SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
FORM 10-KSB (Mark One) X ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE
REQUIRED]: For the fiscal year ended December 31, 1995
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]: For the
transition period from __________ to __________
Commission file number 0-17773
ATS MONEY SYSTEMS, INC. (Name of
small business issuer in its charter)
Nevada 13-3442314
(State or other jurisdiction of (I.R.S.
employer
incorporation or organization)
identification No.)
25 Rockwood Place, Englewood, New Jersey
07631
(Address of principal executive offices)
(Zip code)
Issuer's telephone number: (201) 894-1700
Securities registered under Section 12(b) of
the Exchange Act: None
Securities registered under Section 12(g) of
the Exchange Act:
Common Stock, $.001 par value (Title of class)
Check whether the issuer: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act 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_______
Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. [x]
State issuer's revenues for its most recent
fiscal year: $8,413,516
State the aggregate market value of the voting
stock held by non-affiliates computed by reference to the price
at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within the past 60 days:
Approximately $2,119,357 based on the average of
the high bid price ($15/16) and low asked price ($1 1/16)
published by the National Quotation Bureau Inc. on March 4, 1996.
State the number of shares outstanding of each
of the issuer's classes of common equity, as of the latest
practicable date:
As of March 4, 1996 - 5,776,486 shares of
Common Stock $.001 par value
Transitional Small Business Disclosure Format:
Yes ; No X
Total number of pages 37. Exhibit index on
sequentially numbered page 31.
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
General
ATS Money Systems, Inc. ("ATS"), with Innovative
Electronics, Incorporated ("IEI"), a wholly-owned subsidiary
(collectively, the "Company"), is engaged in the development,
sale and service of currency counting systems and equipment for
department and chain stores' cash offices and bank commercial
vaults and of communications systems primarily used by chain
stores. The Company's customers are businesses that handle a
large number of cash, check and credit transactions on a daily
basis, such as banks, department stores and chain stores. The
Company was incorporated in 1987 under the laws of the State of
Nevada and is the successor to a similar business acquired by
merger in 1988.
In August 1994, the Company, through a
newly-formed subsidiary, acquired the business and substantially
all of the assets of Innovative Electronics, Incorporated.
Based in Miramar, Florida, IEI is engaged in the business of
marketing hardware and software products designed by IEI or its
predecessor to permit the exchange of pricing, product and other
information among stores within a chain and between such stores
and the stores' headquarters. As a result of this acquisition,
the Company added the StoreComm AP and the StoreComm ISP to its
line. See "Description of Business".
Products
The Company is in the business of marketing
currency counting systems, proprietary software computer
systems, computers and peripherals for automating chain and
department stores' cash offices and bank commercial vaults. In
addition, IEI is engaged in the business of marketing
communications hardware and software products primarily used by
chain stores to permit the internal exchange of information.
The principal products sold by the Company
during 1995 were its ATS CP-2000 Deposit/Register Verification
("CP-2000") and CP-3000 Register Verification Systems
("CP-3000"), which accounted for 30.7% of the Company's 1995
revenues, and an IEI communications product, the StoreComm ISP
and its related hardware, which accounted for 37.3% of the
Company's 1995 revenues. The Company also sells various types
of currency/document counters and dispensers. See "Other
Products".
ATS CP-2000 Deposit/Register Verification System
The CP-2000 is an integrated system consisting
of a computer, a currency counter, one or more peripherals and a
proprietary software system, which provides an alternative to
performing manual record keeping of cash receipts and transfers,
primarily for banks and retail establishments. The CP-2000,
using an IBM-PC or compatible computer, interfaces with the
Company's currency counters to speed up counting, tally various
accounts, maintain period-to-date totals, maintain records and
automatically prepare and print various management reports as a
by-product of the counting operation. The system's software is
readily modifiable to fit the particular needs of a user and can
be upgraded. All information is captured on diskette or fixed
disk which assists in generating historical account analysis for
management. A proprietary keyboard supplied by the Company is
part of the CP-2000 and deters its unauthorized use.
The CP-2000 is designed for operators with
little or no prior computer experience. Its appeal to
management is based on the significant labor savings which can
be achieved through its use.
If the user does not have an IBM-PC or
compatible computer and the associated currency counting
equipment, the Company can furnish all equipment necessary for
the CP-2000 system. The CP-2000 varies in price depending upon
the hardware configuration and the specific application software
used.
ATS PowerVault Cash Vault Management System
The ATS PowerVault Cash Vault Management System
(the "PowerVault") was developed to provide a more comprehensive
solution for the requirements of larger banks, as well as for
Wells Fargo Armored Services Corporation ("Wells Fargo"), a
company with which the Company entered into a business alliance
during 1993. The PowerVault utilizes LAN technology and
software such as Microsoft Windows and Microsoft Access. While
the PowerVault retains all of the benefits to users of the
CP-2000, it is designed to provide a significant increase in
control over, and accountability for, funds as they move within
the cycle of a vault. In addition, the PowerVault offers the
capability of providing reports, in hard copy of file, to
customers as soon as their deposits have been processed.
The PowerVault is comprised of a combination of
workstations with application software providing different
functions for the various steps in vault processing. Because
the requirements of each vault differ to some degree, the number
of workstations and the price of the total system fluctuates
substantially.
ATS CP-3000 Retail Cash Office Management System
The CP-3000 was developed for the retail
industry in response to the trend of using a UNIX operating
system in store operations. Application software for the
CP-3000 is loaded into a central in-store processor (an "ISP"),
thereby eliminating the need for stand-alone computers and in
their place using low-cost ASCII terminals.
The software for the CP-3000 is written in C
language, which allows it to be used in a stand-alone PC, a PC
emulating a terminal or an ASCII terminal connected to the host
ISP, thereby making the system suitable for retailers using UNIX
or other operating systems.
Because the CP-3000 utilizes advanced software
screen managers, it is intended to offer the retail user greater
flexibility and to provide the Company with the ability to offer
custom applications without extensive code writing. The Company
believes this feature enables the CP-3000 to be more competitive
without eroding profit margins. The selling price of the CP-3000
varies substantially depending upon the specific requirements of
the customer for hardware, software and peripherals.
ATS Keyboard Wedge
The ATS Keyboard Wedge (the "Keyboard/Wedge") is
designed for use with the CP-3000 in a UNIX environment when the
applications are resident on the ISP. The Keyboard/Wedge is
specifically designed to reduce the utilization of the resources
of the ISP by providing local device drivers to run the currency
counter, coin counter, MICR encoder and other peripheral
devices. This reduction in the ISP's overhead is usually
necessary to prevent degradation of the response time of the
ISP, which could cause serious adverse effects in a retail
environment. The selling price of the Keyboard/Wedge varies
depending upon the specific requirements of the customer.
StoreComm ISP (In-Store Processor)
The StoreComm ISP provides retailers with the
ability to program and support many varieties of point-of-sale
("POS") terminals at any location, 24 hours a day, from a
central host computer via satellite communication. The
StoreComm ISP maintains price look-up files downloaded from the
headquarters' host and allows for credit authorization
pass-through. The StoreComm ISP utilizes proprietary PC-based,
intelligent, high performance interface boards, each with its
own CPU and memory.
StoreComm AP
The StoreComm AP provides full POS network
configuration, management and control from a single host control
point. This system facilitates the transport of data between
corporate headquarters of a chain of stores and the stores
within the chain, management of price look-up files, credit
authorization and the ability to inquire on store-level
information, as necessary.
Register Verification Terminal for IBM 4680 and
4690 POS Systems
This model of the Keyboard/Wedge (the
"Terminal") is specially designed to connect to a serial port on
the IBM 4680 or 4690 POS systems, both of which are used
extensively in supermarket operations. When connected to those
IBM systems, the Terminal emulates an IBM 3151 or 3164 terminal,
thereby allowing automated currency and coin counting and MICR
encoding of check amounts. As a result, reconciliation of
register drawers can be performed quicker and more efficiently.
This connection requires no software changes in the host IBM
4680 or 4690 POS systems because the system thinks the Terminal
is an IBM terminal. The Terminal is the first product designed
by the Company specifically for supermarket operations.
ATM Envelope Processing System
During 1994, the Company began the development
of an ATM Envelope Processing System. This system is being
designed to decrease the time required to process ATM deposits,
to balance envelope contents to ATM files, to automatically
create ATM adjustment, check hold and check clearing files, and
to optionally MICR encode checks. Originally intended to be
introduced during 1994, the completion of this system was
delayed due to a change in the programming language and hardware
selected in order to provide a solution better suited to a
broader range of banks. The Company has now put the development
of this system on indefinite hold pending further evaluation of
the marketability of the product.
Other Products
In addition to the foregoing products, the
Company also markets several coin and currency/document
counters, all microprocessor controlled for accuracy.
Counters are used by banks, retail
establishments, transit authorities, currency exchanges and
other commercial and governmental agencies for accurately
counting large quantities of coins, currency, coupons, transit
toll tickets, checks and other documents. The Company offers
three different models of currency/document counters, each of
which can count at least 1000 documents per minute. Two of the
models can be equipped with a counterfeit detection aid. In
addition, the Company offers a coin counter/packager and a coin
counter/sorter.
The ATS-5000 Automated Telephone Cash Ordering
System (the "ATS-5000"), like the CP-2000, is an integrated
system which allows coin and currency orders to be taken
automatically over the telephone. With the ATS-5000, the caller
placing the order enters all necessary information with the
telephone keypad, thereby eliminating the personnel formerly
needed to answer the telephone and write the order. After an
order is placed, the ATS-5000 prepares all of the various
reports and documents necessary for picking, packing and
shipping the order. The document needed to charge the account
placing the order is also prepared. The ATS-5000 answers the
phone in a friendly, natural voice, repeats the amount of each
item ordered and informs the caller of the total amount of the
order when it is completed. Upon completion, the caller is also
given an order confirmation number. The ATS-5000 can service
multiple callers simultaneously, process standard orders
automatically and prepare a variety of management reports. The
ATS-5000 not only saves labor, but also eliminates the
possibility of transcribing errors.
