-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3d2QAPkM0qtpd0FraQzf7GNn2H4Jy9q7aNvjqCSF9rHgwiEUSUnd6rMLC39KELK PdMhZUuvrM5rSa2kA/9QAg== 0000915656-03-000025.txt : 20030505 0000915656-03-000025.hdr.sgml : 20030505 20030505172721 ACCESSION NUMBER: 0000915656-03-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030505 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUDYNE CORP CENTRAL INDEX KEY: 0000022912 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 231408659 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29798 FILM NUMBER: 03682744 BUSINESS ADDRESS: STREET 1: 7249 NATIONAL DRIVE CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 4107120275 MAIL ADDRESS: STREET 1: 7249 NAITONAL DRIVE CITY: HANOVER STATE: MD ZIP: 21076 FORMER COMPANY: FORMER CONFORMED NAME: CDC CONTROL SERVICES INC DATE OF NAME CHANGE: 19680510 8-K 1 eightk.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934 Date of Report May 5, 2003 COMPUDYNE CORPORATION --------------------- (Exact name of registrant as specified in its charter) NEVADA ------ (State or other jurisdiction of incorporation or organization) 0-29798 23-1408659 ------- ---------- (Commission File Number) (I.R.S. employer identification number) 7249 National Drive Hanover, Maryland 21076 ----------------- ----- (Address of principal executive office) (Zip code) Registrant's telephone number, including area code (410) 712-0275 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION In its press release of today's date attached hereto as Exhibit 99, the Registrant announced its unaudited results of operations for the quarter ending, and its financial condition as at, March 31, 2003. Non-GAAP Measure The press release contains financial information that is not prepared in accordance with generally accepted accounting principals (GAAP). Investors are cautioned that the non-GAAP financial measures are not to be construed as an alternative to GAAP. The Company's management uses EBITDA (earnings before interest, taxes, depreciation and amortization) in its internal analysis of net income and monitors it to ensure compliance with certain covenants under the Company's credit facility. Management believes that EBITDA provides useful information to investors for meaningful comparison to prior periods and analysis of the critical components of its results of its operations. Management also believes that EBITDA is a valuable financial measure to investors because it allows them to monitor the Company's compliance with certain covenants under its credit facility. Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. Date: May 5, 2003 COMPUDYNE CORPORATION By: /s/ Geoffrey F. Feidelberg -------------------------- Geoffrey F. Feidelberg Its: Chief Financial Officer INDEX TO EXHIBITS Exhibit 99 - Earnings Report Press Release of May 5, 2003 EX-99 3 pressrelease.txt FOR IMMEDIATE RELEASE Investor Relations (410) 712-0275 mailto:Margaret.Johns@CompuDyne.com - ----------------------------------- COMPUDYNE REPORTS EPS OF $0.12 FOR FIRST QUARTER, 2003; REVENUES HIT RECORD $46.8 MILLION; BACKLOG AT $184 MILLION ---------------------------------------------------------- HANOVER, MD - May 5, 2003 - CompuDyne Corp. (Nasdaq: CDCY) the industry leader in sophisticated security products, integration and technology for the public security markets, today reported earnings per share of $0.12 for the first quarter of 2003, up from $0.11 for the first quarter of 2002. The Company had 827 thousand more shares outstanding during the 2003 period on a fully diluted basis. Revenues were a record $46.8 million for the first quarter of 2003 versus $30.5 million for the first quarter of 2002. Of the 2003 revenue increase, $10.4 million was attributable to the acquisition of Tiburon. Net income was $942 thousand in the first quarter of 2003 versus $781 thousand in 2002. Included in operating expenses for the first quarter of 2003 is a non-cash purchase accounting amortization and depreciation charge of $243 thousand. Backlog was $184.1 million, up $67.9 million from March 31, 2002 (of which $60.0 million is attributable to the Tiburon acquisition), but down $20.2 million from December 31, 2002. The first quarter of 2003 benefited from the acquisition of Tiburon, which was completed in May of 2002 and is included in the Company's Public Safety and Justice segment. Although this segment attained a modest pre-tax income, revenues and margins are not yet at acceptable levels. Record levels of awards have been signed as contracts in recent months, which should result in meaningful increases in revenues and pre-tax income for this segment. This will be attained to a modest extent in the second quarter, with increasing momentum in the second half of 2003. Bidding and award activity remains quite strong despite industry challenges related to tight City and County budgets. Backlog ended the quarter at $66.0 million. Institutional Security Systems ("ISS") had a solid 2003 first quarter, with revenues increasing 16% over the first quarter of 2002. Bidding activity however has been weak in recent months, partly due to seasonal factors and partly due to tight State and Local budgets. This slowdown in new awards will be felt during 2004 unless significant success is attained in winning some shorter duration contracts, several of which are being pursued. ISS backlogs declined $7.9 million during the first quarter of 2003. Pre-tax income declined 35% for the first quarter of 2003 compared to the comparable period of 2002, largely a result of working off some lower margin West Coast regional office contracts. Attack Protection is benefiting from improved controls over costs and quality. During the month of March 2003 the Attack Protection segment responded to a record level of proposals for new embassy construction. Revenue for the first quarter of 2003 increased 35% over the first quarter of 2002, while pre-tax income reached $562 thousand versus $7 thousand for the first quarter of 2002. The new plant is achieving better utilization levels and is operating more efficiently than was the case