taxes (202) (3,057)
Provision (benefit) for income taxes (69) (1,039)
-------- --------
Net (loss) $ (133) $ (2,018)
Accretion of preferred stock dividend (62) --
-------- --------
Net loss applicable to common shareholders $ (195) $ (2,018)
======== ========
Basic (loss) per common share $ (0.01) $ (0.10)
======== ========
Diluted (loss) per common share $ (0.01) $ (0.10)
======== ========
Weighted average common shares outstanding - basic 20,734 20,664
======== ========
Weighted average common and common
Equivalent shares outstanding - diluted 20,734 20,664
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
3
<PAGE> 4
FIREARMS TRAINING SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
JUNE 30, March 31,
1999 1999
----------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,298 $ 2,805
Accounts receivable, net 14,645 19,116
Unbilled Receivable 10,190 4,744
Inventories 17,551 17,854
Prepaid expenses and other current assets 848 702
Deferred income taxes, net 2,107 2,107
--------- ---------
Total current assets 46,639 47,328
Property and equipment, net 5,029 5,306
Goodwill, net 4,383 4,496
Deferred financing costs, net 2,873 2,795
Deferred income taxes 234 225
--------- ---------
$ 59,158 $ 60,150
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,412 $ 5,384
Accrued liabilities 6,399 7,500
Income taxes payable 1,993 345
Deferred income taxes, net -- --
Deferred revenue 549 1,089
Current maturities of long-term debt 7,250 6,000
--------- ---------
Total current liabilities 20,603 20,318
--------- ---------
Long-term debt, less current maturities 64,896 66,200
--------- ---------
Other noncurrent liabilities 166 172
--------- ---------
Mandatory redeemable preferred stock 3,154 3,093
--------- ---------
Stockholders' equity:
Class A common stock -- --
Additional paid-in-capital 114,350 114,324
Accumulated (deficit) earnings (143,871) (143,676)
Cumulative foreign currency translation adjustment (140) (281)
--------- ---------
Total stockholders' (deficit) equity (29,661) (29,633)
--------- ---------
$ 59,158 $ 60,150
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
4
<PAGE> 5
FIREARMS TRAINING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30,
---------------------
1999 1998
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (195) $(2,018)
Adjustments to reconcile net income to cash
401k stock match 26 42
Revaluation of Options-Compensation -- 71
Accretion of Preferred Stock 62 --
Depreciation 426 345
Amortization of goodwill 129 133
Amortization of deferred financing costs 217 169
Changes in assets and liabilities
Accounts Receivable 4,566 1,927
Unbilled Receivables (5,394) --
Inventory 307 (369)
Prepaid expenses and other current assets (144) (239)
Non-current assets Other -- 15
Deferred income tax benefit -- 1,826
Accounts payable (1,015) (1,037)
Accrued Liabilities (1,141) (2,286)
Income Taxes payable/receivable 1,649 (1,585)
Noncurrent liabilities (7) (69)
Deferred revenue and reserves (524) (2,521)
------- -------
Total adjustments (843) (3,578)
------- -------
Net cash provided by (used in) operating activities (1,038) (5,596)
------- -------
Cash flows from investing activities:
Additions to Property and Equipment, net (117) (422)
Payments for business acquisition, net of cash acquired -- (394)
------- -------
Net cash (used) provided by investing activities (117) (816)
------- -------
Cash flows from financing activities:
Proceeds from long-term borrowing 1,446 6,000
Repayments of long-term debt (1,500) (899)
Proceeds from sale of common stock -- --
Proceeds from preferred stock transaction -- --
Repurchase of warrants -- --
Retirement of common stock -- (75)
Deferred financing costs (294) --
------- -------
Net cash (used) provided by financing activities (348) 5,026
------- -------
Effect of changes in foreign exchange rates (4) (39)
------- -------
Net increase (decrease) in cash (1,507) (1,425)
Cash, beginning of period $ 2,805 3,395
------- -------
Cash, end of period $ 1,298 $ 1,970
======= =======
Supplemental disclosures of cash paid (received) for:
Interest $ 1,784 $ 1,334
======= =======
Income taxes $(1,688) $(1,253)
======= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
5
<PAGE> 6
FIREARMS TRAINING SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, considered
necessary for a fair presentation have been included. Operating results for
the three month period ended June 30, 1999 are not necessarily indicative
of the results that may be expected for the year ended March 31, 2000. For
further information, refer to the company's consolidated financial
statements and footnotes thereto for the year ended March 31, 1999.
