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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM 10-K/A
------------------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
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 Identification No.)
Incorporation or organization)
7340 MCGINNIS FERRY ROAD, SUWANEE, GEORGIA 30024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 813-0180
Name of exchange on which registered: NONE
Securities pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK,
$0.000006 PAR VALUE PER SHARE
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 [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X].
Aggregate market value of the voting stock held by non-affiliates of
the registrant as of August 31, 2000: $2,878,853 (based on 9,596,177 shares of
non-affiliates Class A Common Stock outstanding at $0.30 per share; the last
sale price on The NASDAQ OTC:BB on August 31, 2000)
At August 31, 2000, there were issued and outstanding 68,747,632
shares of Class A Common Stock, par value $0.000006 per share and there were
issued and outstanding 1,139,017 shares of Class B nonvoting Common Stock, par
value $0.000006 per share.
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ITEM 6. SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The selected financial data of the Company for each of the last five
years set forth below have been derived from the Company's consolidated
financial statements for each of the five fiscal years ended March 31, 2000,
which financial statements have been audited by Arthur Andersen LLP. The
selected consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" set forth below and the financial statements of the
Company included elsewhere in this Report and referred to in the "Index to
Financial Statements" (together with the notes and other reports relating to
such financial statements).
<TABLE>
<CAPTION>
Fiscal Years Ended March 31,
----------------------------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total Revenue $ 38,889 $ 55,514 $ 73,547 $ 90,806 $ 65,439
Gorss Margin 8,200 19,977 39,680 46,592 34,537
Gross Margin % 21.1% 36.0% 54.0% 51.3% 52.8%
Operating Expenses $ 19,275 $ 16,975 $ 26,553 $ 19,713 $ 15,254
Non-Recurring Expenses (143) 870 -- -- --
Operating Income (Loss) (11,075) 3,002 13,127 26,879 19,283
Interest (Income) Expense 8,056 7,316 5,905 6,069 (165)
Other (Income) Expense 325 400 97 1,110 93
Net Income (Loss) (18,902) (3,107) 3,233 9,014 12,790
Basic Earnings Per Share (0.91) (0.15) 0.16 0.55 0.89
Diluted Earnings Per Share (0.91) (0.15) 0.15 0.50 0.80
BALANCE SHEET DATA:
Working Capital 21,020 27,010 18,907 20,350 20,260
Total Assets 41,575 60,150 56,380 42,121 33,820
Total Debt including
Current Maturities 73,772 72,200 63,000 58,600 --
Stockholders' Equity (Deficit) (48,201) (29,633) (28,231) (31,378) 21,262
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This analysis of the Company's results of operations should be viewed
in conjunction with the accompanying financial statements, including notes
thereto, contained in Item 8 of the Annual Report on Form 10K. This report may
contain certain forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Statements that are
predictive in nature, that depend upon or refer to future events or conditions,
are forward looking statements. Although the Company believes that these
statements are based upon reasonable assumptions, we can give no assurance that
their goals will be achieved.
Actual results may differ from those expressed or implied in
forward-looking statements. With respect to any forward looking statements
contained in this report, the Company believes that it is subject a number of
risk factors, including: the inherent unpredictability of currency
fluctuations; competitive actions, including pricing; the ability to realize
cost reductions and operating efficiencies, and in a manner that does not
unduly disrupt business operations and the ability to identify and to realize
other cost-reduction opportunities; and general economic and business
conditions. Any forward-looking statements in this report should be evaluated
in light of these important risk factors.
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lowest cost possible at all locations; (2) remain focused on revenue
maximization of standard products with higher margin potentials within the
domestic and international law enforcement business segment; (3) minimize
capital expenditures in non-strategic areas; (4) improve inventory turns and
lower inventory investment and; (5) negotiate more favorable terms and
conditions to reduce extended or prolonged payment cycles.
The Company believes that this business strategy may achieve positive
operating results provided that the Company collects on past due receivables
outstanding, and achieves the new business revenue targets necessary to finance
working capital needs. There can be no assurances that this strategy, and the
objectives cited above, will be successful or that the new contracts will be
awarded to the Company.
As of March 31, 2000, the Company had working capital of $21.0 million
compared to $27.0 million as of March 31, 1999. The Company's spending for its
fiscal 2000 capital expenditures was $1.5 million. Such expenditures include
leasehold improvements, computer equipment and software, marketing product
demonstration equipment, and manufacturing machinery.
