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 December 31, 1995
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 Number: 0-8125
----------------------------
DETECTION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
State of New York 16-0958589
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
130 Perinton Parkway, Fairport, New York 14450
(Address of principal executive offices) (Zip Code)
(716) 223-4060
(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
the filing requirements for the past 90 days. Yes __x__ No ___
As of February 9, 1996, there were outstanding 2,808,444 shares of the
registrant's common stock, par value $.05 per share.
<PAGE>
PART I FINANCIAL INFORMATION
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Unaudited)
<TABLE>
<S> <C> <C>
ASSETS Dec 31, 1995 March 31, 1995
Current Assets: ------------ --------------
Cash & cash equivalents $ 1,151,810 $ 4,580,751
Short-term investments, at cost, which
approximates market value 0 2,437,842
Accounts receivable, less allowance
for doubtful accounts of $100,000 5,934,983 4,916,052
Inventories 8,364,057 5,255,724
Income tax receivable 843,561 94,121
Deferred income tax charges 428,400 354,500
Prepaid expenses and other assets 510,829 314,285
----------- -----------
Total Current Assets 17,233,640 17,953,275
Fixed assets at cost 15,547,982 12,655,276
Less accumulated depreciation 9,749,743 8,734,705
---------- ----------
5,798,239 3,920,571
Property under capital lease 4,740,110 4,760,810
Less accumulated depreciation 2,210,825 2,035,297
---------- ----------
2,529,285 2,725,513
Other assets 137,548 145,934
----------- -----------
Total Assets $25,698,712 $24,745,293
========== ==========
LIABILITIES
Current Liabilities
Current portion of long-term debt $ 369,728 $ 434,934
Accounts payable 2,101,620 1,213,958
Short term borrowings 850,000 0
Accrued payroll & benefits 696,382 1,074,103
Other accrued liabilities 289,914 266,526
---------- -----------
Total Current Liabilities 4,307,644 2,989,521
Obligations under capital leases 469,014 745,733
Deferred compensation 1,722,271 1,527,638
Deferred income tax 288,200 288,200
Shareholders' Equity
Common stock, par value $.05 per share
Authorized 12,000,000 shares, Issued
2,810,411 shares at 12/31/95 and 2,792,489
at 3/31/95 140,483 139,624
Capital in excess of par value 6,960,891 6,853,246
Retained earnings 12,225,961 12,724,265
---------- -----------
19,327,335 19,717,135
Less: Treasury stock, 1,967 shares at 12/31/95
at cost and 7,468 shares at 3/31/95 at cost (10,689) (36,326)
Notes receivable for stock purchases (405,063) (486,608)
---------- -----------
18,911,583 19,194,201
---------- -----------
Total Liabilities & Shareholders' Equity $25,698,712 $24,745,293
=========== ===========
</TABLE>
See accompanying notes to financial information.
<PAGE>
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Income Statement (Unaudited)
<TABLE>
<S> <C> <C>
For the Three Months Ended: Dec 31, 1995 Dec 31, 1994
(Current Year) (Preceding Year)
-------------- ---------------
Gross sales less discounts,
returns and allowances $ 8,563,799 $ 9,414,524
Other income 38,228 66,173
---------- ----------
Total income 8,602,027 9,480,697
Costs and expenses:
Production 5,991,708 5,656,195
Development 1,094,505 1,090,149
Marketing, administrative & general 2,164,194 1,789,376
Interest expenses 42,435 32,993
---------- ----------
Total costs and expenses 9,292,842 8,568,713
(Loss) Income before taxes (690,815) 911,984
Provision for taxes 95,000 (343,000)
---------- ----------
Net (loss) income (595,815) 568,984
Retained earnings at beginning of period 12,821,776 12,127,661
Dividends none none
Retained earnings at end of period $12,225,961 $12,696,645
Net (Loss) Income Per Share ($0.21) $0.20
===== =====
</TABLE>
(See accompanying notes to financial information)
<PAGE>
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Income Statement (Unaudited)
<TABLE>
<S> <C> <C>
For the Nine Months Ended: Dec 31, 1995 Dec 31, 1994
(Current Year) (Preceding Year)
-------------- ----------------
Gross sales less discounts,
returns and allowances $26,654,524 $26,259,273
Other income 204,735 243,468
---------- ----------
Total income 26,859,259 26,502,741
Costs and expenses:
Production 17,134,401 15,946,253
Development 3,091,647 3,041,938
Marketing, administrative & general 6,660,589 5,029,527
Interest expenses 139,926 123,154
---------- ----------
Total costs and expenses 27,026,563 24,140,872
(Loss) Income before taxes (167,304) 2,361,869
Provision for taxes (331,000) (875,000)
---------- ----------
Net (Loss) Income (498,304) 1,486,869
Retained earnings at beginning of period 12,724,265 11,209,776
Dividends none none
Retained earnings at end of period $12,225,961 $12,696,645
========== ==========
Net (Loss) Income Per Share ($0.16) $0.52
===== ====
</TABLE>
(See accompanying notes to financial information)
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<S> <C> <C>
For the Nine Months Ended December 31, 1995 1994
---- ----
Cash Flows from Operating Activities:
Net (Loss) Income ($498,304) $ 917,885
