SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2005
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File No. 05-62411
Henry Bros. Electronics, Inc.
(Name of small business issuer as specified in its charter)
Delaware 22-3690168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
280 Midland Avenue
Saddle Brook, New Jersey 07663
(address of principal executive offices) (Zip Code)
Issuer's Telephone number, including area code: (201) 794-6500
Diversified Security Solutions, Inc.
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether Issuer (1) filed all reports required to be filed by Section 13 or
15 (d) of the Exchange Act during the past 12 months (or for such shorter period
that the issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of the issuer's Common Stock:
Class: Outstanding as of November 11, 2005
Common stock, $.01 par value 5,889,398
Henry Bros. Electronics, Inc. and Subsidiaries
INDEX
Page
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Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2005
(Unaudited) and December 31, 2004 (Audited) ............... 2
Consolidated Statements of Operations for the nine and
three months ended September 30, 2005 (Unaudited) and
September 30, 2004 (Unaudited) ............................ 3
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2005 (Unaudited) and
September 30, 2004 (Unaudited) ............................ 4
Notes to Consolidated Financial Statements ................... 5-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................ 8-9
Item 3. Controls and Procedures ...................................... 10
Part II Other Information
Item 1. Legal Proceedings ............................................ 11
Item 2. Change in Securities ......................................... 11
Item 3. Defaults Upon Senior Securities .............................. 11
Item 4. Submission of Matters to a Vote of Security Holders .......... 11
Item 5. Other Information ............................................ 11
Item 6. Exhibits and Reports on Form 8-K ............................. 12
SIGNATURES ............................................................. 13
CERTIFICATIONS ......................................................... 14-20
1
Part 1. Financial Statements
HENRY BROS. ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Unaudited Audited
September 30, December 31,
2005 2004
------------- ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 714,489 $ 3,154,972
Accounts receivable-net of allowance for doubtful
accounts- $614,256 in 2005 and $357,500 in 2004 13,091,812 9,035,460
Inventory 981,199 874,575
Costs in excess of billings and estimated profits 3,345,236 2,584,922
Deferred tax asset 1,044,660 1,011,263
Prepaid expenses and income tax receivable 82,574 470,397
Other assets 36,907 47,830
----------- -----------
Total current assets 19,296,877 17,179,419
PROPERTY AND EQUIPMENT - net of accumulated depreciation
of $1,275,993 in 2005 and $1,383,703 in 2004 1,148,936 1,301,428
GOODWILL 2,134,344 2,134,344
INTANGIBLE ASSETS - net of accumulated amortization of
$417,062 in 2005 and $310,491 in 2004 1,085,281 1,191,852
DEFERRED TAX ASSET 547,264 742,070
OTHER ASSETS 1,145,994 539,307
----------- -----------
TOTAL ASSETS $25,358,696 $23,088,419
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,462,936 $ 3,337,310
Accrued taxes and expenses 2,917,107 1,833,934
Billings in excess of costs and estimated profits 1,949,333 1,351,298
Deferred income 42,494 42,494
Current portion of long term debt 107,390 1,394,809
Deferred tax liability 44,673 32,398
----------- -----------
Total current liabilities 8,523,933 7,992,243
LONG-TERM DEBT, LESS CURRENT PORTION 1,154,386 168,989
DEFERRED TAX LIABILITY 149,822 188,163
----------- -----------
TOTAL LIABILITIES 9,828,141 8,349,395
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 10,000,000 shares
authorized; no shares issued -- --
Common stock, $.01 par value; 10,000,000 shares authorized;
5,739,398 shares issued and outstanding in 2005 and 2004 57,394 57,394
Additional paid in capital 16,935,188 16,602,366
Deferred compensation (376,314) (178,942)
Accumulated deficit (1,085,713) (1,741,794)
----------- -----------
TOTAL EQUITY 15,530,555 14,739,024
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $25,358,696 $23,088,419