The Company had a net decrease in cash and cash equivalents of $.9
million in fiscal 2000 compared to a net decrease of $.6 million and an
increase of $1.7 million in fiscal 1999 and 1998, respectively. For fiscal
2000, the Company's operating activities generated cash of approximately $.6
million. The Company's investing activities used cash of approximately $2.8
million that included $1.3 million in restricted cash to secure contract
performance guarantees and $1.5 million in capital expenditures. The Company
generated cash of $1.3 million in financing activities primarily in connection
with long-term debt borrowed to finance fiscal 2000 expenses.
RECENT ACCOUNTING PRONOUNCEMENTS
In 1999, the staff of the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in
Financial Statements". SAB No. 101 summarizes the SEC staff's view in applying
generally accepted accounting principles to the recognition of revenues. The
Company is currently reviewing its revenue recognition policy and does not
expect the adoption of SAB No. 101 to have a material impact on its
consolidated results of operations, financial position, or cash flows.
YEAR 2000 ISSUES
As described in the Form 10-Q for the quarter ended December 31, 1999,
the Company had developed plans to address our potential exposures to our
systems related to the Year 2000. Since entering the Year 2000, we have not
experienced any significant disruptions to our business nor are we aware of any
significant Year 2000 related disruptions impacting our customers and
suppliers. The Company will continue to monitor its systems and operations
until reasonably assured that no significant business interruptions will occur
as a result of any Year 2000 issues. The Company spent a total of approximately
$20,000 on the Y2K Project with no significant additional expenses expected in
FY 2001.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a number of market risks in the ordinary
course of business, such as, foreign currency exchange risk in the fulfillment
of international contracts and interest rate risk associated with non trading
assets utilized to manage the interest rate cost of the outstanding long term
liabilities. The Company's net exposure to interest rate risk consists of its
floating rate debt which is tied to changes in U.S. and European LIBOR rates.
Assuming a 10% increase in interest rates, interest expense, net for 2000 would
have increased by approximately $.5 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Public Accountants, the Consolidated
Financial Statements, Financial Statement Schedule and Notes to Consolidated
Financial Statements that appear on pages F-1 through F-22 and S-1 of this
Annual Report on Form 10-K are incorporated herein by reference.
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Zepf, over which each such individual has delegated voting and
investment authority to Centre Partners pursuant to certain
co-investment arrangements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
On June 1, 1999 certain subsidiaries of the Company established a
revolving line of credit in the amount of $3,000,000 with a financial
institution with a maturity date of July 31, 2000. Payment obligations under the
Subsidiary Line were guaranteed by the Centre Partnerships as well as by the
Company and certain of its subsidiaries. In exchange for such guarantees the
Centre Partnerships received a fee of $50,000 in cash and was entitled to be
paid an additional funding fee of $250,000 in the event any payments were made
by any Centre Partnerships to the financial institution. Such obligations to the
Centre Partnerships were satisfied in connection with the Restructure as
described below.
Effective September 30, 1999, Peter Marino's employment by the Company
was terminated. Under his employment contract dated September 18, 1996, upon
termination other than for cause involving breach of duty, misconduct, or gross
negligence, Mr. Marino remains entitled to receive his base salary of $350,000
per year until the fiscal year ending March 31, 2002. Such amounts would be
offset by the amount of compensation Mr. Marino received from a subsequent
employer. In addition, in connection with his departure, the exercise date of
his vested stock options was extended to December 29, 2001.
