Attached files
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| EX-99.1 - MACE SECURITY INTERNATIONAL INC | v168231_ex99-1.htm |
| EX-10.1 - MACE SECURITY INTERNATIONAL INC | v168231_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of Report – November 30, 2009
(Date of
earliest event reported)
MACE
SECURITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22810
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03-0311630
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification
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Number)
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240 Gibraltar Road, Suite 220, Horsham, Pennsylvania 19044
(Address of Principal Executive Offices)
Registrant's Telephone
No., including area code: (267) 317-4009
Check the
appropriate box below if the form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 to Form 8-K):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
24.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
40.13e-4(c))
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Item 2.01 Completion of
Acquisition or Disposition of Assets
On
January 15, 2009, Mace Security International, Inc. (“MSI” or the “Company”),
through its subsidiary, Mace Car Wash-Arizona, Inc. (the “Subsidiary”), entered
into an agreement of sale for two of the three car washes it owned in Austin,
Texas for a sale price of $6.0 million. The net book value of the two car washes
was approximately $5.3 million. Additionally, on April 6, 2009, the Company
entered into an agreement of sale for the third of the three car washes it owned
in Austin, Texas for a sale price of $3.2 million. The net book value of the
third car wash was approximately $2.6 million. The two agreements (“Agreements”)
were amended several times and were ultimately assigned to Seamless GCW, Ltd
(“Purchaser”). Under the terms of the assigned Agreements, the Purchaser paid an
amended purchase price of $8.0 million for the inventory, property and
equipment, and certain intangible assets of the three Austin, Texas car washes.
Costs at closing were approximately $328,000, consisting of $240,000 of broker
commissions, approximately $17,000 of non-reimbursed environmental costs, and
approximately $71,000 of other closing costs.
As a
result of the sale, MSI’s cash increased by $5,585,000, consisting of $5,145,000
of cash received at closing on November 30, 2009 and $440,000 received through
previously released escrow deposits. Approximately $2,149,000 of the
sale proceeds was used to pay-off existing bank debt in addition to payment of
certain closing costs. In addition to paying the purchase price, the Purchaser
assumed liability for car wash deferred revenue related to pre-sold services.
MSI retained cash, accounts receivable and all other assets, and remains
responsible for all remaining liabilities. The Agreements of
Sale and related amendments are filed as Exhibit 10.1 to this Current Report on
Form 8-K. There is no material relationship between the Purchaser of the three
car washes and MSI and the Subsidiary other than in connection with the
Agreements.
Item 9.01. Financial Statements and
Exhibits.
(b) Pro Forma
Financial Information. Pro forma financial information based
on the divestiture is being filed with this Current Report on Form
8-K. The enclosed pro forma financial information is calculated based
on the Company’s financial information for its most recent completed fiscal year
and quarterly period.
(d) Exhibits
The following exhibits are being filed:
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10.1
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Agreements
consisting of: (i) Commercial Earnest Money Contract, dated as of January
15, 2009; (ii) Amendment to Commercial Earnest Money Contract dated March
16, 2009; (iii) Commercial Earnest Money Contract, dated April 6, 2009;
(iv) Amendment to Commercial Earnest Money Contracts, dated as of May 27,
2009, (v) Third Amendment to Commercial Earnest Money Contracts, dated
July 30, 2009; (vi) Fourth Amendment to Commercial Earnest Money
Contracts, dated September 1, 2009; (vii) Fifth Amendment to Contracts
dated October 9, 2009; and (viii) Assignment of Commercial Earnest Money
Contract dated October 12, 2009.
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99.1
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Press
Release issued by the Company dated December 3,
2009.
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UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL STATENMENTS FOR
MACE
SECURITY INTERNATIONAL, INC.
On
November 30, 2009, Mace Security International, Inc. (the “Company”) completed
the sale of its three Austin, Texas Car washes . The unaudited pro forma
consolidated financial information shown below is based on audited and unaudited
historical financial statements of the Company. The unaudited pro forma
financial information presented reflects the estimated pro forma effect of the
disposition on the Company.
