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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
AMENDMENT NO. 2
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FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 0-22810
_____________
MACE SECURITY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 03-0311630
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1000 CRAWFORD PLACE, SUITE 400 08054
MT. LAUREL, N.J. (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (856) 778-2300
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) of THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
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Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on June 30, 2004 was approximately $63,196,000. Such aggregate
market value was computed by reference to the closing price of the common stock
as reported on the Nasdaq National Market on June 30, 2004. For purposes of
determining this amount only, Registrant has defined affiliates as including (a)
the executive officers and directors of Registrant on June 30, 2004, and (b)
each stockholder that had informed Registrant that it was the beneficial owner
of 10% or more of the outstanding common stock of Registrant on June 30, 2004.
The number of shares of Common Stock, par value $.01 per share, of the
Registrant outstanding as of September 20, 2004 was 14,210,885.
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INDEX TO FORM 10-K/A - PART II
PART II - Item 7 Management's Discussion and Analysis of Financial Conditions
and Results of Operations.
PART II - Item 8 Financial Statements and Supplementary Data.
PART III - Item 15 Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A constitutes Amendment No. 2 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2003.
This Annual Report on Form 10-K/A is being filed solely to (i) amend and restate
Part II - Item 7 Management's Discussion and Analysis of Financial Conditions
and Results of Operations and (ii) amend the Financial Statements called for in
Item 8, specifically Footnotes 5, 10 and 21 to the Consolidated Financial
Statements, which were previously filed with the Commission as part of the
Annual Report on Form 10-K for the year ended December 31, 2003 filed on March
15, 2004. Except for the additional information included in Item 7, Item 8 and
Item 15, this Amendment does not update information that was presented in the
Company's original Annual Report on Form 10-K to reflect recent developments
that have occurred since that date. Additional information about the Company can
be found in other filings it has made with the Commission. This Form 10-K/A has
been filed by the Company in response to a review by the Securities and Exchange
Commission of the Company's 1934 Securities Exchange Act filings.
PART II - ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion reviews our operations for each of the three years in
the period ended December 31, 2003, and should be read in conjunction with our
Consolidated Financial Statements and related notes thereto included elsewhere
herein.
The following discussion includes Forward-Looking Statements. The accuracy of
such statements depends upon a variety of factors that may affect our business
and operations. Certain of these factors are discussed under Description of
Business - Factors Influencing Future Results and Accuracy of Forward-Looking
Statements included in Item 1 of this report.
SUMMARY OF CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations
are based upon the Company's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the Company to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities at the date of the Company's financial
statements. Actual results may differ from these estimates under different
assumptions or conditions.
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties,
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and potentially result in materially different results under different
assumptions and conditions. The Company's critical accounting policies are
described below.
REVENUE RECOGNITION
Revenues from the Company's Car and Truck Wash Segment are recognized, net of
customer coupon discounts, when services are rendered or fuel or merchandise is
sold. The Company records a liability for gift certificates, ticket books, and
seasonal and annual passes sold at its car care locations but not yet redeemed.
The Company estimates these unredeemed amounts based on gift certificate and
ticket book sales and redemptions throughout the year as well as utilizing
historical sales and redemption rates per the car washes' point-of-sale systems.
Seasonal and annual passes are amortized on a straight-line basis over the time
during which the passes are valid.
Revenues from the Company's Security Products Segment are recognized when
shipments are made, or for export sales when title has passed. Shipping and
handling charges are included in revenues and cost of goods sold.
COSTS OF TERMINATED ACQUISITIONS
Our policy is to charge as an expense any previously capitalized expenditures
relating to proposed acquisitions that in management's current opinion will not
be consummated.
DEFERRED REVENUE
The Company records a liability for gift certificates, ticket books, and
seasonal and annual passes sold at its car care locations but not yet redeemed.
The Company estimates these unredeemed amounts based on gift certificates and
ticket book sales and redemptions throughout the year as well as utilizing
historical sales and tracking of redemption rates per the car washes' point- of-
sale systems. Seasonal and annual passes are amortized on a straight-line basis
over the time during which the passes are valid.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, we periodically review the carrying value of our long-lived
assets held and used, and assets to be disposed of, when events and
circumstances warrant such a review. We evaluate the carrying value of
long-lived assets for potential impairment on a reporting unit basis using
undiscounted after-tax estimated cash flows or on an individual asset basis if
the asset is held for sale. See Note 17 of the Notes to Consolidated Financial
Statements for information regarding impairment charges incurred with respect to
one full service car wash site in our Texas region and two car wash sites in our
Arizona region.
GOODWILL
Prior to 2002, goodwill was amortized on a straight-line basis over 25 years.
On January 1, 2002, the Company adopted SFAS 142, Goodwill and Other Intangible
Assets, and as required, discontinued amortization of goodwill acquired prior to
July 1, 2001. Additionally, SFAS 142 required that,
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within six months of adoption, the first phase of the goodwill transitional
impairment testing be completed at the reporting unit level as of the date of
adoption. SFAS 142 requires that any goodwill impairment loss recognized as a
result of initial application be reported in the first interim period of
adoption as a change in accounting principle and that the income per share
effects of the accounting change be separately disclosed. The transitional
impairment testing was completed during the third quarter of 2002 and as of
January 1, 2002 (See Note 3 of the Notes to Consolidated Financial Statements).
