# **UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C.  20549**

 

**FORM 10-Q**

 

#### **ý  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

#### **For thequarterly period ended March 31, 2005**

 

#### **o  TRANSITIONREPORT UNDER SECTION 13 OR 15(d)OF THE EXCHANGE ACT**

 

**For the transition period from           to          **

 

#### **Commissionfile number 0-51148**

####  

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**TRI-S SECURITY CORPORATION**

(ExactName of Registrant as Specified in its Charter)

 
| **GEORGIA**                                                     | ** ** | **30-0016962**                       |
|-----------------------------------------------------------------|------------|--------------------------------------|
| (State or Other Jurisdiction  of Incorporation or Organization) |       | (I.R.S. Employer Identification No.) |

 

**3700 Mansell Road, Suite 220, Alpharetta, Georgia 30022**

(Address of Principal Executive Offices)

 

**(****770) 625-4945**

(Registrant’s Telephone Number, Including Area Code)

 

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Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

 

Yes  ý  No  o.

 

Indicatedby check mark whether registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act) Yes  o  No  ý.

 

Sharesof the registrant’s common stock, par value $0.001 per share, outstanding as ofMay 11, 2005: 3,323,700.

 

 

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**TRI-S SECURITY CORPORATION**

**QUARTERLY REPORT ON FORM 10-Q**

 

**For the quarter ended March 31, 2005**

 

**INDEX**

 
| **Part I. FINANCIAL INFORMATION** | ** **                                                                                                                                                                                   |
|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |                                                                                                                                                                                         |   |   |
| Item 1.                                | Financial Statements                                                                                                                                                                         |   |
|                                   |                                                                                                                                                                                         |   |
|                                   | Condensed Consolidated Balance Sheets as of  March 31, 2005 and December 31, 2004                                                                                                  |   |
|                                   |                                                                                                                                                                                         |   |
|                                   | Condensed Consolidated Statements of Operations for the three  months  ended March 31, 2005 and  2004 and for the period from January 1, 2004  to February 27, 2004 |   |
|                                   |                                                                                                                                                                                         |   |
|                                   | Condensed Consolidated Statements of Cash Flows for the three months  ended March 31, 2005 and 2004 and for the period from January 1,  2004 to February 27, 2004             |   |
|                                   |                                                                                                                                                                                         |
|                                   | Notes to Condensed Consolidated Financial  Statements                                                                                                                                        |   |
|                                   |                                                                                                                                                                                         |   |   |
| Item 2.                                | Management’s Discussion and Analysis of  Financial Condition and Results of Operations                                                                                                  |   |
|                                   |                                                                                                                                                                                         |   |   |
| Item 3.                                | Quantitative and Qualitative Disclosures  about Market Risk.                                                                                                                                 |   |
|                                   |                                                                                                                                                                                         |   |   |
| Item 4.                                | Controls and Procedures                                                                                                                                                                      |   |
|                                   |                                                                                                                                                                                         |   |   |
| **PART II. OTHER INFORMATION**    |                                                                                                                                                                                         |
|                                   |                                                                                                                                                                                         |   |   |
| Item 1.                                | Legal Proceedings                                                                                                                                                                            |   |
|                                   |                                                                                                                                                                                         |   |   |
| Item 2.                                | Unregistered Sales of Equity Securities and  Use of Proceeds                                                                                                                                 |   |
|                                   |                                                                                                                                                                                         |   |   |
| Item 4.                                | Submission of Matters to a Vote of Security  Holders                                                                                                                                         |   |
|                                   |                                                                                                                                                                                         |   |   |
| Item 6.                                | Exhibits                                                                                                                                                                                     |   |
|                                   |                                                                                                                                                                                         |   |   |
| Signature Page                         |                                                                                                                                                                                         |
|                                   |                                                                                                                                                                                         |   |   |
| Exhibit Index                     |                                                                                                                                                                                         |

 

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**Tri-S Security Corporation and Subsidiary**

