<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, 1998
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.)
1301 Waters Ridge Drive,
Lewisville, Texas 75057
(Address of principal executive offices) (Zip Code)
(972) 353-6651
(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, 1998: 14,701,805 shares of $.01 par value
common stock.
<PAGE> 2
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 1998
INDEX
<TABLE>
<CAPTION>
Part I: Financial Information Page No.
--------------------- --------
<S> <C>
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 9
Part II: Other Information 12
Signatures 13
</TABLE>
2
<PAGE> 3
ULTRAK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPT. 30, DECEMBER 31,
ASSETS 1998 1997
------------- ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 11,136,640 14,099,684
Restricted Cash 1,176,250 3,949,690
Trade Accounts Receivable, less allowance for doubtful accounts 48,424,565 30,019,272
Notes Receivable 3,952,142 1,920,281
Inventories, net 45,761,163 42,576,986
Advances for Inventory Purchases 6,748,841 11,420,009
Prepaid Expenses and Other Current Assets 4,270,813 3,108,978
Deferred Income Taxes 3,497,551 3,354,246
Net Assets of Discontinued Operations 0 4,833,962
------------- -------------
Total Current Assets 124,967,965 115,283,108
------------- -------------
Property, Plant and Equipment, at cost 20,116,674 8,884,144
Less accumulated depreciation and amortization (4,814,536) (3,118,978)
------------- -------------
15,302,138 5,765,166
------------- -------------
Goodwill, net of accumulated amortization 54,306,193 55,765,438
Investment in Detection Systems, Inc. 10,257,441 0
Other Assets 4,898,845 5,726,728
Net Assets of Discontinued Operations 0 2,337,342
------------- -------------
Total Assets $ 209,732,582 184,877,782
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable-Trade $ 14,049,453 12,884,369
Note Payable to Bank 32,600,000 0
Accrued Expenses 6,983,901 3,755,199
Income Taxes Payable 796,364 8,606
Other Current Liabilities 3,471,806 5,031,204
------------- -------------
Total Current Liabilities 57,901,524 21,679,378
------------- -------------
Commitments and Contingencies
Equity Put Options on Common Stock 14,091,600 28,364,000
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;
14,701,805 and 14,445,741 shares issued and outstanding at
September 30, 1998 and December 31, 1997, respectively 147,018 144,457
Additional Paid in Capital 140,904,801 126,414,835
Retained Earnings 17,260,016 13,692,732
Cumulative Translation Adjustment (1,923,877) (1,868,304)
Treasury Stock, at cost (1,927,950 and 432,850 common shares at
September 30, 1998 and December 31, 1997, respectively) (19,625,255) (4,526,071)
------------- -------------
Total Stockholders' Equity 137,739,458 134,834,404
------------- -------------
Total Liabilities and Stockholders' Equity $ 209,732,582 184,877,782
============= =============
</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
SEPT. 30, 1998 SEPT. 30, 1997 SEPT. 30, 1998 SEPT. 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 53,556,667 48,997,704 148,327,057 130,785,431
Cost of sales 36,398,694 33,775,240 101,387,054 89,534,917
-------------- -------------- -------------- --------------
Gross profit 17,157,973 15,222,464 46,940,003 41,250,514
Gross profit % 32.0% 31.1% 31.6% 31.5%
Other operating costs:
Marketing and sales 8,423,266 7,256,575 23,473,117 19,717,860
General and administrative 4,426,471 4,463,843 14,059,003 12,264,442
Depreciation and goodwill amortization 1,312,400 1,033,449 3,361,566 2,695,244
-------------- -------------- -------------- --------------
14,162,137 12,753,867 40,893,686 34,677,546
-------------- -------------- -------------- --------------
Operating profits 2,995,836 2,468,597 6,046,317 6,572,968
Other (expense) income:
Interest income (expense) (291,841) 415,178 (377,950) 1,647,058
Costs of terminated merger 0 0 0 (697,055)
Gain on sale of investments 675,000 285,000 675,000 285,000
Other, net 195,008 255,668 566,160 650,731
-------------- -------------- -------------- --------------
578,167 955,846 863,210 1,885,734
-------------- -------------- -------------- --------------
