<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended:
SEPTEMBER 30, 1996
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-9463
ULTRAK, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2626358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1220 Champion Circle, Suite 100,
Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
(972) 280-9675
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of September 30, 1996: 10,623,831 shares of $.01
par value common stock.
<PAGE> 2
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 1996
INDEX
Part I: Financial Information Page No.
--------------------- --------
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Part II: Other Information 13
-----------------
Signatures 14
2
<PAGE> 3
ULTRAK, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, DECEMBER 31,
1996 1995
(UNAUDITED)
----------- ----------
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 1,598,342 1,306,482
Trade Acounts Receivable, net 21,502,704 15,619,459
Notes Receivable 324,400 288,968
Inventories, net 28,057,323 21,293,216
Advances for Inventory Purchases 6,189,368 5,038,951
Prepaid Expenses and Other Current Assets 1,977,028 313,460
Deferred Income Taxes 1,069,347 943,046
----------- ----------
Total Current Assets 60,718,512 44,803,582
----------- ----------
Property, Plant and Equipment, net 4,756,296 4,117,899
Goodwill, net 22,561,730 2,470,839
Notes Receivable, Noncurrent 886,000 1,152,048
Other Assets 3,296,469 410,427
----------- ----------
Total Assets $92,219,007 52,954,795
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable-Trade $ 6,254,240 6,988,550
Current Portion of Long-Term Debt 23,841 180,960
Notes Payable 4,000,000 24,301,147
Accrued Expenses 3,329,561 1,613,925
Federal and State Income Taxes Payable 724,090 954,716
Other Current Liabilities 2,541,535 884,410
----------- ----------
Total Current Liabilities 16,873,267 34,923,708
----------- ----------
Long term Debt 0 1,534,548
Stockholders' Equity:
Preferred Stock, $5 par value, issuable in series; 2,000,000 shares
authorized; Series A, 12% cumulative convertible, 195,351 shares
authorized, issued and outstanding 976,755 976,755
Common Stock, $.01 par value; 20,000,000 shares authorized;
10,623,831 and 7,326,935 shares issued and outstanding at
September 30, 1996 and December 31, 1995, respectively 106,238 73,269
Additional Paid-in Capital 63,384,098 11,518,801
Common stock to be issued 2,150,000 0
Less: Treasury Stock, at cost, 35,000 common shares (246,068) 0
Retained Earnings 8,974,717 3,927,714
----------- ----------
Total Stockholders' Equity 75,345,740 16,496,539
----------- ----------
Total Liabilities and Stockholders' Equity $92,219,007 52,954,795
=========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 4
ULTRAK, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $35,151,344 28,429,494 96,591,813 72,564,527
Cost of sales 24,075,309 21,620,440 67,962,910 55,110,537
----------- ---------- ---------- ----------
Gross profit 11,076,035 6,809,054 28,628,903 17,453,990
Gross profit % 31.51% 23.95% 29.64% 24.05%
Other operating costs:
Marketing and sales 4,716,657 3,789,756 13,399,182 9,482,766
General and Administrative 2,773,072 1,412,620 6,384,531 3,590,170
----------- ---------- ---------- ----------
7,489,729 5,202,376 19,783,713 13,072,936
----------- ---------- ---------- ----------
Operating profits 3,586,306 1,606,678 8,845,190 4,381,054
Other expense (income):
Interest expense (income) (104,287) 492,691 782,516 1,304,174
Minority interest 97,564 0 97,564 0
Other, net 6,340 9,592 56,616 (21,951)
----------- ---------- ---------- ----------
(383) 502,283 936,696 1,282,223
----------- ---------- ---------- ----------
Income before income taxes 3,586,689 1,104,395 7,908,494 3,098,831
Income taxes 1,256,805 421,233 2,773,579 1,147,992
----------- ---------- ---------- ----------
NET INCOME 2,329,884 683,162 5,134,915 1,950,839
Dividend Requirements on
Preferred Stock (29,302) (29,302) (87,908) (87,908)
----------- ---------- ---------- ----------
Net Income Allocable to
Common Stockholders $ 2,300,582 653,860 5,047,007 1,862,931
=========== ========== ========== ==========
Income per Share:
Primary $ .21 $ .09 $ .55 $ .26
=========== ========== ========== ==========
Assuming Full Dilution $ .20 $ .09 $ .54 $ .26
=========== ========== ========== ==========
Number of Common Shares
Used in Computations:
Primary 10,926,586 7,448,066 9,131,371 7,089,211
=========== ========== ========== ==========
Assuming Full Dilution 11,365,974 7,855,047 9,591,141 7,496,192
=========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 5
ULTRAK, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,134,915 1,950,839
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 913,828 439,602
Provision for losses on accounts receivable 172,950 48,065
Provision for inventory obsolescene (107,557) 303,156
Changes in operating assets and liabilities:
Accounts and notes receivable (3,670,675) (3,280,582)
Inventory (2,890,108) (3,304,449)