In accordance with SFAS 142, the Company also completed annual impairment tests
as of November 30, 2003, and 2002, and will be subject to an impairment test
each year thereafter and whenever there is an impairment indicator. Significant
estimates and assumptions are used in assessing the fair value of the reporting
units and determining impairment to goodwill (See Note 3 of the Notes to
Consolidated Financial Statements). Adverse business conditions could impair
recoverability of goodwill in the future and accordingly, the Company cannot
guarantee that there will not be impairments in subsequent years.
OTHER INTANGIBLE ASSETS
Other intangible assets consist primarily of deferred financing costs,
trademarks, and establishing a registered national brand name. Prior to 2002,
our trademarks and brand name were amortized on a straight line basis over 15
years. In accordance with SFAS 142, Goodwill and Other Intangible Assets, our
trademarks and brand name are considered to have indefinite lives, and as such,
are no longer subject to amortization. These assets will be tested for
impairment annually and whenever there is an impairment indicator. Deferred
financing costs are amortized on a straight-line basis over the terms of the
respective debt instruments. Customer lists and non-compete agreements are
amortized on a straight-line basis over their respective estimated useful lives.
INCOME TAXES
Deferred income taxes are determined based on the difference between the
financial accounting and tax bases of assets and liabilities. Deferred income
tax expense (benefit) represents the change during the period in the deferred
income tax assets and deferred income tax liabilities. Deferred tax assets
include tax loss and credit carry forwards and are reduced by a valuation
allowance if, based on available evidence, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
INTRODUCTION
REVENUES
CAR AND TRUCK WASH SERVICES
We own full service, exterior only and self-service car wash operations in New
Jersey, Pennsylvania, Delaware, Texas, Florida and Arizona, as well as truck
washes in Arizona, Indiana, Ohio and Texas. We earn revenues from washing and
detailing automobiles; performing oil and lubrication services, minor auto
repairs, and state inspections; selling fuel; and selling merchandise through
convenience stores within the car wash facilities. Revenues generated for 2003
for the Car and Truck Wash Segment were comprised of approximately 82% car wash
and detailing, 10% lube and other automotive services, and 8% fuel and
merchandise.
The majority of revenues are collected in the form of cash or credit card
receipts, thus minimizing customer accounts receivable.
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Weather can have and has had a significant impact on volume at the individual
locations. The strength of the economy also has a significant impact on the
volume at the car wash locations. We believe that the geographic diversity of
our operating locations mitigates but does not remove the risks of adverse
weather-related influence on our volume.
SECURITY PRODUCTS
During 2001, and for the first four months of 2002, the Company was paid $20,000
per month under a Management Agreement pursuant to which Mark Sport, an entity
controlled by Jon E. Goodrich, a director of the Company through December, 2003,
operated the Security Products Segment. Effective May 1, 2002, the Management
Agreement expired and the Company recommenced operation of the Security Products
Segment. Prior to the acquisition of the assets and operations of Micro-Tech,
the Company operated its Security Products Segment solely as the Consumer
Products Division. The Company's Consumer Products operations manufacture and
market personal safety, and home and auto security products which are sold
through retail stores, major discount stores, domestic and international
distributors, and at the Company's car care facilities.
With the acquisition on August 12, 2002 of certain of the assets and operations
of Micro-Tech, a manufacturer and retailer of electronic security and
surveillance devices, the Company added an additional division, the Electronic
Surveillance Products Division, to its Security Products Segment. The Company
has added security cameras, closed-circuit monitors, digital video recording
devices and related electronic security components to its line of well-known
personal security products. The Company is purchasing these items for resale
from OEM manufacturers.
COST OF REVENUES
CAR AND TRUCK WASH SERVICES
Cost of revenues consists primarily of direct labor and related taxes and
benefits, certain insurance costs, chemicals, wash and detailing supplies, rent,
real estate taxes, utilities, car damages, maintenance and repairs of equipment
and facilities, as well as the cost of the fuel and merchandise sold.
SECURITY PRODUCTS
During 2001, and for the first four months of 2002, the Security Products
Segment was operated under a Management Agreement by Mark Sport. Accordingly,
during that time, no costs were incurred by the Company. Cost of revenues within
the Security Products Segment consists primarily of costs to purchase or
manufacture the security products including direct labor and related taxes and
benefits, and raw material costs. Product return and warranty costs related to
the electronic security surveillance product business have been minimal in that
the majority of customer product warranty claims are reimbursed by the
manufacturer.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses consist primarily of management,
clerical and administrative salaries, professional services, insurance premiums,
sales commissions, and costs relating to marketing and sales.
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We capitalize direct incremental costs associated with acquisitions. Indirect
acquisition costs, such as executive salaries, corporate overhead, public
relations, and other corporate services and overhead are expensed as incurred.
The Company also charges as an expense any capitalized expenditures relating to
proposed acquisitions that will not be consummated.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization consists primarily of depreciation of buildings
and equipment, and amortization of certain intangible assets. Buildings and
equipment are depreciated over the estimated useful lives of the assets using
the straight-line method. Intangible assets, other than goodwill or intangible
assets with indefinite useful lives, are amortized over their useful lives
ranging from three to 15 years, using the straight-line method. In 2001,
goodwill was amortized using the straight-line method over 25 years. With the
adoption of SFAS 142 on January 1, 2002, we no longer amortize goodwill and
certain intangible assets, namely trademarks and service marks, determined to
have indefinite useful lives, thereby eliminating approximately $900,000 in
annual amortization expense.
