<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the three months ended July 31, 1996
Commission File Number: 33-17856-C
INNOVATIVE TECH SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
ILLINOIS 65-0071222
-------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
444 JACKSONVILLE ROAD, SUITE 200, WARMINSTER, PA 18974
------------------------------------------------------
(Address, including zip code, of registrant's
principal executive offices)
(215) 441-5600
--------------
(Registrant's telephone number,
including area code)
(Former name, address and 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 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.
Class: Common
Outstanding at November 25, 1996: 10,888,456
<PAGE> 2
ITEM 1. (FINANCIAL INFORMATION) OF REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED JULY 31, 1996, IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
Balance Sheet as of July 31, 1996
Statement of Operations for the three months ended July 31, 1996
Statement of Operations for the six months ended July 31, 1996
Statement of Cash Flows for the six months ended July 31, 1996
Notes to Financial Statements
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27. Financial Data Schedule
2
<PAGE> 3
INNOVATIVE TECH SYSTEMS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS July 31,
1996
-----------
(Unaudited)
<S> <C>
Current assets:
Cash and cash equivalents $ 971,199
Accounts receivable, net 2,230,513
Officer advance 84,452
Other current assets 91,590
--------------
Total current assets 3,377,754
Property and equipment, net 670,949
Restricted cash 700,000
Computer software, net of accumulated amortization of
$386,317 and $335,599 at July 31, 1996 and
January 31, 1996, respectively 324,494
Acquisition of company 1,371,940
Other assets 89,802
--------------
Total assets $ 6,534,939
==============
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE> 4
INNOVATIVE TECH SYSTEMS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
July 31,
1996
-----------
(Unaudited)
<S> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 349,686
Accrued liabilities 34,660
Accrued payroll and related costs 120,221
Deferred revenue 107,626
------------
Total current liabilities 612,194
------------
Commitments & contingent liabilities
Shareholders' equity:
Preferred stock, no par value; authorized 200,000,000
shares -
Common stock, par value $.0185; authorized
100,000,000 shares, issued and outstanding
10,873,456 as of July 31, 1996 and January 31, 1996 201,159
Additional paid-in capital 7,136,954
Warrants 851,500
Accumulated deficit (2,266,868)
------------
Total shareholders' equity 5,922,745
------------
Total liabilities and shareholders' equity $ 6,534,939
============
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 5
INNOVATIVE TECH SYSTEMS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Three
Months Ended
July 31, 1996
-------------
<S> <C>
Revenues $ 1,300,423
Cost of revenues 95,693
Selling, general and administrative expenses 1,428,928
------------
Loss from operations (224,198)
Interest expense 1,259
Other income 31,368
------------
Loss before income taxes (194,089)
Provision for income taxes -
------------
Net loss $ (194,089)
============
Income (loss) per common share $ (.017)
============
Weighted average shares outstanding 11,476,147
</TABLE> ============
The accompanying notes are an integral part of the financial statements
5
<PAGE> 6
INNOVATIVE TECH SYSTEMS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Six
Months Ended
July 31, 1996
-------------
<S> <C>
Revenues $ 2,455,778
Cost of revenues 126,798
Selling, general and administrative expenses 2,539,216
-------------
Loss from operations (210,236)
Interest expense 1,259
Other income 69,272
=============
Loss before income taxes (142,223)
Provision for income taxes -
-------------
Net loss $ (142,223)
=============
Income (loss) per common share $ (.012)
=============
Weighted average shares outstanding 11,476,147
</TABLE> =============
The accompanying notes are an integral part of the financial statements
6
<PAGE> 7
INNOVATIVE TECH SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For The Six
Months Ended
July 31, 1996
--------------------
<S> <C>
Cash flows from operating activities:
Net income (loss) $ (142,223)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 131,884
Changes in operating assets and liabilities net of effects from
acquisition:
Accounts receivable (968,686)
Officer advance (34,531)
Due from related party -
Other current assets (65,778)
Other assets (88,297)
Accounts payable 144,743
Accrued liabilities (47,078)
Accrued payroll and related costs (3,290)
Deferred revenue 32,745
----------------
Net cash used in operating activities (1,040,511)
----------------
Cash flows from investing activities:
Purchase of property and equipment (136,858)
Leasehold improvements (3,709)
Capitalization of software development tools (5,520)
Capitalization of software development costs -
Restricted cash -
Proceeds from note receivable -
Note receivable -
----------------
Net cash used in investing activities (146,087)
----------------
Cash flows from financing activities:
Repayment of long-term debt (659,295)
Warrant issuance 1,350
----------------
Net cash used in financing activities (657,945)
----------------
Net decrease in cash and cash equivalents (1,844,543)
Cash and cash equivalents, beginning of period 2,815,742
----------------
Cash and cash equivalents, end of period $ 971,199
================
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS
The accompanying financial statements are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
statements have been included. Such adjustments consisted of normal recurring
items. Interim results are not necessarily indicative of results for a full
year. The financial statements and notes are presented as permitted by Form
10-Q and do not contain certain information included in the Company's annual
financial statements and notes.
