MOSLER INC
10-Q/A, 2000-05-16
COMMUNICATIONS EQUIPMENT, NEC
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                 FORM 10-Q/A
                               Amendment No. 1

(Mark One)
 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended            MARCH 24, 2000
                              --------------------------------------------------

                                       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             33-67908
                                     -------------------------------------

                                   MOSLER INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                  31-1172814
                                            ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or organization)

                      8509 BERK BOULEVARD
                           HAMILTON, OHIO                          45015-2213
- -----------------------------------------                       ----------------
 (Address of principal executive offices)                          (Zip Code)

                                 (513) 870-1900
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not applicable
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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 periods 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
                                  ---------------------      -----------------

                      Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practical date.

Common Stock, $0.10 Par Value              2,238,956 SHARES AS OF MARCH 24, 2000
- -----------------------------              -------------------------------------


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<PAGE>   2


                                   MOSLER INC.

Item 2            Management's Discussion and Analysis of
                  ---------------------------------------
                  Financial Condition and Results of Operations
                  ---------------------------------------------

     This document contains forward-looking statements within the meaning of
     Section 27A of the Securities Act of 1933, as amended, and Section 21E of
     the Securities Exchange Act of 1934, as amended. Such statements include,
     without limitations, the Company's beliefs about trends in the Company's
     industries, and its views about the long-term future of these industries
     and the Company. The following factors, among others, could cause the
     Company's financial performance to differ materially from that expressed in
     such statements: (i) changes in consumer preferences resulting in a decline
     in the demand for product and service, (ii) the inability to reduce SG&A
     expenses as expected, (iii) an increase in the price of raw materials, (iv)
     political and/or economic instability in foreign countries where the
     Company has operations or has suppliers who supply the Company, (v) an
     unexpected increase in interest rates, (vi) a shift in strength of the
     overall U.S. economy thereby possibly reducing purchases, and, (vii)
     failure to remedy in a timely manner any Year 2000 issues that might arise.

Results of Operations
- ---------------------

Three Months Ended March 24, 2000 Compared to the
- -------------------------------------------------
Three Months Ended March 27, 1999
- ---------------------------------

Sales
- -----

     The Company's sales increased during the three months ended March 24, 2000
     by 3.2% to $78.2 million from $75.8 million. Service Sales increased by
     5.3% to $38.0 million from $36.1 million.

     Product net sales increased during the three months ended March 24, 2000 by
     1.3% to $40.2 million from $39.7 million. Electronic Security product sales
     decreased by 12.1% to $18.8 million from $21.4 million. Physical Security
     product sales increased by 13.9% to $18.9 million from $16.6 million. This
     decrease relates to a reduction in new bank branch openings and capital
     budgets being blocked during the last two months of calendar year 1999 due
     to Y2K concerns.



                                    Page 13
<PAGE>   3

Gross Profit
- ------------

     Gross profit increased during the three months ended March 24, 2000 by
     10.2% percent from $17.5 million to $19.3 million for the same period in
     the prior year. Gross profit as a percentage of sales increased to 24.7%
     from 23.0% for the three months ended March 24, 2000, resulting principally
     from higher sales volumes and improved efficiency in Service.

Selling and Administrative Expenses
- -----------------------------------

     Selling and administrative expense decreased during the three months ended
     March 24, 2000 by 4.1% to $14.2 million from $14.8 million for the three
     months ended March 27, 1999. The decrease is due primarily to a reduction
     in selling costs.

Operating Income
- ----------------

     The Company's operating income for the three months ended March 24, 2000
     increased by 96.2% to $5.1 million from $2.6 million for the three months
     ended March 27, 1999. Included in 1999 fiscal operating income were
     transition costs associated with the acquisition of LeFebure amounting to
     approximately $6.0 million. Included in the operating income for 2000 are
     $.6 million in transition costs.

Debt Expense
- ------------

     Debt expense increased for the three months ended March 24, 2000 by 18.8%
     to $8.2 million from $6.9 million. The increase was due to higher interest
     costs on higher bank debt primarily attributable to increased working
     capital requirements of the Company.

Net Loss
- --------

     Net loss before preferred stock charges decreased by $1.3 million for the
     three months ended March 24, 2000 to $3.1 million from $4.4 million for the
     three months ended March 27, 1999.



                                    Page 14
<PAGE>   4



acquisition of LeFebure. Included in the operating income for fiscal year 2000
are $3.3 million in transition costs.


Debt Expense
- ------------

Debt expense for the nine months ended March 24, 2000 increased by 20.1% to
$22.7 million from $18.9 million for the same period of the prior year. The
increase was due to higher interest costs on higher bank debt primarily
attributable to increased working capital requirements of the Company.

Net Loss
- --------

Net loss before preferred stock charges decreased by $3.9 million for the nine
months ended March 24, 2000 to $10.1 million from $14.0 million.


                                    Page 16
<PAGE>   5




Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------


         None.


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)      List of Exhibits

                  (27)   Financial Data Schedule for the nine months ended
                         March 24, 2000. (Exhibit 27 previously filed with 10-Q
                         filed on 5/15.)

         (b)      Reports on Form 8-K

                  None



                                    Page 21
<PAGE>   6




                                   MOSLER INC.


                                    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.


                                   Mosler Inc.
                                  (Registrant)

Date:  5/16/00                                     /s/ Robert A. Crisafulli
     --------------------                          -----------------------------
                                                       Robert A. Crisafulli
                                                   Chief Financial Officer



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