6
<PAGE> 7
FIREARMS TRAINING SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
2. INVENTORY.
Inventories consist primarily of simulators, computer hardware, projectors,
and component parts. Inventories are valued at the lower of cost (on a
first-in, first-out basis) or market. Cost includes materials, labor, and
manufacturing overhead. Market is defined as net realizable value.
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, March 31,
1999 1999
------- -------
<S> <C> <C>
Raw materials $ 8,180 $ 8,810
Work in progress 8,017 7,226
Finished Goods 1,354 1,818
------- -------
$17,551 $17,854
======= =======
</TABLE>
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in the
Company's most recently filed Form 10-K.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1999 and 1998
Net Revenues. Revenues increased $2.9 million, or 23.9%, to $15.2 million for
the three months ended June 30, 1999 as compared to the $12.3 million for the
three months ended June 30, 1998. Sales to U.S. military customers for the three
months ended June 30, 1999, decreased by $0.8 million, or 33.0%, to $1.7
million, primarily due to decreased sales to the U.S. Marine Corps. Sales to
U.S. law enforcement customers for the three months ended June 30, 1999 were
unchanged at $1.4 million. Sales to international customers for the three months
ended June 30, 1999 increased $4.1 million, or 54.8%, to $11.5 million,
including $2.4 million from Simtran. Sales to U.S. hunter/sports customers for
the three months ended June 30, 1999 decreased $296,000, or 34.5%, to $562,000
primarily attributable to the seasonal fluctuations of the business.
Cost of Revenues. Cost of revenues increased $2.2 million, or 29.1%, to $9.7
million for the three months ended June 30, 1999 as compared to $7.6 million for
the three months ended June 30, 1998. As a percentage of revenues, cost of
revenues increased to 64.1% for the three months ended June 30, 1999 as compared
to 61.6% for the three months ended June 30, 1998. The increase in cost of
revenues as a percentage of revenues is attributable to the lower volume of
revenues to cover the fixed portion of cost of goods sold.
Gross Profit. As a result of the foregoing, gross profit increased $0.7 million,
or 15.6%, to $5.5 million, or 35.9% of revenues, for the three months ended June
30, 1999 as compared to $4.7 million, or 38.4% of revenues, for the three months
ended June 30, 1998.
Total Operating Expenses. Total operating expenses decreased $2.4 million, or
40.1%, to $3.6 million for the three months ended June 30, 1999 as compared to
$6.1 million for the three months ended June 30, 1998. As a percentage of
revenues, total operating expenses decreased to 23.9% for the three months
ended June 30, 1999 as compared to 49.4% for the three months ended June 30,
1998. The non-recurring restructuring charge of $.9 million was related to a
workforce reduction and excluding certain other measures incurred by the
Company in the first quarter of fiscal 1999. Selling, general and
administrative ("S,G&A") expenses decreased $0.6 million or 18.8%. This
decrease in S,G&A is due primarily to a decrease in the workforce. Research and
development ("R&D") expenses decreased $1.0 million primarily attributable to
the Company's workforce reduction and lowered levels of revenue in the previous
fiscal year. Depreciation and amortization expense increase slightly primarily
attributable to additional capital expenditures.
8
<PAGE> 9
Operating Income (Loss). As a result of the foregoing, operating income
increased $3.2 million, or 235.9%, to $1.8 million, or 12.0% of revenues, for
the three months ended June 30, 1999 as compared to an operating loss of $0.47
million or (10.9)% of revenues, for the three months ended June 30, 1998.
Other (Expense) Income, net. Net interest expense totaled $1.8 million, or 11.7%
of revenues for the three months ended June 30, 1999 as compared to $1.6
million, or 13.1% of revenues for the three months ended June 30, 1998. The
increase in interest expense is attributable to the increase in borrowings
incurred for the Company's working capital needs and renegotiated interest rate
levels in the current NationsBank credit agreement.
Provision (Benefit) for Income Taxes. The effective tax rate increased slightly
to 34.2% of income before taxes for the three months ended June 30, 1999 as
compared to 34.0% of income before taxes for the three months ended June 30,
1998. The relatively small amount of change in the tax rate was primarily
attributable to obtaining a large percentage of revenue from the international
sector as a percentage of revenues, which maintained the tax benefits derived
from the Company's foreign sales subsidiary.