The
unaudited pro forma consolidated financial statements are as
follows:
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§
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An
unaudited pro forma consolidated balance sheet as of September 30, 2009,
giving effect to the disposition as if it occurred on September 30,
2009.
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§
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An
unaudited pro forma consolidated statement of operations for the nine
months ended September 30, 2009, giving effect to the disposition as if it
had occurred on January 1, 2009.
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§
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An
unaudited pro forma consolidated statement of operations for the year
ended December 31, 2008, giving effect to the disposition as if it had
occurred on January 1, 2008.
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The
unaudited pro forma consolidated financial statements include specific
assumptions and adjustments related to the disposition. These pro forma
adjustments have been made to illustrate the anticipated financial effect of the
disposition on the Company. The adjustments are based upon available information
and assumptions that the Company believes are reasonable as of the date of this
filing. However, actual adjustments may differ materially from the information
presented. Assumptions underlying the pro forma adjustments are described in the
accompanying notes, which should be read in conjunction with the
unaudited pro forma consolidated financial statements. The pro forma financial
statements, including notes thereto, should be read in conjunction with the
historical financial statements of the Company included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2008, and the unaudited
financial statements included in the Company's Quarterly Report on Form 10-Q for
the nine month period ended September 30, 2009.
The
unaudited pro forma consolidated financial information presented herein is for
informational purposes only. It is not intended to represent or be indicative of
the consolidated results of operations or financial position that would have
been reported had the disposition been completed as of the dates presented. The
information is not representative of future results of operations or financial
position.
Mace
Security International, Inc. and Subsidiaries
Unaudited
Pro Forma Consolidated Balance Sheet
(in
thousands, except share data)
As
of September 30, 2009
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As Reported
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Business
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Pro Forma
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|||||||||
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September 30, 2009
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Disposition (a)
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September 30, 2009
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Assets
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Current
Assets
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Cash
and cash equivalents
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$ | 3,543 | $ | 5,324 | $ | 8,867 | ||||||
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Short-term
investments
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1,079 | - | 1,079 | |||||||||
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Accounts
receivable, net
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2,435 | - | 2,435 | |||||||||
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Inventories
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5,699 | - | 5,699 | |||||||||
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Prepaid
expenses and other current
assets
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2,185 | - | 2,185 | |||||||||
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Assets
held for sale
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12,088 | (7,748 | ) | 4,340 | ||||||||
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Total
current assets
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27,029 | (2,424 | ) | 24,605 | ||||||||
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Property
and equipment, net
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8,757 | - | 8,757 | |||||||||
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Goodwill
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7,869 | - | 7,869 | |||||||||
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Other
intangible assets, net
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3,935 | - | 3,935 | |||||||||
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Other
assets
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1,625 | - | 1,625 | |||||||||
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Total
assets
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$ | 49,215 | $ | (2,424 | ) | $ | 46,791 | |||||
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Liabilities
and Stockholders’ Equity
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Current
liabilities:
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Current
portion of long-term debt and capital lease
obligations
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$ | 402 | $ | - | $ | 402 | ||||||
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Accounts
Payable
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2,747 | - | 2,747 | |||||||||
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Income
taxes payable
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342 | - | 342 | |||||||||
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Deferred
revenue
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358 | (44 | ) | 314 | ||||||||
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Accrued
expenses and other current liabilities
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4,245 | (150 | ) | 4,095 | ||||||||
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Liabilities
related to assets held for sale
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3,136 | (2,230 | ) | 906 | ||||||||
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Total
current liabilities
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11,230 | (2,424 | ) | $ | 8,806 | |||||||
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Long-term
debt and capital leases, net of current portion
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1,756 | - | 1,756 | |||||||||
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Other
liabilities
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481 | - | 481 | |||||||||
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Commitments
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Stockholders’
equity:
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Preferred
stock- $.01 par value:
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- | - | - | |||||||||
