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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 333-29463
INTERNATIONAL TOTAL SERVICES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-1264201
- -------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5005 Rockside Road, Cleveland, OH 44131
- ------------------------------------------ --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 642-4522
----------------------
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether 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 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
---------- ----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 6,662,494 shares on October 31,
1997.
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<TABLE>
<CAPTION>
INTERNATIONAL TOTAL SERVICES, INC.
FORM 10-Q
INDEX
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Page No.
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<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1 Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1997 (Unaudited) and March 31, 1997 2
Condensed Consolidated Statements of Operations
(Unaudited) - Three Months Ended September 30, 1997 and 1996 3
Condensed Consolidated Statements of Operations
(Unaudited) - Six Months Ended September 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Six Months Ended September 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION AND SIGNATURE
ITEM 6 Exhibits and Reports on Form 8-K 10
SIGNATURE 11
</TABLE>
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PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
- -----------------------------
INTERNATIONAL TOTAL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997
---------------- ---------------
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 21,432 $ 1,452
Accounts receivable - net of allowance for doubtful accounts of $100 14,767 11,784
in each period
Deferred tax assets 1,494 1,494
Other current assets 2,830 1,556
---------------- ---------------
Total current assets 40,523 16,286
Property and equipment, net of accumulated depreciation of
$4,704 and $4,336 3,384 3,254
Intangibles, less accumulated amortization of $958 and $650 8,758 4,346
Security deposits and other 129 3,115
---------------- ---------------
$ 52,794 $ 27,001
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term obligations $ 342 $ 2,520
Trade accounts payable 5,817 2,748
Accrued payroll and other liabilities 9,390 10,121
Income taxes payable 1,062 573
---------------- ---------------
Total current liabilities 16,611 15,962
---------------- ---------------
Deferred tax liability 289 289
Long-term obligations 69 7,555
STOCKHOLDERS' EQUITY:
Common stock, without par value, stated at $.01 per share - authorized
20,000,000 shares, issued 6,662,494 and 3,660,357 respectively 67 37
Additional paid-in capital 31,095 473
Cumulative translation adjustment (99) (99)
Retained earnings 4,762 2,784
================ ===============
Total stockholders' equity 35,825 3,195
---------------- ---------------
$ 52,794 $ 27,001
================ ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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INTERNATIONAL TOTAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share amounts)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Operating revenue $ 38,604 $ 29,071
Cost of operating revenues 32,292 24,596
------------ ------------
Gross profit 6,312 4,475
General and administrative expenses 4,043 3,391
------------ ------------
Operating income 2,269 1,084
Interest expense 344 141
------------ ------------
Income before income taxes 1,925 943
Income taxes 800 394
------------ ------------
Net income $ 1,125 $ 549
------------ ------------
Net income per common and common equivalent shares $ 0.27 $ 0.10
============ ============
Weighted average common and common equivalent shares 4,160,415 5,678,262
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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INTERNATIONAL TOTAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share amounts)
<TABLE>
<CAPTION>
Six Months Ended September 30,
------------------------------------------
1997 1996
---------------- ---------------
<S> <C> <C>
Operating revenue $ 76,968 $ 53,051
Cost of operating revenues 64,116 45,015
---------------- ---------------
Gross profit 12,852 8,036
General and administrative expenses 8,682 6,087
---------------- ---------------
Operating income 4,170 1,949
Interest expense 758 246
---------------- ---------------
Income before income taxes 3,412 1,703
Income taxes 1,434 712
---------------- ---------------
Net income $ 1,978 $ 991
---------------- ---------------
Net income per common and common equivalent shares $ 0.51 $ 0.17
================ ===============
Weighted average common and common equivalent shares 3,907,700 5,681,485
================ ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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INTERNATIONAL TOTAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended September 30,
------------------------------------------
1997 1996
---------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,978 $ 991
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 691 624
Changes in working capital, net (610) (1,441)
Net loss on sale of fixed assets 3 227
---------------- ---------------
Net cash provided by operating activities 2,062 401
Cash flows used in investing activities:
Purchases of property and equipment, net (567) (425)
Purchases of contracts (2,307) (767)
---------------- ---------------
Net cash used in investing activities (2,874) (1,192)
Cash flows from financing activities:
Repayment of long-term debt, net (9,220) 1,122
Proceeds from initial public offering - net 30,012 -
---------------- ---------------
Net cash provided by financing activities 20,792 1,122
Effect of exchange rates on cash - (39)
---------------- ---------------
Net change in cash and cash equivalents 19,980 292
Cash and cash equivalents at beginning of period 1,452 1,873
---------------- ---------------
Cash and cash equivalents at end of period $ 21,432 $ 2,165
================ ===============
Cash paid during the period for:
Interest $758 $246
================ ===============
Income taxes $904 $577
================ ===============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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INTERNATIONAL TOTAL SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(unaudited)
1. SUMMARY OF PRESENTATION - The condensed consolidated financial statements
included herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally 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 believes that the disclosures are
adequate to make the information not misleading. In the opinion of
management, the condensed consolidated financial statements contain all
adjustments necessary to present fairly the financial position of the
Company as of September 30, 1997, the results of its operations for the
three and six months ended September 30, 1997 and 1996, respectively, and
the results of its cash flows for the six months ended September 30, 1997
and 1996. All such adjustments are of a normal recurring nature. The
results of operations for the three and six months ended September 30, 1997
are not necessarily indicative of the results to be expected for the fiscal
year ended March 31, 1998. The accounting policies of the Company continue
unchanged from March 31, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto for the fiscal year
ended March 31, 1997 included in the Company's prospectus dated September
19, 1997.