Net Loss. As a result of the foregoing, the net loss as reported decreased
$1.9 million, or 93.4%, to a net loss of $0.1 million, or (.9)% of revenues for
the three months ended June 30, 1999 as compared to a net loss of $2.0 million,
or (16.5)% of revenues for the three months ended June 30, 1998.
Accretion of Preferred Stock. The expense for the accretion of the preferred
stock issued in November 1998 was a total of $62,000 for the three months ended
June 30, 1999.
Net Loss applicable to common shareholders. The loss applicable to common
shareholders decreased $1.8 million or 90.3% to $.2 million ($0.01 per share)
or (1.3)% of revenue. This compares to the three months ended June 30, 1998 of a
loss of $2.0 million ($0.10 per share) or (16.5)% of revenue.
BACKLOG
Backlog represents customer orders that have been contracted for future
delivery. Accordingly, these orders have not yet been recognized as revenue, but
represent potential revenue. As of June 30, 1999, the Company had a backlog of
approximately $17.2 million, comprised of $14.3 million from FATS international
customers, $1.8 from Simtran's Canadian customers and $1.1 million from FATS
U.S. military and law enforcement customers. Approximately $11.8 million of the
contracted orders are scheduled for delivery during fiscal year 2000.
U.S. ARMY EST PROCUREMENT PROCESS
The Army Engagement Skills Trainer ("EST") program contract was awarded to ECC
International during fiscal year 1999. The Company was then awarded a contract
by ECC International to be the exclusive supplier of all weapons simulators for
the EST program. The Company has begun performing under this multi-year
contract, which did not have a material effect on revenues for the quarter ended
June 30, 1999.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES AND GOING CONCERN CONSIDERATIONS
The Company's principal liquidity and capital resource needs currently and for
the near future are to fund working capital, debt service and capital
expenditures necessary to support its business.
The Company's primary sources of liquidity and capital resources are cash
generated from operating activities, the NationsBank Credit Agreement, a
revolving line of credit in the amount of $3,000,000 (the "Subsidiary Line") and
the additional equity investment from the Centre Entities. Net working capital
was $26.0 million at June 30, 1999 and $27.0 million at March 31, 1999.
At June 30, 1999, the Company's ability to continue as a going concern is
subject to several business and market risks. The risks are (1) a large
receivable which is supported by a performance letter of credit from an
international customer must be received by the Company in the immediate future;
(2) the Company has not generated significant revenue or cash flow from its
current operations, and the expectation of future revenues or cash flow cannot
be assumed; and (3) the Company must receive new contracts for product to be
delivered in the current fiscal year in order to achieve its revenue projections
since the Company has entered the new fiscal year with a significantly smaller
backlog than in the previous two fiscal years. The Company's large international
receivable is secured by a performance letter of credit. The Company has been
orally assured by the relevant authority that necessary payment authorization
documentation has been completed and that payment will be forwarded however, the
Company has not yet received payment.
Management's plans in response to the above risks are (1) the Company
continues to take steps to further reduce cost and reinforce cost control
measures related to assure operations are conducted at the lowest cost possible;
(2) the Company remains focused on revenue maximization and has determined to
place greater emphasis on the domestic and international law enforcement
business through release of new products in this market sector; (3) the Company
has begun aggressively pursuing third party relationships in order to develop
additional new revenue and cash generating opportunities; and (4) Management
efforts have been focused to insure prompt collection of the large international
receivable which it believes is likely to occur.
The Company believes that this business strategy may achieve positive
operating margins over time, provided that the Company collects the large
international receivable outstanding and achieves the new business revenue
targets needed to finance working capital needs. There can be no assurances that
this strategy will be successful or that the new business revenue targets can be
met in order to meet working capital needs. These factors, discussed in the note
above, raise substantial doubt about the ability of the Company to continue as a
going concern. The accompanying financial statements have been prepared under
the assumption that the Company will continue as a going concern and do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue in existence.
10
<PAGE> 11
As of August 10, 1999, the Company has borrowings of $20.5 million and had
outstanding letters of credit of approximately $1.5 million under the $22.0
million NationsBank revolving credit facility. The Company currently has
borrowings of $1,250,000 under the $3,000,000 Subsidiary Line. The Company
believes that the cash flow from operations combined with the borrowings under
the NationsBank Credit Agreement, the Subsidiary Line and the additional equity
investment from the Centre Entities, will be sufficient to meet the Company's
presently anticipated working capital, capital expenditure and debt service
needs for the next 12 months.