The Company also markets a number of other
related products. One of such products is a teller-assist
currency and coin dispenser, which can dispense up to six
denominations of currency at a rate of 24 notes in four seconds
after the teller enters the amount to be dispensed and is
available in different configurations.
Maintenance and Service Contracts
The Company warrants its products for 90 days.
Warranty and after-warranty service on all hardware products is
provided through a national third-party service company under
contract to the Company. As a result, a customer usually is
able to receive a response to a service request within four
business hours and the Company does not incur the overhead
expenses which would normally be associated with maintaining a
field service department. Warranty and after-warranty service
on all software products is handled over the telephone by the
Company's help-desk personnel who are trained on the various
systems installed in customers' locations.
Pursuant to its maintenance contracts, customers
purchasing complete systems have access to a toll-free "hot
line" which allows them to call the Company directly if they
have a problem. The Company's support department determines the
nature of the problem and arranges for the dispatch of technical
service when necessary. If the problem is operator-oriented, it
is usually correctable without a visit from a field technician.
Customers purchasing stand-alone equipment have access to the
Company's third party service company in the event of a problem.
Customers who purchase StoreComm ISP or StoreComm AP systems
call IEI directly if they have a problem, where customer support
personnel are available to help resolve the problem.
The Company's maintenance contracts usually are
for a maximum of one year, generally commence at the beginning
of the calendar year and are prepaid in full at such time,
except for software maintenance contracts covering the StoreComm
AP and the StoreComm ISP, which are billed annually and paid on
a quarterly basis. During 1993, the Company entered into
maintenance contracts for a three year term with two of its
larger users.
The Company retains ownership of all service
contracts with its customers, which are priced to return a
profit to the Company.
Marketing
The Company believes that the immediate market
for its products are those businesses that handle large amounts
of cash on a daily basis, such as banks and retail chain stores
and department stores. The Company is an established supplier
of currency counting and control systems and equipment and,
since its acquisition of IEI, has begun to establish itself as a
supplier of hardware and software systems designed to permit the
exchange of data among stores within a chain. The Company's
users include major banks in the United States as well as
national and regional armored car operators. In the retail
industry, the Company's customers include Bergdorf-Goodman, T.J.
Maxx, Target Stores, The Home Depot, Lowe's Companies, Inc. and
Kohls department stores.
In order to increase its market penetration, the
Company has undertaken a program of establishing strategic
business alliances with large companies engaged in the sale of
complementary products and/or services. During 1993, the
Company entered into five year agreements for the joint
marketing of its products with Wells Fargo and The Standard
Register Company ("Standard Register").
Pursuant to a Software Development Project
Agreement and a Software License Agreement with Wells Fargo
(collectively, the "Agreements"), the Company has agreed, for a
term expiring March 5, 1998 to provide to Wells Fargo the
PowerVault software and hardware necessary to equip all of Wells
Fargo's cash processing centers which contract with banks to
process bank deposits picked up from bank customers, and to
consolidate chain store deposits into one large deposit prior to
shipment to the bank. All software developed under the
arrangement is pursuant to agreed specifications and is being
warranted to such specifications. The arrangement also provides
for the parties to jointly promote the sale of the PowerVault,
the CP-2000 and Wells Fargo's services, and for the compensation
to each other for sales of the other's products made as a result
of such joint marketing efforts. In addition, the parties have
also entered into various collateral agreements, including a
software support/consulting agreement, a hardware sale agreement
and a hardware maintenance agreement. The Company has agreed
with Wells Fargo that until the termination of the Agreements,
the Company will not supply services (i) to armored car
companies, except that the Company may continue to render
hardware and software maintenance services to its existing
armored car customers, or, (ii) directly or indirectly, to third
party service suppliers to owners or operators of automated
teller machines. The Agreements also restrict Wells Fargo from
using products which compete with the Company's systems. During
1995, revenue from the sale of hardware, software and
maintenance agreements under the Agreements aggregated
approximately $391,894, as compared to $628,575 in 1994. This
decrease resulted from Wells Fargo's decision to defer
indefinitely the installation of additional systems which the
Company had projected to be installed during 1994 and beyond.
There is no specific planned roll-out of systems to the
remaining Wells Fargo cash processing centers, although the
Agreements remain in effect and the Company believes that Wells
Fargo remains committed to increasing its cash processing
business.
A Joint Sales and Marketing Agreement with
Standard Register provides for a joint sales effort by the
parties to sell the CP-3000 with its related peripherals, some
of which are provided by each party. In addition, each party
has the right to sell certain stand-alone products which are not
part of a complete system. Software and hardware maintenance
for the CP-3000 systems sold jointly are provided by the
Company. Pursuant to such agreement, Standard Register had no
obligation to purchase software packages, however during 1995,
they purchased $139,964 of hardware, as compared to $61,830
during 1994.
In general, because of the nature of the
Company's products, a large potential customer will normally
place a small order for the Company's products for testing in
one or several locations; thereafter, the customer will
generally order a large quantity of product for installation
throughout its locations and, thereafter, will order decreasing
quantities to complete installation at smaller or newly
established locations. Therefore, a large customer one year may
not be a significant customer the next year. During 1995, The
Home Depot and Target Stores each accounted for more than 10% of
the Company's revenues. The Company's bank sales are not
seasonal, but its sales to retailers generally occur during the
first three quarters of each year.
Since 1984, the Company has marketed its
products on a national basis, primarily by its own employees,
supervised by the Company's executive officers. Although the
Company expects that a high percentage of its future sales will
continue to be made by its own employees, it has taken steps to
take advantage of the sales potential available through indirect
sales channels, such as value-added resellers ("VARs"), and
through the formation of strategic business alliances with
larger companies engaged in the sale of complementary products
and services, such as Wells Fargo and Standard Register. While
the Company continues to believe that strategic business
alliances can be a valuable source of additional business, its
experience to date with VARs has not been satisfactory and that
program is being discontinued.
The Company has organized its sales organization
into a territory sales group, a national accounts sales group
for retail cash office systems sales, and a communications
systems solutions sales group. This structure is designed to
assure coverage of the banking industry, which is comprised of
local or regional organizations, and the retail industry, which
is essentially controlled by chain organizations with
headquarters control over systems and purchasing. The territory
sales group is responsible for direct sales to banks and
independent retail operations within a specific geographical
area in which the representative is assigned. This group also
serves to support the sales efforts of sales representatives of
those organizations with which the Company has formed a business
alliance, such as Wells Fargo and Standard Register. The
national accounts sales group is headquartered at the Company's
offices in New Jersey and is responsible for retail cash office
systems sales to chain stores with centralized management and
purchasing. The communications systems solutions sales group is
headquartered at IEI's offices in Miramar, Florida and is
responsible for the sale of communications products to chain
stores. The Company's sales staff receives a base salary plus
commissions.
The Company participates in industry conferences
such as the National Retail Federation ("NRF") Annual
Conference, the American Bankers Association ("ABA") National
Operations and Automation Conference, the NRF Retail
Informations Systems Conference and the Food Marketing
Institute's Marketechnics Conference. In addition, the Company
conducts a small number of private shows in selected cities.
Product Development and Enhancement
In 1984, the Company's predecessor recognized
that most cash-handling operations in businesses which handle
large amounts of cash on a daily basis did not have adequate
cash reporting/verification systems; and that most record
keeping was done by hand and, therefore, was costly and time
consuming. It was this realization that led to the development
of the Company's proprietary software systems to automate cash
processing. The Company has continued to enhance its systems
and, in 1995 and 1994, the Company spent $100,516 and $304,322,
respectively, to enhance its systems.
The Company relies on the complexity of its
systems and its licensing agreements to protect its computer
software coding.
Manufacture, Distribution and Proprietary Rights
The Company does not manufacture any of the
equipment it sells, although some equipment and components are
manufactured exclusively for the Company. Some equipment is
distributed exclusively by the Company in the United States.
Other equipment is purchased on an OEM basis with the Company's
label and still other equipment is distributed with the
manufacturer's label on a non-exclusive basis by the Company.
Other than the Keyboard/Wedge and the printed
circuit boards used in conjunction with the StoreComm AP and the
StoreComm ISP, all of which are proprietary and manufactured to
the Company's specifications, substitute equipment for use in
the Company's systems is obtainable by the Company from other
sources.
Employees
As of March 12, 1996, the Company had 49
full-time employees, which includes 21 full-time employees at
IEI. Twelve of the Company's employees are executive and
administrative personnel, twelve are systems software
development personnel, five are customer software support
personnel, four are customer hardware support personnel and
sixteen are sales and marketing personnel. The Company's
employees are covered by a comprehensive medical and major
medical plan, and receive life insurance and long-term
disability benefits. The Company is not a party to any
collective bargaining agreement and considers its employee
relations to be satisfactory.
It is the Company's practice to require its
marketing employees to sign a non-compete agreement which
restricts the employee from competing with the Company for a
six-month period following the employee's termination of
employment in any territory where the employee served for the
Company or any of the employee's former accounts. The Company's
technical employees also are required to sign a confidentiality
agreement.
From time to time, the Company utilizes the
services of independent consultants to provide computer systems
analysis and software design and support. The Company retains
all rights to the work product created for the Company by such
consultants.
Competition
The Company's business is highly competitive.
There are other manufacturers and distributors of the systems
and equipment marketed by the Company which have the resources
and technical staff to develop and market systems and equipment
similar to that of the Company. A number of these competitors
are larger than the Company and have substantially greater
resources. The Company believes its competitors generally sell
products which are rigid in their application and not suitable
for all retail operations. The Company, on the other hand,
generally customizes its products to fit a customer's specific
needs. As a result, the Company believes its products are more
flexible and more comprehensive than its competitors' current
products.