Advances for inventory purchases (1,150,417) 1,158,842
Prepaid expenses and other current assets (1,594,724) (516,418)
Noncurrent notes and other assets (3,239,550) (700,205)
Accounts payable (3,003,544) (327,213)
Accrued and other current liabilities 501,845 83,878
------------ ----------
Net cash used in operating activities (8,933,037) (4,144,485)
------------ ----------
Cash flows from investing activities:
Purchases of property and equipment (1,021,173) (740,698)
Acquisitions, net of cash acquired (12,055,843) 371,278
------------ ----------
Net cash used in investing activities (13,077,016) (369,420)
------------ ----------
Cash flows from financing activities:
Net borrowings on notes payable (21,992,814) 3,937,685
Issuance of common stock, net of issuance costs 44,628,703 21,887
Purchase of treasury stock (246,068) 0
Payment of preferred stock dividends (87,908) (87,908)
------------ ----------
Net cash provided by financing activities 22,301,913 3,871,664
------------ ----------
Net increase (decrease) in cash and cash equivalents 291,860 (642,241)
------------ ----------
Cash and cash equivalents at beginning of the period 1,306,482 642,241
------------ ----------
Cash and cash equivalents at end of the period $ 1,598,342 0
============ ==========
Supplemental cash flow information:
Cash paid during the period for:
Interest 836,332 832,391
============ ==========
Income taxes 3,110,228 1,057,848
============ ==========
Supplemental schedule of noncash investing and financing:
Acquisition of businesses
Assets acquired 28,116,489 6,916,258
Liabilities assumed -4,909,524 -4,034,067
Common stock issued -9,419,559 -3,223,758
------------ ----------
13,787,406 -341,567
Less: cash acquired 1,731,563 29,711
------------ ----------
12,055,843 -371,278
============ ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 6
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation:
The accompanying unaudited interim consolidated financial statements
include the accounts of Ultrak, Inc. and its subsidiaries ("Ultrak" or the
"Company"). All significant intercompany balances and transactions have been
eliminated in consolidation.
The interim financial statements are prepared on an unaudited basis and do
not include all of the information and disclosures required by generally
accepted accounting principles for complete financial statements. All
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods have been
made and are of a recurring nature unless otherwise disclosed herein. The
results of operations for such interim periods are not necessarily
indicative of results of operations for a full year. For further
information, refer to the consolidated financial statements and notes to
the consolidated financial statements for the year ended December 31, 1995
included in the Ultrak Annual Report on Form 10-K.
2. Business Combinations:
JAK Pacific Video Warranty and Repair Services, Inc.:
Effective April 1, 1994, the Company acquired 56% of the outstanding common
stock of JAK Pacific Video Warranty and Repair Services, Inc. ("JAK"), a
California corporation, for total cash consideration of $573,000. The
transaction was accounted for as a purchase. The operations of JAK have
been included in the Company's statements of income beginning April 1,
1994. JAK is engaged in sales, service and warranty repairs of closed
circuit television products.
During 1995, the Company exercised its option to acquire the remaining 44%
of the common stock of JAK for cash consideration of $500,000. Goodwill is
being amortized over 20 years by the straight-line method.
Koyo's U.S. CCTV Division:
On March 15, 1995, the Company signed an agreement with Koyo
International, Inc. of America ("Koyo") to purchase certain assets of
Koyo's U.S. CCTV division. Under the agreement, the Company acquired all
of Koyo's inventory, patent rights, customer lists and certain tooling for
cash of approximately $416,000 plus a $100,000 minimum payment due under a
royalty agreement. The agreement provides for royalties of up to 2% of the
net selling price of products produced under license from Koyo. Goodwill
is being amortized over 20 years by the straight-line method.
6
<PAGE> 7
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Diamond Electronics, Inc.:
On July 13, 1995, the Company acquired 100% of the outstanding shares of
common stock of Diamond Electronics, Inc. ("Diamond") in exchange for
600,000 registered shares of the Company's common stock valued at
$3,804,000. Costs capitalized in conjunction with the acquisition were
approximately $130,000. Diamond is a manufacturer of commercial video CCTV
security and surveillance systems used by large retailers, and of
hazardous viewing systems used by industry and municipalities. The
transaction has been accounted for as a purchase, and the operations of
Diamond have been included in the Company's statement of income since the
date of acquisition. Goodwill is being amortized over 25 years by the
straight-line method.