COSTS OF TERMINATED ACQUISITIONS
Our policy is to charge as an expense any previously capitalized expenditures
relating to proposed acquisitions that in our current opinion will not be
consummated. At December 31, 2003, there were no costs related directly to
proposed acquisitions that were not yet consummated. We periodically review the
future likelihood of these acquisitions and record appropriate provisions
against capitalized costs associated with projects that are not likely to be
completed.
GOODWILL AND ASSET IMPAIRMENT CHARGES
In accordance with SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, we periodically review the carrying value of our long-lived
assets held and used, and assets to be disposed of, for possible impairment when
events and circumstances warrant such a review. During the year ended December
31, 2002, we wrote down impaired assets by approximately $1.2 million. The asset
write-down related to one of our full service car wash sites in Texas and two
full service car wash sites in Arizona. We have determined that due to poor
demographics and increased competition in the geographic areas of these sites,
their future expected cash flows would not be sufficient to recover their
respective carrying values. During the quarter ended June 30, 2003, we further
wrote down the assets related to one of the full service car wash sites in
Arizona which we partially wrote down at December 31, 2002, by an additional
$351,000. The additional write-down was the result of the impending loss of a
significant customer of this site resulting in an additional reduction of the
future expected cash flows of this site and the ability to recover the site's
carrying value. The Company closed the facility effective September 30, 2003. We
continue to market the remaining two sites for sale and have written down these
two assets to their estimated fair market values.
The Company performs its annual impairment testing of Goodwill and Other
Intangibles as of November 30 each year which corresponds with the Company's
determination of its annual operating budgets for the upcoming year. The
Company's valuation of goodwill is based on a discounted cash flow model
applying an appropriate discount rate to future expected cash flows and
management's annual review of historical data and future assessment of certain
critical operating factors, including, car wash volumes, average car wash and
detailing revenue rates per car, wash and detailing labor cost percentages,
weather trends and recent and expected operating cost levels. In the fourth
quarter of 2003, as a result of this annual impairment test of
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Goodwill and Other Intangibles in accordance with SFAS 142, we recorded an
impairment of approximately $3.4 million related to our Northeast
region-reporting unit of our Car and Truck Wash Segment. This was principally
due to a reduction in future projected cash flow as determined during our 2004
budgeting process, which we undertook in November, 2003. The projection of cash
flow from the Northeast region-reporting unit was reduced because fewer cars
were washed in 2003 than the Company had projected in November 2002 for 2003. We
projected our car wash volume for 2003 based on the number of cars washed in the
Northeast region-reporting unit in the previous four years. The Company believes
that fewer cars were actually washed during 2003 as a result of more inclement
weather than in 2002 and a slower economy. The Company anticipates that the
volume of cars washed in the Northeast region will increase, if weather patterns
return to the patterns existing in prior years.
OTHER INCOME
Other income consists largely of rental income received from renting out excess
space at our car wash facilities, along with gains and losses on the sale of
property and equipment.
INCOME TAXES
Income tax (benefit) expense reflects the recording of income taxes on (loss)
income before cumulative effect of a change in accounting principle at effective
rates of approximately 1%, 36%, and 37% for the years ended December 31, 2003,
2002, and 2001, respectively. In 2003, no income tax benefit was recorded for
the Northeast region reporting unit impairment of approximately $3.4 million due
to the non-deductibility of the related goodwill.
In 2002, the income tax benefit related to the cumulative effect of change in
accounting principle was recorded at an effective tax rate of 36% for the
impairments in the Arizona and Truck Wash reporting units. No income tax benefit
was recorded for the Northeast region reporting unit's impairment due to the
non-deductibility of the goodwill. The effective rate differs from the federal
statutory rate for each year primarily due to state and local income taxes,
non-deductible costs related to intangibles, fixed asset adjustments, and
changes to the valuation allowance.
RESULTS OF OPERATIONS FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER
31, 2003
The following table presents the percentage each item in the consolidated
statements of operations bears to total revenues:
YEAR ENDED DECEMBER 31,
2003 2002 2001
---- ---- ----
Revenues 100.0% 100.0% 100.0%
Cost of revenues 73.1 71.3 70.7
----- ----- -----
Selling, general and administrative expenses 19.4 18.0 15.3
Depreciation and amortization 4.0 4.2 5.8
Costs of terminated acquisitions - 0.1 0.3
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YEAR ENDED DECEMBER 31,
2003 2002 2001
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Goodwill and asset impairment charges 7.7 2.5 -
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Operating (loss) income (4.2) 3.9 7.9
Interest expense, net (4.0) (4.8) (6.0)
Other income 0.9 0.7 1.1
---- ----- ---
(Loss) income from continuing operations before income taxes (7.3) (0.2) 3.0
Income tax (benefit) expense (0.1) (0.1) 1.1
---- ----- ---
(Loss) income before cumulative effect of change in accounting principle (7.2) (0.1) 1.9
Cumulative effect of change in accounting principle, net of tax benefit - (12.3) -
Net (loss) income (7.2)% (12.4)% 1.9%
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REVENUES
CAR AND TRUCK WASH SERVICES
Revenues for the year ended December 31, 2003 were $43.4 million as compared to
$44.1 million for the year ended December 31, 2002, a decrease of $0.7 million
or 1.6%. Of the $43.4 million of revenues for the year ended December 31, 2003,
$35.7 million or 82% was generated from car wash and detailing, $4.1 million or
10% from lube and other automotive services, and $3.6 million or 8% from fuel
and merchandise sales. Of the $44.1 million of revenues for the year ended
December 31, 2002, $36.7 million or 83% was generated from car wash and
detailing, $4.2 million or 10% from lube and other automotive services, and $3.2
million or 7% from fuel and merchandise sales. The decrease in wash and
detailing revenues was principally due to closing or divesting of three of our
car wash locations and a lube facility during 2003; the temporary closure of a
car wash location in Arizona due to fire damage; a departure from historic
revenue levels within the Northeast region due to several significant snow
storms in the first quarter of 2003, an increase in inclement weather,
particularly on weekends, within the Texas region and the impact of a slower
economy. Overall car wash volumes declined 6.9% in 2003 from 2002, including
1.8% from the closing or divesting of the three car wash locations noted above.