Income from continuing operations 3,574,003 3,424,443 6,909,527 8,458,702
before income taxes
Income taxes (1,566,626) (1,317,165) (2,879,905) (3,125,821)
-------------- -------------- -------------- --------------
INCOME FROM CONTINUING OPERATIONS 2,007,377 2,107,278 4,029,622 5,332,881
Discontinued operations, net of tax effects:
Loss from operations (222,143) (90,671) (452,378) (405,398)
Provision for gain on disposal 77,946 -- 77,946 --
-------------- -------------- -------------- --------------
(144,197) (90,671) (374,432) (405,398)
-------------- -------------- -------------- --------------
NET INCOME 1,863,180 2,016,607 3,655,190 4,927,483
Dividend requirements on
preferred stock (29,302) (29,302) (87,908) (87,908)
-------------- -------------- -------------- --------------
Net income allocable to
common stockholders $ 1,833,878 1,987,305 3,567,282 4,839,575
============== ============== ============== ==============
Income per share- continuing operations:
Basic $ .15 $ .15 $ .29 $ .38
============== ============== ============== ==============
Diluted $ .14 $ .14 $ .27 $ .35
============== ============== ============== ==============
Net income per share:
Basic $ .14 $ .14 $ .26 $ .35
============== ============== ============== ==============
Diluted $ .13 $ .13 $ .24 $ .32
============== ============== ============== ==============
Number of common shares used in computations:
Basic 13,172,459 13,976,101 13,605,996 13,985,269
============== ============== ============== ==============
Diluted 14,789,674 15,164,921 15,179,500 15,228,210
============== ============== ============== ==============
</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
SEPT. 30, 1998 SEPT. 30, 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,655,190 4,927,483
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 3,361,566 2,695,244
Provision for losses on accounts receivable 680,926 148,965
Provision for inventory obsolescence 876,918 218,024
Changes in operating assets and liabilities:
Accounts and notes receivable (21,435,956) (121,694)
Inventories (4,061,095) (5,524,136)
Advances for inventory purchases 4,671,168 (4,517,633)
Prepaid expenses and other current assets (1,305,140) 613,245
Noncurrent notes and other assets 1,097,068 1,046,509
Accounts payable 1,165,084 (4,173,671)
Accrued and other current liabilities 2,457,062 (3,412,488)
Net assets of discontinued operations 4,833,962 (464,267)
-------------- --------------
Net cash used in operating activities (4,003,247) (8,564,419)
-------------- --------------
Cash flows from investing activities:
Purchases of investments, net (10,208,750) --
Purchases of property and equipment (11,439,294) (3,041,163)
Acquisitions, net of cash acquired -- (31,211,239)
Net assets of discontinued operations 2,337,342 (3,071,024)
-------------- --------------
Net cash used in investing activities (19,310,702) (37,323,426)
-------------- --------------
Cash flows from financing activities:
Net borrowings on revolving line of credit 32,600,000 --
Decrease in restricted cash 2,773,440 --
Issuance of common stock, net of issuance costs 220,127 41,073
Purchase of treasury stock (15,099,184) (4,280,003)
Payment of preferred stock dividends (87,908) (87,908)
-------------- --------------
Net cash provided by (used in) financing activities 20,406,475 (4,326,838)
-------------- --------------
Effect of exchange rate changes on cash (55,570) --
Net decrease in cash and cash equivalents (2,963,044) (50,214,683)
-------------- --------------
Cash and cash equivalents at beginning of the period 14,099,684 71,810,707
-------------- --------------
Cash and cash equivalents at end of the period $ 11,136,640 21,596,024
============== ==============
Supplemental schedule of noncash investing and financing:
Acquisitions of businesses:
Assets acquired $ -- 55,910,802
Liabilities assumed -- (10,956,377)
Common stock issued -- (9,389,214)
-------------- --------------
-- 35,565,211
Less: cash acquired -- 4,353,972
-------------- --------------
$ -- 31,211,239
============== ==============
</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, 1997 included in the Ultrak Annual Report on Form 10-K.