5. SUPPLEMENTAL CASH FLOW INFORMATION:
The Company purchased 100% of the common stock of Facility Management Systems,
Inc. for 645,619 shares of Innovative Tech common stock valued at $1,371,940.
In connection with the acquisition, liabilities were assumed as follows:
Fair value of assets acquired $ (257,807)
Consideration paid 1,371,940
-----------------
Liabilities assumed $ 1,114,133
=================
12. RELATED PARTY TRANSACTIONS:
On March 17, 1995, the Company pledged a six month $700,000 certificate of
deposit as collateral for a mortgage loan obtained by Thompson Enterprises,
L.P., a limited partnership, which is classified as restricted cash in the
accompanying balance sheet.
On April 8, 1992, Facility Management Systems, Inc. ("FMS") entered into a
$375,000 loan and option agreement with E. Tyden AB, Inc. ("Tyden"), a
non-affiliated company. The agreement included additional borrowings of up to
an additional $375,000, as well as an option to purchase a 40% interest in FMS.
Interest only payments were made on a quarterly basis at 4%. Between September
1992 and July 1994 FMS borrowed an additional $375,000, bringing the total loan
outstanding to $750,000. On March 4, 1996 Tyden surrendered its option to
purchase a 40% interest in FMS, and on March 6, 1996 two officers of FMS, who
were also significant shareholders, purchased the loan from Tyden for $400,000,
which was financed through a bank. On May 24, 1996 the terms of the loan were
amended to increase the interest rate to 7.85% and revise the payment terms to
require monthly payments of $7,089.54 through June 2009. In connection with
the acquisition of FMS by Innovative Tech Systems, Inc., the two shareholders
agreed to forgive the portion of the original loan balance that was in excess
of their existing bank loan. On July 30, 1996 the loan was retired for
$332,410, with the balance of $360,337 recorded as purchase price adjustment.
8
<PAGE> 9
13. ACQUISITION:
Effective July 26, 1996, the Company acquired 100% of the outstanding common
stock of Facility Management Systems, Inc. ("FMS"). Under the terms of the
agreement, FMS shareholders received 50.114 shares of Innovative Tech common
stock in exchange for each share of FMS common stock. This exchange ratio
resulted in 645,619 shares of Innovative Tech common stock being issued to FMS
shareholders.
As the acquisition was effective only five days prior to the end of the period
ended July 31, 1996, the Company recorded the acquisition as a single line item
in the accompanying balance sheet. Going forward, the Company will make an
allocation of the purchase price using the purchase method of accounting. The
results of operations are included in the Company's consolidated financial
statements from the date of acquisition.
The following unaudited pro forma financial information combines the
consolidated results of operations as if the acquisition had occurred as of the
beginning of the periods presented. Pro forma adjustments include only the
effects of events directly attributed to a transaction that are factually
supportable and expected to have a continuing impact.
<TABLE>
<CAPTION>
For The Six Months Ended July 31,
--------------------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
Revenues $ 4,119,693 $ 3,002,011
Net loss $ 469,776 $ 897,318
Loss per share $ .041 $ .087
</TABLE>
The pro forma financial information does not necessarily reflect the operating
results that would have occurred had the acquisitions been consummated as of
the above dates, nor is such information indicative of future operating
results. In addition, the pro forma financial results contain estimates since
the acquired business did not maintain information on a period comparable with
the Company's fiscal year end.
9
<PAGE> 10
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 hereunto duly authorized.
INNOVATIVE TECH SYSTEMS, INC.
-----------------------------
(Registrant)
Dated: November 25, 1996
Innovative Tech Systems, Inc.
By:\s\Louis J. Desiderio
---------------------
Louis J. Desiderio,
Vice President, Chief Financial Officer
and Assistant Secretary
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> JUN-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 971,199
<SECURITIES> 0
<RECEIVABLES> 2,240,513
<ALLOWANCES> (10,000)
<INVENTORY> 0
<CURRENT-ASSETS> 3,377,754
<PP&E> 945,753
<DEPRECIATION> (274,604)
<TOTAL-ASSETS> 6,534,939
<CURRENT-LIABILITIES> 612,194
<BONDS> 0
0
0
<COMMON> 201,159
<OTHER-SE> 5,721,586
<TOTAL-LIABILITY-AND-EQUITY> 6,534,939
<SALES> 1,300,423
<TOTAL-REVENUES> 1,300,423
<CGS> 95,693
<TOTAL-COSTS> 1,524,621
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,259
<INCOME-PRETAX> (194,089)
<INCOME-TAX> 0
<INCOME-CONTINUING> (194,089)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (194,089)
<EPS-PRIMARY> (0.017)
<EPS-DILUTED> (0.017)
</TABLE>