=========== ===========
The accompanying notes are an integral part of these statements
2
HENRY BROS. ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
Nine months ended Three months ended
September 30, September 30,
-------------------------- ------------------------
2005 2004 2005 2004
----------- ------------ ----------- ----------
Revenue $30,110,696 $ 19,977,273 $11,298,796 $7,785,290
Cost of revenue 22,161,167 15,165,515 8,427,197 5,781,040
----------- ------------ ----------- ----------
Gross profit 7,949,529 4,811,758 2,871,599 2,004,250
----------- ------------ ----------- ----------
Operating Expenses:
Selling general & administrative expenses 6,650,688 4,817,478 2,296,143 1,791,255
----------- ------------ ----------- ----------
Operating profit (loss) 1,298,841 (5,720) 575,456 212,995
----------- ------------ ----------- ----------
Interest income 10,892 6,035 1,486 2,631
Other Expense (4,079) (299)
Interest (expense) (59,854) (72,887) (19,177) (23,868)
----------- ------------ ----------- ----------
Income (loss) before tax expense (benefit) 1,245,800 (72,572) 557,466 191,758
Tax expense (benefit) 589,719 (29,628) 269,644 78,748
----------- ------------ ----------- ----------
Net income (loss) after taxes $ 656,081 $ (42,944) $ 287,822 $ 113,010
=========== ============ =========== ==========
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Basic Profit (Loss) Per Common Share $ 0.11 $ (0.01) $ 0.05 $ 0.02
=========== ============ =========== ==========
Weighted Average Common Shares 5,739,398 5,613,187 5,739,398 5,301,287
=========== ============ =========== ==========
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Diluted Profit (Loss) Per Common Share: $ 0.11 $ (0.01) $ 0.05 $ 0.02
=========== ============ =========== ==========
Weighted Average Diluted Common Shares 5,739,398 5,613,187 5,739,398 5,315,586
=========== ============ =========== ==========
The accompanying notes are an integral part of these statements
3
HENRY BROS. ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
For the nine months ended
September 30,
-------------------------
2005 2004
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 656,081 ($ 42,944)
Adjustments to reconcile net income (loss) from operations
to net cash provided by (used in) operating activities:
Depreciation and amortization 425,279 396,123
Bad debt expense 256,756 145,500
Stock option expense 135,450 41,825
Deferred income taxes 135,343 (29,755)
Changes in operating assets and liabilities:
Accounts receivable (4,313,108) (405,180)
Inventories (106,624) (211,299)
Costs in excess of billings and estimated profits (760,314) (1,044,915)
Other assets (595,764) 170,748
Prepaid Expenses and income tax receivable 387,823 (37,166)
Accounts payable 125,626 760,947
Accrued expenses 1,069,476 573,040
Billings in excess of cost and estimated profits 598,035 320,089
Customers deposits 13,697 17,454
Deferred Income -- 32,787
----------- -----------
Net cash provided by (used in) operating activities (1,972,244) 687,254
----------- -----------
Cash flows from investing activities:
Purchase of business, net of cash acquired -- (171,225)
Purchase of property and equipment (89,764) (85,838)
----------- -----------
Net Cash used in investing activities (89,764) (257,063)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock - net of fees 3,086,976
Net (payments) proceeds from revolving bank lines 100,000 (600,000)
Payments of bank loans (408,190) (269,460)
Capitalized lease payments (70,285) --
Payment of loan payable to owner of acquired company -- (100,000)
----------- -----------
Net Cash provided by (used in) financing activities (378,475) 2,117,516
----------- -----------
Increase (decrease) in cash and cash equivalents (2,440,483) 2,547,707
Cash and cash equivalents - beginning of period 3,154,972 1,927,416
----------- -----------
Cash and cash equivalents - end of period $ 714,489 $ 4,475,123
=========== ===========
Supplemental disclosure of cash flow information:
Amount paid for the period for:
Interest $ 59,854 $ 72,887
Taxes $ 589,719 $ 1,727
Non-cash investing and financing activities:
Equipment financed $ 76,453 $ 246,613
Issuance of stock to acquire businesses -- $ 266,400
Value of stock options issued to employees $ 332,822 --
The accompanying notes are an integral part of the financial statements.