2. Earnings Per Share:
In the fourth quarter of 1997, the Company adopted the provisions of Statement
of Financial Accounting Standard No. 128, "Earnings Per Share" (SFAS 128). In
accordance with SFAS 128, the Company computes basic earnings per share based on
the weighted average number of common shares outstanding. Diluted earnings per
share is computed based on the weighted average number of shares outstanding,
plus the number of additional common shares that would have been outstanding if
dilutive potential common shares had been issued. All prior period earnings per
share information have been restated to comply with the provisions of SFAS 128.
Following is a reconciliation of basic and diluted earnings per share:
<TABLE>
<CAPTION>
For the Quarter Ended Sept. 30, 1998 For the Quarter Ended Sept. 30, 1997
--------------------------------------- ---------------------------------------
Net Per Share Net Per Share
Income Shares Amount Income Shares Amount
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basis earnings per share:
Income allocable to common stockholders $ 1,833,878 13,172,459 $ .14 $ 1,987,305 13,976,101 $ .14
=========== ===========
Effect of Dilutive Securities:
Contingently issuable shares 332,981 385,291
Put options 551,723 1,868
Stock options 325,529 394,680
Convertible preferred stock 29,302 406,981 29,302 406,981
----------- ----------- ----------- -----------
Diluted earnings per share $ 1,863,180 14,789,674 $ .13 $ 2,016,607 15,164,921 $ .13
=========== =========== =========== =========== =========== ===========
</TABLE>
6
<PAGE> 7
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
2. Earnings Per Share, continued:
<TABLE>
<CAPTION>
For the Nine Months Ended Sept. 30, For the Nine Months Ended Sept. 30,
1998 1997
--------------------------------------- ----------------------------------------
Net Per Share Net Per Share
Income Shares Amount Income Shares Amount
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basis earnings per share:
Income allocable to common stockholders $ 3,567,282 13,605,996 $ .26 $ 4,839,575 13,985,269 $ .35
=========== ===========
Effect of Dilutive Securities:
Contingently issuable shares 350,769 384,303
Put options 462,413 623
Stock options 353,341 451,034
Convertible preferred stock 87,908 406,981 87,908 406,981
----------- ----------- ----------- -----------
Diluted earnings per share $ 3,655,190 15,179,500 $ .24 $ 4,927,483 15,228,210 $ .32
=========== =========== =========== =========== =========== ===========
</TABLE>
3. Comprehensive Income:
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standard No. 130, "Reporting Comprehensive Income" (SFAS 130). The adoption of
this standard had no impact on net income or stockholders' equity, as reported.
SFAS 130 requires the reporting of comprehensive income, which includes net
income plus non-owner changes in equity including unrealized gains or losses on
investments, the minimum pension liability adjustment and foreign currency
translation. During the nine months ended September 30, 1998 and 1997, non-owner
changes, comprised solely of changes in foreign currency translation, were
$55,573 and $1,269,137 respectively.
4. Note Payable to Bank:
On December 1, 1997, the Company entered into a three-year unsecured credit
facility with a bank. The credit facility provides up to $40.0 million in
revolving credit with interest at prime minus .50% or LIBOR plus .60%-1.00%,
payable quarterly. At the maturity of the revolving credit agreement in the year
2000, the principal balance converts to a fully amortizing four-year term loan.
The credit agreement contains certain restrictive covenants and conditions,
including maximum senior funded debt to cash flow and debt service coverage. The
Company is required to pay a quarterly commitment fee of .062% beginning June
30, 1998. As of September 30, 1998, the Company had borrowings in the amount of
$32.6 million outstanding under this facility.
7
<PAGE> 8
ULTRAK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
5. Equity Put Options on Common Stock:
In conjunction with a stock repurchase program, during 1997 the Company sold
equity put options covering 2,620,000 shares of its common stock for net
proceeds before taxes to the Company of $4.5 million. As of September 30, 1998,
1,185,000 options remain outstanding and the Company's potential repurchase
obligation under equity put options with net cash or physical settlement terms
totaled $14.1 million at exercise prices ranging from $10.31 to $12.51 per
share. The options are exercisable only at expiration and the remaining options
expire from October 1998 through January 1999.