**Condensed Consolidated Balance Sheets**

**Unaudited**

**(Inthousands, except per share data)**

 
| ** **                                                                                                                                                                          | ** ** | **March 31, 2005** | ** ** | **December 31, 2004** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------|------------|----------------------------|------------|
| **Assets**                                                                                                                                                                          |       |                    |       |                       |       |
| Current assets:                                                                                                                                                                     |       |                    |       |                       |       |
| Cash and cash equivalents                                                                                                                                                           |       | $                       | 1,853      |                       | $          | 313 |   |
| Trade accounts receivable, net                                                                                                                                                      |       | 4,782                   |       | 5,312                      |       |
| Deferred initial public offering costs                                                                                                                                              |       | —                  |       | 633                        |       |
| Deferred income taxes                                                                                                                                                               |       | 200                     |       | 200                        |       |
| Prepaid expenses and other assets                                                                                                                                                   |       | 974                     |       | 178                        |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Total current assets                                                                                                                                                                |       | 7,809                   |       | 6,636                      |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Property and equipment, less accumulated  depreciation                                                                                                                              |       | 262                     |       | 325                        |       |
| Note receivable - officer                                                                                                                                                           |       | 102                     |       | 100                        |       |
| Investment in joint venture                                                                                                                                                         |       | 6,265                   |       | 6,665                      |       |
| Investment in government contracts, net                                                                                                                                             |       | 1,073                   |       | 1,172                      |       |
| Non compete agreements, net                                                                                                                                                         |       | 304                     |       | 318                        |       |
| Deferred loan cost, net                                                                                                                                                             |       | —                  |       | 18                         |       |
| Goodwill                                                                                                                                                                            |       | 7,747                   |       | 7,747                      |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Total assets                                                                                                                                                                        |       | $                       | 23,562     |                       | $          | 22,981 |   |
|                                                                                                                                                                                |       |                    |       |                       |       |
| **Liabilities  and Stockholders’ Equity (Deficit)**                                                                                                                            |       |                    |       |                       |       |
| Current liabilities:                                                                                                                                                                |       |                    |       |                       |       |
| Trade accounts payable                                                                                                                                                              |       | $                       | 139        |                       | $          | 351 |   |
| Accrued salaries                                                                                                                                                                    |       | 1,022                   |       | 774                        |       |
| Payroll and payroll withholding taxes                                                                                                                                               |       | 295                     |       | 347                        |       |
| Accrued vacation                                                                                                                                                                    |       | 682                     |       | 612                        |       |
| Accrued interest expense                                                                                                                                                            |       | —                  |       | 316                        |       |
| Accrued interest on preferred stock subject  to mandatory redemption                                                                                                                |       | 25                      |       | 250                        |       |
| Other accrued expenses                                                                                                                                                              |       | 1,275                   |       | 689                        |       |
| Income taxes payable                                                                                                                                                                |       | 572                     |       | 212                        |       |
| Short-term notes payable                                                                                                                                                            |       | 1,736                   |       | 10,798                     |       |
| Current portion of capital lease  obligations                                                                                                                                       |       | 92                      |       | 91                         |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Total current liabilities                                                                                                                                                           |       | 5,838                   |       | 14,440                     |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Other liabilities:                                                                                                                                                                  |       |                    |       |                       |       |
| Capital lease obligations, less current  portion                                                                                                                                    |       | 78                      |       | 103                        |       |
| Income taxes payable                                                                                                                                                                |       | 704                     |       | 1,056                      |       |
| Deferred income taxes                                                                                                                                                               |       | 2,381                   |       | 2,663                      |       |
| Series C preferred stock subject to  mandatory redemption                                                                                                                      |       | 6,000                   |       | 6,000                      |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Total liabilities                                                                                                                                                                   |       | 15,001                  |       | 24,262                     |       |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Stockholders’ equity (deficit):                                                                                                                                                |       |                    |       |                       |       |
| Preferred stock, $1.00 par value,  10,000,000 shares authorized                                                                                                                     |       |                    |       |                       |       |
| Series A convertible preferred stock  100,000 shares issued and outstanding                                                                                                    |       | —                  |       | 460                        |       |
| Series B convertible preferred stock,  40,000 shares issued and outstanding                                                                                                    |       | —                  |       | 196                        |       |
| Common stock, $0.001 par value, 25,000,000  shares authorized, 3,285,000 and 827,832 shares issued and outstanding at  March 31, 2004 and December 31, 2005, respectively |       | 3                       |       | 1                          |       |
| Additional paid-in capital                                                                                                                                                          |       | 11,050                  |       | 115                        |       |
| Retained earnings (deficit)                                                                                                                                                         |       | (2,492                  | )          | (2,053                     | )          |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Total stockholders’ equity (deficit)                                                                                                                                           |       | 8,561                   |       | (1,281                     | )          |
|                                                                                                                                                                                |       |                    |       |                       |       |
| Total liabilities and stockholders’ equity  (deficit)                                                                                                                          |       | $                       | 23,562     |                       | $          | 22,981 |   |

 

See accompanying notes to financialstatements.

 

1

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**Tri-S Security Corporation and Subsidiary**