Partially offsetting this decline in volume, the Company experienced an increase
in average wash and detailing revenue per car to $14.52 in 2003, from $13.89 in
2002. This increase in average wash and detailing revenue per car was the result
of management's continued focus on aggressively selling detailing and additional
on-line car wash services. The increase in fuel and merchandise revenues is the
result of more aggressive pricing on fuel to attract traffic into our car wash
facilities and the addition of higher quality merchandise in our car wash
lobbies.
Revenues for the year ended December 31, 2002 were $44.1 million as compared to
$48.0 million for the year ended December 31, 2001, a decrease of $3.9 million
or 8.1%. Of the $44.1 million of revenues for the year ended December 31, 2002,
$36.7 million or 83% was generated from car wash and detailing, $4.2 million or
10% from lube and other automotive services, and $3.2 million or 7% from fuel
and merchandise sales. Of the $48.0 million of revenues for the year ended
December 31, 2001, $39.9 million or 83% was generated from car wash and
detailing, $4.5 million or 9% from lube and other automotive services, and $3.6
million or 8% from fuel and merchandise sales. The decrease in wash and
detailing revenues was principally due to the divesting of two of our car wash
locations during 2001 combined with a departure from our historic revenue levels
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within our Northeast region due to the unusual lack of snow and pollen in the
first six months of 2002 and increased rainfall in the quarter ending December
31, 2002. The Company also experienced more challenging weather within its Texas
region for the quarters ended September 30 and December 31, 2002. Car wash
volume declined 8.4% in 2002 from 2001. In addition to these declines in volume,
the Company experienced a slight reduction in average wash and detailing
revenues per car to $13.89 in 2002, from $13.90 per car in 2001. Despite
management's continued focus on aggressively selling detailing and additional
on-line car wash services, more aggressive coupon and discount promotions to
encourage volume reduced the average revenue per car. As to the decline in
revenues from lube and other automotive services, we discontinued the practice
of providing a free wash to lube customers, resulting in decreased lube revenues
but benefiting our overall site gross margin performance. The decline in fuel
and merchandise revenues was the result of instituting certain minimum gross
margin criteria which reduced fuel sales and the sale of certain low margin
merchandise.
SECURITY PRODUCTS
Pursuant to a Management Agreement, we earned $80,000 in 2002 and $240,000 in
2001. These amounts are included under revenues from operating agreements.
Effective May 1, 2002, the Company recommenced operation of the Security
Products Segment. Revenues for the Consumer Products Division were approximately
$2.8 million and $2.1 million in 2003 and 2002, respectively. Additionally, in
August 2002, the Company purchased the inventory and certain assets and
operations of Micro-Tech, an electronic surveillance and security device
business. Revenues for this business unit were approximately $2.8 million and
$380,000 in 2003 and 2002, respectively.
COST OF REVENUES
CAR AND TRUCK WASH SERVICES
Cost of revenues for the year ended December 31, 2003 were $32.3 million or 74%
of revenues with car washing and detailing costs at 73% of respective revenues,
lube and other automotive services costs at 77% of respective revenues, and fuel
and merchandise costs at 87% of respective revenues. Cost of revenues for the
year ended December 31, 2002 were $31.8 million, or 72% of revenues with car
wash and detailing costs at 70% of respective revenues, lube and other
automotive services costs at 78% of respective revenues, and fuel and
merchandise costs at 87% of respective revenues.
In 2003, the Company experienced a deterioration in wash and detailing operating
margins largely due to the decrease in wash volume of 6.9% as compared to the
prior year, combined with increased insurance premiums and related claim costs,
lease termination costs related to an underperforming car wash property closed
in 2003, and an increase in labor costs as a percent of revenues of
approximately two percentage points. This deterioration in wash and detailing
operating margins was partially offset by certain temporary and permanent cost
savings measures instituted in March of 2003, including reductions in payroll
and related benefit costs, repairs and maintenance costs and certain other
operating expenses.
Cost of revenues for the year ended December 31, 2002 were $31.8 million or 72%
of revenues with car washing and detailing costs at 70% of respective revenues,
lube and other automotive services costs at 78% of respective revenues, and fuel
and merchandise costs at 87% of respective revenues. Cost of revenues for the
year ended December 31, 2001 were $34.1 million, or 71% of revenues with car
wash and detailing costs at 69% of respective revenues, lube and other
automotive services costs at 77% of respective revenues, and fuel
-8-
and merchandise costs at 89% of respective revenues.
With only a slight decrease in average wash and detailing revenues per car in
2002 and our continued emphasis on controlling direct labor and other operating
costs such as wash and detailing chemicals and supplies, car damages, uniform
expense, and repairs and maintenance costs, we experienced only a one percentage
point reduction in wash and detailing gross margins in 2002 despite the 8.4%
volume decline previously noted. We also experienced a slight increase in our
direct wash and detailing labor costs as a percent of car wash and detail
revenues to 48% in 2002 as compared to 47% in 2001 as a result of the volume
decline.