4
1. Basis of Presentation
Henry Bros. Electronics, Inc., the ("Company") (formally Diversified
Security Solutions, Inc.) and its subsidiaries, are systems integrators
providing design, installation and support services for a wide variety of
security, communications and control systems. The Company specializes in turnkey
systems that integrate many different technologies. Systems are customized to
meet the specific needs of its customers. The Company markets nationwide with an
emphasis in the New York, Dallas, Phoenix and Southern California metropolitan
areas. Customers are primarily medium and large businesses and governmental
agencies. The Company derives a majority of its sales from project installations
and to a smaller extent, maintenance service revenue. In April of 2004, the
Company acquired Airorlite Communications, Inc. ("Airorlite"). Airorlite
specializes in the design, manufacturing and maintaining wireless communications
equipment used to enhance and extend emergency radio frequency services and
cellular communication for both fixed and mobile applications. The table below
shows the sales percentages by geographic location for the nine months ended
September 30, 2005 and 2004 as follows:
Nine months
ended September 30,
-------------------
2005 2004
---- ----
New Jersey/New York 55% 35%
California 24 33
Texas 8 14
Arizona 6 8
--- ---
Total integration 93 90
Specialty products and services 7 10
--- ---
Total 100% 100%
=== ===
The Company's headquarters are located in Saddle Brook, New Jersey. Sales
and service facilities are located near the Dallas Fort Worth Airport, Phoenix
Arizona Airport, three facilities in the New York City metropolitan area ( two
in Saddle Brook, New Jersey), and Fullerton, California. During the third
quarter of 2003, the Company's subsidiary, Viscom Products ("Viscom"),
restructured it operations to begin outsourcing the manufacturing of it products
to a third party. Viscom will continue to sell product and support existing
warranties.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles in the United States for full year financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included and are of a normal, recurring nature. Operating
results for the three month and nine month period ended September 30, 2005, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2005. These consolidated financial statements should be read
in conjunction with the consolidated financial statements and the notes thereto
that are included in the Company's Annual Report on Form 10-KSB for the fiscal
period ended December 31, 2004.
5
2. Net Income (Loss) Per Share
The computation of basic earnings (loss) per share is based upon the
weighted average number of shares of common stock outstanding during the period.
The computation of diluted earnings per share includes the dilutive effects of
common stock equivalents of options and warrants.
3. Stock Based Compensation
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation- Transition and Disclosure". SFAS No. 148 provides alternative
methods of transitions to SFAS No 123's fair value method of accounting for
stock based employee compensation, but does not require companies to use fair
value method. It also amends the disclosure provisions of SFAS No. 123 and APB
No.25 to require, in the summary of significant policies, the effect of an
entity's accounting policy with respect to stock based employee compensation on
reported net income and earnings per share in annual and interim financial
statements. The provision of this statement is effective for fiscal years ending
after December 15, 2002, and interim reporting periods beginning after December
15, 2002. Accordingly, the fair value of all options granted on and after
January 1, 2003 is to be charged against income over the vesting period. For the
nine months ended September 30, 2005, the Company charged $157,860 of options
granted subsequent to January 1, 2003 against 2005 earnings. Those issued prior
to adoption are accounted for under the intrinsic value method in accordance
with APB No. 25. The Company adopted the perspective method as permitted by SFAS
No. 148 on January 1, 2003.