2. INITIAL PUBLIC OFFERING - On September 24, 1997 the Company completed an
initial public offering (the "Offering" or "IPO") of its common stock.
Prior to the completion of the Offering, the capital structure of ITS
consisted of 20,000,000 shares authorized, 3,641,017 issued and
outstanding, of $.01 par value common stock. All references to outstanding
shares of common stock give effect to the revised capital structure.
3. ACQUISITIONS - On October 10, 1997, the Company acquired the service
contracts of National Security Services, Inc., dba Curtis Security
Services, based in San Francisco, and White Lion Aviation Security, Ltd.,
based in London, England. The two companies had combined annual revenues of
approximately $5 million.
On October 13, 1997, the Company acquired the service contracts of ARC
Security, Inc. (ARC). The annual revenues for ARC were approximately $25
million. The acquisition agreement and the exhibits are included with this
report.
The three acquisitions above were accounted for using the purchase method
of accounting. As a result, the purchase prices have been allocated to the
assets acquired, including intangibles, based on their respective fair
values.
4. EARNINGS PER SHARE - in February 1997, the FASB issued SFAS No. 128
"Earnings Per Share" which specifies the computation, presentation, and
disclosure requirements for earnings per share. The Company will be
required to adopt SFAS No. 128 in the third quarter of fiscal 1997. All
prior period earnings per share data will be restated to conform with the
provisions of SFAS No. 128. Based on a preliminary evaluation of this
Standards' requirements, the Company does not expect the per share amounts
reported under SFAS No. 128 to be materially different from those
calculated and presented under Accounting Principles Board Opinion 15.
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Item 2 - Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
Operating Results - Three Months Ended September 30, 1997 and 1996
- ------------------------------------------------------------------
Revenues increased $9.5 million, or 33%, to $38.6 million in the second quarter
of 1997 from $29.1 million in the second quarter of 1996. This increase is
attributable to an increase in revenues from the seven acquisitions that were
completed during the past year of $7.5 million and an increase in revenues from
existing customers for aircraft cleaning and ground handling of $2 million.
Gross profit was $6.3 million for the second quarter of 1997 compared to $4.5
million in the second quarter of 1996, an increase of 41%. Measured as a % of
net sales, gross profit margins increased to 16.4% in 1997 from 15.4% in 1996.
Such improvement in 1997 was primarily attributable to higher margin contracts
mostly from the acquisitions and the increase in revenues for aircraft cleaning
and ground handling and decreases in worker's compensation and liability
insurance costs as a percentage of net sales.
General and administrative expenses for the second quarter of 1997 were $4.0
million compared to $3.4 million in the second quarter of 1996, an increase of
19%. Measured as a percentage of net sales, these expenses were 10.5% in 1997
and 11.7% in 1996. This percentage decrease was due to the Company's focus on
increasing revenues without a proportionate increase in corporate expenses.
Interest expenses increased in the second quarter of 1997 to $344,000 from
$141,000 in the second quarter of 1996 due to an increase in the amount of debt
outstanding exclusively as a result of the acquisitions.
As a result of the foregoing, the Company's net income increased to $1,125,000
in the second quarter of 1997 compared to $549,000 in the second quarter of
1996, an increase of 105%. The Company provided income taxes at an estimated
rate of 41% which is slightly less than the effective annual rate in 1996.
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Operating Results - Six Months Ended September 30, 1997 and 1996
- ----------------------------------------------------------------
Revenues increased $23.9 million, or 45%, to $77.0 million for the six months
ended September 30, 1997 from $53.1 million for the six months ended September
30, 1996. This increase is attributable to an increase in revenues from the
seven acquisitions that were completed during the past year of $19.1 million and
an increase in revenues from existing customers for aircraft cleaning and ground
handling of $4.8 million.
Gross profit was $12.8 million for the six months ended September 30, 1997
compared to $8.0 million for the six months ended September 30, 1996, an
increase of 60%. Measured as a % of net sales, gross profit margins increased to
16.7% in 1997 from 15.1% in 1996. Such improvement in 1997 was primarily
attributable to higher margin contracts mostly from the acquisitions and the
increase in revenues for aircraft cleaning and ground handling and decreases in
worker's compensation and liability insurance costs as a percentage of net
sales.
General and administrative expenses for the six months ended September 30, 1997
were $8.7 million compared to $6.1 million in the six months ended September 30,
1996, an increase of 43%. Measured as a percentage of net sales, these expenses
were 11.3% in 1997 and 11.5% in 1996. This percentage decrease was due to the
Company's focus on increasing revenues without a proportionate increase in
corporate expenses.
Interest expenses increased for the six months ended September 30, 1997 to
$758,000 from $246,000 for the six months ended September 30, 1996 due to an
increase in the amount of debt outstanding exclusively as a result of the
acquisitions.
As a result of the foregoing, the Company's net income increased to $1,978,000
for the six months ended September 30, 1997 compared to $991,000 for the six
months ended September 30, 1996, an increase of 100%.
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Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities was $2.1 million for the six months ended
September 30, 1997 compared to $400,000 for the six months ended September 30,
1996. This increase was the result of the increase of $1.0 million in net income
before depreciation and amortization and the increase of $700,000 from changes
in working capital due to the timing of payments of accounts payable and accrued
expenses.