throughout 2002. Fiber SenSys continues to experience high acceptance levels for its state-of-the-art fiber optic perimeter sensors, with a large order shipped during the months of March and April 2003, destined for CENTCOM in the Middle East. Attack Protection backlogs decreased by $3.7 million during the first quarter of 2003. Federal Security Systems ("FSS") experienced revenue gains in the first quarter of 2003, which was an 18% increase over the first quarter of 2002. Pre-tax income for the first quarter of 2003 increased over 300% compared to the first quarter of 2002. FSS backlogs increased slightly during the quarter to $11.7 million compared to backlogs of $11.4 million for the first quarter of 2002. Of particular importance for FSS is the growing acceptance of its greatly advanced signals intercept product, the Model 7500. Significant orders are expected for this product. CompuDyne continues to improve its financial flexibility through internal cash generation from operations and from significantly tighter controls over accounts receivable and costs in excess of billings. During the first quarter of 2003 total debt declined by $7.4 million, decreasing from $27.5 million at December 31, 2002 to $20.1 million at March 31, 2003. EBITDA was $2.8 million for the first quarter of 2003. "The solid results for the first quarter of 2003 represent a strong recovery from the problems experienced in the second half of 2002" said Martin Roenigk, Chairman and CEO. "While we were still negatively impacted by some low margin West Coast Institutional Security Systems contracts during the first quarter, and Public Safety and Justice was just beginning to ramp up revenues against its strong backlog, the results are satisfying. Earnings are on track with our earlier estimate that we expect to earn in excess of $0.60 per share in 2003, which would represent record earnings on our higher number of shares outstanding." Certain statements made in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including those statements concerning the Company's expectations with respect to future operating results and other events. Although the Company believes it has a reasonable basis for these forward-looking statements, these statements involve risks and uncertainties that cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors which could cause actual results to differ from expectations include, among others, capital spending patterns of the security market, the Company's ability to secure new contracts and the risks inherent in CompuDyne's business and future uncertainties which are further described in its filings with the Securities and Exchange Commission, such as the Company's Form 10-K, Form 10-Q, and Form 8-K reports. COMPUDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, ASSETS 2003 2002 ---- ---- (dollars in thousands) Current Assets Cash and cash equivalents $ 1,335 $ 1,274 Accounts receivable, net 42,536 45,168 Contract costs in excess of billings 16,477 18,297 Inventories 5,521 6,401 Deferred tax assets 1,220 1,220 Prepaid expenses and other 2,017 2,510 ------ ------ Total Current Assets 69,106 74,870 Property, plant and equipment, net 11,675 12,171 Goodwill and intangible assets, net 28,236 32,109 Deferred tax assets 978 987 Other 669 667 ------- ------- Total Assets $ 110,664 $ 120,804 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilitie $ 22,788 $ 22,235 Billings in excess of contract costs incurred 13,350 13,602 Deferred revenue 5,553 5,812 Current portion of notes payable 2,402 2,402 ------ ------ Total Current Liabilities 44,093 44,051 Notes payable 17,692 25,108 Deferred tax liabilities 2,114 2,114 Other 303 327 ------ ------ Total Liabilities 64,202 71,600 ------ ------ Commitments and contingencies Total Shareholders' Equity 46,462 49,204 ------- ------- Total Liabilities and Shareholders' Equity $ 110,664 $ 120,804 ======= =======
Certain prior years numbers have been reclassified to conform to the current year's format COMPUDYNE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2003 2002 ---- ---- (in thousands, except share and per share data) Net sales $ 46,767 $ 30,490 Cost of goods sold 34,984 24,495 ------- ------- Gross profit 11,783 5,995 Operating expenses 7,744 4,519 Research and development 1,862 7 Amortization and depreciation of purchase accounting intangibles 243 - ------- ------- Operating income 1,934 1,469 Total other expense 362 251 ------- ------- Income before income taxes 1,572 1,218 Income taxes 630 437 ------- ------- Net income $ 942 $ 781 ======= ======= Earnings per share: - ------------------ Basic earnings per share $ .12 $ .12 ======= ======= Weighted average number of common shares outstanding 7,822 6,673 ======= ======= Diluted earnings per share $ .12 $ .11 ======= ======= Weighted average number of common shares and equivalents 8,073 7,246 ======= =======
COMPUDYNE CORPORATION AND SUBSIDIARIES CONDENSED FINANCIAL DATA (unaudited) Three Months Ended March 31, 2003 2002 ---- ---- (in thousands) Net sales Public Safety and Justice $ 11,487 $ 1,128 Institutional Security Systems 23,448 20,220 Attack Protection 8,343 6,174 Federal Security Systems 3,489 2,968 ------ ------ $ 46,767 $ 30,490 ====== ====== Three Months Ended March 31, 2003 2002 ---- ---- (in thousands) Pre-tax income Public Safety and Justice $ 68 $ 2 Institutional Security Systems 737 1,138 Attack Protection 562 7 Federal Security Systems 207 49 Corporate (2) 22 ------ ------ $ 1,572 $ 1,218 ====== ====== March 31, December 31, 2003 2002 ---- ---- (in thousands) Backlog Public Safety and Justice $ 66,007 $ 74,867 Institutional Security Systems 91,602 99,527 Attack Protection 14,827 18,478 Federal Security Systems 11,667 11,440 ------- ------- $ 184,103 $ 204,312 ======= =======
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES March 31, 2003 -------------- (in thousands) Net income $ 942 Tax expense 630 Interest expense 378 Purchase accounting depreciation and amortization 243 Other depreciation and amortization 653 ------ EBITDA $ 2,846 ====== -----END PRIVACY-ENHANCED MESSAGE-----