SECURITY PRODUCTS
During 2001 and for the first four months of 2002, pursuant to a Management
Agreement, no costs were incurred by us. Cost of revenues were $3.5 million or
62% of revenues and $1.5 million or 61% of revenues for 2003 and 2002,
respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the year ended December 31,
2003 were $9.5 million compared to $8.4 million for the same period in 2002, an
increase of approximately $1.1 million or 13%. SG&A costs as a percent of
revenues were 19.4% for 2003 as compared to 18.1% in 2002. The increase in SG&A
costs is primarily the result of recommencing operation of the Security Products
Segment in May 2002, which along with the growth in the Electronic Surveillance
Products Division added a combined $1.2 million of SG&A costs in 2003. The
Company also incurred approximately $168,000 of legal fees through December 31,
2003 related to the investigation being conducted by the United States
Securities and Exchange Commission. These increases in costs were partially
offset by certain temporary and permanent cost saving measures initiated in
March of 2003, including reductions in payroll and related benefit costs.
Selling, general and administrative expenses for the year ended December 31,
2002 were $8.4 million compared to $7.4 million for the same period in 2001, an
increase of approximately $1.0 million or 14%. SG&A costs as a percent of
revenues were 18.0% for 2002 as compared to 15.3% in 2001. The increase in SG&A
costs was primarily the result of recommencing operation of the Security
Products Segment in May 2002, which, along with the acquisition of the assets
and operations of Micro-Tech, added a combined $0.9 million of SG&A costs in
2002. We also experienced an increase in certain credit card and bank charges
and a significant increase in insurance costs. These increases were partially
offset by a decrease in administrative salaries and certain office costs.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization totaled $2.0 million for the year ended December
31, 2003 and December 31, 2002.
Depreciation and amortization totaled $2.0 million for the year ended December
31, 2002 as compared to $2.8 million for 2001. This decrease was primarily
attributable to the adoption of SFAS 142 on January 1, 2002, under which the
Company no longer amortizes goodwill and other intangible assets determined to
have indefinite useful lives. This decrease of approximately $900,000 in
amortization costs was partially offset by increased depreciation expense as a
result of recent property and equipment purchases and recommencing operation of
the Security Products Segment in May 2002.
-9-
COSTS OF TERMINATED ACQUISITIONS
Our policy is to charge as an expense any previously capitalized expenditures
relating to proposed acquisitions that in our current opinion will not be
consummated. During 2002 and 2001, the costs of previously capitalized
expenditures related to proposed acquisitions totaled approximately $57,000 and
$135,000, respectively. These costs, which principally related to several
possible acquisitions we pursued outside the car wash industry, are primarily
related to due diligence costs.
ASSET IMPAIRMENT CHARGES
In accordance with SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, we periodically review the carrying value of our long-lived
assets held, and used and assets to be disposed of, for possible impairment when
events and circumstances warrant such a review. During the year ended December
31, 2002, we wrote down assets determined to be impaired by approximately $1.2
million. The asset write-down related to one of our full service car wash sites
in Texas and two full service car wash sites in Arizona. We have determined that
due to poor demographics and increased competition in the geographic areas of
these sites, their future expected cash flows will not be sufficient to recover
their respective carrying values. During the quarter ended June 30, 2003, we
further wrote down the assets related to one of the full service car wash sites
in Arizona which we partially wrote down at December 31, 2002, by an additional
$351,000. The additional write-down was the result of the impending loss of a
significant customer of this site resulting in an additional reduction of the
future expected cash flows of this site and the ability to recover the site's
carrying value. The Company closed the facility effective September 30, 2003. We
continue to market the remaining two sites for sale and have written down these
two assets to their estimated fair market values.
In the fourth quarter of 2003, as a result of the annual impairment test of
Goodwill and Other Intangibles in accordance with SFAS 142, we recorded an
impairment of approximately $3.4 million related to our Northeast region
reporting unit of our Car and Truck Wash Segment. This was principally due to a
reduction in future projected cash flows resulting from extended departures from
our historic revenue levels as a result of inclement weather and a slower
economy.
INTEREST EXPENSE, NET
Interest expense, net of interest income, for the year ended December 31, 2003,
was $2.0 million compared to $2.2 million for 2002. This decrease in our
interest expense was the result of a decrease in interest rates on approximately
50% of our long-term debt which has interest rates tied to the prime rate and a
reduction in our outstanding debt as a result of normal principal payments.
Interest expense, net of interest income, for the year ended December 31, 2002,
was $2.2 million compared to $2.9 million for 2001. This decrease in our
interest expense was the result of a decrease in interest rates on approximately
50% of our long-term debt which has interest rates tied to the prime rate and a
reduction in our outstanding debt as a result of normal principal payments.
OTHER INCOME
Other income for 2003 was $438,000 compared to $327,000 for 2002. Included in
2003 is a $107,000 gain on the sale of a car wash facility in our Northeast
region.
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Other income for 2002 was $327,000 compared to $514,000 for 2001. The primary
reason for the decrease was that the 2001 figure included a $216,000 gain on the
sale of a car wash facility in August of 2001.