Cash used in investing activities for the six months ended September 30, 1997
was $2.9 million compared to $1.2 million for the six months ended September 30,
1996. This was principally the result of the acquisitions of $2.3 million in
1997 as compared to $700,000 in 1996. Cash provided by financing activities for
the six months ended September 30, 1997 was $20.8 million compared to $1.1
million for the six months ended September 30, 1996 due to the proceeds from the
Company's initial public offering.
Capital expenditures were approximately $567,000 for the six months ended
September 30, 1997 compared to $425,000 for the six months ended September 30,
1996. Historically, capital expenditures have been, and future expenditures are
anticipated to be, primarily to support expansion of the Company's operations
and management information systems.
The Company completed its initial public offering of common stock on September
24, 1997 raising net proceeds after expenses of approximately $30.0 million.
These proceeds were used to repay all outstanding amounts under the Company's
credit facility and to retire other outstanding acquisition related debt.
Following the IPO, interest expense was substantially reduced.
The Company believes that funds generated from operations, together with
existing cash, the net proceeds from the IPO, and borrowings under the credit
facility, will be sufficient to finance its current operations, planned capital
expenditures, internal growth and acquisitions for at least the next year.
Concurrent with the receipt of the IPO proceeds on September 24, 1997, all
outstanding amounts under the credit facility were repaid in full. There were no
outstanding borrowings under the credit facility at September 30, 1997.
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INTERNATIONAL TOTAL SERVICES, INC.
Part II - OTHER INFORMATION AND SIGNATURE
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
Exhibit Number Description
-------------- -----------
10.1 Asset Purchase Agreement
11 Computation of Earnings Per Share
27 Financial Data Schedule (For SEC Filing
Purposes Only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 1997
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SIGNATURE
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.
INTERNATIONAL TOTAL SERVICES, INC.
(REGISTRANT)
Date: October 31, 1997 By: /s/ Robert A. Swartz
------------------------------------------
Robert A. Swartz
Vice President and Chief Financial Officer
(On behalf of the Registrant and as Chief
Accounting Officer)
11
<PAGE> 1
EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") made as of the 13th day of
October, 1997, by and between INTERNATIONAL TOTAL SERVICES, INC. ("Buyer" and/or
ITS. Inc.), an Ohio corporation, and ARC SECURITY, INC., ARC SECURITY SERVICES,
INC. and APPALOOSA TRANSPORT COMPANY, INC. all Georgia corporations
(collectively referred to as "Seller").
WITNESSETH THAT:
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase
from Seller, subject to the terms and conditions hereof, certain assets of
Seller.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. PURCHASE AND SALE OF ACQUIRED CONTRACTS AND ACQUIRED ASSETS.
Subject to the terms and conditions hereof, on the Closing Date (as
defined in Article 6), Seller shall sell, transfer and assign to Buyer, and
Buyer shall purchase and acquire from Seller, all the right, title and interest
of Seller in and to the Acquired Contracts and the Acquired Assets (as
respectively defined in Section 1.1).
1.1 Acquired Contracts and Acquired Assets. The "Acquired Contracts" shall
mean those certain Aviation Services Contracts performed by Seller as listed on
Schedule A. As used herein, "Acquired Assets" shall mean those certain assets
listed on Schedule B.
1.2 Lease Agreements. At the Closing, Seller shall transfer to Buyer any
and all rights under Lease Agreements as reflected on Schedule C.
1.3 Schedules Exclusive. Other than those assets specifically described
and set forth in Schedules A, B, and C to this Agreement, the parties hereto
acknowledge and agree that Seller is not transferring to Buyer under this
Agreement any other assets or rights of Seller.
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1.4 Assurances. After the Closing, for no further consideration, Seller
shall perform all such other acts (including without limitation the use of
Seller's reasonable efforts to obtain or achieve transfer of the Acquired
Contracts ant the Acquired Assets as contemplated by this Agreement) and shall
execute, acknowledge and deliver all such assignments, transfers, consents and
other documents as Buyer or its counsel may reasonably request to vest in Buyer,
and perfect and protect Buyer's right, title and interest in, and enjoyment of,
the Acquired Contracts and the Acquired Assets. Buyer shall similarly perform
all such other actions and shall execute, acknowledge and deliver all such other
documents as Seller or its counsel may reasonably request to perfect and protect
Seller's rights under this Agreement. Seller hereby acknowledges and agrees that
the Acquired Contracts and the Acquired Assets are unique and not available on
the open market and that Buyer shall have, in addition to all other legal
remedies available to it, the right to enforce the terms of this Agreement by a
decree of specific performance. Seller shall cooperate with Buyer to the extent
Buyer may reasonably request in the defense of any proceeding seeking to
invalidate or set aside the sale and purchase of the Acquired Contracts or the
Acquired Assets.
1.5 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, legal representatives
and assigns, but this Agreement may not be assigned by any party without the
prior written consent of the other party.