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Authorized
shares-10,000,000 Issued and outstanding-none
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- | |||||||||||
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Common
stock - $.01 par value:
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Authorized
shares-100,000,000 Issued and outstanding shares of
16,052,075
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161 | - | 161 | |||||||||
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Additional
paid-in capital
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94,050 | - | 94,050 | |||||||||
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Accumulated
other comprehensive income
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(1 | ) | - | (1 | ) | |||||||
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Accumulated
deficit
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(58,435 | ) | - | (58,435 | ) | |||||||
| 35,775 | - | 35,775 | ||||||||||
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Less
treasury stock
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(27 | ) | - | (27 | ) | |||||||
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Total
stockholders’ equity
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35,748 | - | 35,748 | |||||||||
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Total
liabilities and stockholders’ equity
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$ | 49,215 | $ | (2,424 | ) | $ | 46,791 | |||||
Mace
Security International, Inc. and Subsidiaries
Notes
to Unaudited Pro Forma Consolidated Balance Sheet
At
September 30, 2009
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(a)
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The
disposition reflects the net cash proceeds of approximately $5,145,000 in
addition to $440,000 of deposits previously released to the Company,
$261,000 of which was released as of September 30, 2009. Cash proceeds are
net of debt payoff of approximately $2,149,000, previously released
deposits, and transaction closing costs of approximately
$328,000.
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Mace
Security International, Inc. and Subsidiaries
Unaudited
Pro Forma Statement of Operations
(in
thousands, except share and per share data)
For
the Nine Months Ended September 30, 2009
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Business
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Pro
Forma
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As Reported
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Disposition
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Adjusted
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Revenue
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Security
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$ | 13,457 | $ | - | $ | 13,457 | ||||||
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Digital
media marketing
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8,035 | - | 8,035 | |||||||||
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Car
wash
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3,841 | - | 3,841 | |||||||||
| 25,333 | - | 25,333 | ||||||||||
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Cost
of revenues:
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Security
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9,477 | - | 9,477 | |||||||||
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Digital
media marketing
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5,797 | - | 5,797 | |||||||||
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Car
wash
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3,580 | - | 3,580 | |||||||||
| 18,854 | - | 18,854 | ||||||||||
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Selling,
general and administrative expenses
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11,627 | - | 11,627 | |||||||||
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Depreciation
and amortization
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739 | - | 739 | |||||||||
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Asset
impairment charges
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1,432 | - | 1,432 | |||||||||
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Operating
loss
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(7,319 | ) | - | (7,319 | ) | |||||||
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Interest
(expense) income, net
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(50 | ) | 46 | (a) | (4 | ) | ||||||
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Other
income
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55 | - | 55 | |||||||||
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Loss
income from continuing operations before
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income
taxes
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(7,314 | ) | 46 | (7,268 | ) | |||||||
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Income
tax expense
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95 | - | 95 | |||||||||
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(Loss)
income from continuing operations
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(7,409 | ) | 46 | (7,363 | ) | |||||||
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Income
(loss) from discontinued operations
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121 | (134 | )(b) | (13 | ) | |||||||
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Net
loss
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$ | (7,288 | ) | $ | (88 | ) | $ | (7,376 | ) | |||
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Per
share of common stock (basic and diluted):
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Loss
from continuing operations
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$ | (0.46 | ) | $ | 0.01 | $ | (0.45 | ) | ||||
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Income
from discontinued operations, net of tax
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0.01 | (0.01 | ) | - | ||||||||
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Net
loss
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$ | (0.45 | ) | $ | - | $ | (0.45 | ) | ||||
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Weighted
average shares outstanding:
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Basic
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16,253,765 | 16,253,765 | ||||||||||
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Diluted
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16,253,765 | 16,253,765 | ||||||||||
Mace
Security International, Inc. and Subsidiaries
Notes
to Unaudited Pro Forma Statement of Income
For
the Three Months Ended September 30, 2009
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(a)
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Interest
income on net cash proceeds from
sale.