INCOME TAXES
We recorded income tax (benefit) expense of $(50,000), $(32,000), and $534,000
for the years ended December 31, 2003, 2002, and 2001, respectively. Income tax
(benefit) expense reflects the recording of income taxes on (loss) income before
cumulative effect of change in accounting principle at effective rates of
approximately 1%, 36%, and 37% for the years ended December 31, 2003, 2002, and
2001, respectively. In 2003, no income tax benefit was recorded on the Northeast
region reporting unit goodwill impairment of approximately $3.4 million due to
the non-deductibility of the goodwill. The effective rate differs from the
federal statutory rate for each year primarily due to state and local income
taxes, non-deductible costs related to intangibles, fixed asset adjustments and
changes to the valuation allowance.
In 2002, we recorded an income tax benefit related to the cumulative effect of a
change in accounting principle of approximately $2.2 million which reflects an
effective rate of 36% for the impairment in the Arizona and truck wash reporting
units. No income tax benefit was recorded for the Northeast region reporting
unit goodwill impairment due to the non-deductibility of the goodwill.
At December 31, 2003, we had approximately $21.0 million of net operating loss
carryforwards for federal income tax purposes. Components of the net operating
loss carryforwards include $19.8 million from continuing operations and $1.2
million from acquired net operating losses attributable to the acquisition of
Colonial Full Service Car Wash, Inc.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
Cash and cash equivalents were $3.4 million at December 31, 2003. The ratio of
our total debt to total capitalization, which consists of total debt plus
stockholders' equity, was 37% at December 31, 2003, 37% at December 31, 2002,
and 35% at December 31, 2001.
Our business requires a substantial amount of capital, most notably to pursue
our expansion strategies, including our current expansion in the electronic
surveillance products business, and for equipment purchases and upgrades for our
Car and Truck Wash Segment. We plan to meet these capital needs from various
financing sources, including borrowings, internally generated funds, and the
issuance of common stock if the market price of the Company's stock improves.
As of December 31, 2003, we had working capital of approximately $270,000. At
December 31, 2002, working capital was a negative $2.2 million, including cash
and cash equivalents of $6.2 million. The change in working capital at December
31, 2003 is primarily attributable to renewal and reclassification to
non-current liabilities of approximately $6.4 million of 15-year amortizing
loans with our current lender. This was partially offset by reclassification to
current liabilities of approximately $3.2 million of additional loans due and up
for renewal in June through October 2004. The Company intends to renew these
loans with the current lender. Although the Company has been successful in
renewing similar loans with the current lender in the past, including the
renewal of the above mentioned loans in 2003 totaling $6.4 million for a five
year renewal
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period, there can be no assurance that our lender will continue to provide us
with renewals or with renewals at favorable terms.
During 2003 and 2002 we made capital expenditures of $872,000 and $1.4 million,
respectively within our Car and Truck Wash Segment. We estimate aggregate
capital expenditures for our Car and Truck Wash Segment, exclusive of
acquisitions of businesses, of approximately $500,000 for the year ending
December 31, 2004. The Company believes its current cash balance at December 31,
2003 of $3.4 million and cash flow from operating activities in 2004 will be
sufficient to meet its car wash capital expenditure funding needs through at
least the next twelve months. In years subsequent to 2004, we estimate that our
Car and Truck Wash Segment will require annual capital expenditures of $500,000
to $1,000,000. Capital expenditures within our Car and Truck Wash Segment are
necessary to maintain the efficiency and competitiveness of our sites. If the
cash provided from operating activities does not improve in 2004 and future
years and if current cash balances are depleted, we will need to raise
additional capital to meet these ongoing capital requirements.
In October 2002, we purchased a building as a warehouse, production and
administrative facility for our new electronic surveillance products operations.
In October 2003, we purchased additional warehouse and office space adjacent to
the original facility. We financed a portion of the $885,000 total purchase
price of our facility with a long-term mortgage of approximately $728,000.
Additionally, we have spent approximately $4.2 million to date in developing our
Electronic Surveillance Products Division, including the acquisition costs of
Micro-Tech and Vernex and the cost of developing and purchasing inventory for
our expanded product line.
As of December 31, 2003, we maintain an unused $500,000 revolving credit
facility with Bank One to provide financing for additional electronic
surveillance product inventory purchases. This revolving credit facility,
subject to an availability calculation based on inventory and accounts
receivable (as defined in our bank agreement). We expect to fund working capital
needs for the Security Products Segment, including inventory purchases, with
cash collected on current sales and the line of credit.
The Company anticipates aggregate capital expenditures for the Security Products
Segment in 2004 of approximately $1.5 million, exclusive of acquisitions of
businesses and, if any, their related capital requirements. The principal
component of the $1.5 million is necessary to meet the requirements for
additional warehouse and office space for our Security Products business located
in Hollywood, FL. The Company intends to fund this expenditure through a
mortgage or, if a mortgage is not an alternative or the price of our common
stock rises to a level which we deem to be advantageous, though the issuance of
our Common Stock.
In the past, we have been successful in obtaining financing by selling common
stock and obtaining mortgage loans. Our ability to obtain new financing is
currently adversely impacted by our stock price and our current debt coverage
ratios on existing loans. We are reluctant to sell common stock at current
prices as our market price is below our per share book value. For the year ended
2003 we would have been in default of our debt covenants had we not obtained
waivers and amendments of certain of our debt coverage ratios. Our ability to
obtain new financing will be limited, if our stock price does not increase or
our cash from operating activities does not improve. Currently, the Company
cannot incur additional long term debt without the approval of its commercial
lenders. The Company must demonstrate that the cash flow benefit from the use of
new loan proceeds exceeds the resulting future debt service requirements.