ITEM 2 - DESCRIPTION OF PROPERTY
Leased Properties
The Company's corporate headquarters are housed
in approximately 8,350 square feet in a four story brick
building in Englewood, New Jersey which the Company leases at a
current annual rental of $162,825, subject to increases for real
estate taxes and utility costs, for a term which ends on
December 15, 1998. At the option of the Company, the term may be
extended for an additional five years. Approximately 50 percent
of the space is used as executive and sales offices,
approximately 20 percent is used for storage and approximately
30 percent is used for testing and development. IEI leases
approximately 12,500 square feet in a contemporary office park
in Miramar, Florida at a current annual rental of $122,232 for a
term which expires on April 30, 2000. The Company considers its
facilities suitable and adequate for its present use.
ITEM 3 - LEGAL PROCEEDINGS
There are no material pending legal proceedings
to which the Company is a party or to which any of its property
is subject.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
(a) An annual meeting of ATS's stockholders was held
on October 31, 1995 (the "1995 Annual Meeting").
(b) The names of the directors elected and votes cast
at the 1995 Annual Meeting are as follows:
<TABLE><CAPTION>
Name For Against
<S> <C> <C>
Michael M. Smith 4,280,145 7,465
Gerard F. Murphy 4,280,145 7,465
Thomas J. Carey 4,280,145 7,465
A. Paul Cox 4,280,145 7,465
Fred Den 4,280,145 7,465
</TABLE>
(c) The other matters voted upon at the 1995 Annual
Meeting were as follows:
1. Ratification of the selection of Deloitte &
Touche LLP as Independent Auditors for fiscal year ending
December 31, 1995.
For - 4,280,335
Against - 1,585
Abstain - 6,000
2. Amendment of the Common Stock Incentive Plan to
increase the number of shares of ATS common stock, par value
$.001 per share, authorized thereunder ("ATS Common Stock").
For - 2,956,204
Against - 80,135
Abstain - 12,400
Withheld - 1,238,871
3. Adoption of the 1995 Director Stock Plan.
For - 2,943,463
Against - 91,001
Abstain - 14,275
Withheld - 1,238,871
PART II
ITEM 5 - MARKET FOR COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
(a) Market Information. The following table
sets forth the quarterly high and low bid prices as reported in
the "pink sheets" published by the National Quotation Bureau
Inc. for the two years ended December 31, 1995. The quotations
reported represent prices between dealers, do not include retail
mark-ups, markdowns or commissions, and do not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
1995 Calendar Year High Bid Low Bid
<S> <C> <C>
1st Quarter $ 3/4 $1/2
2nd Quarter 15/16 3/8
3rd Quarter 1 5/16 11/16
4th Quarter 1 5/16 7/8
<CAPTION>
1994 Calendar Year High Bid Low Bid
<S> <C> <C>
1st Quarter $1-3/4 $1
2nd Quarter 1-7/16 1/2
3rd Quarter 1-7/16 3/16
4th Quarter 1-1/16 1/2
</TABLE>
(b) Holders. As of March 4, 1996, the
Company had 426 holders of record of ATS Common Stock, including
Cede & Co. which held 1,573,071 shares of ATS Common Stock as
nominee for a number of securities brokers. During the year
ended December 31, 1995, there were approximately 84 record
transfers of ATS Common Stock involving an aggregate of
approximately 1,603,361 shares of ATS Common Stock. Dealers
listed in the "pink sheets", as maintaining a market in the ATS
Common Stock on March 4, 1996, consisted of M. H. Meyerson &
Company and Paragon Capital Corporation.
(c) Dividends. The Company has never paid any
cash dividends and does not plan to pay cash dividends in the
foreseeable future. The payment of dividends will depend upon
the Company's outstanding loan arrangements as well as it
short-term and long-term cash availability, working capital and
working capital needs and other factors, as determined by the
Company's Board of Directors.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
IN REVIEWING MANAGEMENT'S DISCUSSION AND
ANALYSIS, REFERENCE IS MADE TO THE FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED AS ITEM 7 - "FINANCIAL STATEMENTS" IN
THIS ANNUAL REPORT ON FORM 10-KSB.
Working Capital and Liquidity
Information with respect to levels of working
capital and other ratios as of December 31, 1995, 1994 and 1993
is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Working capital $1,481,287 $1,293,813 $873,093
(current assets
less current
liabilities)
Working Capital 2.58 to 1 2.59 to 1 2.28 to 1
Ratio(current
assets to
current liabilities)
Percentage of current 46% 50% 53%
liabilities to
Stockholders Equity
Percentage of total 59% 66% 53%
liabilities to
Stockholders Equity
</TABLE>
At December 31, 1995, cash (and cash
equivalents) amounted to $164,548 and the Company did not have
any outstanding borrowings. In March 1995, First Fidelity Bank,
N.A., New Jersey approved a $750,000 discretionary line of
credit for the Company's short-term needs, at an interest rate
equal to such bank's base rate plus 1/2%. All advances under
this line of credit are required to be secured by a lien on
substantially all of the Company's assets. As of March 20,
1996, the Company did not have any draw against this line of
credit.
Management believes that economic conditions
within the two largest industries from which the Company draws
its customers - banking and retail - will continue to improve in
1996, resulting in increased revenues for the Company.
The Company believes that its working capital
and available cash during 1996 will be adequate to maintain its
operations and pay its outstanding obligations as they become
due, and that excess cash will be used primarily to purchase
inventory, and to enhance its software. The Company does not
believe that it will be necessary to raise additional funds
during 1996, except for temporary bank borrowings in the normal
course of business.
The Company does not believe that inflation will
have a material impact on the Company's sales or income.
Results of Operations
1995 Compared with 1994
IEI was acquired in August of 1994 and was
operational for five months during 1994. In 1995 IEI was
operational for twelve months and increased its revenues by
$2,224,602 over the five months of 1994. This accounted for the
bulk of the $2,668,792 (46.4%) increase in revenues from
$5,744,724 in 1994 to $8,413,516 in 1995. Product and systems
sales increased $2,041,639 (50.7%) while maintenance revenues of
$2,343,692 were $627,153 (36.5%) higher than 1994.
Cost of goods sold and service expenses rose as
a percentage of sales from 45.4% in 1994 to 45.6% in 1995. This
slight overall increase was comprised of a 4.0% increase in cost
of systems and stand-alone products and a decrease of 9.2% in
maintenance costs due to IEI contracts which include software
support only.
Selling, general and administrative expenses
increased $1,269,551 (45.7%) primarily due to a $878,276
increase in expenses of IEI which was operational for twelve
months of 1995 compared to five months of 1994. The bulk of the
remaining increase was due to one time legal fees of $361,794 in
connection with a potential proxy contest relating to the
election of directors at the 1995 Annual Meeting. Accounting
fees related thereto were $19,520. On August 30, 1995, the
Company, Michael M. Smith, Gerard F. Murphy, Fred Den and Louis
Z. Weitz entered into a Settlement Agreement which resolved a
potential proxy contest threatened by Messrs. Smith and Murphy
in connection with the election of directors at the 1995 Annual
Meeting. As part of the Settlement Agreement, the Company agreed
to pay all legal and accounting expenses related thereto.
The tax provision for 1995 of $187,887 was
$174,046 greater than the 1994 provision of $13,841. In 1994,
the deferred tax benefit from utilizing operating loss
carryforwards offset most of the liability. In 1995, there were
no such tax benefits.
As a result of the foregoing, the Company had
net income of $369,650 compared to $360,026 in 1994. This is an
increase of $9,624 or 2.7%.
1994 Compared with 1993
Revenues in 1994 increased 5.0% to $5,744,724
from $5,469,719 in 1993, which was attributable to the sale of
products ($866,639) by IEI and maintenance revenue ($136,769)
received by IEI. Without such IEI revenues, revenues in 1994
would have been $4,741,316, a decrease of 13.3% from 1993. A
26.5% decrease in equipment and system sales by ATS was
partially offset by a 35.2% increase in ATS equipment and
maintenance service revenue. The increase in ATS equipment
maintenance and service revenue resulted from an increased
number of systems being under annual maintenance contracts,
particularly with large retailers. The decrease in ATS
equipment and systems sales was due to last year's national
rollout by a major retail customer without a corresponding order
in 1994 and greater software sales to Wells Fargo and Standard
Register during 1993, the initial year of the agreements with
each of them.
Cost of goods sold and service expenses rose
from 36.5% of revenue in 1993 to 41.9% in 1994. This was
primarily due to greater sales of software in 1993, a portion of
which had been capitalized, and a decrease in the selling price
of certain systems in 1994, thereby lowering margins.
Additionally, the products sold by IEI carry slightly lower
margins. This increase in the cost of sales as a percentage of
revenue was offset by lower equipment maintenance and service
costs due to negotiated price decreases from vendors as well as
a greater number of less costly systems being under contract.
Selling, general and administrative expenses
increased $554,372 (22.9%) to $2,976,403 in 1994 from $2,422,031
in 1993, of which $425,602 was attributable to the addition of
16 IEI employees and the salary and other personnel expenses
related thereto. The balance was attributable to increased
non-capitalized software charges of $42,690, investment banking
fees of $37,290, increased software amortization of $23,794 and
greater professional fees of $22,753. The increase was offset by
a reduction in commissions of $39,946 and pension costs of
$38,216.
Net income for 1994, before provision for income
taxes, was $373,867, as compared to $1,035,768 in 1993, a
decrease of 63.9%. The provision for income taxes in 1994 of
$13,841 was benefitted by the utilization of net
operating loss carryforwards of $121,554.
As a result of the foregoing, the Company had
net income in 1994 of $360,026, as compared to net income of
$1,035,768 in 1993.