** **

**Condensed Consolidated Statements ofOperations**

**Unaudited**

**(In thousands, except per share data)**

 
| ** **                                                   | ** ** | ** **             | ** ** | ** **             | ** ** | **Predecessor Basis**          | ** ** |
|--------------------------------------------------------------|------------|------------------------|------------|------------------------|------------|--------------------------------|------------|
| ** **                                                   | ** ** | ** **             | ** ** | ** **             | ** ** | **Paragon Systems, Inc.** | ** ** |
| ** **                                                   | ** ** | **Three Months**       | ** ** | **Three Months**       | ** ** | **January 1, 2004**       | ** ** |
| ** **                                                   | ** ** | **Ended**              | ** ** | **Ended**              | ** ** | **to**                         | ** ** |
| ** **                                                   | ** ** | **March 31 2005** | ** ** | **March 31 2004** | ** ** | **February 27, 2004**     | ** ** |
|                                                         |       |                   |       |                   |       |                           |       |
| Revenues                                                     |       | $                      | 7,979      |                   | $          | 2,578                          |       | $ | 4,705 |   |
|                                                         |       |                   |       |                   |       |                           |       |
| Cost of revenues:                                            |       |                   |       |                   |       |                           |       |
| Direct labor                                                 |       | 4,216                  |       | 1,264                  |       | 2,481                          |       |
| Indirect labor and labor related costs                       |       | 3,002                  |       | 720                    |       | 1,892                          |       |
| Other contract support costs                                 |       | 318                    |       | 110                    |       | 221                            |       |
| Amortization of government contracts                         |       | 95                     |       | 30                     |       | —                         |       |
|                                                         |       | 7,631                  |       | 2,124                  |       | 4,594                          |       |
| Gross profit                                                 |       | 348                    |       | 454                    |       | 111                            |       |
|                                                         |       |                   |       |                   |       |                           |       |
| Selling, general and administrative                          |       | 678                    |       | 213                    |       | 230                            |       |
| Operating income (loss)                                      |       | (330                   | )          | 241                    |       | (119                           | )          |
|                                                         |       |                   |       |                   |       |                           |       |
| Other income (expense):                                      |       |                   |       |                   |       |                           |       |
| Interest income                                              |       | 12                     |       | 1                      |       | —                         |       |
| Interest expense                                             |       | (315                   | )          | (174                   | )          | (11                            | )          |
| Interest on preferred stock subject to  mandatory redemption |       | (75                    | )          | (25                    | )          | —                         |       |
|                                                         |       | (378                   | )          | (198                   | )          | (11                            | )          |
|                                                         |       |                   |       |                   |       |                           |       |
| Income (loss) before income taxes                            |       | (708                   | )          | 43                     |       | (130                           | )          |
|                                                         |       |                   |       |                   |       |                           |       |
| Income tax expense (benefit)                                 |       | (269                   | )          | 16                     |       | —                         |       |
|                                                         |       |                   |       |                   |       |                           |       |
| Net income (loss)                                            |       | $                      | (439       | )                      | $          | 27                             |       | $ | (130 | ) |
|                                                         |       |                   |       |                   |       |                           |       |
| Pro forma income tax expense (benefit)                       |       |                   |       |                   |       | (49                            | )          |
|                                                         |       |                   |       |                   |       |                           |       |
| Proforma net income (loss)                                   |       |                   |       |                   |       | $                              | (81        | ) |
|                                                         |       |                   |       |                   |       |                           |       |
| Basic net income (loss) per common share                     |       | $                      | (0.19      | )                      | $          | 0.03                           |       |   |   |
| Diluted net income (loss) per common share                   |       | $                      | (0.19      | )                      | $          | 0.02                           |       |   |   |
| Basic weighted average number of common  shares              |       | 2,358                  |       | 825                    |       |                           |       |
| Diluted weighted average number of common  shares            |       | 2,459                  |       | 1,262                  |       |                           |       |

 

See accompanying notes to financialstatements.

 

2

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**Tri-S Security Corporation and Subsidiary**

** **

**Condensed Consolidated Statements of CashFlows**

**Unaudited**

**(In thousands)**

 
| ** **                                                                                       | ** ** | **Three Months**       | ** ** | **Three Months**       | ** ** | **For the period**          | ** ** |
|--------------------------------------------------------------------------------------------------|------------|------------------------|------------|------------------------|------------|-----------------------------|------------|
| ** **                                                                                       | ** ** | **Ended**              | ** ** | **Ended**              | ** ** | **January 1, 2004 to** | ** ** |
| ** **                                                                                       | ** ** | **March 31 2005** | ** ** | **March 31 2004** | ** ** | **February 27, 2004**  | ** ** |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Cash flow from operating activities:                                                             |       |                   |       |                   |       |                        |       |
| Net income (loss)                                                                                |       | $                      | (439       | )                      | $          | 27                          |       | $ | (130 | ) |
| Adjustments to reconcile net income (loss)  to net cash provided (used) by operating activities: |       |                   |       |                   |       |                        |       |
| Depreciation and amortization                                                                    |       | 194                    |       | 70                     |       | 28                          |       |
| Deferred income tax benefits                                                                     |       | (282                   | )          | —                 |       | —                      |       |
| Changes in operating assets and  liabilities:                                                    |       |                   |       |                   |       |                        |       |
| Trade accounts receivable, net                                                                   |       | 530                    |       | 1,098                  |       | (1,161                      | )          |
| Prepaid expenses and other assets                                                                |       | (796                   | )          | 15                     |       | (499                        | )          |
| Trade accounts payable                                                                           |       | (212                   | )          | (363                   | )          | 62                          |       |
| Accrued salaries                                                                                 |       | 248                    |       | (36                    | )          | (59                         | )          |
| Payroll and payroll withholding taxes                                                            |       | (52                    | )          | (160                   | )          | 226                         |       |
| Accrued vacation                                                                                 |       | 70                     |       | 17                     |       | 85                          |       |
| Accrued interest expense                                                                         |       | (316                   | )          | 47                     |       | —                      |       |
| Accrued interest on redeemable preferred  stock                                                  |       | (225                   | )          | 25                     |       | —                      |       |
| Other accrued expenses                                                                           |       | 584                    |       | (294                   | )          | 692                         |       |
| Income taxes payable                                                                             |       | 8                      |       | (38                    | )          | (111                        | )          |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Net cash provided (used) by operating  activities                                                |       | (688                   | )          | 408                    |       | (867                        | )          |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Cash flow from investing activities:                                                             |       |                   |       |                   |       |                        |       |
| Acquisition of subsidiary                                                                        |       | —                 |       | (2,300                 | )          | —                      |       |
| Proceeds from investment in joint venture                                                        |       | 400                    |       | —                 |       | 715                         |       |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Net cash provided (used) by investing  activities                                                |       | 400                    |       | (2,300                 | )          | 715                         |       |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Cash flow from financing activities:                                                             |       |                   |       |                   |       |                        |       |
| Proceeds from initial public offering                                                            |       | 11,079                 |       | —                 |       | —                      |       |
| Proceeds (repayments) of short-term notes                                                        |       | (9,062                 | )          | 2,902                  |       | (405                        | )          |
| Proceeds (repayments) of capital lease  obligations                                              |       | (24                    | )          | (7                     | )          | (13                         | )          |
| Deferred initial public offering costs                                                           |       | (165                   | )          | —                 |       | —                      |       |
| Loan costs                                                                                       |       | —                 |       | (120                   | )          | —                      |       |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Net cash provided (used) by financing  activities                                                |       | 1,828                  |       | 2,775                  |       | (418                        | )          |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Net increase (decrease) in cash and cash  equivalents                                            |       | 1,540                  |       | 883                    |       | (570                        | )          |
| Cash and cash equivalents at beginning of  period                                                |       | 313                    |       | 102                    |       | 846                         |       |
| Cash and cash equivalents at end of period                                                       |       | $                      | 1,853      |                   | $          | 985                         |       | $ | 276 |   |
|                                                                                             |       |                   |       |                   |       |                        |       |
| Supplemental disclosures of cash flow  information:                                              |       |                   |       |                   |       |                        |       |
| Interest paid                                                                                    |       | $                      | 931        |                   | $          | 148                         |       | $ | 6 |   |
| Income taxes paid                                                                                |       | $                      | 6          |                   | $          | 54                          |       | $ | — |   |