6. Sale of Subsidiary:
On August 5, 1998, the Company completed the sale of the stock of Dental Vision
Direct, Inc. ("DVD"), a 90% owned subsidiary, to American Dental Technologies,
Inc. ("American Dental"). The consideration included approximately $3.0 million
in cash, a $3.9 million short-term note and warrants to acquire 540,000 shares
of American Dental common stock (which currently trades on NASDAQ under the
symbol "ADLI"). A gain on the sale of approximately $78,000 has been recorded
and all prior periods have been restated to reflect the discontinued operations.
The summarized unaudited results of the discontinued operations are as follows:
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 793,711 1,703,481 5,181,161 4,472,027
Income (loss) before income taxes (336,581) (136,764) (685,421) (612,392)
Income taxes (114,438) (46,093) (233,043) (206,994)
Income from operations, net of taxes (222,143) (90,671) (452,378) (405,398)
Gain on disposal 77,946 -- 77,946 --
-------------- -------------- -------------- --------------
Discontinued operations, net of taxes $ (144,197) (90,671) (374,432) (405,398)
============== ============== ============== ==============
</TABLE>
8
<PAGE> 9
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Three Months ended September 30, 1998 compared to the
Three Months ended September 30, 1997
Results of Operations
For the three months ended September 30, 1998, net sales were $53,556,667, an
increase of $4,558,963 (9%) over the same period in 1997. This increase for the
three months ended September 30, 1998 was primarily due to internal growth from
sales of new products and systems introduced during late 1997 and 1998 and
increased volume of sales of existing CCTV products and systems to most of the
markets served by the Company.
Cost of sales was $36,398,694, an increase of $2,623,454 (8%) over the same
period in 1997. Gross profit margins on net sales increased to 32.0% for the
three months ended September 30, 1998 from 31.1% for the same period in 1997.
This increase in gross profit margin was due primarily to increased sales during
the quarter of Enterprise Security Solutions ("ESS"), including the newly
released Windows NT version of SAFEnet and the MAX 1000 video management system.
Marketing and sales expenses were $8,423,266, an increase of $1,166,691 (16%)
over the same period in 1997. Marketing and sales expenses for the three months
ended September 30, 1998 were 15.7% of net sales, up from 14.8% for the same
period in 1997. This net increase was due to the effect of acquisitions during
1997 and the effect 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 $4,426,471, a decrease of $37,372 (1%)
over the same period in 1997. General and administrative expenses for the three
months ended September 30, 1998 were 8.3% of net sales, down from 9.1% of net
sales for the same period in 1997. This net decrease was a result of less hiring
and selective employee terminations during the quarter and the Company's other
efforts to reduce its general and administrative costs as a percentage of net
sales.
Other income was $578,167, a decrease of $377,679 (40%) from the same period in
1997. This net decrease was primarily because of the Company's shift during mid
1997 to invest excess funds in marketable equity securities instead of interest
bearing investments, the use of cash to fund the Company's stock repurchase
program and acquisitions during 1997 and the resulting interest expense on bank
borrowings during 1998.
9
<PAGE> 10
ULTRAK, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
For the Nine Months ended September 30, 1998 compared to the
Nine Months ended September 30, 1997
Results of Operations
For the nine months ended September 30, 1998, net sales were $148,327,057, an
increase of $17,541,626 (13%) over the same period in 1997. This increase for
the nine months ended September 30, 1998 was due to the effect of the
acquisitions entered into during 1997, internal growth from sales of new
products and systems introduced during late 1997 and 1998 and increased volume
of sales of existing CCTV products and systems to most of the markets served by
the Company.
Cost of sales was $101,387,054, an increase of $11,852,137 (13%) over the same
period in 1997. Gross profit margins on net sales increased to 31.6% for the
nine months ended September 30, 1998 from 31.5% for the same period in 1997.
This increase in gross profit margin was due to increased sales during the
second and third quarter of ESS, including the newly released SAFEnet and the
MAX 1000 video management system offset partially by the effects of competitive
price pressures.