ITEM 7 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
Consolidated Financial Statements for the
Years Ended December 31, 1995 and 1994, and
Independent Auditors' Report
ATS MONEY SYSTEMS, INC.
TABLE OF CONTENTS Page
<S> <C>
INDEPENDENT AUDITORS' REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1995 AND 1994:
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - 13
</TABLE>
INDEPENDENT AUDITORS' REPORT
ATS Money Systems, Inc.:
We have audited the accompanying consolidated balance sheets of
ATS Money Systems, Inc. as of December 31, 1995 and 1994, and
the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years
in the period ended December 31, 1995. These consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of ATS Money Systems, Inc. as of December 31, 1995 and
1994, and the results of their operations and their cash flows
for each of the three years in the period ended December 31,
1995 in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
Parsippany, NJ
March 26, 1996
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
ASSETS 1995 1994
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 164,548 $ 527,369
Trade accounts receivable,
less allowance for doubtful accounts
of $92,363 in 1995, and $192,702 in 1994 1,560,626 855,844
Inventories (Note 4) 520,996 617,796
Prepaid expenses and other current
assets (Note 5) 172,221 108,138
Total current assets 2,418,391 2,109,147
PROPERTY - At cost:
Office furniture 52,912 34,257
Office machinery and equipment 100,520 85,066
Subtotal 153,432 119,323
Less accumulated depreciation 68,796 48,614
Property - net 84,636 70,709
OTHER ASSETS:
Software costs, less accumulated amortization of
$361,641 in 1995 and $268,826 in 1994(Note 2) 631,568 529,983
Deposits 65,073 22,477
Total other assets 696,641 552,460
TOTAL $3,199,668 $2,732,316
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ 155,808 $ 239,784
Accrued expenses 418,058 228,904
Deferred revenue 247,602 323,541
Other liabilities 115,636 23,105
Total current liabilities 937,104 815,334
LONG-TERM - Deferred credit, less
amortization of $39,211 in 1995
and $10,742 in 1994 (Note 3) 245,956 274,425
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY: (Note 7)
Common stock - $1 par value, 25,000,000
shares authorized, 5,835,794 and 5,820,141
shares issued at December 31, 1995 and
1994, respectively 5,836 5,820
Additional paid-in capital 2,319,920 2,315,535
Accumulated deficit (309,048) (678,698)
Treasury stock - 100,000 shares, at par value (100) (100)
Total stockholders' equity 2,016,608 1,642,557
TOTAL $3,199,668 $2,732,316
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
<S> <C> <C> <C>
REVENUE:
Equipment and systems sales $6,069,824 $4,028,185 $4,300,895
Equipment maintenance and
service revenue 2,343,692 1,716,539 1,168,824
Total revenue 8,413,516 5,744,724 5,469,719
COSTS AND EXPENSES:
Cost of goods sold and
service expense:
Equipment and systems 2,835,624 1,718,093 1,459,829
Equipment maintenance
and service 999,066 889,609 535,358
Selling, general and
administrative expenses
(Notes 5 and 12) 4,046,502 2,776,951 2,422,031
Total costs
and expenses 7,881,192 5,384,653 4,417,218
INCOME FROM OPERATIONS 532,324 360,071 1,052,501
Net interest (income) expense (25,213) (13,796) 16,733
INCOME BEFORE INCOME TAX EXPENSE 557,537 373,867 1,035,768
INCOME TAX EXPENSE (Note 8) 187,887 13,841 -
NET INCOME $369,650 $360,026 $1,035,768
EARNINGS PER COMMON SHARE:
(Note 2)
Primary and fully diluted $0.06 $0.06 0.18
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 5,837,605 5,716,955 5,682,637
See notes to financial statements.
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Total
Additional Stock-
Common Paid-in Accumulated Treasury holders'
Stock Capital Deficit Stock Equity
<S> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 1992 $5,766 $2,314,364 $(2,074,492) $(100) $245,538
Issuance of common stock
due to exercise of stock
options (50,000 shares) 50 - - - 50
Net income - 1993 - - 1,035,768 - 1,035,768
BALANCE,
DECEMBER 31, 1993 5,816 2,314,364 (1,038,724) (100) 1,281,356
Issuance of common stock
due to exercise of stock
options (4,171) shares
4 1,171 - - 1,175
Net income - 1994 - - 360,026 - 360,026
BALANCE,
DECEMBER 31, 1994 5,820 2,315,535 (678,698) (100) 1,642,557
Issuance of common stock
due to exercise of stock
options (15,653 shares) 16 4,385 - - 4,401
Net income - 1995 - - 369,650 - 369,650
BALANCE,
DECEMBER 31, 1995 $5,836 $2,319,920 $(309,048) $(100) $2,016,608
See notes to financial statements.
<CAPTION>
ATS MONEY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 369,650 $ 360,026 $1,035,768
Adjustments to reconcile net income
to cash (used in) provided by operating
activities:
Depreciation and amortization 154,478 139,088 122,402
Changes in current assets and
liabilities:
Trade accounts receivable - net (704,782) 313,318 (464,747)
Inventories 96,800 46,428 (274,105)
Prepaid expenses and other current
assets (54,083) 14,608 18,217
Accounts payable - trade (83,976) 81,845 (7,789)
Accrued expenses 189,154 (31,126) 145,620
Deferred revenue (75,939) 62,711 83,976
Deposits (42,596) (34,382) (171,153)
Other liabilities 92,531 (9,840) 244
Net cash (used in) provided by
operating activities (58,763) 942,676 488,433
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalization of software
development costs (264,350) (304,324) (254,844)
Additions to property (34,109) (32,351) (3,969)
Cost of acquisition - (204,110) -
Net cash used in investing
activities (298,459) (540,785) (258,813)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of term note payable - - (421,875)
Repayment (issuance) of stockholder's loan - 30,000 (30,000)
Notes issued to employee (Note 5) (10,000) (45,000) -
Proceeds from the issuance of common stock 4,401 1,175 50
Net cash used in financing
activities (5,599) (13,825) (451,825)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (362,821) 388,066 (222,205)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 527,369 139,303 361,508
CASH AND CASH EQUIVALENTS, END OF YEAR $164,548 $527,369 $139,303
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest $- $- $ 32,236
Income taxes $ 114,499 $ 8,100 $ 9,900
See notes to financial statements.
</TABLE>
ATS MONEY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. DESCRIPTION OF COMPANY OPERATIONS
ATS Money Systems, Inc. ("ATS"), with a wholly-owned subsidiary,
Innovative Electronics, Inc., acquired in August, 1994
(collectively, the "Company"), is engaged in the development,
sale and service of currency counting systems and equipment for
department and chain stores' cash offices and bank commercial
vaults and of communications systems primarily used by chain
stores. In addition, the Company and subsidiary offer
maintenance and service contracts through a national service
organization on all machines and equipment they sell. The
Company's customers are businesses that handle a large number of
cash, check and credit transactions on a daily basis, such as
banks, department stores and chain stores. The Company was
incorporated in 1987 under the laws of the State of Nevada and
is the successor to a similar business acquired by merger in
1988.
The principal products sold by the Company during 1995 were its
ATS CP-2000 Deposit/Register Verification and CP-3000 Register
Verification Systems, and an Innovative Electronics, Inc.
communications product, the StoreComm ISP and its related
hardware.
The principal market for its products has been in the United
States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial
statements include the accounts of ATS Money Systems, Inc. and
its wholly owned subsidiary. All significant intercompany
transactions and account balances have been eliminated.
Cash and Cash Equivalents - Cash and cash equivalents include
investments with original maturities of three months or less.
Inventories - Inventories are stated at the lower of cost or
market. Cost is determined by the first-in, first-out method
for machine parts and specific identification for machines held
for sale.
Property - Depreciation is computed using the straight-line
method over the estimated useful lives of the assets which range
from five to ten years.
Capitalized Software Costs - The Company capitalizes computer
software development costs in accordance with the provisions of
Statement of Financial Accounting Standards No. 86. Costs
incurred to establish the technological feasibility of computer
software are expensed as incurred. Costs incurred for product
enhancements, subsequent to establishing technological
feasibility, are capitalized and stated at the lower of cost or
net realizable value. Capitalized costs are amortized using the
straight-line method over five years, which approximates the
estimated remaining useful life of the product. It is possible
that the estimate of the economic life of the products and
related carrying values could be reduced in the near term due to
competitive pressures. Amortization of computer software costs
amounted to $162,765, $139,708, and $115,951 for the years ended
December 31, 1995, 1994 and 1993, respectively. Fully
depreciated software costs of $69,950, $118,936, and $177,512
were written off in 1995, 1994 and 1993, respectively.
Revenue Recognition - Revenue from equipment and systems sales
is recognized upon shipment to the buyer and satisfaction of
related obligations by the Company. Revenue from software
licensing is recognized on either delivery of the software if
collectibility is probable or upon completion of the majority of
the product, which equates to reaching a milestone in accordance
with the contract agreement, and any remaining insignificant
obligations of the Company are accounted for by deferring a pro
rata portion of revenue and recognizing it either ratably as the
obligations are fulfilled or on completion of performance or by
recording a current year expense for the remaining costs
associated with completing the project.
Equipment Maintenance and Service Revenue - Equipment
maintenance and service revenue is recognized as earned over the
term of the contract, which is generally a maximum of one year
in length. Deferred revenue represents the unearned portion of
equipment maintenance and service fees.
Use of Estimates - The Company's financial statements include
the use of estimates and assumptions which have been developed
by management based on available facts and information. Actual
results could differ from those estimates.
Earnings Per Common Share - For purposes of calculating earnings
per common share, for the years ended December 31, 1995, 1994
and 1993, the Company used the weighted average number of shares
of common stock outstanding during the year applied to the net
income. The exercise of stock options (see Note 7) was assumed
in the calculation.