2. ASSUMPTION OF OBLIGATIONS AND LIABILITIES.
2.1 Contracts Assumed. Buyer shall assume as of the Closing, and perform
when due, Seller's obligations to be performed after the Closing Date under the
following Contracts (as hereinafter defined): all the Acquired Contracts
reflected in Schedule A hereto; and all other contracts, leases and Lease
Agreements as listed on Schedules B and C hereto; all such Contracts described
in this paragraph, to the extent assumed by Buyer, being referred to hereinafter
as "Assumed Contracts". If Seller fails to obtain any consent necessary for the
assignment of any Assumed Contract to Buyer, Seller will use reasonable efforts
to obtain for, and provide to Buyer
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the benefits under such Assumed Contract, including enforcement of any and all
rights of Seller against the other parties thereto.
2.2 Non-Assumption of Liabilities. Notwithstanding Section 2.1, Buyer will
not by the execution or performance of this Agreement, by the exercise of any
rights with respect to the Acquired Assets, or by any other action, assume,
become responsible for or incur any liability or obligation of any nature of
Seller, matured or unmatured, liquidated or unliquidated, fixed or contingent,
or known or unknown, and whether arising out of occurrences prior to, at or
after the Closing; and Seller shall indemnify and hold harmless Buyer, its
successors and assigns, and the Acquired Assets against and from, such
liabilities and obligations of Seller and against and from any and all claims
asserted, and costs and expenses (including reasonable attorneys' fees) incurred
with respect to the same; provided, however, that Buyer shall assume all
obligations of Seller remaining unperformed on the Closing date under the
Assumed Contracts. Without limiting the generality of the foregoing, Buyer shall
not assume, become responsible for or incur any liability of obligation of any
nature arising from occurrences prior to the Closing with respect to:
(a) any liability whatsoever arising out of Seller's service
contracts;
(b) any and all tax liability prior to closing including without
limitation Federal, State, and Local Taxes, payroll and withholding taxes,
worker's compensation and unemployment taxes;
(c) any taxes (including amounts attributable to depreciation and
investment tax credit recapture) relating to or arising out of the transactions
contemplated by this Agreement;
(d) salaries and related expenses, including any accrued vacation of
Seller's employees prior to the Closing Date, fees, costs, expenses, premiums,
commissions and charges to be paid by Seller as provided in Section 4.6; and
(e) any Contract with, or liability or obligation to, any affiliate
of Seller.
3. PURCHASE PRICE.
3.1 Determination of Purchase Price. The purchase price ("Purchase Price")
for the Acquired Contracts and Acquired Assets shall be $8,450,000.
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3.2 Allocation of Purchase Price. The Purchase Price shall be payable as
follows:
(a) $8,450,000 at Closing payable to Seller;
4. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller represents and warrants to Buyer that:
4.1 Organization and Ownership. Seller corporation validly exists and is
in good standing under the laws of the State of Georgia. Seller is qualified as
a foreign corporation in each state where its activities would require it to
qualify as a foreign corporation in such State.
4.2 Authority: Binding Effect. Seller has full power and authority (a) to
own the Acquired Assets and (b) to execute, deliver and perform this Agreement
and the other instruments, agreements and documents to be executed by it
hereunder, and to perform its obligations hereunder and thereunder and to
consummate the transactions provided for herein and therein. Such execution,
delivery and performance have been duly authorized by all necessary action on
the part of Seller, and do not and will not (a) contravene the Articles of
Incorporation or By-Laws of Seller; (b) result in the creation or imposition of
any security interest, lien, easement, right-of-way, charge, assessment,
encumbrance, claim, restriction or title defect of any nature whatsoever upon
any of the Acquired Assets or (c) result in any violation of any law, rule or
regulation applicable to Seller, the Acquired Contracts or the Acquired Assets.
Seller is not a party to, or subject to or bound by, and none of the Acquired
Assets are subject to or bound by, any judgment, injunction or decree of any
court or governmental authority which may restrict or interfere with the
performance of this Agreement, or such other instruments, agreements and
documents as are to be executed by Seller, in connection herewith on or prior to
the Closing Date. This Agreement is, and each of such other instruments,
agreements and documents will be when executed and delivered, a valid and
binding obligation of Seller.
4.3 Financial Information. Seller will deliver to Buyer prior to the
Closing, financial information to be mutually designated in the process of
Buyer's due diligence.
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4.4 Acquired Assets.
(a) Title. Except for those assets covered under leases or other
obligations to be assumed by Buyer, Seller as of the Closing Date will convey to
Buyer good title to all the Acquired Assets and the Acquired Contracts free and
clear of all title defects and objections, security interests, liens, charges
and encumbrances of any nature whatsoever, including without limitation, leases,
mortgages, deeds of trust, security interests, pledges, liens conditional sales
agreements, claims, restrictions, reservations, covenants, encumbrances,
charges, special or other assessments, restraints on transfer or other title
defect; except, however, no warranty is given as to assignability of the
Aviation Services Contracts. In addition, no financing statement under the
Uniform Commercial Code with respect to any of the Acquired Assets has been
filed in any jurisdiction, and Seller has not signed any such financing
statements or any Security Agreement authorizing any secured party thereunder to
file any such financing statement, which will not be released as of the date of
closing.
(b) Insurance. Seller has maintained a reasonable and customary program of
insurance with respect to the Acquired Assets, and the Acquired Contracts and
have insured the Acquired Assets, and the Acquired Contracts with reputable
insurance companies in such manner as may be required pursuant to any
franchises, agreements, licenses or permits applicable to the Acquired Assets,
and the Acquired Contracts.