-------- -------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,196,270 708,108
Fixed asset retirements 2,682 2,625
Change in obsolescence reserve 0 50,000
Deferred compensation 194,633 48,744
Change in assets and liabilities:
Accounts receivable (1,018,931) (575,615)
Inventories (3,108,333) 671,576
Income tax receivable (749,440) 139,468
Prepaid expenses and other assets (196,544) (194,735)
Accounts payable 887,662 304,358
Accrued payroll and benefits (377,721) 11,967
Other accrued liabilities 23,388 70,024
Income taxes payable 0 232,308
Deferred income taxes (73,900) 0
---------- ----------
Total adjustments (3,220,234) 1,468,828
---------- ----------
Net cash (used)provided in operating
activities (3,718,538) 2,386,713
Cash flows from investing activities:
Capital expenditures (2,872,006) (593,193)
Short-term investments 2,437,842 (2,000,000)
---------- ----------
Net cash (used) in investing activities (434,164) (2,593,193)
Cash flows from financing activities:
Proceeds from short term borrowings 850,000 0
Principal payments on long-term debt and
capital lease obligations (341,925) (283,295)
Common stock transactions, net 215,686 68,924
---------- ----------
Net cash provided (used) by financing activities 723,761 (214,371)
Net (decrease) in cash and cash equivalents (3,428,941) (420,851)
Cash and cash equivalents at beginning of period 4,580,751 3,907,111
---------- ----------
Cash and cash equivalents at end of period $1,151,810 $3,486,260
========= ==========
Cash paid during the period for:
Interest 36,216 67,183
Income taxes 1,090,327 864,749
Noncash transactions:
The Company considers all highly liquid investments with a maturity of three
months or less to be cash equivalents.
See accompanying notes to financial information.
</TABLE>
<PAGE>
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NINE-MONTH PERIOD ENDED
December 31, 1995
(Unaudited)
BASIS OF PRESENTATION:
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include
all information and footnotes which are normally included in Form 10-K and
the annual report to shareholders. The financial statements reflect all
adjustments which, in the opinion of management, are necessary for a fair
statement of results for the interim periods.
INVENTORIES
Major classifications of inventory follow:
Dec 31, 1995 March 31, 1995
------------- --------------
Component Parts 3,100,919 2,100,894
Work In Process 878,019 475,927
Finished Products 4,385,119 2,678,903
--------- ---------
8,364,057 5,255,724
========= =========
<PAGE>
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the three and nine month periods ended December 31, 1995
decreased $851,000 and increased $395,000, respectively as compared to the
sales for the comparable periods ended December 31, 1994. The decrease was
primarily attributable to decreased domestic national account sales
partially offset by the increase in international sales. The increase for
the nine month period is attributable to the growing international business.
The Company sells a variety of electronic security and fire equipment
that has a significant range in both sales price and gross product margin.
Based on customer demand, sales of different product types have historically
shown noticeable shifts on a quarter to quarter basis. Detection Systems has
lowered prices on certain products based on anticipated savings generated
from the manufacturing of these products in the Company's new Southeast Asia
manufacturing facility. It is projected that average prices will continue
to decline in fiscal 1997 as customer demands warrant and as more products
are shifted to the Southeast Asia facility. The Company has also adding
reduced featured versions of its standard product line to accommodate this
trend.
Gross profit margins on sales for the three and nine months ended
December 31, 1995 fell by approximately ten and four percentage points as
compared with the same periods a year ago. This decline was attributable to
special startup pricing for the Company's international sales offices as
well as by the Company's recently implemented lower pricing policy based on
the anticipated savings from its international manufacturing capability.
The quarter ending December 31, 1995 also includes production expenses
associated with the establishment of the new Southeast Asia manufacturing
facility. There were no related sales revenues or inventory builds to
support or absorb these expenses.
Internationally, the Company's Detection Systems International, Inc.
subsidiary currently has direct sales offices in Australia, China, France,
Hong Kong and the United Kingdom and distributors in Belgium, Brazil,
Columbia, Czech, Estonia, Hungary, India, Indonesia, Ireland, Israel, Italy,
Korea, Latvia, Lithuania, Malaysia, Netherlands, New Zealand, Norway,
Russia, Singapore, Slovakia, South Africa, Sweden, Taiwan, Thailand and
Ukraine. The Company has obtained numerous product approvals from the
appropriate agencies within these and other targeted countries. This
process is similar to that provided by UL and the FCC in the United States.
