<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTER ENDED JULY 1, 2000
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period From _________ to __________.
Commission File Number: 0-24900
INTERLOGIX, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1340453
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
12345 SW LEVETON DRIVE, TUALATIN, OREGON 97062
(Address of principal executive offices and zip code)
(503) 691-7243
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par
value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods as 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
As of July 28, 2000 , number of outstanding shares of the Registrant's
Common Stock was 19,444,737.
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
PART I FINANCIAL INFORMATION........................................................................ 3
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheets.................................................................. 3
Consolidated statements of operations........................................................ 4
Consolidated statements of stockholders' equity.............................................. 5
Consolidated statements of cash flows........................................................ 6
Notes to consolidated financial statements................................................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........ 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................... 19
PART II OTHER INFORMATION............................................................................ 21
ITEM 1. LEGAL PROCEEDINGS............................................................................ 21
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.................................................... 21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.............................................................. 21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................... 21
ITEM 5. OTHER INFORMATION............................................................................ 21
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................. 21
SIGNATURE ............................................................................................. 23
</TABLE>
-2-
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTERLOGIX, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
As of
December 31, July 1,
1999 2000
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................................................... $ 21.6 $ 12.7
Receivables ..................................................................... 78.2 103.0
Inventories ..................................................................... 40.5 70.0
Other ........................................................................... 9.0 10.8
-------- --------
Total current assets ........................................................... 149.3 196.5
PROPERTY, PLANT AND EQUIPMENT ...................................................... 33.0 44.7
OTHER ASSETS (Note 5) .............................................................. 6.5 23.6
INTANGIBLES:
Other intangible assets ......................................................... 15.0 142.0
Goodwill, net ................................................................... 114.1 200.7
-------- --------
TOTAL ASSETS ................................................................... $ 317.9 $ 607.5
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ............................................... $ -- $ 10.0
Accounts payable ................................................................ 36.4 34.6
Accrued expenses ................................................................ 42.2 39.4
-------- --------
Total current liabilities ...................................................... 78.6 84.0
LONG-TERM DEBT ..................................................................... 71.3 244.9
DEFERRED INCOME TAXES .............................................................. -- 42.3
OTHER NONCURRENT LIABILITIES ....................................................... 1.1 4.3
-------- --------
Total liabilities .............................................................. 151.0 375.5
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per share; 30,000,000 shares authorized,
15,170,640 issued and outstanding at December 31, 1999; 60,000,000 shares
authorized, 20,401,437 issued and 19,444,737 outstanding at July 1, 2000....... 0.2 0.2
Paid-in-capital ................................................................. 122.6 234.4
Treasury shares, at cost, 956,700 shares ........................................ (15.3) (15.3)
Retained earnings ............................................................... 67.3 23.7
Cumulative translation adjustment ............................................... (7.9) (11.0)
-------- --------
Total stockholders' equity ..................................................... 166.9 232.0
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................................... $ 317.9 $ 607.5
======== ========
</TABLE>
See accompanying notes
-3-
<PAGE> 4
INTERLOGIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNT)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 3, JULY 1, JULY 3, JULY 1,
1999 2000 1999 2000
<S> <C> <C> <C> <C>
SALES ................................... $ 103.1 $ 126.9 $ 200.8 $ 223.8
COST OF SALES ........................... 59.2 75.8 114.3 132.8
-------------- ---------------- ---------------- ----------------
Gross Profit ....................... 43.9 51.1 86.5 91.0
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSE ................................. 27.6 34.7 55.8 63.5
RESEARCH AND DEVELOPMENT EXPENSES
4.3 6.2 8.3 11.0
AMORTIZATION OF INTANGIBLES ............. 2.1 4.7 4.2 7.1
ACQUIRED IN-PROCESS RESEARCH &
DEVELOPMENT (Note 10)
-- 37.8 -- 37.8
RESTRUCTURING AND OTHER CHARGES (Note 11)
-- 10.8 -- 11.1
-------------- ---------------- ---------------- ----------------
Operating Income (loss) ............ 9.9 (43.1) 18.2 (39.5)
OTHER (INCOME) EXPENSE:
Interest expense, net .............. 1.2 3.5 2.3 4.7
Other, net ......................... (2.6) .2 (2.3) (2.1)
-------------- ---------------- ---------------- ----------------
Income (loss) before taxes ......... 11.3 (46.8) 18.2 (42.1)
INCOME TAX PROVISION (BENEFIT)
5.0 (1.3) 8.5 1.5
-------------- ---------------- ---------------- ----------------
NET INCOME (LOSS) ....................... $ 6.3 $ (45.5) $ 9.7 $ (43.6)
============== ================ ================ ================
Net Income (Loss) per share:
Basic ................................ $ 0.41 $ (2.53) $ 0.64 $ (2.63)
Diluted .............................. $ 0.41 $ (2.53) $ 0.64 $ (2.63)
Weighted Average Shares Outstanding:
Basic ................................ 15,170,640 17,988,097 15,170,640 16,571,670
Diluted .............................. 15,261,664 17,988,097 15,261,664 16,571,670
</TABLE>
See accompanying notes
-4-
<PAGE> 5
INTERLOGIX, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNT)
(UNAUDITED)
<TABLE>
<CAPTION>
NUMBER OF CAPITAL TREASURY PAID-IN RETAINED CUMULATIVE
SHARES STOCK SHARES CAPITAL EARNINGS TRANSLATION TOTAL
--------- ------- -------- ------- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999 .......... 15,170,640 $ 0.2 $ (15.3) $ 122.6 $ 67.3 $ (7.9) $ 166.9
(Note 1)
Issue Common Stock in
connection with merger
transaction (Note 10) .............. 4,268,372 -- -- 111.8 -- -- 111.8
Comprehensive loss -
Net loss ......................... -- -- -- -- (43.6) -- (43.6)
Currency translation adjustment .. -- -- -- -- -- (3.1) (3.1)
--------
Total comprehensive loss ....... -- -- -- -- -- -- (46.7)
--------
Exercise of Stock Options .......... 5,725 -- -- -- -- -- --
---------- ------ ------- -------- ------- ------- --------
Balance July 1, 2000 ............... 19,444,737 $ 0.2 $ (15.3) $ 234.4 $ 23.7 $ (11.0) $ 232.0
========== ====== ======= ======== ======= ======= ========
</TABLE>
See accompanying notes
-5-
<PAGE> 6
INTERLOGIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(DOLLARS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 3, JULY 1,