Based upon the fair value method to measure compensation expense, the
Company's proforma effects for the three and nine months ended September 30,
2005 and 2004 is as follows:
For the nine months For the three months
ended September 30, ended September 30,
------------------- -------------------
2005 2004 2005 2004
-------- -------- -------- --------
Net Income (Loss) as reported $656,081 ($42,944) $287,822 $113,010
Stock based- employee compensation
expense included in reported net income
(loss), net of related tax expense 74,091 24,677 27,220 13,640
Total stock-based employee compensation
expense determined under fair valued based
net of related tax effects (93,218) (29,567) (27,220) (18,351)
-------- -------- --------
Pro forma net Income/(Loss) $636,954 ($47,834) $287,822 $108,299
======== ======== ======== ========
Earnings/(Loss) per share:
Basic and diluted - as reported $ 0.11 ($0.01) $ 0.05 $ 0.02
======== ======== ======== ========
Basic and diluted - proforma $ 0.11 ($0.01) $ 0.05 $ 0.02
======== ======== ======== ========
6
4. Segment Data
Selected information by business segment is presented in the following
tables:
For the nine months ended For the three months ended
September 30, September 30,
-------------------------- --------------------------
2005 2004 2005 2004
----------- ------------ ------------ -----------
Revenue
Total Integration $27,722,764 $ 17,731,273 $ 9,666,377 $6,266,290
Specialty Products and Services 2,387,932 2,246,000 1,632,419 1,519,000
----------- ------------ ----------- ----------
Total Revenue $30,110,696 $ 19,977,273 $11,298,796 $7,785,290
=========== ============ =========== ==========
Operating Profit (Loss)
Total Integration $ 2,433,233 $ 396,237 $ 361,909 $ 736,995
Specialty Products and Services 43,620 43 616,304 (118,000)
Corporate (1,178,012) (402,000) (402,757) (406,000)
----------- ------------ ----------- ----------
Total Operating Profit (Loss) $ 1,298,841 ($5,720) $ 575,456 $ 212,995
=========== ============ =========== ==========
September 30,
-------------------------
2005 2004
----------- -----------
Total Assets
Total Integration $19,913,689 $16,679,307
Specialty Products and Services 2,583,860 2,583,860
Corporate 2,861,147 2,861,147
----------- -----------
Total Assets $25,358,696 $22,124,314
=========== ===========
5. Subsequent Event
Effective October 10, 2005, the Company acquired all on the outstanding
common stock of Securus, Inc. for $770,000 cash paid at closing, the assumption
of $240,000 of outstanding bank debt and the issuance of 150,000 shares of the
Company's common stock placed in escrow and to be distributed to the sellers
based upon the cumulative earnings before interest and taxes ("EBIT") of Securus
on each of the next five periods ended December 31 to $2,950,000. In the event
that all such shares are issued prior to December 31, 2010, the sellers are
entitled to receive an additional payment of up to $200,000 based upon one third
of the EBIT earned in excess of $2,950,000 through December 31, 2010. Funding
for this transaction was provided by the Company's credit facility with Hudson
United Bank.
6. Contingent Liabilities
From time to time, the Company is subject to various claims with respect to
matters arising out of the normal course of business. In management's opinion,
none of these claims is likely to have a material affect on the Company's
financial statements.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Nine Months Ended September 30, 2005 and September 30, 2004
Sales - Sales for the nine months ended September 30, 2005 were $30,110,696
representing an increase of $10,133,423 or 51 % as compared to $19,977,273 for
the nine months ended September 30, 2004. This increase is principally related
to the Integration business in the New Jersey/New York metropolitan market
driven by increased business in the public transportation market. The Company's
backlog as of September 30, 2005 was $14,802,000.
Cost of Sales - Cost of sales for the nine months ended September 30, 2005
was $22,161,167 as compared to $15,165,515 for the nine months ended September
30, 2004. The gross profit margin for the nine months ended September 30, 2005
was 26.4 % as compared to 24.1 % for the nine months ended September 30, 2004.
The improved gross profit percentage is due in part to lower material and labor
costs as a percentage of sales in the 2005 period versus the 2004 period.
Selling, General and Administrative Expenses - Selling, general and
administrative expense was $6,650,688 for the nine months ended September 30,
2005 as compared to $4,817,478 for the nine months ended September 30, 2004.