New Accounting Pronouncements - In March 1995, the Financial
Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed of," which is effective in 1996. The statement
requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The
resultant impairment, if any, would be measured based on the
fair value of the asset. The Company believes that the adoption
of SFAS 121 will not have any effect on the Company's results of
operations or financial position.
SFAS 123 "Accounting for Stock-Based Compensation" which will be
adopted by the Company in 1996, includes certain elective
provisions which, if followed, would require the Company to
record compensation for awards made under the Stock Option Plan.
The Company has elected to continue to account for grants under
the Stock Option Plan using the method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." SFAS 123 will not have any effect on the results of
operations but will require expanded disclosure regarding the
grants under the Stock Option Plan.
Income Taxes - The Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109") effective January 1, 1993. SFAS 109 required a
change from the deferred to the liability method for financial
accounting and reporting of income taxes.
Reclassifications - Certain prior year amounts have been
reclassified in order to conform with the 1995 presentation.
3. ACQUISITION
On August 25, 1994, the Company, through a newly formed wholly
owned subsidiary, IEI Acquisition Corp., purchased certain
assets and assumed certain liabilities of a subsidiary of
Dynatech Corporation, headquartered in Miramar, Florida. The
subsidiary, which changed its name to Innovative Electronics,
Inc., is in the business of marketing hardware and software
products designed to permit the exchange of pricing, product and
other data among stores within a chain.
The acquisition was accounted for by the purchase method of
accounting. Accordingly, the assets, liabilities and results of
operations of Innovative Electronics, Inc., are included in the
consolidated financial statements, beginning on August 25, 1994.
The purchase price has been allocated to the assets acquired and
liabilities assumed based on the fair values at the date of
acquisition.
The purchase price of the assets acquired plus certain direct
closing costs aggregated to $204,110. The excess of the
estimated fair values of the assets acquired over the purchase
price ($285,167) has been recorded as a deferred credit, and is
being amortized on a straight line basis over ten (10) years.
The details of the subsidiary acquired and its impact on cash
flow is as follows:
<TABLE>
<S> <C>
Fair value of assets acquired $551,963
Liabilities assumed 62,686
Fair value of assets acquired
over liabilities assumed 489,277
Less acquisition costs 104,110
Less excess of net assets acquired
over cash paid 285,167
Cash paid for subsidiary $100,000
</TABLE>
4. INVENTORIES
Inventories consist of machines held for sale and machine parts,
as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Machines held for sale $446,433 $597,246
Parts and raw materials 111,263 80,550
Reserve for obsolescence (36,700) (60,000)
Total $520,996 $617,796
</TABLE>
5. RELATED PARTY TRANSACTIONS
During 1995 and 1994, the Company engaged one of its directors
to oversee its accounting policies and activities, particularly
of its newly acquired subsidiary. During 1995, a salary was
paid to the director of $15,937, fees of $12,704 and expenses of
$1,337. During 1994, the fee was $20,000, plus expenses of
$3,819.
During 1994, the Company loaned $45,000, bearing an interest
rate of 1% above the prime rate, to one of its employees who is
not an executive officer. The loan is evidenced by two notes of
equal principal amounts. The first of these two notes was due
and payable on March 1, 1995 and the second is due and payable
on March 1, 1996 provided that if the employee is employed by
the Company on the due date the principal and accrued interest
will be forgiven. The Company is amortizing these notes on a
straight line basis over the 24 month contract period beginning
March 1, 1994. The employee is currently employed and the
amounts have been forgiven as of March 1, 1996.
During 1995, the Company loaned $10,000, bearing an interest
rate of 1% above the prime rate, to an executive officer of the
Company. The loan is due on December 31, 1996.
At December 31, 1995 and 1994, all directors and executive
officers, as a group, collectively owned 64% and 62%,
respectively, of the Company's common stock.
6. COMMITMENTS AND CONTINGENCIES
At December 31, 1995, the Company was committed under
noncancellable, operating leases for office space, automobiles
and office equipment, expiring at various dates through April
2000, requiring minimum annual rental payments as follows:
<TABLE>
<S> <C>
1996 $ 333,828
1997 309,074
1998 297,195
1999 144,904
2000 40,744
$1,125,745
</TABLE>
Rental expense under such leases totaled $322,081, $216,351 and
$144,667, for the years ended December 31, 1995, 1994 and 1993,
respectively.
7. STOCKHOLDERS' EQUITY
Common Stock - The authorized capital stock of the Company
consists of 25,000,000 shares of non-cumulative, voting, common
stock, with a par value of $.001 per share.
Stock Option Plan - In January 1993, the Company adopted a
common stock incentive option plan (the "Plan"), approved by the
stockholders at the annual meeting in May 1993, which authorizes
the issuance, within ten years, of options covering up to
280,000 shares of common stock to certain employees and other
individuals of importance to the Company. The Plan is intended
to provide incentive to continued employment of certain
employees and other individuals by enabling them to acquire a
proprietary interest in the Company. Options granted under the
Plan may be either "incentive stock options" or "non-qualified
stock options." Incentive stock options, granted only to
certain employees of the Company, expire within ten years (five
years for a 10% beneficial owner of the Company's securities)
from the date granted and are exercisable from time to time in
accordance with the terms of such options. The exercise price
of an incentive stock option must be at least equal to the fair
market value of the common stock on the date of grant (110% for
a 10% beneficial owner of the Company's securities). Non-
qualified stock options can be granted to certain employees of
the Company and advisors and consultants to the Company. Such
stock options are exercisable on or after the date of grant and
the exercise price is not limited and may be below fair market
value. On September 14, 1993, when the fair market value of the
common stock was $.28125 per share, the Company granted 159,685
incentive stock options at such price ($.31 per share for one
employee) and 65,315 non-qualified stock options (15,315 granted
at $.28125 per share and 50,000 granted at $.001 per share).
During 1993, 50,000 non-qualified options were exercised at a
price of $.001 per share.
During 1994, the Company granted 36,000 incentive stock options
(21,000 granted at $1.25 per share and 15,000 granted at
$1.375). Also during 1994, 4,171 of the incentive stock options
were exercised at a price of $.28125 per share.
The Company did not grant any options in 1995, however, on
October 31, 1995 an additional 200,000 shares were authorized.
During 1995, 15,653 options were exercised at a price of $.28125
per share.
On September 27, 1995, the Board of Directors approved the ATS
Money Systems, Inc., 1995 Director Stock Plan pursuant to which
the Company's nonemployee directors, upon first being elected to
the Board, would be granted 10,000 shares of the Company's
common stock, and on the date of election of directors at each
annual stockholder meeting thereafter (if such person continues
to serve as a director) would be granted options to purchase
5,000 shares of the Company's common stock with an exercise
price equal to the then fair market value of such shares. The
Plan was approved at the 1995 Annual Meeting of Stockholders.
The nonemployee directors were granted 30,000 shares effective
October 31, 1995, which were issued on January 2, 1996.
At December 31, 1995, there were 180,992 options outstanding at
prices ranging from $.28125 to $1.375 per share of which 109,666
were exercisable.
8. INCOME TAXES
The Company adopted Statement of Financial Accounting Standards
No. 109 ("SFAS 109"), "Accounting for Income Taxes," effective
January 1, 1993. The cumulative effect of adopting SFAS 109 had
no effect on the Company's Statement of Operations for the year
ended December 31, 1993, as the Company had net operating loss
carryforwards and credits for which a valuation allowance was
established.
Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for income tax purposes, and operating loss carryforwards.
The significant items comprising the Company's net deferred
taxes as of December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred tax assets:
Operating loss carryforwards - Federal $ - $52,948
Provision for bad debts 29,674 12,200
Inventory writedowns 8,600 6,400
Payroll 6,000 14,000
Deferred credits - acquisition 91,798 -
Alternative minimum tax credit carryforward - 10,048
General business tax credits - 33,420
Investment tax credit - 2,168
Total deferred tax asset 136,072 131,184
Deferred tax liabilities:
Depreciation 4,830 3,010
Software amortization 88,468 57,210
Total deferred tax liabilities 93,298 60,220
Net deferred tax asset before valuation allowance 42,774 70,964
Valuation allowance (42,774 (70,964)
Net deferred tax asset $- $-
<CAPTION>
The income tax provision for the years ended December 31, 1995
and 1994 consists of the following components:
1995 1994
<S> <C> <C>
Current:
Federal $176,887 $109,367
State 11,000 26,028
Change in valuation allowance resulting
from the utilization of net operating
loss carryforwards - (121,554)
Total current 187,887 13,841
Deferred:
Federal 20,566 12,600
State 5,971 2,342
Change in valuation allowance (26,537) (14,942)
Total deferred - -
Income tax expense $187,887 $13,841
</TABLE>
The Federal and State taxes provided are offset by the
utilization of operating loss carryforwards in 1994.
A reconciliation of the Company's statutory rate to the
Company's effective rate is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Expected statutory rate 34.0% 34.0% 34.0%
State income tax (composite rate) 2.0 9.0 9.0
Change in valuation allowance resulting
from the utilization of net operating
loss carryforwards and use of tax credits (2.3) (39.3) (43.0)
33.7% 3.7% 0.0%
</TABLE>
For the year ended December 31, 1995, the Company used its
remaining investment tax credits, research credits and
alternative minimum tax credits, totaling $38,300 to reduce
current taxes payable. For the year ended December 31, 1994,
the Company utilized the remaining net operating loss
carryforward, which had the effect of reducing current Federal
and State income taxes payable. At December 31, 1995, the
Company had no available net operating loss carryforwards for
Federal or State tax purposes.