1999 2000
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) .................................................................. $ 9.7 $ (43.6)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities --
Depreciation and amortization .................................................. 8.9 13.0
Deferred income tax provision .................................................. 0.3 (1.9)
Write-off of in-process R&D .................................................... -- 37.8
Write-off of intangible assets (Note 11) ....................................... -- 7.3
Other .......................................................................... -- 0.3
Changes in assets and liabilities, net of effects
from acquisitions and divestitures --
Accounts receivable ........................................................ (1.8) (3.0)
Inventories ................................................................ (1.0) (5.1)
Prepaid expenses ........................................................... (0.8) (1.4)
Other assets ............................................................... (0.8) --
Accounts payable ........................................................... (6.8) (6.7)
Other accruals ............................................................. (5.1) (8.2)
------- --------
Net cash provided by (used in) operating activities ............................ 2.6 (11.5)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, net of cash received .................................................. (7.5) (170.3)
Capital expenditures ............................................................... (10.3) (8.7)
Proceeds from sale of capital assets ............................................... 0.2 0.3
Other, net ......................................................................... (3.0) (2.4)
------- --------
Net cash used in investing activities ........................................... (20.6) (181.1)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ........................................................... 35.9 261.0
Repayment of long-term debt ........................................................ (2.5) (77.0)
------- --------
Net cash provided by financing activities ........................................ 33.4 184.0
------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH ............................................... (0.9) (0.3)
------- --------
Net increase (decrease) in cash and cash equivalents ............................. 14.5 (8.9)
CASH AND CASH EQUIVALENTS, beginning of period ........................................ 12.0 21.6
------- --------
CASH AND CASH EQUIVALENTS, end of period .............................................. $ 26.5 $ 12.7
======= ========
</TABLE>
See accompanying notes
-6-
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
I. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. OVERVIEW
ITI Technologies, Inc. (the "Company"), a Delaware corporation, was
incorporated in 1980. Pursuant to the terms of an Agreement and Plan of
Merger and Reorganization, the Company acquired all of the issued and
outstanding stock of SLC Technologies, Inc. ("SLC"), a wholly owned
subsidiary of Berwind Group Partners ("Berwind"), a private company. Since
Berwind obtained a controlling interest in the Company, the merger
transaction was accounted for as a reverse acquisition, or an acquisition
of the Company by SLC (see discussion in Note 10 to the consolidated
financial statements). Accordingly, the financial statements of the Company
consist of the historical accounts of SLC with the results of the Company
included beginning on May 2, 2000. Concurrently with the transaction, the
Company changed its name to Interlogix, Inc.
SLC provided electronic and communication technology focused on security,
fire protection, loss prevention and access control for residential and
commercial users and to large, multinational companies. Prior to the merger
with SLC, the Company was a public company that designed and manufactured
wireless systems for residential and commercial security systems. The
combined breadth of the Company following the merger is illustrated by the
presence of sales and technical support operations in 27 countries and
manufacturing and logistics operations in the United States, Europe, South
Africa, Australia and China. Interlogix is represented by the following
brand names: Aritech, Caddx, Casi-Rusco, ESL, Fiber Options, GBC, ITI,
Kalatel, Sentrol, Supra and Tecom Systems.
The weighted average common shares outstanding as well as common stock,
paid-in capital and the other components of stockholders' equity have been
retroactively restated to give effect to the recapitalization that occurred
as a result of the reverse merger.
2. BASIS OF PRESENTATION
The unaudited consolidated financial statements for the three and six month
periods ended July 1, 2000 and July 3, 1999, reflect, in the opinion of
management of the Company, all normal, recurring adjustments necessary for
a fair statement of the results of operations for the interim periods. The
results of operations for any interim period are not necessarily indicative
of results for the full year. The consolidated balance sheet data as of
December 31, 1999 was derived from SLC's audited consolidated financial
statements but does not include all disclosures required by generally
accepted accounting principles. The unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on May 12,
2000, as amended on July 7, 2000.
The unaudited consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
-7-
<PAGE> 8
3. INVENTORIES
Inventories are composed of:
<TABLE>
<CAPTION>
December 31, 1999 July 1, 2000
----------------- ------------
<S> <C> <C>
Raw Materials $21.6 $35.5
Work-in-process 5.5 12.6
Finished goods 17.0 28.4
----- -----
44.1 76.5
Less: Inventory reserve 3.6 6.5
$40.5 $70.0
===== =====
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are composed of:
<TABLE>
<CAPTION>
December 31, 1999 July 1, 2000
----------------- ------------
<S> <C> <C>
Land $ 0.3 $ 0.3
Buildings 1.0 1.8
Machinery and equipment 47.7 57.5
Furniture and fixtures 26.9 33.3
------- -------
75.9 92.9
Less: Accumulated depreciation 42.9 48.2
------- -------
$ 33.0 $ 44.7
======= =======
</TABLE>
5. OTHER ASSETS
Included in other assets is the long-term portion of notes receivable
acquired with the acquisition of ITI Technologies, Inc. The Company
provides financing to qualified dealers of wireless residential intrusion
and fire systems to assist the dealers in expanding their business
opportunities. The Company receives a perfected security interest in the
dealers monitoring contracts as collateral for the notes. All notes are
made at market interest rates adjusted for credit and collateral factors
with repayment terms between 36 and 72 months.
Notes receivable consists of the following:
<TABLE>
<CAPTION>
July 1, 2000
------------
<S> <C>
Notes receivable - dealer financing $21.0
Less: current portion 3.1
-----
$17.9
-----
</TABLE>
-8-
<PAGE> 9
6. OTHER INTANGIBLE ASSETS
Other intangible assets are composed of:
<TABLE>
<CAPTION>
December 31, 1999 July 1, 2000
----------------- ------------
<S> <C> <C>
Patents, Trademarks, and Other $ 20.4 $ 70.0
Acquired Technology 12.1 91.8
------- ---------
32.5 161.8
Less: Accumulated Amortization (17.5) (19.8)
------- ---------
$ 15.0 $ 142.0
======= =========
</TABLE>
7. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31, 1999 July 1, 2000
----------------- ------------
<S> <C> <C>
Revolving credit facility $ 69.3 $153.0
Term facility - 100.0
Other 2.0 1.9
------- ------
71.3 254.9
Less: current portion - 10.0
------- ------
$ 71.3 $244.9
======= ======
</TABLE>
Effective with the merger transaction described in Note 1, the Company
entered into a $325.0 million senior, secured credit facility which
provides (i) a revolving facility in the amount of $225.0 million and (ii)
a term facility in the amount of $100.0 million. The credit facility bears
interest, at the discretion of the Company, at either: (a) the greater of
the Prime Rate, or the Federal Funds Effective Rate plus 0.5%, or (b)
LIBOR, plus the applicable margin, which can range from 0.25% to 1.75%.