This increase of 38.1% or $1,833,210 was primarily attributed to increased cost
associated with headcount of approximately $1,490,000.
Interest Income - Interest income for the nine months ended September 30,
2005 was $10,892 as compared to $6,035 for nine months ended September 30, 2004.
Interest Expense - Interest expense for the nine months ended September 30,
2005 was $59,854 as compared to $72,887 for the nine months ended September 30,
2004. The decrease of $13,033 is due to having a lower average debt balance for
the nine months ended September 30, 2005 of $1,347,307 versus $2, 079,515 for
the nine months ended September 30, 2004.
Three Months Ended September 30, 2005 and September 30, 2004
Sales - Sales for the three months ended September 30, 2005 were
$11,298,796 representing an increase of $3,513,506 or 48.23 % as compared to
$7,285,290 for the three months ended September 30, 2004. The New Jersey/New
York region integration business and Viscom specialty products business were the
primary contributors to the sales growth of the company during the three months
ended September 30, 2005 as compared to the September 30, 2004 period as the
region benefited from a strong demand for its services in the public
transportation market.
Cost of Sales - Cost of sales for the three months ended September 30, 2005
was $8,427,197 as compared to $5,781,040 for the three months ended September
30, 2004. The gross profit margin for the three months ended September 30, 2005
was 25.4 % as compared to 25.7 % for the three months ended September 30, 2004.
Improved direct labor utilization was offset by higher material and
subcontractor costs as a percentage of revenue in the 2005 period as compared
with the 2004 period.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses were $2,296,143 for the three months ended September 30,
2005 as compared to $1,791,255 for the three months ended September 30, 2004.
This increase of 28.2 % or $504,888. The most significant costs associated with
this increase was $240,000, which was related to increased expenses related to
hiring additional employees.
8
Interest Income - Interest income for the three months ended September 30,
2005 was $1,486 as compared to $2,631 for three months ended September 30, 2004
representing a decrease of $1,145.
Interest Expense - Interest expense for the three months ended September
30, 2005 was $19,177 as compared to $23,868 for the three months ended September
30, 2004. The average debt balance for the three months ended September 30, 2005
was $1,123,950 as compared to $1,970,436 for the three months ended September
30, 2004.
Liquidity and Capital Resources - As of September 30, 2005, we had cash and cash
equivalents of $714,489.On June 30, 2005, the Company refinanced $1 million of
it's outstanding bank debt into a five year term loan and entered into a 2 year
$4 million revolving credit facility with its' bank.
During the nine months ended September 30, 2005, net cash used in operating
activities was $1,972,244 due in large part to the increase in our accounts
receivable resulting from our growth in sales. We purchased property and
equipment of $89,764 and reduced our debt by $378,475. Our working capital
requirements have grown and as a result, our cash and cash equivalents have
significantly decreased over the last few years.
On July 28, 2004, the Company completed a $3,300,000 private placement of
its common stock to certain qualified institutional investors, from which the
Company received approximately $3,000,000 after expenses. We believe that our
current cash and available lines of credit should be sufficient to meet our
capital requirements for the next twelve months. However, we may seek additional
equity and or debt financing as our operations grow.
Critical Accounting Policies
Disclosure of the Company's significant accounting policies is included in
Note 1 to the consolidated financial statements of the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2004. Some of these policies
require management to make estimates and assumptions that may affect the
reported amounts in the Company's financial statement.
Forward Looking Statements
When used in this discussion, the words "believes", "anticipates",
"contemplated", "expects", or similar expressions are intended to identify
forward looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Those risks and uncertainties include changes in interest rates, the
ability to control costs and expenses, significant variations in recognized
revenue due to customer caused delays in installations, cancellations of
contracts by our customers, and general economic conditions which could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. The Company undertakes no obligation to publicly
release the results of any revisions to those forward looking statements that
may be made to reflect events or circumstances after this date or to reflect the
occurrence of unanticipated events.