(c) Permits. Schedule D hereto sets forth a complete and accurate list of
all material Permits used or held for use in connection with the conduct of the
Acquired Contracts. Except as set forth on Schedule D, Seller has all Permits,
the absence of which would have a material adverse effect on the Acquired
Contracts. Except as indicated on such schedule, all Permits listed thereon may
be freely assigned or transferred to Buyer at the Closing. To the extent that
such Permits may not be assigned, Seller shall maintain the same until such time
as Buyer obtains its own permits.
4.5 Contracts. Schedule A hereto contains a true and complete list of the
Acquired Contracts being transferred to Buyer by Seller. To the best of Seller's
knowledge (i) each
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Assumed Contract is valid and binding upon each party thereto and is in full
force and effect and (ii) there is no default or claim of default under any
provision of any such Assumed Contract, and no event has occurred which, with
the passage of time or the giving of notice (or both), would constitute a
default by Seller (or, to the best of Seller's knowledge, by any other party
thereto) under any provision thereof, or would permit modification, acceleration
or termination of such Assumed Contract by any party thereto. Neither the
consummation of the transactions contemplated hereby nor the transfer of any
such Assumed Contract hereunder will constitute such a default or event. Seller
has delivered to Buyer a true, correct and complete copy of each Assumed
Contract. Seller has not received any notice that any person intends or desires
to modify, waive, amend, rescind, release, cancel or terminate any Assumed
Contract.
4.6 Employees; Labor Relations. Schedule E contains a complete list of
wage rates and commission arrangements for all employees of Seller are employed
with respect to the Acquired Assets and the Acquired Contracts, together with
information as to any employment, consulting or other compensation contracts,
arrangements and policies, written and oral, relating to any such employees,
including without limitation any bonus, vacation or severance policies or
arrangements. Seller has paid or made provision for the payment of all salaries
and wages, including any vacation accrued through the Effective Date for the
benefit of such employees on Schedule E and has complied in all material
respects with all applicable laws, rules and regulations relating to the
employment of labor, including those relating to wages, hours, collective
bargaining and the payment and withholding of taxes, and has withheld and paid
to the appropriate governmental authority, or is holding for payment not yet due
to such authority, all amounts required by law or agreement to be withheld from
the wages or salaries of such employees.
4.7 Taxes. Seller has filed on a timely basis all federal, state, local
and foreign tax returns, reports and declarations required to be filed by it.
Seller has paid all taxes, interest and penalties which were due pursuant to
such returns or otherwise due, levied or assessed against Seller or its Assets,
other than taxes or charges, the payment of which is not yet due (or which, if
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due, is not yet delinquent or is being contested in good faith or has not been
finally determined). There is no agreement for the extension of the time of any
assessment of any tax with respect to Seller and no notice of any federal tax
lien relating to Seller has been filed against them or any of its Assets in any
jurisdiction. Seller has not had any tax deficiency or claim outstanding, and
all required deposits with respect to employee's withholding taxes have been
duly made. No examination of Seller or the Acquired Contracts or the Acquired
Assets by the Internal Revenue Service or any state, local or foreign tax
authority is currently in progress except for pending audit of 1995 Federal
Income Tax Return.
4.8 Brokers and Finders. Neither Seller nor any affiliate of Seller has
dealt with anyone in a fashion that would incur any broker's, finder's or
similar fees or commissions in connection with the transactions contemplated by
this Agreement.
4.9 Full Disclosure. All documents and other papers delivered by or on
behalf of Seller in connection with this Agreement are true, complete and
authentic. No representation or warranty of the Seller contained in this
Agreement contains and untrue statement of a material fact or omits to state a
material fact necessary to make the statements made, in the context in which
made, not materially false or misleading.
5. REPRESENTATIONS AND WARRANTIES.
Buyer hereby represents and warrants to Seller that:
5.1 Organization. Buyer is a corporation validly existing and in good
standing under the laws of the State of Ohio.
5.2 Authority; Binding Effect. Buyer has full power and authority to
execute, deliver and perform this Agreement and the other instruments,
agreements and documents to be executed by it hereunder and to consummate the
transactions provided for herein and therein. Such execution, delivery and
performance have been duly authorized by all necessary action on the part of
Buyer and do not and will not (i) contravene the Articles of Incorporation or
By-Laws of Buyer, (ii) conflict with, result in a breach of, or entitle any
party (with due notice or lapse of time or both) to terminate, accelerate or
call a default with respect to any agreement or instrument to which Buyer is a
party or by which Buyer or any of its assets are bound; or (iii) result in any
7
<PAGE> 8
violation of any law, rule or regulation applicable to Buyer. The Buyer is not a
party to or is subject to or bound by, any judgment, injunction or decree of any
court or governmental authority which may restrict or interfere with the
performance of this Agreement or such other instruments, agreements and
documents as are to be executed by Buyer in connection herewith on or prior to
the Closing Date. This Agreement is, and each of such other instruments,
agreements and documents will be when executed and delivered a valid and binding
obligation of Buyer.
5.3 Consents. No consent, approval, authorization or order of, or
registration, qualification or filing with, any court, regulatory authority or
other governmental body is required for the execution, delivery and performance
by Buyer of this Agreement and the other instruments, agreements and documents
required or contemplated hereunder or the consummation by Buyer of the
transactions contemplated hereby and thereby. No consent of any person
(including without limitation any party to any contract, mortgage, indenture,
agreement or other arrangement to which Buyer is a party or by which it is
bound) is required for the execution, delivery and performance by Buyer of this
Agreement and such other instruments, agreements and documents or the
consummation of the transactions contemplated hereby and thereby.