DEBT CAPITALIZATION AND OTHER FINANCING ARRANGEMENTS
At December 31, 2003, we had borrowings of approximately $31.3 million. We had
three letters of credit
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outstanding at December 31, 2003, totaling $825,000 as collateral relating to
workers' compensation insurance policies. We maintain a revolving credit
facility to provide financing for additional electronic surveillance product
inventory purchases.
During 2000 and 2001, we refinanced on a long term basis under favorable terms
the majority of our short term debt related to our 1999 and 2000 acquisitions.
Several of our debt agreements, as amended, contain certain affirmative and
negative covenants and require the maintenance of certain levels of tangible net
worth and the maintenance of certain debt coverage ratios on a consolidated
level. At December 31, 2003, we were not in compliance with our consolidated
debt coverage ratio related to our GMAC notes payable. With respect to the GMAC
notes payable, the Company has received a waiver of acceleration of the notes
through January 1, 2005. Additionally, the Company has entered into amendments
to the Bank One term loan agreements as of December 31, 2003. The Company is
currently in compliance with these covenants as amended. The Company initiated
certain temporary and permanent cost savings measures in March of 2003,
including reductions in payroll expense and certain operating costs to enable it
to maintain compliance with the Bank One consolidated debt coverage ratio. These
savings through December 31, 2003 totaled approximately $425,000. Additional
temporary and permanent cost saving measures were initiated in March of 2004,
including further reductions in payroll expenses and certain operating costs,
along with an increase in prices within the Car and Truck Wash Segment to enable
the Company to maintain compliance with the Bank One consolidated debt coverage
ratio. The amended debt coverage ratio with Bank One requires the Company to
maintain a consolidated earnings before interest, taxes, depreciation and
amortization ("EBITDA") to debt service (collectively, the "debt coverage
ratio") of 1.1 to 1 at December 31, 2003 and in the future. As of March 11,
2004, the preliminary operating results for the quarter ended March 31, 2004
indicate that we should meet the Bank One required debt coverage ratio as of
March 31, 2004; however, we cannot provide assurance that favorable operating
trends will continue through March 31, 2004. If we default on any of the Bank
One covenants or the GMAC covenant in the future, the Company will need to
obtain further amendments or waivers from these lenders. If the Company is
unable to obtain waivers or amendments in the future, Bank One debt totaling
$14.9 million and GMAC debt totaling $11.6 million recorded as long-term debt at
December 31, 2003 would become due on demand.
The Company's ongoing ability to comply with its debt covenants under its credit
arrangements and refinance its debt depends largely on the achievement of
adequate levels of cash flow. Our cash flow has been and could continue to be
adversely affected by weather patterns and economic conditions. In the event
that non-compliance with the debt covenants should reoccur, the Company would
pursue various alternatives to successfully resolve the non-compliance, which
might include, among other things, seeking additional debt covenant waivers or
amendments, or refinancing debt with other financial institutions. Although the
Company believes that it would be successful in resolving potential
non-compliance with its debt covenants, or refinancing its current debt, there
can be no assurance that further debt covenant waivers or amendments would be
obtained or that the debt would be refinanced with other financial institutions
on favorable terms. If we are unable to obtain renewals of our loans or
refinancings on favorable terms, our ability to operate would be materially and
adversely affected.
The Company is obligated under various operating leases, primarily for certain
equipment and real estate within the Car and Truck Wash Segment. Certain of
these leases contain purchase options, renewal provisions, and contingent
rentals for a proportionate share of taxes, utilities, insurance, and annual
cost of living increases. Future minimum lease payments under operating leases
with initial or remaining noncancellable lease terms in excess of one year as of
December 31, 2003 are as follows: 2004 - $1.3 million; 2005 - $1.0 million; 2006
- $616,000; 2007 - $501,000; 2008 - $369,000; and thereafter - $1.1 million.
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The following are summaries of our contractual obligations and other commercial
commitments at December 31, 2003 (in thousands):
PAYMENTS DUE BY PERIOD
TOTAL 2004 2005 - 2006 2007 - 2008 THEREAFTER
----- ---- ----------- ----------- ----------
CONTRACTUAL OBLIGATIONS
Long-term debt, including capital
leases (1) $31,286 $5,520 $ 4,935 $11,273 $ 9,558
Minimum operating lease payments 4,853 1,280 1,582 870 1,121
Product Purchase Commitments 107 107 - - -
------- ------ ------- ------- -------
$36,246 $6,907 $ 6,517 $12,143 $10,679
======= ====== ======= ======= =======
AMOUNTS EXPIRING PER PERIOD
TOTAL 2004 2005 - 2006 2007 - 2008 THEREAFTER
----- ---- ----------- ----------- ----------
OTHER COMMERCIAL COMMITMENTS
Line of Credit (2) $ 500 $ 500 $ - $ - $ -
Standby Letters of Credit 825 825 - - -
------ ------ ----- ------ -----
$1,325 $1,325 $ - $ - $ -
====== ====== ===== ====== =====
(1) Related interest obligations have been excluded from this maturity
schedule. Our 2004 interest payments are expected to be approximately $1.8
million.
(2) There were no borrowings outstanding under the Company's line of credit at
December 31, 2002 or 2003.
Mace currently employs Louis D. Paolino, Jr. as its President and Chief
Executive Officer under a three-year employment agreement dated August 12, 2003.