The revolving facility was used to finance the merger transaction, to
refinance SLC's previous bank debt obligations, to provide for working
capital and for general corporate purposes. The revolver is due May 2005.
The term facility was used to finance the merger transaction and to
refinance SLC's previous bank debt obligations. The term facility will be
amortized in equal quarterly installments in the following percentages of
the initial principal amount of the term facility for each year: (1) Year
1-10%, (2) Year 2-15%, (3) Year 3-20%, (4) Year 4-25% and (5) Year 5-30%.
The credit facility contains certain covenants that must be maintained by
the Company. At July 1, 2000, the Company was in compliance with the
covenants of the credit agreement. The Company incurred debt issue costs of
$3.8 million which are being amortized over the life of the credit
facility.
8. EARNINGS PER SHARE
Basic EPS is computed by dividing net income available to common
stockholders by the actual weighted average number of common shares
outstanding for the period. Diluted EPS is computed assuming the conversion
of all dilutive securities, which only includes stock options for the
Company. For periods prior to May 2, 2000, shares outstanding include only
the common stock and stock options of SLC. Due to the fact that operating
losses were incurred in the three and six months ended July 1, 2000, the
weighted average number of shares used in the EPS calculation is the same
for basic and diluted EPS. As discussed in Note 1, the weighted-average
common shares outstanding have been retroactively restated to give effect
to the recapitalization which occurred as a result of the merger
transaction.
-9-
<PAGE> 10
The following table summarizes the number of shares outstanding and diluted
weighted average shares outstanding used to compute diluted EPS:
<TABLE>
<CAPTION>
Three Months ended Six Months ended
------------------ ----------------
July 3, 1999 July 1, 2000 July 3, 1999 July 1, 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Basic 15,170,640 17,988,097 15,170,640 16,571,670
Dilutive impact of options 91,024 - 91,024 -
---------- ---------- ---------- ----------
Diluted 15,261,664 17,988,097 15,261,664 16,571,670
========== ========== ========== ==========
</TABLE>
9. SEGMENT REPORTING
The Company operates its business on a geographic basis with two reportable
segments which include the Americas (North, Central and South America) and
Europe (Europe and Africa). Included in the Other category, are: (1) the
sales of the Asia Pacific segment which are not material, (2) intersegment
eliminations, and (3) costs related to the corporate function which are not
allocated to the segments.
The Company evaluates the performance of its operating segments based on
operating profit, excluding amortization expense, management fees,
intercompany commissions paid on foreign sales and certain corporate
charges. Sales are determined based on the geographic segment within which
the customer is located.
<TABLE>
<CAPTION>
Six Months ended
----------------
July 3, 1999 July 1, 2000
------------ ------------
<S> <C> <C>
SALES:
Americas-
Customer ....................... $ 125.5 $ 146.2
Intersegment ................... 12.7 14.3
Europe-
Customer ....................... 70.9 67.9
Intersegment ................... 0.4 0.5
Other ................................... (8.7) (5.1)
-------- --------
Total Sales ............................. $ 200.8 $ 223.8
======== ========
OPERATING INCOME:
Americas................................. $ 18.5 $ 17.6
Europe .................................. 9.3 5.3
Other ................................... (2.2) 0.6
-------- --------
Segment Operating Income ................ $ 25.6 $ 23.5*
======== ========
</TABLE>
*excludes non-recurring charges and adjustments of $48.9 million.
-10-
<PAGE> 11
<TABLE>
<CAPTION>
Six Months ended
July 3, 1999 July 1, 2000
<S> <C> <C>
Reconciliation:
Segment operating income $25.6 $23.5
Amortization expense (4.2) (7.1)
Export sales omissions (1.4) (0.7)
Other management fees (1.4) (1.0)
Restructuring & other charges ___ (11.1)
Acquired in-process
research & development ___ (37.8)
Other expenses & corporate
charges (0.4) (5.3)
----- ------
Operating income (loss) per
Statement of Operations $18.2 ($39.5)
===== ======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999 July 1, 2000
<S> <C> <C>
TOTAL ASSETS:
Americas $188.6 $493.1
Europe 81.9 80.5
Other 47.4 33.9
------ ------
Total Assets $317.9 $607.5
====== ======
</TABLE>
10. BUSINESS COMBINATION
As discussed in Note 1 to the financial statements, the Company completed
the merger transaction of SLC into ITI Technologies, Inc. on May 2, 2000.
The merger agreement provided for the exchange of 15.17064 shares of common
stock of ITI Technologies, Inc. for each of the issued and outstanding
shares of common stock and stock options of SLC. In addition, under the
terms of the merger agreement, the stockholders of ITI exchanged
approximately 50% of the common stock and stock options outstanding prior
to the transaction for cash equal to $36.50 per share or $174.5 million in
the aggregate. The remaining 4,268,372 million shares of the Company's
common stock that remained outstanding was treated for accounting purposes
as having been issued by SLC as of May 2, 2000. Upon completion of the
transaction, Berwind, the sole stockholder of SLC, owned approximately 15.2
million shares, or 78%, of common stock of the combined company. In
accordance with generally accepted accounting principles, the Company will
account for the merger using the purchase method of accounting as a reverse
merger since Berwind obtained a controlling interest in the Company.
Consequently, the Company is treated as being acquired by SLC for
accounting purposes. Accordingly, the financial statements of the Company
consist of the historical results of SLC with purchase accounting being
applied to the accounts of the Company prior to May 2, 2000. ITI's results
have been included in the accompanying financial statements beginning on
May 2, 2000, the effective date of the merger.