5.4 Brokers and Finders. Buyer has not dealt with anyone in a fashion that
would incur any broker's, finder's or similar fees or commissions in connection
with the transactions contemplated by this Agreement.
6. CLOSING
The transfers and deliveries to be made pursuant to this Agreement (the
"Closing") shall take place by facsimile or mail by October 15, 1997, or at such
other time and place as the parties shall agree; to be effective at 12:01 A.M.
on October 16, 1997 (the "Effective Date"). The date on which the Closing is to
occur is herein referred to as the "Closing Date". Time is of the essence with
respect to closing.
6.1 Deliveries by Sellers. Seller shall deliver to Buyer at the Closing:
(a) Bills of sale, instruments of transfer, assignment and conveyance,
required consents thereto and other instruments in form and substance
satisfactory to Buyer and sufficient
8
<PAGE> 9
to convey, transfer, and assign to Buyer and effectively vest in Buyer all of
Seller's right, title and interest in and to the Acquired Contracts and the
Acquired Assets;
(b) All written contracts and lease Agreements;
(c) All Permits listed on Schedule D, to the extent such Permits are
assignable;
(d) A Certificate of good standing of Seller issued by the State of
Georgia;
(e) Certified minutes of Seller's Board of Directors authorizing the
Transaction;
(f) Certification that each of Seller's representations and warranties
contained in this Agreement are true and correct at and as of the Closing Date
and that the Acquired Assets shall remain on its locations; and
(g) Such other instruments and documents as may be reasonably requested
by, and in form and substance satisfactory to, Buyer and Buyer's counsel.
6.2 Deliveries by Buyer.
Buyer shall deliver to Seller at the Closing:
(a) Cash in the amount required pursuant to Section 3.2; and
(b) Such other instruments and documents as may be reasonably requested
by, and in form and substance satisfactory to Seller and Seller's counsel.
7. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
7.1 Survival. All representations, warranties, covenants, indemnities and
agreements contained in or made pursuant to this Agreement (including any
exhibit, certificate, document or statement delivered pursuant hereto) shall
survive (and not be affected in any respect by) the Closing and any
investigation conducted by any party or any information which any party may have
from time to time, subject to the applicable statute of limitations.
7.2 Indemnification.
(a) Buyer. Buyer agrees to indemnify and hold Seller harmless from, and to
reimburse Seller for, any loss, fee, cost, expense, damage, liability or claim
(including, without limitation, any and all fees, costs and expenses whatsoever,
reasonably incurred by them, or their counsel in investigating, preparing for,
defending against, or providing evidence, producing documents or
9
<PAGE> 10
taking any other action in respect of any threatened or asserted claim) arising
out of, based upon or resulting from (i) the inaccuracy as of the Closing Date
of any representation or warranty of Buyer which is contained in or made
pursuant to this Agreement; (ii) Buyer's breach of or failure to perform any of
their covenants or agreements contained in or made pursuant to this Agreement;
(iii) any and all liability relating to the operation of "Acquired Contracts"
arising from occurrences after closing.
(b) Seller. Seller hereby agrees to indemnify and hold Buyer harmless
from, and to reimburse Buyer for, any loss, fee, cost, expense, damage,
liability or claim (including, without limitation, any and all fees, costs and
expenses whatsoever, reasonably incurred by Buyer, or its counsel in
investigating, preparing for, defending against, or providing evidence,
producing documents or taking any other action in respect of any threatened or
asserted claim) ("Liabilities") arising out of, based upon or resulting from (i)
the inaccuracy as of the Closing Date of any representation or warranty of
Seller which is contained in or made pursuant to this Agreement; (ii) Seller's
breach of or failure to perform any of their covenants or agreements to be
performed after the Closing, contained in or made pursuant to this Agreement;
(iii) any and all liability arising from acts of Seller and/or resulting from
any conduct of Seller, including but not limited to violations of Federal, State
or Local laws. Proof of liability insurance for the period prior to Closing, and
thereafter, to be provided and accepted by Buyer prior to closing; (iv) any and
all liability arising from its relationship with employees, prior to date of
closing resulting from injuries and/or damages sustained as a result of the
employment relationship.
(c) Liquidation or Dissolution of Seller. The liquidation or dissolution
of Seller shall not terminate, modify or otherwise affect the rights of Buyer to
indemnification pursuant to this Section.
8. CONDUCT OF CONTRACTS PENDING CLOSING.
8.1 Affirmative Covenants Pending Closing. During the period from the date
of this Agreement to the Closing Date, Seller shall:
10
<PAGE> 11
(a) Inspection of Books and Records. Afford Buyer and its authorized
representatives reasonable access to all Acquired Assets and Acquired Contracts,
files, books, records, contracts, agreements and other documents of Seller
during normal business hours, permit the reasonable copying of any of the
foregoing and furnish or cause to be furnished to Buyer and its authorized
representatives all financial, commercial, operating and other information of
Seller as Buyer may reasonably request.
(b) Operation of Contracts. Keep each of the Assumed Contracts in full
force and effect without modification or amendment and conduct the Acquired
Contracts in compliance with all applicable laws, rules and regulations,
maintain its books of account and records in a manner consistent with past
practice, prepare properly and file on or prior to the due date thereof all tax
returns or reports required by any jurisdiction and pay all taxes due for any
period ending prior to or at the Closing Date, and exercise due diligence in
safeguarding, repairing, replacing and maintaining the Acquired Assets.