On August 25, 2000, with effect from April 1, 2000, the Centre Entities
and the Company, in connection with the Restructure, completed the following
transactions by which the Company issued certain additional securities to the
Centre Entities in exchange for the $3,250,000 obligation of the Company with
regard to the Centre guarantee described above (the "Centre Guarantee
Obligation"), the Series A Preferred Stock held by the Centre Entities and
certain co-investors and a portion of the senior indebtedness assigned to the
Centre Entities by one of the original Lenders immediately prior to the
Restructure, as follows:
(1) The Company issued $504,129 principal amount of Centre senior
secured loans which are pari passu with and secured by the same security as the
Lender senior secured loans in exchange for a portion of the Centre Guarantee
Obligation;
(2) The Company issued $966,248 principal amount of Centre junior
secured loans which are pari passu with and secured by the same security as the
Lender junior secured loans in exchange for a portion of the Centre Guarantee
Obligation;
(3) The Company issued 897.397 shares of Series B Preferred Stock
having a liquidation value of $897,397 in exchange for a portion of the Centre
Guarantee Obligation;
(4) The Company issued 1,764,452 shares of Class A Voting Stock in
exchange for a portion of the Centre Guarantee Obligation;
(5) The Company issued 6,695,212 additional shares of Class A Common
Stock in exchange for the existing Series A Preferred Stock, having a
liquidation value of $3,607,606 held by the Centre Entities and certain
co-investors and amended existing warrants held by the Centre Entities to
purchase 3,246,164 shares of Class A Common Stock at $1.00 per share by
providing for payment of the exercise price in cash rather than the Series A
Preferred Stock, and making a slight adjustment in the original exercise price
of $1.03 per share;
(6) The Company issued to the Centre Entities Warrants to purchase
2,000,000 shares of Class A Common Stock at $0.25 per share expiring March 31,
2005; and
(7) The Centre Entities received with respect to their portion of the
secured debt under the senior credit agreement, $2,028,683 principal amount of
senior secured debt, $3,888,309 principal amount of junior secured debt,
3,611.244 shares of Series A Preferred Stock having a liquidation value of
$3,611,244 and 7,100,391 shares of Class A Common Stock which are subject to the
Voting Agreement and letter described under Item 1 Change of Control.
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The following table sets forth the Company's outstanding options and
options exercisable, including the exercise price range, number of shares,
weighted average exercise price, and remaining contractual lives by groups of
similar price and grant date as of March 31, 2000:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------ Weighted -------------------------------
Outstanding Average Weighted Exercisable Weighted
as of Remaining Average as of Average
Range of Exercise Prices 03/31/2000 Contractual Life Exercise Price 03/31/2000 Exercise Price
------------------------ ----------- ---------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$ 0.50 - $ 1.43 781,034 9.8 $ 0.74 107,142 $ 1.03
1.44 - 2.85 58,184 8.2 1.79 19,634 1.79
2.86 - 4.28 1,188,369 4.7 3.25 594,234 3.25
4.29 - 5.70 16,600 4.8 5.19 11,067 5.19
5.71 - 7.13 3,000 4.4 7.13 2,000 7.13
7.14 - 8.55 91,733 5.9 7.62 34,140 7.63
8.56 - 9.98 100 5.0 9.00 67 9.00
9.99 - 12.00 75,834 5.5 11.80 42,004 11.79
--------- ---- ------- ------- -------
2,214,854 6.7 $ 2.82 810,288 $ 3.59
</TABLE>
STOCK COMPENSATION PLAN
The Company adopted the Firearms Training Systems, Inc. Employee Stock
Compensation Plan ("the Stock Plan") on July 1, 1997. The Company has reserved a
total of 500,000 shares of Class A common stock for issuance under the Plan. As
of March 31, 2000, 58,644 shares were available for future grant under the Stock
Plan. The Stock Plan provides for antidilution in the event of certain defined
circumstances. Under the Plan, the Company may issue shares of Class A common
stock for compensation, including issuances to make Company matching
contributions under the Company's 401(k) Profit Sharing Plan. During the years
ended March 31, 2000, 1999, and 1998, the Company issued 10,239, 56,883, and
101,734 shares of Class A common stock to the 401(k) Profit Sharing Plan as
matching contributions (Note 3).
During the year ended March 31, 2000, the Company also granted 272,500
shares of restricted stock with a fair value at the date of grant of $.69 per
share to various employees under the Stock Plan. The shares vest and become
unrestricted 50% on September 30, 2000 and 50% on March 31, 2001. The Company
has recorded deferred compensation equal to the fair value of these shares on
the date of grant.