Marketing and sales expenses were $23,473,117, an increase of $3,755,257 (19%)
over the same period in 1997. Marketing and sales expenses for the nine months
ended September 30, 1998 were 15.8% of net sales, up from 15.1% for the same
period in 1997. This net increase was due to the effect of acquisitions during
1997 and the effect 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 $14,059,003, an increase of $1,794,561
(15%) over the same period in 1997. General and administrative expenses for the
nine months ended September 30, 1998 were 9.5% of net sales, up from 9.4% of net
sales for the same period in 1997. This slight net increase was a result of (i)
the acquisitions during 1997, each of which maintain certain separate
administrative functions and have greater research and development costs, as a
percentage of net sales, than Ultrak's other existing operations, and (ii) the
hiring during the first and second quarter of 1998 of additional research and
development and administrative staff to support the growth in sales. The
decrease in general and administrative expenses during the third quarter is the
result of less hiring and selective employee terminations during the quarter and
the Company's other efforts to reduce its general and administrative costs as a
percentage of net sales.
Other income was $863,210, a net decrease of $1,022,524 (54%) from the same
period in 1997. This decrease was primarily because of the Company's shift
during mid 1997 to invest excess funds in marketable equity securities instead
of interest bearing investments, the use of cash to fund the Company's stock
repurchase program and acquisitions during 1997 and the resulting interest
expense on bank borrowings during 1998.
10
<PAGE> 11
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 decrease in cash and cash equivalents for the nine months
ended September 30, 1998 of approximately $2,963,000. Net cash used in operating
activities for the period was approximately $4.0 million, primarily consisting
of increases in accounts and notes receivable, inventories and prepaid expenses
and other current assets offset partially by decreases in advances for
inventory, noncurrent notes and other assets as well as increases in accounts
payable and accrued and other current liabilities. Net cash used in investing
activities was approximately $19.3 million consisting of purchases of property
and equipment, primarily related to the worldwide SAP computer implementation
and increases in its investment in Detection Systems, Inc. Cash provided by
financing activities was approximately $20.4 million, consisting primarily of
borrowings on its note payable to bank, offset by purchases of treasury stock
and the payment of dividends on the Company's outstanding Series A Preferred
Stock.
As of September 30, 1998, the Company had unused available revolving lines of
credit under its bank facility totaling $7.4 million. The Company is in
compliance with or had obtained waivers for all of its covenants with its lender
as of the date of this report.
The Company believes that internally generated funds, available borrowings under
the bank credit facility, proceeds from the sale of its DVD subsidiary and
current amounts of cash and cash equivalents 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.
11
<PAGE> 12
ULTRAK, INC. AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 1998
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
Not Applicable
Item 5. Other Information
On August 5, 1998, the Company completed the sale of the stock of
Dental Vision Direct, Inc. ("DVD"), a 90% owned subsidiary, to
American Dental Technologies, Inc. ("American Dental"). The
consideration included approximately $3.0 million in cash, a $3.9
million short-term note and warrants to acquire 540,000 shares of
American Dental common stock (which currently trades on NASDAQ
under the symbol "ADLI").
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report:
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K.
None filed during the quarter ended September 30, 1998.
12
<PAGE> 13
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: November 5, 1998 By: /s/ Tim D. Torno
------------------------------------------
Tim D. Torno, Vice President-Finance
Principal Financial and Accounting Officer
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 12,312,890
<SECURITIES> 0
<RECEIVABLES> 50,336,203
<ALLOWANCES> (1,911,638)
<INVENTORY> 45,761,163
<CURRENT-ASSETS> 124,967,965
<PP&E> 20,116,674
<DEPRECIATION> (4,814,536)
<TOTAL-ASSETS> 209,732,582
<CURRENT-LIABILITIES> 57,901,524
<BONDS> 0
0
976,755
<COMMON> 147,018
<OTHER-SE> 154,996,401
<TOTAL-LIABILITY-AND-EQUITY> 209,732,582
<SALES> 148,327,057
<TOTAL-REVENUES> 148,327,057
<CGS> 101,387,054
<TOTAL-COSTS> 101,387,054
<OTHER-EXPENSES> 40,893,686
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 377,950
<INCOME-PRETAX> 6,909,527
<INCOME-TAX> (2,879,905)
<INCOME-CONTINUING> 4,029,622
<DISCONTINUED> (374,432)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,655,190
<EPS-PRIMARY> .26
<EPS-DILUTED> .24
</TABLE>