 

Seeaccompanying notes to financial statements.

 

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**TRI-S SECURITY CORPORATION AND SUBSIDIARY**

 

**NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS**

 

**March 31, 2005**

 

**1.****              Unaudited FinancialStatements**

 

The accompanying financial statements are unaudited and have beenprepared by the management of Tri-S Security Corporation and subsidiary (the “Company”,“Tri-S” or “we”) in accordance with the rules and regulations of theSecurities and Exchange Commission (the “SEC”). In the opinion of our management, all adjustments, consisting of normalrecurring accruals necessary for the fair presentation of the financialposition, results of operations and cash flows, have been included.  For further information, refer to our auditedfinancial statements and footnotes thereto included in our Annual Report on Form 10-Kfor the year ended December 31, 2004 filed with the SEC (the “AnnualReport”).  Disclosure that substantiallyduplicates the disclosure contained in the footnotes to the audited financialstatements included in the Annual Report has been omitted from these Notes.

 

**2.****              Income Taxes**

 

We account for our income taxes in accordance with Statement ofFinancial Accounting Standards No. 109. Deferred tax assets and liabilities are recognized for the expected taxconsequences of temporary differences between the tax basis of assets andliabilities and their reported amounts and for operating loss carry forwards.

 

**3.****              Initial PublicOffering**

 

On February 9, 2005, we commenced an underwritten initial publicoffering of 1,800,000 units (plus up to an additional 270,000 units subject tothe exercise of the underwriters’ over-allotment option), with each unit (a “Unit”)consisting of one share of our common stock, par value $0.001 per share (the “CommonStock”), and a warrant to purchase one share of Common Stock, at an initialoffering price per Unit of $6.00 (the “Initial Public Offering”).  The Initial Public Offering closed withrespect to the initial 1,800,000 Units on February 14, 2005 and withrespect to the additional 270,000 Units on March 17, 2005. The aggregatenet proceeds to us from the Initial Public Offering were approximately$11,079,000 after underwriting discounts and commissions, offering expenses andconsulting fees.  As of December 31,2004, we had accrued or paid $633,000 in aggregate costs for the Initial PublicOffering.  Since December 31, 2004,we have accrued or paid an additional $165,000 in aggregate costs for theInitial Public Offering.

 

4

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**4.****              Acquisition ofParagon Systems, Inc.**

 

On February 27, 2004, Tri-S acquired (the “Acquisition”) all ofthe outstanding capital stock of Paragon Systems, Inc., an Alabamacorporation with offices located in Huntsville, Alabama (“Paragon Systems”).  At the closing of the Acquisition, we: (i) paid$10.0 million, of which $2.3 million was paid in cash and $7.7 million was paidthrough the issuance of promissory notes (the “Paragon Notes”) to the formershareholders of Paragon Systems; and (ii) issued 100 shares of our Series CRedeemable Preferred Stock, with an aggregate redemption value of $6.0 million.After the completion of the Initial Public Offering, we paid the outstandingprincipal of the Paragon Notes and all unpaid, accrued interest thereon. We areobligated to redeem the outstanding shares of Series C RedeemablePreferred Stock by February 27, 2007.