9. MAJOR CUSTOMERS
Sales to each of the Company's three major customers, which are
subject to change annually, as a percentage of total revenue,
for the years ended December 31 approximated:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Major Customer 1 26% 26% 30%
Major Customer 2 17 21 18
Major Customer 3 14 14 11
</TABLE>
10. RETIREMENT PLAN
The Company has a defined contribution plan covering
substantially all of its employees. Company contributions to
the plan, which are discretionary, are made from its profits.
Contributions are based upon a percentage of eligible employees
salaries ranging from -0-% to a maximum of 15%. The
contributions for 1995, 1994 and 1993 were $0, $36,072 and
$74,288, respectively.
11. LINE OF CREDIT
The Company has a line of credit of $750,000 available.
Interest rates will be the bank's base rate plus 0.5%. The
Company has no borrowings outstanding at December 31, 1995.
12. SETTLEMENT AGREEMENT
On August 30, 1995, the Company, Michael M. Smith, Gerard F.
Murphy, Fred Den and Louis Z. Weitz entered into a Settlement
Agreement which resolved a potential proxy contest threatened by
Messrs. Smith and Murphy in connection with the election of
directors at the 1995 Annual Meeting of Stockholders.
As part of the Settlement Agreement, the Company agreed to pay
all legal and accounting expenses related thereto. Legal
expenses amounted to $361,794 and accounting fees were $19,520.
Such expenses are included in Selling, General and
Administrative expenses.
******
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On September 29, 1995, Margolin, Winer & Evens,
LLP ("Margolin") was dismissed as the Company's principal
auditors and Deloitte & Touche LLP was re-engaged as the
Company's principal auditors. The engagement of Margolin as the
Company's principal auditors on July 7, 1995 to replace Deloitte
& Touche LLP, which was dismissed as the Company's principal
auditors on such date after having been the Company,s principal
auditors for approximately seven years, was approved by Messrs.
Fred Den and Louis Z. Weitz, who at the time constituted a
majority of the Company's Board of Directors. Effective August
30, 1995, the Board of Directors was reconstituted to consist of
Messrs. Michael M. Smith, Gerard F. Murphy and Fred Den. The
reconstituted Board of Directors approved the re-engagement of
Deloitte & Touche LLP and the dismissal of Margolin.
Pursuant to Item 304 (a) (1) of Regulation S-K:
(i) On September 29, 1995, Margolin was
dismissed as the Company's principal auditors.
(ii) The reports on the financial statements
of the Company for the years ended December 31, 1993 and 1994
were audited by Deloitte & Touche LLP and contained no adverse
opinion, disclaimer of opinion, modification or qualification.
Since Margolin was engaged as the Company's principal auditors
in July 1995, it has issued no reports on the financial
statements of the Company.
(iii) The decision to change accountants from
Margolin to Deloitte & Touche LLP was approved by the Company's
Board of Directors.
(iv) During the years ended December 31,
1993 and 1994 and through December 31, 1995, there were no
disagreements with Deloitte & Touche LLP or Margolin on any
matter of disclosure or audit scope and procedure, which
disagreement, if unresolved to the satisfaction of such firm,
would have caused it to make reference to the subject matter of
the disagreement in connection with its report.
(v) Not applicable.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
Directors of the Company
<TABLE>
<CAPTION>
The directors of the Company are as follows:
Name Age Principal Occupation Director
Since Since
<S> <C> <C> <C>
Gerard F. Murphy 60 President and CEO Aug.1988
Michael M. Smith 60 CEO-Care for Aging Parents Aug.1995
Inc.
Fred Den 54 Real estate manager with Aug.1988
Marteva Corp.
A. Paul Cox 58 Business Consultant Oct.1995
Thomas J. Carey 59 CFO-Driver-Harris Co. Oct.1995
</TABLE>
There is no family relationship among any of the
members of the Board of Directors.
The business experience of each of the foregoing
persons, during the past five years, is as follows:
Mr. Murphy has been the President and Chief
Executive Officer of the Company for more than the past five
years.
Mr. Smith has been CEO of Care for Aging
Parents, Inc., a publishing company, since 1989. He has been the
Chairman of the Board and Treasurer of the Company since August,
1995.
Mr. Den has been a real estate manager for
Marteva Corp. for more than the past five years and is involved
in managing and operating various real estate ventures. He has
been the Secretary of the Company for more than the past five
years.
Mr. Cox was Chairman and CEO of Codema
Corporation, a management consulting company from 1989 to 1992.
From 1992 to 1994 he was Vice President and General Manager of
the Business Equipment and Systems Division of Standard Register
Corporation. Since 1994 he has been a business consultant.
Mr. Carey was elected CFO of Driver-Harris
Company, a multi-national manufacturer of electrical resistance
wire listed on the American Stock Exchange. From 1992 through
1994, Mr. Carey served as CFO and Treasurer of The Home News
Company and its successor, Glenwood Communications Corporation.
Prior to 1992, Mr. Carey was a partner with Deloitte & Touche
LLP.
Each of the directors of the Company were
elected as such at the 1995 Annual Meeting and holds office
until the next annual meeting of stockholders and until his
respective successor has been duly elected and qualified.
Directors receive compensation of $500 for each
day of regular meetings, special meetings, planning meetings or
any other duly called meeting of the Board, other than committee
meetings. For each day of committee meetings that members of the
Board attend, a compensation of $300 is paid. An additional
compensation of $300 is paid to the Chairman for each day of
regular meetings, special meetings, planning meetings, committee
meetings or any other duly called meeting of the Board that the
Chairman of the Board shall attend.
Executive Officers of the Company.
The executive officers of the Company are as
follows: <TABLE>
<CAPTION>
Name Age Position with the Company
<S> <C> <C>
Gerard F. Murphy 60 President, CEO and Director
James H. Halpin 53 Executive Vice President
Ray T. Riley 69 Vice President - Marketing
Joseph M. Burke 54 Vice President - Finance
Michael M. Smith 60 Treasurer and Director
Fred Den 54 Secretary and Director
</TABLE>
There are no family relationships among any of
the Company's executive officers. Executive officers of the
Company are appointed by and serve at the discretion of the
Board of Directors.
The business experience of Messrs. Murphy, Smith
and Den is set forth above. The business experience of each of
the other executive officers of the Company during the past five
years is as follows:
Mr. Halpin has been associated with the Company
for more than the past five years as its Vice President-National
Accounts through December 31, 1992 and as Executive Vice
President since January 1, 1993.
Mr. Riley has been associated with the Company
for more than the past five years as its Vice President
Marketing.
Mr. Burke has been associated with the Company
for more than the past five years as its Vice President Finance.
In addition to the foregoing, the Company
considers Timothy Eames to be a significant employee of the
Company. Mr. Eames, 59, joined the Company as Assistant to the
President in January 1990 and became Vice President - Sales in
November 1990.
Based solely upon a review of Forms 3, 4 and 5
filed with the Securities and Exchange Commission and the
Company under the Securities Exchange Act of 1934 (the "Exchange
Act") and upon a review of information received by the Company,
no person who at any time during 1995 was a director, executive
officer or beneficial owner of more than 10% of the Company's
outstanding Common Stock failed to file, on a timely basis since
January 1, 1995, reports required by Section 16(a) of the
Exchange Act.
ITEM 10 - EXECUTIVE COMPENSATION
Summary of Compensation in fiscal years ended
December 31, 1995, 1994 and 1993 (respectively, "Fiscal 1995",
"Fiscal 1994" and "Fiscal 1993").
The following Summary Compensation table sets
forth information concerning compensation for services in all
capacities awarded to, earned by or paid to the Company's Chief
Executive Officer and the other most highly compensated
executive officers of the Company earning more than $100,000
during the Fiscal Year 1995, Fiscal 1994 and Fiscal 1993.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
Securities All Other
Name and Fiscal Underlying LTIP Compensation
Principal Year Salary$ Bonus$ Options Payouts($)(2)
Position
<S> <C> <C> <C> <C> <C> <C>
Gerard F. Murphy 1995 $150,491 $21,000 - $32,053 $1,695(3)
President & CEO 1994 $146,107 - $29,889 $1,695(3)
1993 $139,150 $82,247 18,816(1) $24,800 $1,695(3)
James H. Halpin 1995 $124,56 $ 3,288 - $17,198 -
Executive V. P. 1994 $ 93,230 - - $16,402 -
1993 $94,946 $25,307 18,816 (1) $12,437 -
</TABLE>
______________________________________
(1) Represents Incentive Stock Options granted under
the Company's Common Stock Incentive Plan on September 14, 1993.
(2) Represents accrued amounts allocated as of
December 31 of each year pursuant to the Company's Profit
Sharing Plan. See "Long Term Incentive Plans" for a description
of such plan.
(3) Represents insurance premiums paid by the
Company with respect to a life insurance policy on the life of
Mr. Murphy, the beneficiary of which is his spouse.
Common Stock Incentive Plan
The Common Stock Incentive Plan (the "Plan") was
adopted by the Board of Directors in January 1993 and approved
by the stockholders of the Company on May 26, 1993. The Plan,
as amended by a vote of the shareholders at the 1995 Annual
Meeting, currently authorizes the issuance, within ten years of
its adoption, of options covering up to 480,000 shares of ATS
Common Stock (subject to adjustment in certain circumstances) to
such key employees (including executive officers and directors
of the Company who are employees of the Company) who have
contributed, or reasonably may be expected to contribute, to the
profits or growth of the Company. The Plan is intended to
provide an incentive to continued employment of such key
employees by enabling them to acquire a proprietary interest in
the Company and by offering comparable incentives to enable the
Company better to attract, compete for and retain highly
qualified employees.
The Plan is administered by the Stock Option
Committee, which consists of Messrs. Smith, Carey and Cox. In
order for the Stock Option Committee to be "disinterested" for
purposes of Section 16 of the Securities Exchange Act of 1934,
as amended ("the Exchange Act"), a member of the Stock Option
Committee may not participate in the Plan or receive equity
securities under any other plan of the Company (subject to
certain limited exceptions). A director of the Company who is
also an employee of the Company may be granted options under the
Plan provided such director is not a member of the Stock Option
Committee.