-11-
<PAGE> 12
The total purchase price of $289.8 million for accounting purposes
allocated to assets acquired and liabilities assumed was computed based on
the following:
- The closing price of ITI Technologies, Inc. common stock of $24.1875
on May 2, 2000 for approximately 50% of the outstanding common stock
and stock options of ITI.
- The cost of the exchange of ITI Technologies, Inc. common stock and
options of $174.5 million based on a cash price of $36.50 per share,
and
- The estimated direct expenses of the transaction.
In connection with the merger, the Company recorded the assets and
liabilities of ITI Technologies, Inc. at their estimated fair market value.
The excess of the total consideration paid for ITI Technologies, Inc. over
the fair value of assets acquired less liabilities assumed of $95.1 million
was recognized as goodwill. In addition, the Company recorded identifiable
intangible assets of $127.7 million. Goodwill will be amortized over a
20-year period. The identifiable intangible assets will be amortized over
the estimated useful lives ranging from 7 to 20 years. In addition, the
Company recorded a non-recurring charge of $37.8 million related to the
write-off of the purchased in-process research and development acquired in
the merger. The charge was recorded during the three months ended July 1,
2000. The amount of the charge was based on the purchase price allocation
and a valuation of existing technology and technology in process. The
charge for the in-process research and development equaled its estimated
current fair value based on risk-adjusted cash flows of specifically
identified technologies for which technological feasibility has not been
established nor alternative uses exist. The acquired in-process research
and development relates primarily to development of control panels and
hardware and software platforms for use in residential security systems.
The purchase price was allocated to the acquired assets and assumed
liabilities in the accompanying financial statements as follows:
<TABLE>
<CAPTION>
<S> <C>
Book value of ITI Technologies, Inc. net of goodwill................... $94.6
Other, net............................................................. (8.8)
Deferred income taxes.................................................. (41.4)
Acquired technology.................................................... 80.2
Trademarks and marketing assets........................................ 32.3
In-process research and development.................................... 37.8
Goodwill............................................................... 95.1
-----
$289.8
======
</TABLE>
The preliminary purchase price allocation may be revised up to one year
from the date of acquisition. Adjustments to the preliminary purchase price
allocation may occur as a result of obtaining more information regarding
asset valuations, liabilities assumed and revisions of preliminary
estimates of fair values made at the date of purchase. The Company is
evaluating how the acquired operations will be integrated into its overall
business strategy and is in the process of developing a plan for
restructuring those operations. It is possible that the integration plan,
when finalized, will impact the preliminary purchase price allocation.
The following unaudited pro forma data summarizes the results of operations
for the periods indicated as if the merger had been completed as of January
1, 1999. The pro forma data gives effect to actual operating results prior
to the merger and adjustments to interest expense, goodwill amortization
and income taxes. No effect has been given to cost reductions or operating
synergies in the pro forma data. The pro forma data amounts do not purport
to be indicative of the results that would have actually been obtained if
the merger had occurred as of the beginning of the periods presented or
that may be obtained in the future.
-12-
<PAGE> 13
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JULY 3, JULY 1, JULY 3, JULY 1,
1999 2000 1999 2000
-------------- ------------ ------------- --------------
<S> <C> <C> <C> <C>
Sales ................................ $ 132.5 136.3 $ 258.1 $ 264.8
Gross Profit ......................... 57.7 56.7 113.3 111.5
Operating Income (loss) .............. 8.9 (4.6) 20.2 2.3
Net Income (loss) .................... $ 3.2 $ (7.9) $ 5.9 $ (6.0)
Net Income (loss) per Share:
Basic ................................ $ .16 $ (.41) $ .31 $ (.31)
Diluted .............................. $ .16 $ (.41) $ .30 $ (.31)
Weighted Average Shares:
Basic ................................ 19,436,790 19,439,012 19,436,790 19,439,012
Diluted .............................. 19,565,765 19,439,012 19,704,966 19,439,012
</TABLE>
Included in operating income for the six months ended July 1, 2000 are
restructuring and other unusual charges of $13.1 million (after tax amount
of $10.7 million), management fees of $1.0 million (after tax amount of
$0.6 million) and patent litigation costs of $0.5 million (after tax amount
of $0.3 million). The unusual charges noted above include approximately
$800,000 in unusual selling, general and administrative expenses and $1.2
million in additional cost of sales resulting from reducing inventory to
its net realizable value. These items reduced diluted earnings per share by
$.59.
Included in operating income for the six months ended July 3, 1999 are
patent defense charges of $4.1 million (net of tax amount of $2.6 million)
and management fees of $1.4 million (net of tax amount of $0.9 million).
These items reduced diluted earnings per share by $.18.
The three months ended July 1, 2000 included $12.8 million in restructuring
and other unusual charges, patent litigation costs of $0.5 million and
management fees of $0.3 million. These items reduced diluted earnings per
share by $.56.
The three months ended July 3, 1999 include $4.1 million of patent defense
costs and $0.7 million of management fees. These items reduced diluted
earnings per share by $.16.
11. RESTRUCTURING AND OTHER CHARGES
In the first half of 2000, the Company adopted and implemented
restructuring plans which resulted in pre-tax charges of $10.8 million and
$0.3 million in the quarters ended July 1, 2000 and April 1, 2000,
respectively. The restructuring was primarily initiated to reorganize the
Company as a result of the merger transaction (see Note 10) and to increase
profitability by improving competitiveness and productivity.
The year to date charges recorded consisted of employee termination
benefits of $3.0 million, asset impairment charges of $7.0 million and
other costs of $1.1 million. The Company has accrued as part of the
purchase price for the merger costs of $5.2 million for severance and other
costs to exit certain activities (See Note 10). Management is in the
process of finalizing its plans to exit these activities. The employee
termination benefits relate primarily to severance and other benefits due
approximately to 95 research and development and administrative positions
and five executives in the Company. As of July 1, 2000, 63 employees had
been terminated pursuant to this plan. Through July 1, 2000, the Company
made payments against all restructuring and other reserves recorded of $1.1
million. The remaining reserves recorded in the accompanying consolidated
balance sheet at July 1, 2000 were $8.2 million.