 

**5.****              Common and PreferredStock**

 

On February 7, 2005, we effected an exchange and recapitalization(the “Exchange and Recapitalization”) of all the outstanding shares of ourCommon Stock, Series A Convertible Preferred Stock and Series BConvertible Preferred Stock and all rights to acquire our Common Stock pursuantto an Exchange and Recapitalization Agreement dated November 19, 2004among the Company and all of the holders of the outstanding Common Stock, Series AConvertible Preferred Stock and Series B Convertible Preferred Stock andthe holders of all rights to acquire Common Stock. As a result of the Exchangeand Recapitalization, all of the outstanding shares of Common Stock, Series A Convertible Preferred Stock and Series B ConvertiblePreferred Stock were exchanged for an aggregate of 1,200,000 shares of CommonStock.  The Exchange and Recapitalizationwas given retroactive treatment in the financial statements and relateddisclosures.

 

As of March 31, 2005, we are authorized to issue ten millionshares of our preferred stock, par value $1.00 per share (the “Preferred Stock”).  Our Board of Directors is authorized, withoutfurther shareholder action, to divide any or all shares of authorized PreferredStock into series and to fix and determine the designations, preferences andrelative participating, optional or other special rights, and qualifications,limitations or restrictions thereon, of any series so established, includingvoting powers, dividend rights, liquidation preferences, redemption rights andconversion or exchange privileges.

 

As of December 31, 2004, we had outstanding 100,000 shares of Series A Convertible Preferred Stock, 40,000 shares of Series BConvertible Preferred Stock and 100 shares of Series C RedeemablePreferred Stock.

 

The shares of Series A ConvertiblePreferred Stock have no voting rights, except as otherwise required byapplicable law, and no preemptive, dividend or sinking fund rights. In theExchange and Recapitalization, all of the outstanding shares of Series A Convertible Preferred Stock were exchanged for anaggregate of 242,718 shares of Common Stock.

 

The shares of Series B Convertible Preferred Stock have no votingrights, except as otherwise required by applicable law, and no preemptive,dividend or sinking fund rights. In the 

 

5

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Exchange and Recapitalization, all of the outstanding shares of Series BConvertible Preferred Stock were exchanged for an aggregate of 129,450 sharesof Common Stock.

 

The shares of Series C Redeemable Preferred Stock have no votingrights, except as otherwise required by applicable law, and no preemptive,conversion or sinking fund rights. In the event of a liquidation, dissolutionor winding up of the Company, holders of the Series C Redeemable PreferredStock are entitled to a liquidation preference and the holders of shares ofCommon Stock have a secondary liquidation right to the assets of the Company.

 

The Series C Redeemable Preferred Stock has a redemption value of$60,000 per share. We may redeem the outstanding shares of Series CRedeemable Preferred Stock at any time, but must redeem all the outstandingshares of Series C Redeemable Preferred Stock no later than February 27,2007. The holders of the Series C Redeemable Preferred Stock are entitledto receive cumulative cash dividends at a rate of 5% of the redemption valueper annum (or $300,000 per share per annum).

 

We are authorized to issue 25 million shares of Common Stock. The holdersof Common Stock are entitled to one vote per share on all matters. The CommonStock does not have cumulative voting rights. Each share of Common Stock has an equal and ratable right to receivedividends to be paid from assets legally available when and if declared by ourBoard of Directors. We have never paid any cash dividends on the Common Stock.

 

**6.****              Contingencies**

 

Based on currently known facts, we believe there are no claims orlitigation pending against us the disposition of which would materially affectour financial position or future operating results, although we cannot becertain as to the ultimate outcome of any such claim or litigation. Inaddition, exposure to litigation is inherent in our ongoing business and mayharm our business in the future.

 

**7.****              Investment in JointVenture**

 

We own a 10% equity interest in Army Fleet Support, LLC (“Army FleetSupport”), which provides all logistics support for U.S. Army Aviation trainingat Fort Rucker, Alabama.  We account forour 10% interest in Army Fleet Support on a cost basis because we do notexercise significant influence over Army Fleet Support’s operating or financialactivities.  We record cash distributionsreceived from Army Fleet Support as reductions of our investment in Army FleetSupport.  In January and April 2005,we received cash distributions of $400,000 and $309,000, respectively, withrespect to our interest in Army Fleet Support.

 

**8.****              Subsequent Event**

 

On April 20, 2005, Paragon Systems entered into a new Factoringand Security Agreement with LSQ Funding Group, L.L.C. (“LSQ”) which amendsParagon Systems’ existing factoring agreement with LSQ to increase ParagonSystems’ available credit line to $6.5 million and to decrease the effectiveborrowing rate on such credit line.

 

6

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**Item 2:****                                                          Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

 

*Certain information included in thisQuarterly Report on Form 10-Q for the quarter ended March 31,2005 (the “Quarterly Report”) contains, and other reports or materials we havefiled or will file with the SEC (as well as information included in oralstatements or other written statements made or to be made by us) contain orwill contain, “forward-looking statements” within the meaning of Section 21Eof the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27Aof the Securities Act of 1933, as amended (the “Securities Act”), and pursuantto the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).  Such forward-looking statements may relate tofinancial results and plans for future business activities, and are thusprospective.  Such forward-lookingstatements are subject to risks, uncertainties, and other factors that couldcause actual results to differ materially from future results expressed orimplied by such forward-looking statements. Among the important factors that could cause actual results to differmaterially from those indicated by such forward-looking statements are loss of customers,failure of customers to renew or extend existing contracts for security guardservices and the risk factors detailed from time to time in our periodicreports and registration statements filed with the SEC.  All forward-looking statements are madepursuant to the PSLRA and as such speak only as of the date made.*