The Company's operating activities used cash of $1.0 million in the three months
ended June 30, 1999 and used cash of $5.6 million in the three months ended June
30, 1998. The $4.6 million increase in net cash provided by operations was
primarily due to the decreased net loss during the quarter and the decrease in
accounts receivable. Unbilled receivables increased by $5.4 million for the
three months ended June 30, 1999. Unbilled receivables represent revenue
recognized under contract but not billed to the customer.
The Company's investing activities used cash of $0.1 million for the three
months ended June 30, 1999 and used cash of $0.8 million for the three months
ended June 30, 1998. The Company's primary investing activity in the three month
period ended June 30, 1999, was for capital expenditures that were primarily for
equipment used in manufacturing, R&D and general administration.
The Company's financing activities used cash of $0.3 million for the three
months ended June 30, 1999. The Company's primary financing activity in the
three month period ended June 30, 1999, was the net repayment of long term debt
from the credit facility offset by borrowings for capital expenditures and
working capital needs to fund the operations of the Company.
The Company's indebtedness and the related covenants will have several important
effects on its future operations, including, but not limited to, the following:
(i) a portion of the Company's cash flow from operations must be dedicated to
the payment of interest on and principal of its indebtedness and will not be
available for other purposes; (ii) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, R&D,
acquisitions, general corporate purposes or other purposes may be limited; and
(iii) the Company's level of indebtedness could limit its flexibility in
reacting to business developments and changes in its industry and economic
conditions generally.
Concentration of Credit Risk
At June 30, 1999, approximately $6.0 million in accounts receivable was due from
three international customers, of which approximately $5.3 million was secured
by performance letters of credit.
YEAR 2000
The Year 2000 issue, which is common to most businesses, concerns the inability
of information systems, primarily computer software programs, to properly
recognize and process date-sensitive information on and beyond January 1, 2000.
The Company believes that it has modified or
11
<PAGE> 12
replaced its affected systems. A complete evaluation has been made on all
internal systems, including items such as voice mail, automated badge entry,
email, payroll, accounting and manufacturing. There are no known problems at
this time. The Company has completed the modifications to all of its information
systems. All network servers have been assessed and tested as Year 2000
compliant. In addition, the Company has an ongoing policy of upgrading and
testing for Year 2000 compliance, as new software packages become available. The
Company is satisfied that its customer base is aware of the Year 2000 issue and
is proactively working to ensure that there are no problems associated with Year
2000. The Company expects that its systems will be fully operational and will
not cause any material disruptions because of Year 2000 issues. Because of the
uncertainties associated with assessing preparedness of suppliers and customers,
there is a risk of a material adverse effect on the Company's future results of
operations if these groups are not capable of correcting their Year 2000 issues,
if any. The Company expects that its systems will be fully operational and will
not cause any material disruption because of Year 2000 issues. The Company has
an ongoing process to continue evaluation of all critical systems, products,
suppliers and customers from now until the Year 2000 and beyond. The Company
does not expect to incur any additional costs for the Year 2000 issue. The Year
2000 issue resolution includes a final re-verification test of all systems and a
contingency plan (manual backup) to be implemented and validated by the fourth
quarter of calendar year 1999. The Company does not expect that the Year 2000
issue will have a material impact on the results of operations, liquidity or
consolidated financial position of the Company.
CERTAIN FORWARD LOOKING STATEMENTS
The foregoing forward-looking statements are subject to a number of factors
which could cause actual results to differ as described above and under Item 5
"Other Information". No assurance can be given that actual revenues, operating
income or net income will not be materially different than those anticipated
above.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 3, 1997, Dart International, Inc. ("Dart"), a Company subsidiary, was
sued by Advanced Interactive Systems, Inc. ("AIS") for alleged infringement of a
patent owned by AIS, U.S. Patent No. 5,649,706 (the "706 Patent"). Dart filed
its answer on December 2, 1997, denying all material allegations, asserting
numerous affirmative defenses, and counterclaiming for a judicial declaration of
noninfringement, patent invalidity, patent unenforceability, and for damages for
unjust enrichment. Discovery is ongoing at this time, and no dispositive motions
have been filed or heard. In the opinion of the Company's management, this
proceeding will not have a material adverse effect on the Company's financial
position, liquidity, or results of operations.