-13-
<PAGE> 14
The asset impairment charges recorded relate principally to the write-off
of $6.2 million of goodwill associated with a business previously acquired
by SLC. The principal product of this acquired business related to the
intrusion control panel product line. Management has elected to discontinue
manufacturing and sale of this product in favor of a superior control panel
currently manufactured by the Company. Related to this decision, the
Company also recorded a charge of $1.0 million in cost of sales to reduce
inventory to its net realizable value.
12. NON-CASH INVESTING ACTIVITIES
The Company issued 15.2 million shares to Berwind in connection with the
merger transaction.
13. COMPREHENSIVE INCOME (LOSS):
Following is a summary of comprehensive income (loss) for the six months
ended July 1, 2000 and July 3, 1999:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
JULY 3, 1999 JULY 1, 2000
------------ ------------
<S> <C> <C>
Net Income (loss) $ 9.7 $ (43.6)
Currency translation adjustment (5.7) (3.1)
----- -----
Comprehensive income (loss) $ 4.0 $ (46.7)
====== =========
</TABLE>
-14-
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
ITI Technologies, Inc. (the "Company"), a Delaware corporation, was incorporated
in 1980. Pursuant to the terms of an Agreement and Plan of Merger and
Reorganization, the Company acquired all of the issued and outstanding stock of
SLC Technologies, Inc. ("SLC"), a wholly owned subsidiary of Berwind Group
Partners ("Berwind"), a private company. Since Berwind obtained a controlling
interest in the Company, the merger transaction was accounted for as a reverse
acquisition of ITI Technologies, Inc. by SLC (see discussion in Note 10 to the
consolidated financial statements), or an acquisition of the Company by SLC.
Accordingly, the financial statements of the Company consist of the historical
accounts of SLC with the results of the Company included beginning on May 2,
2000. Concurrently with the transaction, the Company changed its name to
Interlogix, Inc.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 1, 2000 AND JULY 3, 1999
AND FOR THE SIX MONTHS ENDED JULY 1, 2000 AND JULY 3, 1999
The following table illustrates for the periods indicated, the percentages
which certain items of income and expense are to net sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JULY 3, 1999 JULY 1, 2000 JULY 3, 1999 JULY 1, 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales.................................... 100.0% 100.0% 100.0% 100.0%
--------- ------------- ----------- -----------
Gross Profit............................. 42.6% 40.3% 43.1% 40.6%
Selling, General and Administrative...... 26.8% 27.4% 27.8% 28.4%
Research and Development................. 4.2% 4.9% 4.1% 4.9%
Amortization of Intangibles.............. 2.0% 3.7% 2.1% 3.2%
Acquired in process R&D.................. - 29.8% - 16.9%
Restructuring, and other charges......... - 8.5% - 4.9%
--------- ------------- ----------- -----------
Operating Income (loss).................. 9.6% (34.0)% 9.1% (17.7)%
Interest Expense, net.................... 1.2% 2.8% 1.1% 2.1%
Other (Income) Expense, net.............. (2.5%) 0.1% (1.1%) (0.9)%
--------- ------------- ----------- -----------
Income (Loss) Before Taxes............... 10.9% (36.9)% 9.1% (18.8)%
Income tax provision (benefit)........... 4.8% (1.1)% 4.2% 0.7%
--------- ------------- ----------- -----------
Net Income (loss)........................ 6.1% (35.8)% 4.9% (19.5)%
========= ============= =========== ===========
</TABLE>
-15-
<PAGE> 16
THREE AND SIX MONTHS ENDED JULY 1, 2000 COMPARED WITH THREE AND SIX MONTHS ENDED
JULY 3, 1999
Sales. Sales increased from $103.1 million for the three months ended July
3, 1999 to $126.9 million for the three months ended July 1, 2000, which
represents an increase of $23.8 million or 23.1%. Sales increased from $200.8
million for the six months ended July 3, 1999 to $223.8 million for the six
months ended July 1, 2000, which represents an increase of $23.0 million or
11.5%. The increase in sales is due primarily to the merger on May 2, 2000,
which contributed sales from the date of acquisition of $22.6 million for the
three and six months ended July 1, 2000. Excluding the $22.6 million of sales
added from the merger, sales would have increased by $1.2 million and $0.4
million for the three and six months ended July 1, 2000. Sales were negatively
impacted during the period due to foreign currency translation adjustments and
weakness in demand for corporate enterprise systems compared to 1999 where
customer demand was influenced in the prior year in anticipation of year 2000
issues. In addition, lower demand than expected by a major United States
distributor impacted sales. The impact of foreign currency adjustments reduced
sales by $4.3 million and $8.8 million for the three and six months ended July
1, 2000.
Gross Profit. Gross profit increased from $43.9 million for the three
months ended July 3, 1999 to $51.1 million for the three months ended July 1,
2000, which represents an increase of $7.2 million, or 16.4%. As a percentage of
sales, gross profit was 42.6% for the three months ended July 3, 1999 versus
40.3% for the three months ended July 1, 2000. Gross profit increased from $86.5
million for the six months ended July 3, 1999 to $91.0 million for the six
months ended July 1, 2000, which represents an increase of $4.5 million, or
5.2%. As a percentage of sales, gross profit was 43.1% for the six months ended
July 3, 1999 versus 40.6% for the six months ended July 1, 2000. The decrease in
gross profit as a percentage of sales is due to a combination of factors. These
factors include the write-off of inventory due to the decision to discontinue a
product (see Note 11 to the consolidated financial statements) and the
amortization of inventory write-up to fair value which had a combined impact of
$2.8 million. Product mix and the impact of currency fluctuations relating to
the current strength of the U.S. dollar to foreign currencies also impacted
gross profit.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $27.6 million for the three months ended
July 3, 1999 to $34.7 million for the three months ended July 1, 2000 which
represents an increase of $7.1 million or 25.7%. As a percentage of sales,
selling, general and administrative expenses were 26.8% for the three months
ended July 3, 1999 versus 27.4% for the three months ended July 1, 2000.
Selling, general and administrative expenses increased from $55.8 million for
the six months ended July 3, 1999 to $63.5 million for the six months ended July
1, 2000 which represents an increase of $7.7 million or 13.8%. As a percentage
of sales, selling, general and administrative expenses were 27.8% for the six
months ended July 3, 1999 versus 28.4% for the six months ended July 1, 2000.