The Company's Southeast Asia manufacturing facility equipment and management
are in place. Production began during the quarter and first product
shipments were made to customers. The Company has attempted to duplicate
much of the same quality proven manufacturing procedures and processes as
established in its Fairport facility.
Other income decreased for the three and nine month periods ended
December 31, 1995 as compared with the same periods ended December 31, 1994
due to decreases in funds available for investment.
Production expenses for the three and nine months ended December 31,
1995 increased 5.9% and 7.5% as compared with the same three and nine month
period a year ago. These increases were attributable to the start up of the
Southeast Asia manufacturing facility.
Development expenses for the three and nine months periods ended
December 31, 1995 remained consistent with that of the same periods ended
December 31, 1994.
Marketing, administrative and general expenses increased $375,000 and
$1,631,000 in the three and nine month periods ended December 31, 1995 as
compared with the same periods a year ago. These increases were primarily
due to the startup of the Company s international venture.
Interest expense increased slightly for the three and nine month
periods ended December 31, 1995 versus the same periods a year ago. These
increases are due to the short-term working capital borrowings established
during the second and third fiscal quarters.
Pretax losses were $691,000 and $167,000 for the three and nine month
periods ended December 31, 1995 as compared with pretax income of $912,000
and $2,362,000, respectively, for the same periods ended December 31, 1994.
While U.S. operations were profitable, the expensing of international
startup activities resulted in the pretax losses in the current fiscal year.
International startup expenses included the acquisition of new software,
product conversions and approval costs, Southeast Asia manufacturing startup
costs and market introduction costs.
The Company s effective tax rate for the quarter ended December 31,
1995 was a benefit of 13.8%. The effective rate for the nine months ended
December 31, 1995 was a provision of 197.8%. This slight tax benefit as
well as the higher than normal tax provision result from the Company s
inability to fully recognize tax benefits associated with certain subsidiary
losses at this time. However, the Company will recognize benefit from these
losses when recognition of the benefit becomes more likely than not.
FINANCIAL CONDITION
At December 31, 1995, the Company had net working capital of $12.9
million, including approximately $1.2 million in cash and cash equivalents.
This compares to net working capital of approximately $15.0 million and $7.0
million in cash, cash equivalents and short-term investments at March 31,
1995. Operations for the nine-month period ended December 31, 1995 used net
cash of $3,719,000. The cash outflow was primarily due to costs associated
with the Company s international initiative.
The Company has a $6.5 million bank commitment for a revolving credit
facility, that extends into fiscal 1998. This commitment includes an
interest rate based on either the bank's stated prime rate or the London
Interbank Offered Rates (LIBOR) and a five year term loan provision for
repayment of balance due, if necessary. At December 31, 1995, the Company
had short-term loans of $850,000 from its line of credit. The Company
believes that current levels of cash and cash equivalents together with its
available line of credit, will be sufficient to meet its foreseeable working
capital needs. On a long-term basis, most cash requirements of the
international initiative are expected to be derived from operations of
overseas subsidiaries.
The Company continually reviews its capital assets and upgrades them
as required to insure that its technical and manufacturing capabilities stay
on the leading edge of the industries it serves. During the quarter ended
December 31, 1995, the Company installed manufacturing equipment in its
Southeast Asia plant and trained personnel on its operation.
Although the Company has a broad customer base, it does have several
customers who individually account for large amounts of business. A
significant change in purchases by one of these customers could result in
significant fluctuations in sales and profit. To minimize these
fluctuations, the Company has increased its emphasis on partnership
opportunities with its national and regional accounts. In addition, the
Company has increased its support of domestic and international wholesale
distribution companies. The Company s international initiative is also
expected to minimize fluctuations in sales.
The Company expects to continue expenditures on the development of new
products and markets. These expenditures will include continued investment in
security detection, fire detection, alarm control products and several wireless
projects, as well as the expansion of the Company s international marketing
efforts.
The Company, in conjunction with its Emergency Communications subsidiary,
has initiated a nationwide promotional campaign of its Security Escort(R)
personal safety system to engineered systems dealers. This is the first time
the system has been offered to markets other than colleges and universities.
Potential opportunities for the system exist in areas such as health care
facilities, shopping malls, high rise residential facilities and corporate
campuses. Additional interest has also been expressed in certain government
applications.
Accounts receivable increased $1,019,000 from the March 31, 1995 level.