 

*The results of operations presented ordiscussed below are based on historical results for the Company.  Historical amounts for the three months endedMarch 31, 2004 and the period from January 1, 2004 to February 27,2004 for Paragon Systems prior to the Acquisition are combined for presentationand discussion purposes.*

 

*Paragon Systems was formerly a subchapter Scorporation and, consequently, pro forma income tax expense and pro forma netincome are presented on the face of the historical statements for the periodfrom January 1, 2004 to February 27, 2004.  The adjustments include only taxes at astatutory rate of 38%.*

 

**Overview**

 

We provide contract guard services to various Federal governmentagencies.  These guard services includeproviding uniformed and armed guards for access control, personnel protection,plant security, theft prevention, surveillance, vehicular and foot patrol,crowd control and prevention of sabotage, terrorist and criminalactivities.  In connection with providingthese services, we assume responsibility for a variety of functions, includingrecruiting, hiring, training and supervising security guards deployed to theFederal agencies served as well as paying all guards and providing them withuniforms, employee benefits and workers’ compensation insurance.  We are responsible for preventing theinterruption of guard services as a consequence of illness, vacations orresignations.

 

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**Results of Operations**

 

***Three Months Ended March 31,2005 Compared to Three Months Ended March 31, 2004***

 

Revenue increased $696,000 to $7.9 million, or 9.6%, for the threemonths ended March 31, 2005, compared to revenue of $7.3 million for thethree months ended March 31, 2004. The increase in revenue resulted primarily from: (i) one newcontract under which we started operations on October 1, 2004; (ii) additionalservices which were requested by the Federal Emergency Management Agency undera contract that we manage for the Department of Homeland Security primarilyrelating to hurricane Ivan which affected the Mobile, Alabama area in September 2004($173,000); and (iii) existing contract cost increases which we are nowallowed to bill to government agencies ($458,000).

 

Cost of revenue increased $913,000 to $7.6 million, or 13.6%, for thethree months ended March 31, 2005, compared to cost of revenue of $6.7million for the three months ended March 31, 2004.  Amortization of our investment in governmentcontracts accounts for $65,000 of the increased cost and the new contract whichstarted on October 1, 2004 accounts for another $56,000.  The remaining $792,000 of increased cost ofmanaging our government contracts relates to previously existingcontracts.  Labor and labor related costof the previously existing contracts increased by $805,000, offset by areduction in other contract support cost of $13,000.  Our contracts with government agenciesgenerally allow us to invoice certain increased cost to our government agencycustomers.  We have not been allowed toinvoice one of our customers, the Department of Homeland Security, for all ofour cost of providing additional services to it relating to hurricaneIvan.  The increased cost incurred by usduring the three months ended March 31, 2005 due to providing assistancerelating to hurricane Ivan which we were not allowed to recover totals $35,000in travel expenses.  We intend to file aclaim with the Department of Homeland Security to recover these additionalexpenses.  In addition to the increasedcosts relating to hurricane Ivan, we have not been allowed to invoice certainof our increased labor costs relating to contracts with Department of Homeland Securityeven though our contracts with Department of Homeland Security provide for usto recover these increased labor costs. For the three months ended March 31, 2005, this amounts toapproximately $55,000.  We intend to filea claim with the Department of Homeland Security to recover these costs plussimilar costs for 2004 that we have not been allowed to invoice.  Our gross profit on our contract with theSocial Security Administration is $103,000 less for the three months ended March 31,2005 than the gross profit for the three months ended March 31, 2004.  This primarily relates to increased cost ofour labor that we were not able to pass on to the Social SecurityAdministration.  We are in the initialstages of evaluating our options as they relate to this contract.

 

Our gross profit decreased by $217,000 for the three months ended March 31,2005.  This decrease is primarilyattributable to increased amortization of government contracts of $65,000 andto an increase in the cost of providing guard services of $174,000 that we werenot able to invoice to our government agency customers.  The increase in the cost of providing guardservices primarily relates to two contracts with the Department of HomelandSecurity and one with the Social Security Administration.

 

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Selling, general and administrative expenses increased $235,000 to$678,000, or 53%, for the three months ended March 31, 2005 compared to$443,000 for the three months ended March 31, 2004.  The increase in costs for three months ended March 31,2005 is attributable primarily to costs associated with the corporate office ofTri-S.  In the three months ended March 31,2005, corporate office expense includes the cost of additional staff and othercosts related to, and legal, accounting and other professional fees associatedwith, being a public company.  There wereno similar costs incurred for the three months ended March 31, 2004.

 

Interest expense increased $180,000 to $390,000 for the three monthsended March 31, 2005 compared to interest expense of $210,000 for thethree months ended March 31, 2004. Interest expense of $390,000 and $210,000 for the three months ended March 31,2005 and 2004, respectively, is almost entirely related to theAcquisition.  In February 2005, wecompleted our Initial Public Offering and received proceeds therefrom beforeexpenses of $11.1 million.  We used theproceeds from the Initial Public Offering to pay the Paragon Notes and to paydown the liability to the Company’s factor. In connection with the Acquisition, Paragon Systems entered into afactoring agreement with LSQ to finance a portion of the purchase price ofParagon Systems.  It is anticipated thatpaying the Paragon Notes and the reduction of our obligation to LSQ willsignificantly reduce interest expense in future periods.  Interest expense relating to the Series CReedemable Preferred Stock will continue to accrue interest at the rate of$25,000 per month.