The increase in selling, general and administrative expenses was due primarily
to the inclusion of ITI as a result of the merger which added $5.7 million of
expense. However, relative to sales, expenses have remained comparable for both
periods. Management fees paid to Berwind were $1.0 million and $1.4 million
during the six months ended July 1, 2000 and July 3, 1999. The fees paid to
Berwind ceased upon completion of the merger.
Research and Development Expenses. Research and development expenses
increased from $4.3 million for the three months ended July 3, 1999 to $6.2
million for the three months ended July 1, 2000 which represents an increase of
$1.9 million or 44.2%. As a percentage of sales, research and development
expenses were 4.2% for the three months ended July 3, 1999 versus 4.9% for the
three months ended July 1, 2000. Research and development expenses increased
from $8.3 million for the six months ended July 3, 1999 to $11.0 million for the
six months ended July 1, 2000 which represents an increase of $2.7 million or
32.5%. As a percentage of sales, research and development expenses were 4.1% for
the six months ended July 3, 1999 versus 4.9% for the six months ended July 1,
2000. The increase in research and development expenses is due to a combination
of the merger, which added $1.0 million of expense during the three and six
month period from the acquisition date, and investment in new product
development. The significant product development projects include: 1) a personal
digital assistant based platform that combines residential key access and real
estate agent productivity tools within one system, 2) an enhanced software
interface for the Windows NT platform which will allow networking of computers
within an access control system, and 3) an asset tracking and data management
system utilizing radio frequency identification technology.
Amortization of Intangible Assets. The amortization of intangible assets
increased from $2.1 million for the three months ended July 3, 1999 to $4.7
million for the three months ended July 1, 2000 which represents an increase of
$2.6 million or 125.1%. The amortization of intangible assets increased from
$4.2 million for the six
-16-
<PAGE> 17
months ended July 3, 1999 to $7.1 million for the six months ended July 1, 2000
which represents an increase of $2.9 million or 68%. The increase in
amortization of intangible assets is due principally to the addition of
approximately $222.8 million of intangible assets, including goodwill, as a
result of the merger. The intangible assets acquired include technology,
patents, trademarks and other intangible property and are being amortized over
their estimated useful lives ranging from 7 to 20 years. Additionally, an
acquisition in July 1999 contributed to the incremental amortization expense.
Acquired in-process R&D. The Company recorded a non-recurring charge of
$37.8 million related to the write-off of the purchased in-process research and
development acquired in the merger. The charge was recorded during the three
months ended July 1, 2000. The amount of the charge was based on the purchase
price allocation and a valuation of existing technology and technology in
process. The charge for the in-process research and development equaled its
estimated current fair value based on risk-adjusted cash flows of specifically
identified technologies for which technological feasibility has not been
established nor alternative uses exist.
Restructuring and Other Charges. Upon the completion of the merger, the
Company recorded a pre-tax charge of $11.1 million for costs and actions
designed to increase profitability by improving competitiveness and
productivity. The components of the restructuring charge include severance costs
of $3.0 million and other costs of $1.1 million. In addition, asset impairment
charges of $7.0 million principally relate to the elimination of redundant
product lines. Planned workforce reduction consisted of approximately 100
positions primarily in research and development and administration of which 63
positions have been eliminated as of July 1, 2000. Through July 1, 2000, the
Company made payments of $1.1 million related to the restructuring and other
charges recorded.
Net Interest Expense. Net interest expense increased from $1.2 million for
the three months ended July 3, 1999 to $3.5 million for the three months ended
July 1, 2000, which represents an increase of $2.3 million or 191.2%. Net
interest expense increased from $2.3 million for the six months ended July 3,
1999 to $4.7 million for the six months ended July 1, 2000, which represents an
increase of $2.4 million or 104.8%. The increase in interest expense is due to
increased borrowings of $174.0 million used to finance the incremental debt
associated with the merger.
Other Income, Net. Other income, net of other expense, for the three months
ended July 3, 1999 was net income of $2.6 million versus a net expense of $0.2
million for the three months ended July 1, 2000. Other income net of other
expense for the six months ended July 3, 1999 was $2.3 million versus $2.1
million for the six months ended July 1, 2000. The primary contributor to other
net income is from the settlement of independent patent infringement lawsuits in
1999 and 2000.
Income Tax Provision (Benefit). Income tax expense was $5.0 million for the
three months ended July 3, 1999 compared to a benefit of $1.3 million for the
three months ended July 1, 2000, which represents a decrease of $6.3 million.
Income tax expense decreased from $8.5 for the six months ended July 3, 1999 to
$1.5 million for the six months ended July 1, 2000, which represents a decrease
of $7.0 million. The decrease in income tax expense is attributed primarily to
the tax benefit related to the restructuring charge recorded during the six
months ended July 1, 2000. The effective tax rate was 2.7% and (3.6)% for the
three and six month periods ended July 1, 2000, compared to effective tax rates
of 44.2% and 46.7% for the three and six month periods ended July 3, 1999. The
effective tax rate in 2000 is affected by the increase in non-deductible charges
for goodwill and the acquired research and development related to the merger
transaction. Generally, the Company's effective tax rate differs from the
statutory rate on ordinary income due to different tax rates applicable to
foreign income, amortization of non-deductible goodwill, state income taxes and
recognition of tax credits.
SEGMENT REPORTING
Sales. Net customer sales for the Americas increased from $125.5 million to
$146.2 million due to the inclusion of ITI results from the merger date.
Adversely influencing sales in the Americas was an inventory stock level
adjustment by a major customer of intrusion and fire systems. In addition,
weakness in demand for electronic access control equipment to corporate
enterprise customers impacted sales performance. Net shipments for Europe of
$67.9 million were $3.0 million lower than the comparative period. Excluding the
impact of foreign currency translation adjustments of $8.8 million, sales growth
was 8.1% as compared to 1999.
Operating Income. Operating income for the Americas of $17.6 million, or
11.0% of sales, compares with $18.5 million, or 13.3%, for the first six months
of 1999. Adversely impacting operating margins in 2000 were
-17-
<PAGE> 18
reduced demand for electronic access control systems, increased customer support
costs and product mix. In addition, increased expenses were directed at the
market introduction of several new products. These products include a personal
digital assistant based platform that combines residential key access and real
estate productivity tools and an asset tagging system utilizing radio frequency
identification technology.