G.P.S. Standard U.S.A.:
Effective November 29, 1995, the Company acquired 100% of the outstanding
capital stock of BLC & Associates, Inc., doing business as G.P.S. Standard
U.S.A. ("GPS"), for 176,470 shares of registered common stock of the
Company. GPS is a manufacturer of surveillance camera housings, pan and
tilt devices, matrix switchers and other advanced software driven camera
control systems. The transaction was accounted for as a pooling of
interests effective December 1, 1995. Results of operations for periods
prior to the date of acquisition have not been restated to reflect the
combined operations due to immateriality.
Maxpro Systems Pty, Ltd.:
Effective July 1, 1996, the Company acquired 75% of the outstanding capital
stock from the founders and current management of Maxpro Systems Pty, Ltd.
(Maxpro), a Perth, Australia based privately held company, for
approximately $8.2 million in cash and a deferred payment payable in Common
Stock with a minimum value of $900,000 payable over a two year period.
Maxpro is a manufacturer of a computer controlled matrix video switching
system that is coupled to a computer controlled alarm input and output
network used primarily in casinos, airports, mines, nuclear power plants,
prisons and other large closed circuit television applications. The
transaction has been accounted for as a purchase and the operations of
Maxpro have been included in the Company's consolidated statement of income
since the date of acquisition. Goodwill is being amortized over 25 years
using the straight line method.
7
<PAGE> 8
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Lenel Systems International, Inc.:
On September 6, 1996, the Company purchased approximately 24% of the
outstanding common stock of Lenel Systems International, Inc. ("Lenel") for
$2.6 million in cash. Lenel is a privately-held software company
specializing in security access control products based in Fairport, New
York. Additionally, the Company received a warrant that enables the
Company to increase it's ownership in Lenel and signed a world-wide reseller
agreement with Lenel. The Company has the right of first refusal with
respect to the common stock of Lenel's founders and has the right to
designate one director of Lenel. The Company's share of Lenel's operations
are reflected in operations since the date of acquisition.
Groupe Bisset, S.A.:
On September 26, 1996, the Company acquired 100% of the outstanding share
capital of Groupe Bisset, S.A. ("Bisset"), a Paris, France based
privately-held company, for $5.0 million in cash and 289,855 shares of
restricted common stock, $2.5 million in deferred consideration payable one
half in cash and one half in restricted common stock and up to an
additional $2.5 million payable one half in cash and one half in restricted
common stock if certain net income levels are attained by Bisset over a
one-year period beginning July 1, 1996.
Bisset is one of France's largest distributors of CCTV and professional
audio products. The transaction has been accounted for as a purchase and
the operations of Bisset will be included in the Company's consolidated
statement of income beginning October 1, 1996. Goodwill will be amortized
over 25 years using the straight line method.
The following unaudited pro forma information for 1996 and 1995 presents a
summary of consolidated results of operations of the Company as if the
acquisitions of Diamond, Maxpro and Bisset had occurred at the beginning of
the respective periods presented, giving effect to the amortization of
goodwill and certain other adjustments (in thousands):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
1996 1995 1996 1995
----------------- -------------------
<S> <C> <C> <C> <C>
Net sales $38,834 34,900 $110,383 98,258
Net income 2,317 1,051 4,976 3,272
======= ====== ======== ======
Net income per share $ 0.20 0.12 $ 0.47 0.37
======= ====== ======== ======
</TABLE>
8
<PAGE> 9
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The pro forma effect of the operations of JAK and Koyo and the investment
in Lenel was not significant for the periods presented.
3. Notes Payable and Long-Term Debt:
Notes payable as of September 30, 1996 is comprised of amounts outstanding
under a new three year credit facility, entered into on July 26, 1996, with
a bank. The credit facility initially provides up to $20 million in
revolving credit with interest at prime minus 0.25% or LIBOR plus 0.75%
payable quarterly. The note is collateralized by substantially all assets.
The credit agreement contains certain restrictive covenants and conditions,
including debt to cash flow, tangible net worth and fixed charge coverage
ratios.
4. Stockholders' Equity
On May 30, 1996, the Company sold 2,990,000 shares of common stock,
including 137,563 shares by certain warrant holders, in a secondary
offering. The net proceeds of the offering to the Company were
approximately $44.6 million of which approximately $27.8 million was used
to repay notes payable outstanding at the time.