 

Income taxes are provided at 38% of income (loss) before incometaxes.  The 38% rate equals federalincome taxes at 34% plus 4% for state income taxes net of the Federaleffect.  Paragon Systems used the cashbasis of accounting for income taxes prior to the Acquisition on February 27,2004.  Pro forma income tax benefit at38% is presented for comparative purposes. Even though Tri-S has a net operating loss carry forward ofapproximately $1.8 million, we have recognized a deferred income tax benefitfor the net operating loss carry forward because we anticipate reporting incomebefore income taxes in future periods. In addition, cash distributions received from Army Fleet Support aretaxable.  We received cash distributionsof $400,000 and $309,000 from Army Fleet Support in January 2005 and April 2005,respectively.

 

**Liquidity and Capital Resources**

 

Our current financial condition has been significantly influenced byfour factors: (i) the successful completion of the Initial PublicOffering; (ii) payment of the Paragon Notes; (iii) cash distributionsreceived from Army Fleet Support; and (iv) reduction in our gross profitprimarily attributable to three non-profitable contracts with Federalgovernment agencies.

 

On February 9, 2005, we successfully completed the Initial PublicOffering and realized proceeds of $11.1 million. After paying the Paragon Notestotaling $7.7 million, paying $165,000 in additional costs of the InitialPublic Offering and paying down our obligation to our factor, we retainedapproximately $1.9 million to fund working capital, pay down other debtobligations, expand our operations and use for general corporate purposes.

 

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We received $400,000 and $309,000 in cash distributions from ourinvestment in Army Fleet Support in January 2005 and April 2005,respectively.  We anticipate receivingsimilar quarterly distributions from Army Fleet Support over the next twelvemonths.  We intend to use these cashdistributions to make acquisitions, meet our income tax obligations resultingfrom the conversion of Paragon Systems from an “S” corporation to a “C”corporation for income tax purposes and for other general corporate purposes.

 

We reported cash out flow of $688,000 from operating activities for thethree months ended March 31, 2005.  This results primarily from two factors: (i) payment ofinterest due on the Paragon Notes; and (ii) operating losses relating tothree government contracts.  Interestpayments during the three months ended March 31, 2005 totaled$706,000.  On April 20, 2005,Paragon Systems executed a new agreement with our factor, LSQ, which shouldsignificantly reduce the cost of funds provided by LSQ for working capitalpurposes.  We anticipate that the termsof the new agreement in combination with reduced borrowing will reduce ourinterest expense by approximately $450,000 for 2005 compared to 2004.  Operating losses on three of our governmentcontracts totaled $232,000.  We arecurrently negotiating with the Department of Homeland Security to eliminate ouroperating losses on two of the contracts and to recover certain costs in prioryears that should be covered based on terms of our contracts with theDepartment of Homeland Security.

 

**Item 3:****                                                          Quantitativeand Qualitative Disclosures about Market Risk**

 

We are exposed to various market risks, including changes in interestrates. Market risk is the potential loss arising from adverse changes in marketrates and prices, such as interest rates and foreign currency exchange rates.We do not enter into derivatives or other financial instruments for trading orspeculative purposes. We have not entered into financial instruments to manageand reduce the impact of changes in interest rates and foreign currencyexchange rates, although we may enter into such transactions in the future.

 

Our factoring facility with LSQ has a funds usage fee which varies withthe prime rate. Accordingly, if we sell our accounts receivable to LSQ and suchaccounts remain unpaid, then any increase in the prime rate will increase thefunds usage fee we owe on such unpaid accounts and, therefore, reduce ourearnings.

 

**Item 4:****                                                          Controlsand Procedures**

 

Our ChiefExecutive Officer and Chief Financial Officer have evaluated our disclosurecontrols and procedures (as such term is defined in Rules 13a-15(e) or15d-15(e) of the Exchange Act), as of the end of the period coveredby this Quarterly Report, as required by paragraph (b) of Rules 13a-15or 15d-15 of the Exchange Act. Based on such evaluation, such officershave concluded that, as of the end of the period covered by this QuarterlyReport, our disclosure controls and procedures are effective.

 

During thequarter ended March 31, 2005, there was not any change in our internalcontrol over financial reporting identified in connection with the evaluationrequired by 

 

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paragraph(d) of Rules 13a-15 or 15d-15 of the Exchange Act thathas materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

 

**PART II - OTHER INFORMATION**

 

**Item 1.****                                                           LegalProceedings**

 

Based oncurrently known facts, we believe there are no claims or litigation pendingagainst us the disposition of which would materially affect our financialposition or future operating results, although we cannot be certain as to theultimate outcome of any such claim or litigation. In addition, exposure tolitigation is inherent in our ongoing business and may harm our business in thefuture.