MANAGEMENT SHARES AGREEMENT
In September 1996, the Company entered into a management shares
agreement ("Management Shares Agreement") with Centre Partners Management LLC,
the Centre Entities and those executive officers who either: (i) have been
awarded options pursuant to the Plan; (ii) have been awarded shares of common
stock; or (iii) have purchased shares of common stock from the Company (the
"Management Holders"). Pursuant to the Management Shares Agreement, Centre
Partners Management LLC, on behalf of the Centre Entities, has "bring along
rights" pursuant to which it has the right to require the Management Holders to
sell a pro rata portion of their shares in connection with a sale to an
unaffiliated third party of 5% or more of the common stock held by the Centre
Entities. The Management Holders have similar "tag along" rights pursuant to
which they can participate in a sale by the Centre Entities of 5% or more of the
outstanding shares of common stock to an unaffiliated third party. The Centre
Entities also have agreed to assist the Management Holders in registering
proportionate amounts of the common stock held by such Management Holders if the
Centre Entities exercise any rights to register common stock under a
registration rights agreement, which granted Centre Entities certain demand
registration rights exercisable on no more than ten occasions as well as certain
"piggyback" registration rights. The Management Shares Agreement terminates: (i)
with respect to the Centre Entities, at such time as they hold less than 10% of
the outstanding shares of common stock; and (ii) ten years from the date of the
agreement, if not sooner terminated.
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Subsequent to March 31, 2000, Centre Entities paid the Revolving
Promissory Note on behalf of the Company. In August 2000, the Company entered
into a Loan Agreement and Exchange Agreement with Centre Entities (the "Centre
Loan Agreement"). Under the Centre Loan Agreement, the $3,000,000 balance paid
by Centre Entities on the Revolving Promissory Note, as well as a $250,000
funding fee, was converted to 1,764,452 shares of Class A common stock, 897.397
shares of Series B preferred stock, approximately $504,000 in Senior secured
loans (the "Senior Centre Loans"), and approximately $966,000 in Junior secured
loans (the "Junior Centre Loans").
All borrowings under the New Credit Agreement and the Centre Loan
Agreement mature on March 31, 2003. However, the Company may extend the maturity
date on all junior and senior loans to March 31, 2004 for a fee equal to 1% of
the outstanding balance. The Senior Bank Loans and Senior Centre Loans bear
interest at prime plus 1%, payable quarterly in cash. The Junior Bank Loans and
Junior Centre Loans bear interest at 10%, payable quarterly in cash or in notes
with the same terms, depending on ratio of EBITDA to interest due on the senior
loans. The Senior Bank Loans, Senior Centre Loans, and New Facility are secured
by a first lien on all assets of the Company. The Junior Bank Loans and Junior
Centre Loans have a second lien on all of the assets. The New Credit Agreement
and the Centre Loan Agreement include certain financial and other covenants,
including a minimum EBITDA interest coverage covenant and a limitation on
capital expenditures.
SECURITIES EXCHANGE AND RELEASE AGREEMENT
In August 2000, the Company entered into a Securities Exchange and
Release Agreement with Centre Entities (the "Centre Securities Agreement"). In
accordance with the agreement, all shares of Series A mandatory redeemable
preferred stock and related non-detachable warrants were exchanged for 6,695,212
shares of Class A common stock and amended warrants to purchase 3,246,164 shares
of Class A common stock at $1.00 per share, subject to adjustment for stock
dividends and certain other stock distributions and issuances. The Centre
Securities Agreement also includes new warrants to purchase 2,000,000 shares of
Class A common stock at an exercise price of $0.25 per share, subject to
adjustment for stock dividends and certain other stock distributions and
issuances. The warrants expire March 31, 2005.
Page F-21
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunder duly authorized, in the City of
Suwanee, State of Georgia on October 16, 2000.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ Robert F. Mecredy
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Robert F. Mecredy
President, Chief Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints
Robert F. Mecredy and John A. Morelli each of them singly, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and his name, place and stead, and in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K of
Firearms Training Systems, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or any of
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*
------------------------- President, Chief Executive Officer October 16, 2000
Robert F. Mecredy and Director (Principal Executive Officer)
*
------------------------- Chief Financial Officer October 16, 2000
John A. Morelli and Treasurer (Principal Financial and Accounting Officer)
*
------------------------- Chairman of the Board and Director October 16, 2000
Lester Pollack
*
------------------------- Director October 16, 2000
William J. Bratton
*
------------------------- Director October 16, 2000
Gilbert F. Decker
*
------------------------- Director October 16, 2000
Craig I. Fields
*
------------------------- Director October 16, 2000
Frank S. Jones
*
------------------------- Director October 16, 2000
Jonathan H. Kagan
*
------------------------- Director October 16, 2000
Scott Perekslis
*
------------------------- Director October 16, 2000
Paul J. Zepf
</TABLE>
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