Options granted under the Plan may be either
"Incentive Stock Options", as that term is defined in Section
422 of the Internal Revenue Code (the "Code"), or options which
do not qualify as Incentive Stock Options ("Non-Qualified Stock
Options"). An Incentive Stock Option must expire within ten
years from the date it is granted (five years in the case of
such options granted to holders of more than 10% of the
outstanding ATS Common Stock). The exercise price of an
Incentive Stock Option must be at least equal to the fair market
value of the Common Stock on the date such Incentive Stock
Option is granted and must be paid in cash, a cash equivalent,
ATS Common Stock or any other consideration acceptable to the
Stock Option Committee. To the extent the aggregate fair market
value of Incentive Stock Options that are exercisable for the
first time by an optionee during any calendar year exceeds
$100,000, such options will be treated as Non-Qualified Stock
Options. The exercise price of Non-Qualified Stock Options is
not limited and may be below fair market value.
Incentive Stock Options terminate three months
after the optionee's relationship with the Company is terminated
without cause (one year if termination is by reason of death or
disability). In the case of Non-Qualified Stock Options, such
options terminate as determined by the Stock Option Committee,
and as set forth in the option agreement between the Company and
the optionee.
The Company did not grant any stock options
during Fiscal 1995 to either executive officer listed in the
Summary Compensation table. The Company did not grant any stock
appreciation rights during Fiscal 1995.
Stock Options Held at End of Fiscal 1995
The following table indicates the total number
of exercisable and unexercisable stock options held by each
executive officer named in the Summary Compensation table as of
December 31, 1995. No options to purchase ATS Common Stock were
exercised during Fiscal 1995 and no stock appreciation rights
were outstanding during Fiscal 1995.
<TABLE>
<CAPTION>
Value of
In-the-Money
Number of Securities Securities Underlying
Underlying Unexercised Unexercised Options at
Options at December 31, 1995 December 31, 1995
Name
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Gerard F. Murphy 12,544 6,272 $11,007 $5,504
James H. Halpin 12,544 6,272 $11,368 $5,684
</TABLE>
Long Term Incentive Plans
The Company has a discretionary non-contributory
Profit Sharing Plan ("Profit Sharing Plan"). The Profit Sharing
Plan's Trustees are the Company's directors. All of the
Company's full-time employees who have attained the age of 21
and have completed one year of continuous service with the
Company, subject to certain requirements, are eligible to
participate in the Profit Sharing Plan. Pursuant to the Profit
Sharing Plan, the Company may make annual cash contributions,
limited to 15% of the salaries of participating employees, if
the Board of Directors determines that the Company's profits
warrant such a contribution. Contributions made by the Company
are allocated to participating employees in proportion to their
compensation.
The following table shows for Fiscal Year 1995
the amounts allocated under the Profit Sharing Plan to each
executive officer listed in the Summary Compensation Table. The
accrued amounts of these awards are shown in the Summary
Compensation Table under "LTIP Payouts". <TABLE>
<CAPTION>
Long-Term Incentive Plans-Awards in Fiscal 1995
Name
Dollar Amount Period Until Future
Allocated for 1995 Maturation(1) Payout
<S> <C> <C> <C>
Gerard F. Murphy $0 - (2)
James H. Halpin $0 - (2)
</TABLE>
_______________
(1) The Company's contributions to the Profit
Sharing Plan become 20% vested after two full years of service
and 20% vested for each full year of service thereafter until
full vesting occurs. A participating employee becomes fully
vested upon death, total disability, the termination of the
Profit Sharing Plan or upon retirement at age 65. Each of the
named individuals is fully vested in contributions made to him
under the Profit Sharing Plan.
(2) It is impossible to estimate the benefits that
any participant may be entitled to under the Profit Sharing Plan
upon retirement or death, since the amount of such benefits will
be dependent upon, among other things, future profits and
contributions by the Company, future net income earned by the
trust to which contributions are deposited and forfeitures on
future terminations of employment.
Employment Contracts and Termination of Employment
and Change-in-Control Arrangements
Other than the Profit Sharing Plan and Common
Stock Incentive Plans, the Company does not have any program
providing compensation to its executive officers which is
intended to serve as an incentive for performance to occur over
a period longer than one fiscal year. The Incentive Stock
Options granted to Messrs. Murphy and Halpin provide that if
their respective employments are terminated for any reason other
than death or retirement, the options must be exercised within
the earlier of the balance of the option period or three months
from the date of termination (one year in the case of
termination as a result of disability).
Since January 1, 1995, Mr. Murphy has been
employed without the benefit of an employment agreement at an
annual salary of $150,491. Mr. Murphy also receives the use of
a luxury size automobile, at the Company's expense, and
reimburses the Company at the rate of $.11 per mile for
non-business use of such automobile.
Pursuant to a written arrangement with Mr.
Halpin, effective January 1, 1995, Mr. Halpin receives an annual
base salary of $73,000 plus 0.5%, paid monthly, of all sales
made by the Company upon order entry. In addition, Mr. Halpin
is entitled to receive the Company's standard commission
applicable to National Account salesman on his sales to certain
specified accounts equal to 6% of such sales during the first 12
months after the account is established, 4% during the next 12
months and 2% thereafter. Mr. Halpin also receives the use of a
mid-sized automobile, at the Company's expense, and reimburses
the Company at the rate of $.11 per mile for non-business use of
such automobile.
On October 31, 1995 (the "Initial Grant Date"), at
the 1995 Annual Meeting, the stockholders of the Company
approved the 1995 Director Stock Plan ("Director Stock Plan").
Pursuant to the terms of the Director Stock Plan each
Non-Employee Director as of October 31, 1995 ("Current
Director") was automatically granted 10,000 shares of ATS Common
Stock. Each Non-Employee Director who, after October 31, 1995 is
elected to the Board of Directors for the first time (a "New
Director") shall, be granted automatically, 10,000 shares of
Common Stock. Thereafter, immediately following the election of
directors at the annual meeting of stockholders, beginning in
1996, each Current Director and each New Director who is a
Non-Employee Director on such date, shall be granted
automatically, an option to purchase 5,000 shares of ATS Common
Stock.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Set forth below is information, as of March 15,
1996, with respect to the beneficial ownership of the ATS Common
Stock by (i) each person or group who is known by the Company to
be the beneficial owner of 5% or more of the outstanding ATS
Common Stock, (ii) each of the directors of the Company (which
directors also constitute the nominees for election as directors
at the 1995 Annual Meeting), (iii) each of the executive
officers of the Company named in the compensation table under
"Executive Compensation", and (iii) all directors and executive
officers of the Company, as a group (six persons).
<TABLE>
<CAPTION>
Name and Address Number of Shares of
Common Stock % of Class
<S> <C> <C>
Michael M. Smith 1,296,970 22.2%
35-20 Broadway
Astoria, New York 11106
Gerard F. Murphy 1,175,480(1) 20.2%
218 Park Street
Montclair, New Jersey 07043
Fred Den 1,120,970(2) 19.2%
61-55 98th Street
Rego Park, New York 11374
A. Paul Cox 10,000 *
55 Pinehurst Place
Springboro, Ohio 45066
Thomas J. Carey 10,000 *
52 Hominy Hill Road
Colts Neck, New Jersey 07722
James H. Halpin 24,442(3) *
27 Danvers Road
New Milford, Connecticut 06776
All directors and 3,698,857(1)(2)(3)(4) 63.4%
officers as a group </TABLE>
_________________________
* Represents less than 1% of the issued and
outstanding shares of Common Stock.
(1) Includes 12,544 shares of ATS Common Stock which
are the subject of currently exercisable options granted to Mr.
Murphy under the Plan.
(2) Includes 108,000 shares of ATS Common Stock
owned by Mr. Den's wife, beneficial ownership of which is
disclaimed by Mr. Den.
(3) Includes 12,544 shares of ATS Common Stock which
are the subject of currently exercisable options granted to Mr.
Halpin under the Plan.
(4) Includes an aggregate of 54,351 shares of ATS
Common Stock which are the subject of currently exercisable
options granted to executive officers of the Company under the
Plan.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
1. On February 16, 1995, Mr. Halpin, Executive Vice
President, received a $10,000 loan from the Company bearing
interest at the prime rate plus 1%. On January 31, 1996, this
note was extended, on the same conditions, until December 31,
1996.
2. In 1995 and 1994,pursuant to an oral arrangement,
the Company engaged one of its directors, Louis Z. Weitz, to
oversee its accounting policies and activities, particularly of
its newly acquired subsidiary, IEI. During 1995, salary, fees
and expenses of $29,978 were paid to Mr. Weitz. During 1994, the
fee paid was $20,000, plus expenses of $3,819.
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. Articles of incorporation and by-laws.
(a) Articles of Incorporation of ATS Money
Systems, Inc. (formerly known as More Creative Mergers, Inc.),
as filed with the Secretary of State of the State of Nevada on
August 28, 1987- incorporated herein by reference to Exhibit 8
to Registration Statement on Form S-18 (No. 33-19657-NY).
(b) Agreement of Merger of ATS Money
Systems, Inc. into More Creative Mergers, Inc., dated July 25,
1988, as filed with the Secretary of State of the State of
Nevada on September 6, 1988 incorporated herein by reference to
Exhibit 12 to Post-Effective Amendment No. 1 dated September 26,
1988 to Registration Statement on Form S-18 (No. 33-19657-NY).
(c) By-Laws of ATS Money Systems, Inc.
incorporated herein by reference to Exhibit 9 to Registration
Statement on Form S-18 (No. 33-19657-NY).
4. Instruments defining the rights of security
holders, including indentures.