5. Stock-Based Compensation
Statement of Financial Accounting Standard No. 123 (SFAS 123) "Accounting
for Stock-Based Compensation", is effective for 1996. As permitted by SFAS
123, the Company has elected to continue to account for stock-based
compensation under preexisting accounting standards and will provide the
required pro forma disclosures prescribed by SFAS 123 when complete
financial statements are presented for 1996.
9
<PAGE> 10
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Three Months ended September 30, 1996 compared to the
Three Months ended September 30, 1995
Results of Operations
For the three months ended September 30, 1996, net sales were $35,151,344, an
increase of $6,721,850 (24%) over the same period in 1995. This increase for
the three months ended September 30, 1996 was due to the effect of the
acquisition of Maxpro, sales of new products introduced during 1996 and
increased volume of sales of existing CCTV products to most of the markets
served by the Company.
Cost of sales was $24,075,309, an increase of $2,454,869 (11%) over the same
period in 1995. Gross profit margins on net sales increased to 31.5% for the
three months ended September 30, 1996 from 24.0% for the same period in 1995.
This increase was due to increased sales levels of Ultrak-branded products,
cost reductions realized in 1996 on certain Ultrak-branded products, the
effect of the acquisition of Maxpro (the manufactured products of which carry
higher gross profit margins than other products sold by the Company) and
higher margins earned on new products introduced during 1996.
Marketing and sales expenses were $4,716,657, an increase of $926,901 (24%)
over the same period in 1995. Marketing and sales expenses for the three
months ended September 30, 1996 were 13.4% of net sales, up from 13.3% for the
same period in 1995. This slight increase was due to the effect of
acquisitions during 1996 and the effect in 1996 of hiring additional sales,
sales support and marketing personnel in anticipation of new product
introductions and resulting sales activities, as well as the increased travel,
printing, product literature, advertising and promotion costs associated with
the introduction of new products.
General and administrative expenses were $2,773,072, an increase of $1,360,452
(96%) over the same period in 1995. General and administrative expenses for the
three months ended September 30, 1996 were 7.9% of net sales, up from 5.0% of
net sales for the same period in 1995. This increase was primarily the result
of (i) the acquisitions in 1996, including Maxpro, which maintain certain
separate administrative functions and have greater research and development
costs, as a percentage of net sales, than Ultrak's other operations, and (ii)
the hiring of additional research and development and administrative staff to
support the anticipated growth in sales.
Other expenses were ($383), a decrease of $502,666 (100%) from the same period
in 1995. This decrease was due primarily to lower interest expense resulting
from the repayment of bank and other lender borrowings in June 1996.
10
<PAGE> 11
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
For the Nine Months ended September 30, 1996 compared to the
Nine Months ended September 30, 1995
Results of Operations
For the nine months ended September 30, 1996, net sales were $96,591,813, an
increase of $24,027,286 (33%) over the same period in 1995. This increase for
the nine months ended September 30, 1996 was due to the effect of the
acquisition of Diamond and Maxpro, sales of new products introduced during
1996 and increased volume of sales of existing CCTV products to most of the
markets served by the Company.
Cost of sales was $67,962,910, an increase of $12,852,373 (23%) over the same
period in 1995. Gross profit margins on net sales increased to 29.6% for the
nine months ended September 30, 1996 from 24.1% for the same period in 1995.
This increase was due to increased sales levels of Ultrak-branded products,
cost reductions realized in 1996 on certain Ultrak-branded products, the
effect of the acquisitions of Diamond and Maxpro (the manufactured products of
which carry higher gross profit margins than other products sold by the
Company) and higher margins earned on new products introduced during 1996.
Marketing and sales expenses were $13,399,182, an increase of $3,916,416 (41%)
over the same period in 1995. Marketing and sales expenses for the nine months
ended September 30, 1996 were 13.9% of net sales, up from 13.1% for the same
period in 1995. This increase was due to the effect of acquisitions during
1995 and 1996 and the effect in 1996 of hiring additional sales, sales support
and marketing personnel in anticipation of new product introductions and
resulting sales activities, as well as the increased travel, printing, product
literature, advertising and promotion costs associated with the introduction
of new products.
General and administrative expenses were $6,384,531, an increase of $2,794,361
(78%) over the same period in 1995. General and administrative expenses for the
nine months ended September 30, 1996 were 6.6% of net sales, up from 4.9% of
net sales for the same period in 1995. This increase was primarily the result
of (i) the acquisitions in 1995 and 1996, including Diamond and Maxpro, which
maintain certain separate administrative functions and have greater research
and development costs, as a percentage of net sales, than Ultrak's other
operations and (ii) the hiring of additional research and development and
administrative staff to support the anticipated growth in sales.