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(b)
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Elimination
of net income from discontinued
operations.
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Mace
Security International, Inc. and Subsidiaries
Unaudited
Pro Forma Statement of Operations
(in
thousands, except share and per share data)
For
the Year Ended December 31, 2008
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Business
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Pro
Forma
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||||||||||
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As Restated (a)
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Disposition
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Adjusted
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Revenue
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Security
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$ | 20,788 | $ | - | $ | 20,788 | ||||||
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Digital
media marketing
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17,290 | - | 17,290 | |||||||||
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Car
wash
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6,534 | - | 6,534 | |||||||||
| 44,612 | - | 44,612 | ||||||||||
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Cost
of revenues:
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Security
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15,813 | - | 15,813 | |||||||||
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Digital
media marketing
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12,126 | - | 12,126 | |||||||||
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Car
wash
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5,699 | - | 5,699 | |||||||||
| 33,638 | - | 33,638 | ||||||||||
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Selling,
general and administrative expenses
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17,972 | - | 17,972 | |||||||||
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Depreciation
and amortization
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1,054 | - | 1,054 | |||||||||
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Asset
impairment charges
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5,449 | - | 5,449 | |||||||||
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Operating
loss
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(13,501 | ) | - | (13,501 | ) | |||||||
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Interest
income, net
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51 | 161 | (b) | 212 | ||||||||
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Other
(loss) income
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(2,167 | ) | - | (2,167 | ) | |||||||
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Loss
from continuing operations before income taxes
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(15,617 | ) | 161 | (15,456 | ) | |||||||
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Income
tax expense
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100 | - | 100 | |||||||||
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Loss
from continuing operations
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(15,717 | ) | 161 | (15,556 | ) | |||||||
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Income
from discontinued operations
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5,065 | (572 | ) (c) | 4,493 | ||||||||
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Net
loss
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$ | (10,652 | ) | $ | (411 | ) | $ | (11,063 | ) | |||
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Per
share of common stock (basic and diluted):
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Loss
from continuing operations
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$ | (0.96 | ) | $ | 0.02 | $ | (0.94 | ) | ||||
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Income
from discontinued operations, net of tax
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0.31 | (0.04 | ) | 0.27 | ||||||||
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Net
loss
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$ | (0.65 | ) | $ | (0.02 | ) | $ | (0.67 | ) | |||
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Weighted
average shares outstanding:
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||||||||||||
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Basic
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16,464,760 | 16,464,760 | ||||||||||
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Diluted
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16,464,760 | 16,464,760 | ||||||||||
Mace
Security International, Inc.
Notes
to Unaudited Pro Forma Statement of Income
For
the Year Ended December 31, 2008
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(a)
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Statement
of operations as originally reported and restated to classify the Austin,
Texas car wash operations as discontinued operations and to reclass
shipping and handling charges to cost of revenues from selling, general
and administrative expenses to conform to current year
presentation.
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(b)
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Interest
income on cash proceeds from sale.
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(c)
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Elimination
of net income from discontinued
operations.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Dated: December
4, 2009
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Mace Security International, Inc. | ||
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By:
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/s/ Gregory M. Krzemien
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Gregory
M. Krzemien
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Chief
Financial Officer and
Treasurer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Agreements
consisting of: (i) Commercial Earnest Money Contract, dated as of January
15, 2009; (ii) Amendment to Commercial Earnest Money Contract dated
effective March 16, 2009; (iii) Commercial Earnest Money Contract,
executed as of April 6, 2009; (iv) Amendment to Commercial Earnest Money
Contracts, dated as of May 27, 2009, (v) Third Amendment to Commercial
Earnest Money Contracts, dated July 30, 2009; (vi) Fourth Amendment to
Commercial Earnest Money Contracts, dated September 1, 2009; (vii) Fifth
Amendment to Contracts dated October 9, 2009; and (viii) Assignment of
Commercial Earnest Money Contract dated October 12,
2009.
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99.1
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Press
Release issued by the Company dated December 3,
2009.
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