(a) Form of Common Stock certificate of ATS
Money Systems, Inc. - incorporated herein by reference to
Exhibit 5 to Amendment No. 1 dated March 11, 1988 to
Registration Statement on Form S-18 (No. 33-19657-NY).
10. Material contracts.
(a) (i) Lease, dated November 30, 1989,
between ATS Money Systems, Inc. and Rockwood Four Limited
Partnership incorporated herein by reference to Exhibit 10(a) to
the Annual Report on Form 10-K of ATS Money Systems, Inc. for
the fiscal year ended December 31, 1989.
(ii) Amendment of Lease, dated as of December
1, 1992, between ATS Money Systems, Inc. and Rockwood Limited
Partnership- incorporatedherein by reference to Exhibit 10(a)(ii) to the
Annual Report on Form 10-K of ATS Money Systems, Inc. for the
fiscal year ended December 31, 1992.
(iii) Amendment of Lease, dated as of September 15, 1995,
between ATS Money Systems, Inc. and Rockwood Four Limited
Partnership incorporated herein by reference to Exhibit 10(a)(iii) to the
Annual Report on Form 10-K of ATS Money Systems, Inc. for the fiscal year
ended December 31, 1995.
(b) (i) Agreement, dated November 1, 1990,
between ATS Money Systems, Inc. and Compuflex Corporation
incorporated herein by reference to Exhibit 10(c)(i) to the
Annual Report on Form 10-K of ATS Money Systems, Inc. for the
fiscal year ended December 31, 1990.
(ii) Non-Disclosure Agreement, dated August
17, 1984, between ATS Money Systems, Inc. and Compuflex
Corporation incorporated herein by reference to Exhibit 28 to
Post-Effective Amendment No. 4 dated December 21, 1988 to
Registration Statement on Form S-18 (No. 33-19657-NY).
(iii) Amendment, dated February 1, 1992, to
Agreement dated November 1, 1990, between ATS Money Systems,
Inc. and Compuflex Corporation - incorporated herein by
reference to Exhibit 10(c)(iii) to the Annual Report on Form
10-K of ATS Money Systems, Inc. for the fiscal year ended
December 31, 1991.
(iv) Amendment, dated January 11, 1993, to
Agreement dated November 1, 1990, between ATS Money Systems,
Inc. and Compuflex Corporation - incorporated herein by
reference to Exhibit 10(c)(iv) to the Annual Report on Form 10-K
of ATS Money Systems, Inc. for the fiscal year ended December
31, 1992.
(v) Amendment, dated March 9, 1994, to
Agreement dated November 1, 1990 between ATS Money Systems, Inc.
and Compuflex Corporation - incorporated herein by reference to
Exhibit 10(c)(v) to the Annual Report on Form 10-K of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1993.
(c) Profit Sharing Plan of ATS Money
Systems, Inc., dated January 1, 1987 - incorporated herein by
reference to Exhibit 19 to Post-Effective Amendment No. 1 dated
September 26, 1988 to Registration Statement on Form S-18 (No.
33-19657-NY).
(d) Support and Service Agreement, dated as
of August 1, 1988, between ATS Money Systems, Inc. and TRW Inc.
incorporated herein by reference to Exhibit 10(f) to the Annual
Report on Form 10-K of ATS Money Systems, Inc. for the fiscal
year ended December 31, 1989.
(e) Form of Salesman Employment Agreement
incorporated herein by reference to Exhibit 10(j) to the Annual
Report on Form 10-K of ATS Money Systems, Inc. for the fiscal
year ended December 31, 1989.
(f) Form of Maintenance Agreement
incorporated herein by reference to Exhibit 10(k) to the Annual
Report on Form 10-K of ATS Money Systems, Inc. for the fiscal
year ended December 31, 1989.
(g) Common Stock Incentive Plan Exhibit
10(l) incorporated herein by reference to Exhibit 10(l) to the
Annual Report on Form 10-K of ATS Money Systems, Inc. for the
fiscal year ended December 31, 1992.
(h) (i) Software Development Project
Agreement, dated March 5, 1993, between ATS Money Systems, Inc.
and Wells Fargo Armored Car Service Corporation and addendum
thereto incorporated herein by reference to Exhibit 10(n)(i) to
the Annual Report on Form 10-K of ATS Money Systems, Inc. for
the fiscal year ended December 31, 1993.
(ii) Joint Sales and Marketing Agreement,
dated January 1, 1993, between ATS Money Systems, Inc. and Wells
Fargo Armored Car Service Corporation - incorporated herein by
reference to Exhibit 10(n)(ii) to the Annual Report on Form 10-K
of ATS Money Systems, Inc. for the fiscal year ended December
31, 1993.
(iii) Hardware Maintenance Agreement, dated
as of March 5, 1993, between ATS Money Systems, Inc. and Wells
Fargo Armored Car Service Corporation - incorporated herein by
reference to Exhibit 10(n)(iii) to the Annual Report on Form
10-K of ATS Money Systems, Inc. for the fiscal year ended
December 31, 1993.
(iv) Software License Agreement, dated as of
March 5, 1993, between ATS Money Systems, Inc. and Wells Fargo
Armored Car Service Corporation - incorporated herein by
reference to Exhibit 10(n)(iv) to the Annual Report on Form 10-K
of ATS Money Systems, Inc. for the fiscal year ended December
31, 1993.
(v) Hardware Sale Agreement, dated as of
March 5, 1993, between ATS Money Systems, Inc. and Wells Fargo
Armored Car Service Corporation
- incorporated herein by reference to Exhibit
10(n)(v) to the Annual Report on Form 10-K of ATS Money Systems,
Inc. for the fiscal year ended December 31, 1993.
(vi) Software Support/Consulting Agreement,
dated as of March 5, 1993, between ATS Money Systems, Inc. and
Wells Fargo Armored Car Service Corporation - incorporated
herein by reference to Exhibit 10(n)(vi) to the Annual Report on
Form 10-K of ATS Money Systems, Inc. for the fiscal year ended
December 31, 1993.
(vii) Escrow Agreement, dated as of March 5,
1993, between ATS Money Systems, Inc. and Wells Fargo Armored
Car Service Corporation - incorporated herein by reference to
Exhibit 10(n)(vii) to the Annual Report on Form 10-K of ATS
Money Systems, Inc. for the fiscal year ended December 31, 1993.
(i) Joint Sales and Marketing Agreement,
dated as of September 29, 1993, between ATS Money Systems, Inc.
and Standard Register Company - incorporated herein by reference
to Exhibit 10(o) to the Annual Report on Form 10-K of ATS Money
Systems, Inc. for the fiscal year ended December 31, 1993.
(j) Purchase Agreement, dated August 24,
1994, between ATS Money Systems, Inc., IEI Acquisition Corp.,
Dynatech Corporation and Innovative Electronics, Inc.
11. Statement re computation of per share
earnings - Not required since such computation can be clearly
determined from the material contained in this report on Form
10-KSB.
13. Annual report to security holders for the
last fiscal year, Form 10-Q or 10-QSB or quarterly report to
security holders, if incorporated by reference in the filing Not
applicable.
21. Subsidiaries of the small business issuer
Innovative Electronics, Inc. - incorporated under the laws of
the State of Florida.
23. Consent of independent accountants.
27. Financial Data Schedule.
(b) During the three months ended December 31, 1995,
there was a Current Report on Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on October 6, 1995
and an Amendment No. 1 thereto filed with the Commission on
October 19, 1995, which reported the dismissal of Margolin, as
the Company's principal auditors and the re-engagement of
Deloitte & Touche LLP as the Company's principal auditors.<Body
Text>
SIGNATURES
In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 29, 1996 ATS Money Systems, Inc.
By: /s/ GERARD F. MURPHY
Gerard F. Murphy, President
(Chief Executive Officer)
In accordance with the Exchange Act, this
report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates
indicated:
Dated:
March 29, 1996 /s/ GERARD F. MURPHY
Gerard F. Murphy
Director
March 29, 1996 /s/ MICHAEL M. SMITH
Michael M. Smith
Director
March 29, 1996 /s/ FRED DEN
Fred Den
Director
March 29, 1996 /s/ A. PAUL COX
A. Paul Cox
Director
March 29, 1996 /s/ THOMAS J. CAREY
Thomas J. Carey
Director
March 29, 1996 /s/ JOSEPH M. BURKE
Joseph M. Burke
Vice President - Finance
(Principal Accounting and
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet as of December 31, 1995 and the Consolidated
Statement of Operations for the twelve months ended December 31, 1995 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 164,548
<SECURITIES> 0
<RECEIVABLES> 1,652,989
<ALLOWANCES> 92,363
<INVENTORY> 520,996
<CURRENT-ASSETS> 2,418,391
<PP&E> 153,432
<DEPRECIATION> 68,796
<TOTAL-ASSETS> 3,199,668
<CURRENT-LIABILITIES> 937,104
<BONDS> 0
<COMMON> 5,836
0
0
<OTHER-SE> 2,010,772
<TOTAL-LIABILITY-AND-EQUITY> 3,199,668
<SALES> 6,069,824
<TOTAL-REVENUES> 8,413,516
<CGS> 2,835,624
<TOTAL-COSTS> 3,834,690
<OTHER-EXPENSES> 3,979,302
<LOSS-PROVISION> 67,200
<INTEREST-EXPENSE> 25,213
<INCOME-PRETAX> 557,537
<INCOME-TAX> 187,887
<INCOME-CONTINUING> 369,650
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 369,650
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this registration statement of
ATS Money Systems, Inc. on Form S-8(33-64460) of our report dated March 26,
1996, appearing in this Annual Report on Form 10-KSB of ATS Money Systems,
Inc. for the year ended December 31, 1995.
Deloitte & Touche LLP
Parsippany, New Jersey
March 29, 1996