(c) Preservation of Organization. Use its best efforts (without making any
commitment on behalf of Buyer) to preserve the Assumed Contracts intact and to
preserve its relationship with employees, agents, suppliers, customers and
others having contracts relations with it.
8.2 Negative Covenants Pending Closing. From and after the date of this
Agreement until the Closing Date, except with the prior written approval of the
Buyer, Seller shall not:
(a) General. Carry on the Acquired Contracts other than in the usual and
ordinary course.
(b) Sales or Purchases of Property. Seller shall in no way diminish or
waste the assets made a party of this Agreement and to be assumed by Buyer.
(c) Insurance. Fail to carry at all times between the date hereof and the
Closing Date insurance in accordance with Section 4.4(c).
11
<PAGE> 12
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of Buyer to be performed at the Closing shall be subject
to the satisfaction at or before the Closing of all of the following conditions
(unless waived by Buyer in writing):
9.1 Representations and Warranties. The representations and warranties of
Seller set forth in Article 4 of this Agreement shall have been true and correct
in all respects when made and shall be true and correct in all respects at and
as of the Closing Date as though such representations and warranties were made
at and as of such date.
9.2 Performance. Seller shall have, in all material respects, performed
and complied with, or caused the performance of and compliance with, all
obligations under this Agreement which are to be performed or complied with by
it or on its behalf at or prior to the Closing.
9.3 Certificates. Seller shall have delivered to Buyer at the closing, a
Certificate of its President to the effect that the conditions set forth in this
Article 9 have been satisfied.
9.4 Litigation. There shall be no pending or threatened claim, litigation,
action, suit, proceeding, investigation or inquiry, judicial or administrative
(i) which, if adversely determined, would materially and adversely affect the
Acquired Assets, or the Acquired Contracts; or (ii) which has been brought or
threatened for the purpose of enjoining or preventing the consummation of this
Agreement or the transactions contemplated hereby, which otherwise claims that
this Agreement or the consummation of the transactions contemplated hereby is
improper or which asserts that Buyer would be liable as a transferee of the
Acquired Assets to any creditor or creditors of Seller or any affiliate of
Seller.
9.5 No Material Adverse Effect. Neither the Acquired Contracts nor the
Acquired Assets shall have been materially adversely affected as a result of any
change, occurrence, circumstance, condition, loss, damage or destruction
(whether or not covered by insurance) of any character, or any combination
thereof, and there shall exist no change, occurrence, circumstance, condition,
loss, damage or destruction (whether or not covered by insurance) of any
character, or any combination thereof, which might reasonably be expected to
result in any such material adverse effect. In the event any loss, damage,
condemnation, or destruction with
12
<PAGE> 13
respect to the Acquired Contracts or the Acquired Assets should occur and,
notwithstanding such occurrence, the transactions contemplated by this Agreement
are consummated, any insurance recovery or condemnation award, or the right of
Seller thereto, in respect of any such loss, damage condemnation or destruction,
shall be paid, or assigned, as the case may be, to Buyer at the Closing as part
of the Acquired Assets, or as promptly thereafter as practical.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.
The obligations of Seller to be performed at the Closing shall be subject
to the satisfaction at or before the Closing of the following conditions:
10.1 Representations and Warranties. Buyer's representations and
warranties contained in Article 5 of this Agreement shall have been true and
correct in all respects when made and shall be true and correct in all respects
at and as of the Closing Date as though such representations and warranties were
made at and as of such date.
10.2 Performance. Buyer shall have, in all material respects, performed
and complied with, or caused the performance of and compliance with, its
obligations under this Agreement which are to be performed or complied with by
it or on its behalf at or prior to the Closing.
10.3 Certificates. Buyer shall have delivered to Seller at the closing, a
Certificate of its President to the effect that the conditions set forth in this
Article 10 have been satisfied.
10.4 Litigation. At the Closing, there is no pending or threatened claim,
litigation, action, suit, proceeding, judicial or administrative against Buyer
for the purpose of enjoining or preventing the consummation of this Agreement or
otherwise claiming that this Agreement or the consummation hereof is improper.
11. MISCELLANEOUS PROVISIONS AND AGREEMENTS.
11.1 Transfer and Other Expenses. Seller shall pay all costs incurred,
whether at or subsequent to the Closing, in connection with transferring the
Acquired Contracts and the Acquired Assets to Buyer as contemplated in this
Agreement, including, without limitation, all sales, use, and other transfer
taxes.
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<PAGE> 14
11.2 Access to Records and Personnel. After the Closing, Buyer shall
provide Seller with access at reasonable times and upon reasonable prior notice
to its personnel and to such documents and records acquired by Buyer hereunder
as are necessary for Seller's tax, accounting or legal purposes.
11.3 Conduct Following Closing.
(a) Buyer shall have no obligation to employ any existing employees of
Seller prior to, at or after the Closing.
(b) Seller warrants that it will not hire any present Seller employee
retained by Buyer for a period of one year from the date of Closing
(c) Buyer warrants that it will in no way use or maintain the name "ARC
Security" following the 90-day period after the Effective Date.
During said 90-day period, Seller hereby grants to Buyer a
nontransferable, nonexclusive license to use the ARC name. Said
license shall automatically terminate at the end of the 90-day
period after the Effective Date. Buyer shall indemnify Seller from
any liability arising from the use of the ARC name during this
period.