9
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934 as
amended, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer, Chief Operating Officer and Chief Financial Officer, of the
design and operation of the Company's disclosure controls and procedures as
defined under Rule 13a-15(e) under the Securities Exchange Act of 1934 as of the
end of the period covered by this report. Based upon that evaluation, the
Company's Chief Executive Officer, Chief Operating Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures
(i) are effective in timely alerting them to material information relating
to the Company (including its consolidated subsidiaries) required to
be included in the Company's periodic SEC filings;
(ii) are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the
Securities and Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules
and forms; and
(iii) include controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files
or submits under the Security Exchange Act is accumulated and
communicated to the Company's management, including its principal
executive and principal financial officers or persons performing
similar functions, as appropriate to allow timely decisions regarding
required disclosure.
(b) Change in Internal Controls over Financial Reporting
As required by Rule 13a-15(d), the company's executive management including the
Chief Executive Officer, the Chief Operating officer and the Chief Financial
Officer, also conducted an evaluation of the Company's internal control over
financial reporting to determine whether any change occurred during the
Company's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting. Based on that evaluation, there have been no changes in the Company's
internal control over financial reporting during the fiscal quarter covered by
this report that have materially affected, or are reasonably likely to
materially affect our internal controls over financial reporting.
10
Part II - Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
At our 2005 Annual Meeting of Stockholders held on August 3, 2005, the following
individuals, constituting all of the members of the Board of Directors, were
elected. For each elected director, the results of the voting were:
Number of Number of
Name Votes For Votes Withheld
------------------- --------- --------------
Robert L. DeLia Sr. 5,305,750 11,933
James E. Henry 5,310,110 7,573
Joseph P. Ritorto 5,315,723 1,960
Brian Reach 5,310,150 7,533
David Sands 5,315,783 1,900
Irvin F. Witcosky 5,310,210 7,473
The stockholders also voted to ratify the selection of Demetrius & Company,
L.L.C. as our independent auditors for 2005. The results of the voting of this
proposal were 5,291,533 in favor, 3,900 against and 22,250 abstentions.
Stockholders also approved amending the Company's Certificate of Incorporation
to change the Company's name to Henry Bros. Electronics, Inc. voting 5,255,788
in favor, 40,245 against and 21,650 abstaining.
Item 5. Other Information
Not applicable
11
Item 6. Exhibits and Report on Form 8-K
Exhibits
Number Description
------ -----------
2.1 Stock Purchase Agreement by and among Henry Bros. Electronics, Inc., a
Colorado corporation, Henry Bros. Electronics, Inc., a Delaware
corporation, Securus, Inc. the Paul Marcus Trust, the Phyllis C. Marcus
Trust, Neal Marcus and Jeffery Marcus, incorporated by reference to the
8-K of the Company filed with the Securities and Exchange Commission on
October 14, 2005.
3.1 Certificate of Incorporation of the Company, incorporated by reference
to the Registration Statement on Form SB-2, File No. 333-94477 filed
with Securities and Exchange Commission on January 12, 2000.
3.2 Certificate of Amendment of the Certificate of Incorporation of the
Company, incorporated by reference to the 8-K filed with the Securities
and Exchange Commission on August 9, 2005.
3.3 Amended and Restated Bylaws, incorporated by reference to the 8-K of
the Company, filed with the Securities and Exchange Commission on
August 9, 2005.
31.1 Rule 13a-14(a) 15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) 15d-14(a) Certification of Chief Operating Officer
31.3 Rule 13a-14(a) 15d-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 11, 2005 /s/ JAMES E. HENRY
------------------
James E. Henry
Chairman, Chief Executive Officer,
Treasurer and Director
Date: November 11, 2005 /s/ IRVIN F. WITCOSKY
---------------------
Irvin F. Witcosky
Chief Operating Officer, President,
and Director
Date: November 11, 2005 /s/ PHILIP A. TIMPANARO
-----------------------
Philip A. Timpanaro
Chief Financial Officer
13