Other expenses were $936,696, a decrease of $345,527 (27%) from the same
period in 1995. This decrease was due primarily to lower interest expense
resulting from the repayment of bank and other lender borrowings in June 1996.
11
<PAGE> 12
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
Liquidity and Capital Resources
The Company had a net increase in cash for the nine months ended September 30,
1996 of approximately $292,000. Net cash used in operating activities for the
period was approximately $8.9 million, primarily consisting of increases in
accounts and notes receivable, inventory and advances for inventory purchases
required by the increased sales, and decreases in trade accounts payable
arising from the Company's decision to actively pursue early payment for
discounts. Net cash used in investing activities was approximately $13.1
million consisting of purchases of property and equipment and cash payments
made for acquisitions. Net cash provided by financing activities was
approximately $22.3 million consisting of net proceeds from the sale of the
Company's common stock in a public offering, offset by the repayment of
borrowings on bank and other lender revolving lines of credit, the purchase of
approximately $246,000 in treasury stock and the payment of dividends on the
Series A Preferred Stock.
On July 26, 1996, the Company entered into a three year credit facility with a
bank. The credit facility initially provides up to $20 million in revolving
credit with interest at prime minus 0.25% or LIBOR plus 0.75% payable quarterly.
The note is collateralized by substantially all assets of the Company. The
credit agreement contains certain restrictive covenants and conditions,
including debt to cash flow, tangible net worth and fixed charge coverage
ratios.
As of September 30, 1996, the Company had unused available revolving lines of
credit under its bank facility totaling approximately $16.0 million. The
Company was in compliance with all of its covenants with its lender as of
October 15, 1996.
The Company believes that internally generated funds, available borrowings
under the credit facilities, current amounts of cash and the net proceeds from
the sale of a proposed stock offering will be sufficient to meet its presently
anticipated needs for working capital, capital expenditures and acquisitions,
if any, for at least the next 12 months.
12
<PAGE> 13
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 1996
Part II: Other Information
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report:
Exhibit 11.1: Computation of Per Share Income for the three
and nine months ended September 30, 1996
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K.
A Form 8-K was filed on August 23, 1996 under Item 2:
Acquisition of Assets relative to the Company's purchase
of 75% of Maxpro Systems Pty, Ltd., a Perth, Australia based
privately held company.
13
<PAGE> 14
ULTRAK, INC. AND SUBSIDIARIES
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.
ULTRAK, INC.
(Registrant)
Date: October 21, 1996 By: /s/ TIM D. TORNO
-------------------------
Tim D. Torno
Principal Financial and
Accounting Officer
14
<PAGE> 15
INDEX TO EXHIBITS
-----------------
EXHIBIT
NUMBER DESCRIPTION
------ -----------
11.1 Computation of Per Share Income
for the three and nine months
ended September 30, 1996
27 Financial Data Schedule
<PAGE> 1
Exhibit 11.1
ULTRAK, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Computation of Income per Share-Primary: Three Months Nine Months
- ---------------------------------------- ------------ -----------
<S> <C> <C>
Net income ............................................ $ 2,329,884 5,134,915
Less: Dividend requirements on preferred
stock ............................................. (29,302) (87,908)
------------ ------------
Net income allocable to common stockholders ........... $ 2,300,582 5,047,007
============ ============
Weighted average number of common shares
outstanding during the period ..................... 10,341,578 8,640,868
Net effect of dilutive stock options and
warrants based on the treasury method using
average market price .................................. 595,008 490,503
------------ ------------
Shares used for computation ........................... 10,926,586 9,131,371
============ ============
Income per share-primary
$ .21 $ .55
============ ============
Computation of Income per Share-Assuming Full Dilution:
Net income ............................................ $ 2,329,884 5,134,915
Less: Dividend requirements on preferred stock ........ -- --
------------ ------------
Net income allocable to common stockholders ........... $ 2,329,884 5,134,915
============ ============
Weighted average number of common shares
outstanding during the period ..................... 10,341,578 8,640,868
Net effect of dilutive stock options and
warrants based on the treasury method using
the greater of average or ending price ................ 627,416 543,292
Net effect of preferred stock conversion .............. 406,981 406,981
------------ ------------
Shares used for computation ........................... 11,365,974 9,591,141
============ ============
Income per share-assuming full dilution ............... $ .20 $ .54
============ ============
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
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