 

**Item 2.****                                                           UnregisteredSales of Equity Securities and Use of Proceeds**

 

On March 3, 2005, we issued 15,000 shares of Common Stock toDouglas Ball pursuant to that certain Letter Agreement between the Company and Mr. Ball.On April 8, 2005, we issued 8,700 shares of Common Stock to a publicrelations firm in exchange for services rendered by the firm to us. The sharesof Common Stock issued by us on such dates were issued without registrationunder the Securities Act in reliance upon the exemption from registration setforth in Section 4(2) of the Securities Act.  The Company based such reliance upon factualrepresentations made by the recipients of the shares to us regarding therecipients’ investment intent and sophistication, among other things.

 

In connection with our Initial Public Offering, on February 8, 2005,the SEC declared effective our Registration Statement on Form S-1 (No.333-119737), as amended (the “Registration Statement”). Pursuant to theRegistration Statement, we registered under the Securities Act the sale andissuance of 1,800,000 Units, plus an additional 270,000 Units underlying theunderwriters' over-allotment option. Each Unit consists of one share of CommonStock and one warrant to purchase one share of Common Stock. The initial publicoffering price of the Units was $6.00 per Unit. The managing underwriters ofthe offering were Capital Growth Financial, LLC and Bathgate Capital PartnersLLC.

 

Our Initial Public Offering commenced on February 9, 2005. The initial1,800,000 Units were sold to underwriters at a price of $5.52 per Unit at theclosing of the offering on February 14, 2005. On March 15, 2005, theunderwriters exercised their over-allotment option to purchase the additional270,000 Units. The additional 270,000 Units were sold to the underwriters at aprice of $5.52 per Unit at the closing of the over-allotment option on March17, 2005. All of the Units were sold by us. There were no selling shareholdersin the offering.

 

The aggregate gross proceeds from the Units sold, including the Unitssold pursuant to the exercise of the underwriters' over-allotment option, wereapproximately $12.4 million. The aggregate net proceeds to us wereapproximately $10.3 million after deducting approximately $2.1 million inunderwriting discounts and commissions, offering expenses and consulting fees. 

 

We used approximately $8.1 million of the net proceeds to repay theParagon Notes, $300,000 to pay the accrued interest due on our Series CRedeemable Preferred Stock and $1.9 million to fund working capital, pay downother debt obligations, expand our operations and use for general corporatepurposes. 

 

**Item 4.****                                                           Submissionof Matters to a Vote of Security Holders**

 

On January 22,2005, we held our 2005 annual meeting of shareholders at which meeting ourshareholders took the following actions to adjust the terms of office of thedirectors of the Company as approved by our shareholders on October 13,2004:

 

(i)                                     electedJames M. Logsdon to serve as a Class I director, commencing upon theeffectiveness of the Registration Statement and until our 2006 annual meetingof shareholders and until his successor is elected and qualified or until hisearlier death, resignation or removal;

 

(ii)                                  electedJames A. Verbrugge to serve as a Class II director, commencing upon theeffectiveness of the Registration Statement and until our 2007 annual meetingof shareholders and until his successor is elected and qualified or until hisearlier death, resignation or removal; and

 

(iii)                               electedeach of Ronald G. Farrell and Lee K. Toole to serve as a Class IIIdirector, commencing upon the effectiveness of the Registration Statement anduntil our 2008 annual meeting of shareholders and until their successors areelected and qualified or until their earlier death, resignation or removal.

 

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The electionof each of the directors of the 2005 annual meeting of shareholders receivedthe approval of shareholders holding 2,500,000 shares of Common Stock, whichconstituted a majority of the outstanding shares of Common Stock entitled tovote.  No votes were withheld orabstained with respect to the election of such directors.

 

**Item 6.****                                                           Exhibits**

 

The exhibitsrequired to be filed with this Quarterly Report are set forth on the Exhibit Indexattached hereto.

 

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**SIGNATURE**

 

Pursuant to the requirements of the Securities Exchange Act of 1934 theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.

 
|                    | **TRI-S SECURITY CORPORATION**                                |
|-------------------------|---------------------------------------------------------------|
|                    |                                                          |
|                    |                                                          |
| Date: May 11, 2005 | /s/ Ronald G. Farrell                                         |   |
|                    | Ronald G. Farrell                                             |
|                    | Chief Executive Officer                                       |
|                    | (duly  authorized signatory and  Principal Executive Officer) |

 

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**EXHIBIT INDEX**

 

10.1                           Factoring Agreement dated April 2005between Paragon Systems, Inc. and LSQ Funding Group, L.L.C. (Incorporatedby reference to Exhibit 99.1 to the Company’s Form 8-K filed onApril 26, 2005).

 

10.2                           Form of IndemnificationAgreement (Incorporated by reference to Exhibit 10.43 to the Company’sRegistration Statement on Form S-1, as amended (No. 333-119737)).

 

10.3                           Summary of Board Compensation.

 

10.4         FederalGovernment Contract # DAAH 01-00-C-0057, as amended.

 

31.1         Rule 13a-14(a)/15d-14(a) Certification by the Company’sChief Executive Officer.

 

31.2         Rule 13a-14(a)/15d-14(a) Certification by the Company’sChief Financial Officer.

 

32.1         Section 1350 Certificationby the Company’s Chief Executive Officer.

 

32.2         Section 1350Certification by the Company’s Chief Financial Officer.

 

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