Operating income for Europe was $5.3 million, or 7.7% of sales. While the
European operation has local manufacturing capability, several product lines are
sourced from the U.S. The impact of the strengthening U.S. dollar on sourcing
from the U.S. and the translation of foreign currency denominated results to the
U.S. dollar has adversely impacted operating income by approximately $2.5
million. During 1999, spending was directed at building a technical support
infrastructure to provide local support for the corporate enterprise systems
business in Europe. This has resulted in increased operating expenses for the
European operation.
LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA
Cash flow from operations, supplemented with proceeds from debt financing
historically has provided funding for the Company's capital spending and
acquisition objectives. Cash flow from operations and financing activities are
expected to meet the Company's resource requirements.
CAPITAL EXPENDITURES
Capital expenditures for the six months ended July 1, 2000 were $8.7
million versus $10.3 million for the six months ended July 3, 1999. In 1999, the
Company completed the implementation of a common information technology platform
for the U.S. operations and invested in leasehold improvements related to two
operating units moving into new facilities.
FINANCING AND CAPITAL STRUCTURE
The Company entered into a $325 million senior, first priority, secured
facility provided by a revolving facility in the amount of $225 million and a
term facility in the amount of $100 million. At July 1, 2000, the Company had
$72 million available to borrow under the revolving facility, and the full
amount available under the term facility of $100 million had been borrowed. The
credit facility also includes up to $10 million for letters of credit.
The new credit facilities bear interest, at the discretion of Interlogix,
at either (a) the greater of the prime rate, or the federal funds effective rate
plus 0.5%, or (b) Libor plus, a margin of 0.25% to 1.75% based on the Company's
leverage ratio. These credit facilities also contain financial and operating
covenants and other restrictions with which the Company must comply.
WORKING CAPITAL
Working capital, excluding cash, at July 1, 2000 was $99.8 million compared
to $49.1 million, an increase of $50.7 million. The increase in working capital
is due primarily to accounts receivable of $21.2 million and inventory of $23.9
million acquired in the merger.
NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or a liability measured at fair value. SFAS No.
133 requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. This Statement is
effective for fiscal years beginning after June 15, 2000 and will be reflected
in the Company's financial statement beginning with the first quarter of 2001.
The transition adjustment resulting from adopting this Statement shall be
reported in net income or other comprehensive income, as appropriate, as the
cumulative effect of a change in accounting principle.
Interlogix has not yet quantified the impacts of adopting the SFAS No. 133
on the financial statements or the risk management processes.
-18-
<PAGE> 19
FORWARD-LOOKING STATEMENTS
This discussion contains forward-looking statements relating to the
financial condition, results of operations, plans, objectives, future
performance and business of Interlogix. These statements include, without
limitation, statements preceded by, followed by or that include the words
"believes," "expects," "anticipates," "estimates" or similar expressions. These
forward-looking statements involve risks and uncertainties. Actual results may
differ materially from those contemplated by the forward-looking statements due
to factors discussed in Item 1 including the following:
- uncertainties in realizing synergies of the merger;
- increases in competitive pressures among intrusion, fire protection, access
control and integrated system companies;
- changes in or unexpected unfavorable general economic conditions in the
states or countries in which Interlogix is doing business;
- change in currency exchange rates, particularly between the U.S. Dollar and
the Euro;
- legislative or regulatory changes that adversely affect the businesses in
which Interlogix is engaged;
- difficulties in the technical, operational and/or strategic integration of
Interlogix; and
- obsolescence of the technology of Interlogix.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates and
foreign exchange rates. From time to time the Company utilizes interest rate
swap agreements and forward exchange agreements to hedge a portion of these
exposures. As of July 1, 2000 the Company was a party to interest rate swap
agreements and was not a party to any foreign exchange agreements. The Company
does not use derivatives or other financial instruments for trading purposes.
Management of the Company believes the risk of incurring material losses related
to credit risk is remote.
The Company's derivative and other financial instruments consist of
long-term debt (including current portion), interest rate swaps, foreign
exchange-forward contracts, and foreign exchange-option contracts. At July 1,
2000 substantially all of the Company's debt was variable rate, however, $30
million of this debt has been effectively fixed with an interest rate swap. The
Company receives floating rate amounts in exchange for fixed rate interest
payments. The weighted average rate for the fixed rate payments is 5.86%. These
swap contracts in effect at July 1, 2000, mature in 2005. A change in the
interest rates on the variable portion of the debt portfolio impacts interest
incurred and cash flows but does not impact the net financial instrument
position. An increase of one percentage point in the effective interest rate on
the Company's variable rate debt would increase the Company's interest expense
by $ 2.2 million per year, based on the current level of variable debt
outstanding. At July 1, 2000, the Company had borrowings of $253.0 million and
$72.0 million available under its $325.0 million credit facility. At July 1,
2000, the interest rate charged for borrowings under the credit facility was
8.2%.
FOREIGN CURRENCY EXCHANGE RATE RISK
The Company is exposed to market risk from changes in foreign exchange
rates. The primary currencies for which the Company has foreign currency
exchange rate exposure are the U.S. dollar versus the Euro, Irish pound, Dutch
guilder, French franc, Australian dollar, and German mark. Foreign currency debt
and foreign exchange forward contracts are occasionally used in countries where
it does business, thereby reducing the Company net asset exposure. Foreign
exchange forward and option contracts are used on occasion to hedge firm and
highly anticipated foreign currency cash flows. At July 1, 2000, the Company was
not a party to any material foreign currency hedging instruments.
-19-
<PAGE> 20
INFLATION
The financial statements are presented on a historical cost basis and do
not fully reflect the impact of prior years' inflation. While the U.S. inflation
rate has been modest for several years, the Company operates in many
international areas with both inflation and currency issues. The ability to pass
on inflation costs is an uncertainty due to general economic conditions and
competitive situations. It is estimated that the cost of replacing the Company's
plant and equipment today is greater than its historical cost. Accordingly,
depreciation expense would be greater if the expense were stated on a current
cost basis.
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<PAGE> 21
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently a party to any material legal
proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In connection with the merger between ITI Technologies, Inc. and SLC
Technologies, Inc., Interlogix amended its Certificate of Incorporation in order
to increase the authorized number of shares of common stock from 30,000,000 to
60,000,000.