This increase was partially attributable to the increased sales during the
quarter ended December 31, 1995 to the Company s international customers. It
was also impacted by special promotional startup terms offered to these same
customers. The Company s standard credit terms are net 30 days.
Inventories increased $3,108,000 from the March 31,1995 level due to the
build-up of inventory to support the Company's international venture. The
Company regularly reviews its reserve for obsolescence and adjusts it
accordingly. Occasionally, a new product will render another obsolete.
However, it has been the Company s policy to time the release of new products
to minimize this impact.
Prepaid expenses and other assets increased $197,000 from the March 31,
1995 due to the payment of several deposits associated with the Southeast Asia
manufacturing facility.
Accounts payable increased $888,000 from the March 31, 1995 level due to
timing of payments on inventory purchases to finance our international
venture.
Accrued payroll and benefits decreased $378,000 from March 31, 1995,
primarily due to the payment of fiscal 1995 year-end performance bonuses.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Detection Systems, Inc. announced on February 13, 1996 that it has
purchased all the outstanding stock of Radionics, Inc. from Expamet,
International Plc for $17,727,500 cash. Radionics, a leading U.S.
manufacturer of control equipment for the security, fire protection
and access control markets, had sales of $45 million for its fiscal
year ended December 31, 1995, giving the combined companies sales of
$80 million for that period.
Item 6. Exhibits and Reports for Form 8-K.
A. Exhibits
See Exhibit Index
B. Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DETECTION SYSTEMS, INC.
Registrant
DATE: February 13, 1996 By: /s/ Karl H. Kostusiak
Karl H. Kostusiak, President
By: /s/ Frank J. Ryan
Frank J. Ryan, Vice President,
Secretary and Treasurer
(Chief Financial & Accounting Officer)
<PAGE>
EXHIBIT INDEX
(3i) Text of the Certification of Incorporation, as amended.
Incorporated by reference to Exhibit 3a to the registrants
Form 10-K dated June 25, 1993.
(3i) Certificate of Amendment of Certificate of Incorporation as
filed with New York Secretary of State. Incorporated by
reference to Exhibit 3a to the registrants Form 10-K dated
June 25, 1993.
(3ii) The text of the registrant's By-laws, as amended, are
incorporated by reference to Exhibit 3b to the Company's
Report on Form 10-K dated June 25, 1993.
(10) Executive Employment Agreements dated May 24, 1994 are
incorporated by reference to Exhibit 10 starting on page 134
to the registrant's Report on Form 10-K dated June 27, 1994.
(11) Statement regarding computation of per share earnings. See
Exhibit 11.
(27) Financial data schedule. Included as Exhibit 27 to
electronic Edgar filing only.
<PAGE>
Exhibit 11
DETECTION SYSTEMS, INC. AND SUBSIDIARIES
Consolidated Computation of Net Income Per Common
And Common Equivalent Share
<TABLE>
<S> <C> <C>
Three Months Ended December 31, 1995 1994
Net Income ($ 595,815) $582,984
ADD - Interest on deferred compensation 15,550 14,729
-------- -------
Adjusted net income applicable to common stock ($ 580,265) $597,713
Number of Shares:
Weighted average number of shares 2,805,387 2,754,977
Common Stock equivalent due to
assumed exercise of stock options
and warrants 0 226,178
--------- --------
2,805,387 2,981,155
========= =========
Net (Loss) Income per Common and Common
Equivalent share ($0.21) $0.20
Nine Months Ended December 31, 1995 1994
----- -----
Net (Loss) Income ($498,304) $1,500,869
ADD - Interest on deferred compensation 50,692 39,628
-------- ---------
Adjusted net income applicable to common stock ($447,612) $1,540,497
Number of Shares:
Weighted average number of shares 2,805,387 2,733,212
Common Stock equivalent due to
assumed exercise of stock options
and warrants 78,705 227,540
--------- ---------
2,884,092 2,960,752
Net Income per Common and Common
Equivalent share ($.16) $.52
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1151810
<SECURITIES> 0
<RECEIVABLES> 6034983
<ALLOWANCES> (100000)
<INVENTORY> 8364057
<CURRENT-ASSETS> 17233640
<PP&E> 20288092
<DEPRECIATION> 11960568
<TOTAL-ASSETS> 25698712
<CURRENT-LIABILITIES> 4307644
<BONDS> 0
<COMMON> 7101374
0
0
<OTHER-SE> 12225961
<TOTAL-LIABILITY-AND-EQUITY> 25698712
<SALES> 8563799
<TOTAL-REVENUES> 8602027
<CGS> 5991708
<TOTAL-COSTS> 9250407
<OTHER-EXPENSES> 3258699
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42435
<INCOME-PRETAX> (690815)
<INCOME-TAX> 95000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (595815)
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