On January 27, 1999, FATS, Inc. ("FATS"), a Company subsidiary, was sued by
Advanced Interactive Systems, Inc ("AIS") for alleged infringement of a patent
owned by AIS, U.S. Patent No. 5,823,779 (the "779 Patent"). FATS filed its
answer on May 21, 1999 denying infringement and counter claimed seeking
declaratory judgement that the 779 Patent is invalid, among other claims.
Discovery has not yet begun on this case. In the opinion of the Company's
management, this proceeding will not have a material adverse effect on the
Company's financial position, or results of operations
The Company is involved in legal proceedings from time to time in the ordinary
course of its business which, in the opinion of management, will not have a
materially adverse effect on the Company's financial position, liquidity, or
results of operation.
13
<PAGE> 14
ITEM 5. OTHER INFORMATION
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Certain statements in this filing, and elsewhere (such as in other filings by
the Company with the Commission, press releases, presentations by the Company or
its management and oral statements) constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, (i) those described above including the
timing and size of, and the Company's success in competing for, new contracts
awarded by military and other government customers; (ii) significant variability
in the Company's quarterly revenues and results of operations as a result of
variations in the number and size of the Company's shipments in a particular
quarter while a significant percentage of its operating expenses are fixed in
advance; (iii) concentrations of revenues from a few large customers who vary
from one period to the next; (iv) the high percentage of sales to military and
law enforcement authorities whose orders are subject to extensive government
regulations, termination for a variety of factors and budgetary constraints; (v)
a significant and increasing proportion of international sales which may be
subject to political, monetary and economic risks, including greater credit
risks; (vi) the relatively undeveloped nature of the market for small and
supporting arms training simulators and the need for continued adoption of
simulation training systems if the market is to expand; (vii) the potential for
increased competition; (viii) the Company's ability to attract and retain key
personnel and adapt to changing technologies; and (ix) other factors described
in the Company's Form 10-K for the fiscal year ended March 31, 1999 under the
caption Part I and in the Company's Prospectus under the caption "Risk Factors".
14
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed with this report as exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
11.01 Statement regarding computation of net income per common share.
27.01 Financial Data Schedule. (for SEC use only).
</TABLE>
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1999.
15
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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.
DATED: August 16, 1999
FIREARMS TRAINING SYSTEMS, INC.
(Registrant)
\s\ Peter A. Marino
--------------------------------------------
Peter A. Marino
Chief Executive Officer and President
\s\ John A. Morelli
--------------------------------------------
John A. Morelli
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
16
<PAGE> 1
EXHIBIT 11.01
FIREARMS TRAINING SYSTEMS, INC.
STATEMENT REGARDING COMPUTATION OF EARNINGS PER COMMON SHARE
(In thousands, except per share data)
<TABLE>
<CAPTION>
BASIC EARNINGS DILUTED EARNINGS
PER SHARE(1) PER SHARE(1)
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average common and common
shares outstanding 20,734 20,664 20,734 20,664
Shares issued upon assumed exercise
of outstanding options - - - -
------- ------- ------- -------
Weighted average common and common
equivalent shares outstanding 20,734 20,664 20,734 20,664
======= ======= ======= =======
Net income $ (195) $(2,018) $ (195) $(2,018)
======= ======= ======= =======
Earnings per share $ (0.01) $ (0.10) $ (0.01) $ (0.10)
======= ======= ======= =======
</TABLE>
- -------------------
(1) Shares reflect a 100,000-for-one stock split in July 1996 in connection
with the recapitalization and a split of 1.66-for-one in October 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FATS, INC. FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 1,298
<SECURITIES> 0
<RECEIVABLES> 25,045
<ALLOWANCES> 210
<INVENTORY> 17,551
<CURRENT-ASSETS> 46,639
<PP&E> 8,649
<DEPRECIATION> 3,620
<TOTAL-ASSETS> 59,158
<CURRENT-LIABILITIES> 20,603
<BONDS> 64,896
3,154
0
<COMMON> 114,350
<OTHER-SE> (144,011)
<TOTAL-LIABILITY-AND-EQUITY> 59,158
<SALES> 15,196
<TOTAL-REVENUES> 15,196
<CGS> 9,745
<TOTAL-COSTS> 9,745
<OTHER-EXPENSES> 3,627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,783
<INCOME-PRETAX> (202)
<INCOME-TAX> (69)
<INCOME-CONTINUING> (133)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (195)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