The principle terms of the employment agreement include: an annual salary of
$400,000; a car allowance not to exceed $1,500 per month: provision of certain
medical and other employee benefits; prohibition against competing with Mace
during employment and for a three-month period following a termination of
employment; and a $2.5 million payment in the event that Mr. Paolino's
employment is terminated for certain reasons set forth in the employment
agreement. The termination payment is not due in the event of termination due to
death or disability or certain prohibited conduct, as more fully set forth in
the employment agreement. The termination payment is due if Mr. Paolino is
terminated for unsatisfactory job performance. The employment agreement also
entitles Mr. Paolino to a $2.5 million change-of-control bonus.
On April 5, 2000, we executed a master facility agreement with Fusion Capital
Fund II, LLC ("Fusion") pursuant to which Fusion agreed to enter into up to two
equity purchase agreements, each with an aggregate principal amount of $12
million. The master facility agreement expired on February 20, 2003. The first
equity purchase agreement was executed by Fusion on April 17, 2000. Proceeds
from purchased shares through December 31, 2001 totaled approximately $1.3
million. There were no purchased shares in 2002 or 2003.
CASH FLOWS
Operating Activities. Net cash provided by operating activities totaled $137,000
for the year ended December
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31, 2003 as compared to net cash provided by operating activities of $3.3
million for the year ended December 31, 2002. The reduction in net cash provided
by operating activities in 2003 was principally due to increased net losses from
operations in 2003 and a decrease in cash generated from the changes in working
capital accounts of $2.3 million. The decrease in cash generated from working
capital is mainly attributed to an increase in the Company's inventory and
accounts receivable totaling $1.95 million, due primarily to the increase in
inventory and accounts receivable related to the growth and expansion of the
Company's new Electronic Surveillance Products Division. The increase in the
loss from operations is mainly due to the expansion of the new Electronic
Surveillance Products Division and the effect of increased inclement weather,
especially in the Northeast and Texas regions, together with a slower economy,
which negatively affected the Company's car count.
Investing Activities. Cash used in investing activities totaled $569,000 for the
year ended December 31, 2003. The use of cash in 2003 reflects $1.1 million for
capital expenditures, including $873,000 relating to ongoing car care operations
and $234,000 for the expansion of the new Electronic Surveillance Products
Division. These expenditures were offset partially by $598,000 of cash proceeds
from the sale of a car wash facility in our Northeast region.
Financing Activities. Cash used in financing activities was $2.3 million for the
year ended December 31, 2003. This reflects routine principal payments on debt
of $2.4 million, proceeds from the issuance of stock under the Company's stock
option plans of $40,000, and $14,000 for the purchase and retirement of shares
of our common stock.
SEASONALITY AND INFLATION
The Company believes that its car washing and detailing operations are adversely
affected by extended periods of inclement weather. In particular, long periods
of rain and cloudy weather adversely affect our car wash volumes and related
lube and other automotive services as people typically do not wash their cars
during such periods. Additionally, extended periods of warm, dry weather may
encourage customers to wash their cars themselves which also can adversely
affect our car wash business. The Company has mitigated the risk of unfavorable
weather patterns by having operations in diverse regions.
The Company believes that inflation and changing prices have not had, and are
not expected to have, any material adverse effect on its results of operations
in the near future.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are not materially exposed to market risks arising from fluctuations in
foreign currency exchange rates, commodity prices, or equity prices.
INTEREST RATE EXPOSURE
A significant portion of our debt is at fixed rates, and as such, changes in
market interest rates would not significantly impact operating results unless
and until such debt would need to be refinanced at maturity. Substantially all
of our variable rate debt obligations are tied to the prime rate, as is our
incremental borrowing rate. A one percent increase in the prime and Libor rates
would not have a material effect on the fair value of our variable rate debt at
December 31, 2003 and would have had the impact of increasing interest expense
by approximately $180,000 in 2003.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The reports of independent certified public accountants and Consolidated
Financial Statements are included in Part IV, ITEM 15 of this Report beginning
on page F-1.
PART IV - ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) The following documents are filed or incorporated by reference as part of
this Form 10-K/A.
1. FINANCIAL STATEMENTS
Report of the Independent Certified Accountants.
Consolidated Financial Statements of Mace Security International, Inc. for the
years ended December 31, 2003, 2002, and 2001 including:
Consolidated Balance Sheets for the years ended December 31, 2003, 2002, and
2001;
Consolidated Statements of Operations for the years ended December 31, 2003,
2002, and 2001;
Consolidated Statements of Stockholders' Equity for the years ended December 31,
2003, 2002, and 2001;
Consolidated Statements of Cash Flows for the years ended December 31, 2003,
2002, and 2001; and
Notes to Consolidated Financial Statements.
2. FINANCIAL STATEMENT SCHEDULE
The requirements of Schedule II have been included in the Notes to Consolidated
Financial Statements. All other schedules for which provision is made in the
applicable accounting regulations of the United States Securities and Exchange
Commission ("the Commission") are not required under the related instructions or
are inapplicable, and therefore, have been omitted.
3. EXHIBITS
The following Exhibits are filed as part of this report (exhibits marked with an
asterisk have been previously filed with the Commission and are incorporated
herein by this reference):
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.1 Financial Statements and Notes to Financial Statements.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the United States
Securities Exchange Act of 1934, the Company has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MACE SECURITY INTERNATIONAL, INC.
By: /s/ Gregory M. Krzemien
________________________
Gregory M. Krzemien
Chief Financial Officer and Treasurer
DATED the 24th day of September, 2004.
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Exhibit Index
Exhibit Description
------- -------------
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Financial Statements and Notes to Financial Statements
- 2 -