The principal purpose of the amendment was to provide a sufficient
number of shares of common stock for issuance to SLC's sole stockholder in the
merger and to authorize additional shares of common stock that may be issued
upon approval by the board of directors of Interlogix without requiring
stockholder approval in order to accommodate further issuances under employee
benefits plans, for future equity financing, if any, and for use in connection
with other acquisitions, if any.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 2, 2000 of the Company submitted the Agreement and Plan of Merger
and Reorganization, dated as of September 28, 1999, as amended March 9, 2000
between ITI and SLC Technologies, Inc., and the merger of SLC into ITI, to a
vote of its security holders at a special meeting.
By voting upon the approval of the merger between ITI and SLC, the security
holders also approved amendments to ITI's Certificate of Incorporation to change
the name of ITI to Interlogix, Inc., the election of new members to the Board of
Directors, to increase the number of authorized shares of ITI common stock to
60,000,000 and to opt out of Section 203 of the Delaware General Corporation
Law.(1) In addition, the Company submitted the Interlogix, Inc. 2000 Stock
Incentive Plan to its shareholders for their approval, which was obtained on May
2, 2000.(2)
<TABLE>
<CAPTION>
Item (1)
Votes For (% of shares represented) Votes Against Votes Abstained
----------------------------------- ------------- ---------------
<S> <C> <C>
6,514,889 (76.32%) 16,754 4,625
</TABLE>
<TABLE>
<CAPTION>
Item (2)
Votes For (% of shares represented) Votes Against Votes Abstained
----------------------------------- ------------- ---------------
<S> <C> <C>
5,485,218 (64.25%) 1,038,730 12,320
</TABLE>
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following exhibits are filed herewith:
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<PAGE> 22
3.1 Certificate of Amendment, dated May 2, 2000, to the
Company's Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Company's Form 8-K, filed
with the Securities and Exchange Commission on May 12,
2000).
4.1 Voting Agreement, by and among Berwind Group Partners,
Thomas L. Auth and MLGA Fund II, L.P., dated as of May 2,
2000 (incorporated by reference to Exhibit 4.1 of the
Company's Form 8-K, filed with the Securities and Exchange
Commission on May 12, 2000).
10.1 Employment Agreement, by and among Thomas L. Auth and ITI
Technologies, Inc., dated as of September 28, 1999.
10.2 Separation Agreement, by and among Thomas L. Auth and the
Company, dated as of June 29, 2000.
10.3 Credit Agreement, by and among SLC Technologies, Inc., PNC
Bank, The Bank of Nova Scotia, First Union National Bank,
The Chase Manhattan Banks, National City Bank of
Pennsylvania, Sun Trust Bank, Atlanta, The Bank of New York,
Bank of America, N.A., Summit Bank, Commercial Bank, the
Banks named therein and the Borrowers from time to time
party thereto, dated as of November 17, 1999.
10.4 Assumption Agreement, by the Registrant, delivered to PNC
Bank, National Association, as Administration agent, dated
as of May 2, 2000.
27.1 Financial Data Schedule.
99.1 Interlogix, Inc. 2000 Stock Incentive Plan (incorporated by
reference to Exhibit 99.1 of the Company's Form S-8, filed
with the Securities and Exchange Commission on May 11,
2000).
99.2 SLC Technologies, Inc. Stock Option Plan (incorporated by
reference to Exhibit 99.2 of the Company's Form S-8, filed
with the Securities and Exchange Commission on May 11,
2000).
b. Reports on Form 8-K
Reports on Form 8-K were filed during the second quarter of 2000
as follows:
(1) Report pursuant to Item 4. Changes in Registrant's
Certifying Accountant, dated May 2, 2000 (filed May 9,
2000).
(2) Report pursuant to Item 1. Changes in Control of Registrant
and Item 2. Acquisition or Disposition of Assets, dated May
2, 2000 (filed May 12, 2000), amended July 7, 2000. Audited
consolidated financial statements of SLC Technologies, Inc.
as of December 31, 1999 and 1998 and for the three years
ended December 31, 1999; and unaudited pro forma combined
consolidated financial statements of ITI Technologies, Inc.
and SLC Technologies, Inc., as of and for the year ended
December 31, 1999 were filed with such report.
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<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERLOGIX, INC.
By: /s/ Kenneth L. Boyda
----------------------------
Kenneth L. Boyda
President and Chief
Executive Officer
(principal executive officer)
By: /s/ John R. Logan
----------------------------
John R. Logan
Senior Vice President and Chief
Financial Officer
(principal financial and accounting
officer)
DATED: August 15, 2000
---------------------------
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
3.1 Certificate of Amendment, dated May 2, 2000, to the
Company's Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Company's Form 8-K, filed
with the Securities and Exchange Commission on May 12,
2000).
4.1 Voting Agreement, by and among Berwind Group Partners,
Thomas L. Auth and MLGA Fund II, L.P., dated as of May 2,
2000 (incorporated by reference to Exhibit 4.1 of the
Company's Form 8-K, filed with the Securities and Exchange
Commission on May 12, 2000).
10.1 Employment Agreement, by and among Thomas L. Auth and ITI
Technologies, Inc., dated as of September 28, 1999.
10.2 Separation Agreement, by and among Thomas L. Auth and the
Company, dated as of June 29, 2000.
10.3 Credit Agreement, by and among SLC Technologies, Inc., PNC
Bank, The Bank of Nova Scotia, First Union National Bank,
The Chase Manhattan Banks, National City Bank of
Pennsylvania, Sun Trust Bank, Atlanta, The Bank of New York,
Bank of America, N.A., Summit Bank, Commercial Bank, the
Banks named therein and the Borrowers from time to time
party thereto, dated as of November 17, 1999.
10.4 Assumption Agreement, by the Registrant, delivered to PNC
Bank, National Association, as Administration agent, dated
as of May 2, 2000.
27.1 Financial Data Schedule.
99.1 Interlogix, Inc. 2000 Stock Incentive Plan (incorporated by
reference to Exhibit 99.1 of the Company's Form S-8, filed
with the Securities and Exchange Commission on May 11,
2000).
99.2 SLC Technologies, Inc. Stock Option Plan (incorporated by
reference to Exhibit 99.2 of the Company's Form S-8, filed
with the Securities and Exchange Commission on May 11,
2000).
</TABLE>
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