(d) At its discretion, Buyer will retain any and all personnel and
management at the existing account locations, and their regional
offices, including the general manager of the operations. Buyer
agrees to honor the existing Employment Contracts for K.W. McElwaney
and Robert C. Savoy and agrees to pay Seller the costs, as incurred,
of up to one year following Closing under the Kyle Avett Employment
Contract. Seller assumes responsibility for any accrued benefits,
including any accrued vacation, for its employees or termination
obligations and undertakes to use its best efforts to reach an early
termination agreement with Kyle Avett.
(e) Buyer and Seller shall enter into a Noncompetition Agreement in the
form attached hereto as Exhibit A.
11.4 Notices. All notices, requests, demands and other communications made
hereunder shall be in writing and shall be deemed duly given when personally
delivered, sent by facsimile or sent by registered or certified mail, postage
prepaid, as follows, or to such other address or person as any party may
designate by notice to the other party.
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<PAGE> 15
If to Seller:
Alfred R. Chouinard
3680 Rembrendt Rd.
Atlanta, Ga. 30327
If to Buyer:
International Total Services, Inc.
Crown Centre
5005 Rockside Rd.
Cleveland, Ohio 44131
Attn: Legal Department
Facsimile No.: (216) 642-4539
11.5 Amendments. This Agreement cannot be changed or terminated orally and
no waiver of compliance with any provision or condition hereof and no consent
provided for herein shall be effective unless evidenced by an instrument in
writing duly executed by Seller and Buyer.
11.6 Entire Agreement; Captions; Counterparts. This Agreement and the
Exhibits attached hereto, the Schedules delivered pursuant hereto and the other
writings specifically identified herein or contemplated hereby contain the
agreement among the parties hereto with respect to the transactions contemplated
herein and supersede all previous written or oral negotiations, commitments and
writings. The Section headings of this Agreement are for convenience of
reference only and do not form a party hereof and do not in any way modify,
interpret or construe the intentions of the parties. This Agreement may be
executed in two or more counterparts, and all such counterparts shall constitute
one and the same instrument.
11.7 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
(The rest of this page is intentionally left blank.)
15
<PAGE> 16
16
<PAGE> 17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
BUYER: INTERNATIONAL TOTAL SERVICES, INC.
(an Ohio Corporation)
By: /s/ Robert A. Weitzel
--------------------------------------
Its: Robert A. Weitzel CEO
Witness: /s/ [ILLEGIBLE]
SELLERS: ARC SECURITY, INC.
By: /s/ [ILLEGIBLE]
--------------------------------------
Its: Presidents
Witness: /s/ [ILLEGIBLE]
ARC SECURITY SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------------
Its: President
Witness: /s/ [ILLEGIBLE]
APPALOOSA TRANSPORT COMPANY, INC.
By: /s/ [ILLEGIBLE]
--------------------------------------
Its: President
Witness: /s/ [ILLEGIBLE]
17
<PAGE> 18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
BUYER: INTERNATIONAL TOTAL SERVICES, INC.
(an Ohio Corporation)
By:
--------------------------------------
Its: Robert A. Weitzel CEO
Witness:
---------------------------------
SELLERS: ARC SECURITY, INC.
By: /s/ [ILLEGIBLE]
--------------------------------------
Its: President
Witness: /s/ [ILLEGIBLE]
ARC SECURITY SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------------
Its: President
Witness: /s/ [ILLEGIBLE]
APPALOOSA TRANSPORT COMPANY, INC.
By: /s/ [ILLEGIBLE]
--------------------------------------
Its: President
Witness: /s/ [ILLEGIBLE]
17
<PAGE> 1
EXHIBIT 11
INTERNATIONAL TOTAL SERVICES, INC.
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------ --------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income Applicable to Common Stock
- ---------------------------------
Net Income $ 1,125 $ 549 $ 1,978 $ 991
============= ============== ============ ============
Weighted Average Shares
- -----------------------
Common shares 4,156 5,678 3,906 5,681
Common share equivalents applicable to
stock options outstanding 4 0 2 0
------------- -------------- ------------ ------------
Weighted average common and common
equivalent shares outstanding during
the period 4,160 5,678 3,908 5,681
============= ============== ============ ============
Per Share Amount
- ----------------
Net income $0.27 $0.10 $0.51 $0.17
============= ============== ============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
INTERNATIONAL TOTAL SERVICES, INC. AND SUBSIDIARIES SEPTEMBER 30, 1997
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 21,432,057
<SECURITIES> 0
<RECEIVABLES> 14,866,588
<ALLOWANCES> 100,000
<INVENTORY> 0
<CURRENT-ASSETS> 40,523,339
<PP&E> 8,087,934
<DEPRECIATION> 4,703,606
<TOTAL-ASSETS> 52,794,443
<CURRENT-LIABILITIES> 16,611,441
<BONDS> 69,211
0
0
<COMMON> 66,625
<OTHER-SE> 35,758,166
<TOTAL-LIABILITY-AND-EQUITY> 35,824,791
<SALES> 0
<TOTAL-REVENUES> 76,967,911
<CGS> 0
<TOTAL-COSTS> 64,116,284
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 758,309
<INCOME-PRETAX> 3,412,412
<INCOME-TAX> 1,434,398
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,978,014
<EPS-PRIMARY> .51
<EPS-DILUTED> .51
</TABLE>
