-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Rw/LZCC8QKqHS+KgNT5ITRxDpi8NA7JS3madXOv+Li4QMHwsOEKZ0uXyEhdY7T7E nX/Nh1Cz56jRPXai/5PIoA== 0000102138-95-000001.txt : 19950512 0000102138-95-000001.hdr.sgml : 19950512 ACCESSION NUMBER: 0000102138-95-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950505 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMO VOLTEK CORP CENTRAL INDEX KEY: 0000102138 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 131946800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10574 FILM NUMBER: 95535075 BUSINESS ADDRESS: STREET 1: 470 WILDWOOD STREET STREET 2: P O BOX 2878 CITY: WODBURN STATE: MA ZIP: 01888-1587 BUSINESS PHONE: 6176221000 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL VOLTRONICS CORP DATE OF NAME CHANGE: 19920703 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------------------- FORM 10-Q (mark one) [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarter Ended April 1, 1995. [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number 1-10574 THERMO VOLTEK CORP. (Exact name of Registrant as specified in its charter) Delaware 13-1946800 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 470 Wildwood Street, P.O. Box 2878 Woburn, Massachusetts 01888-1578 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 622-1000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Class Outstanding at April 28, 1995 ---------------------------- ------------------------------ Common Stock, $.05 par value 4,060,517 PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. PART I - Financial Information Item 1 - Financial Statements (a) Consolidated Balance Sheet - Assets as of April 1, 1995 and December 31, 1994 (In thousands) April 1, December 31, 1995 1994 -------- ------------ Current Assets: Cash and cash equivalents $ 4,104 $ 8,955 Available-for-sale investments, at quoted market value (amortized cost of $28,695 and $28,589) (includes $1,327 and $299 of related party investments) 28,504 28,105 Accounts receivable, less allowances of $442 and $343 7,937 6,161 Unbilled contract costs and fees 337 273 Inventories: Raw materials 2,314 1,996 Work in process 2,171 1,541 Finished goods 2,381 1,939 Prepaid income taxes 286 441 Other current assets 309 331 ------- ------- 48,343 49,742 ------- ------- Property, Plant and Equipment, at Cost 6,132 5,689 Less: Accumulated depreciation and amortization 3,832 3,583 ------- ------- 2,300 2,106 ------- ------- Other Assets 1,014 980 ------- ------- Cost in Excess of Net Assets of Acquired Companies (Note 2) 12,653 9,396 ------- ------- $64,310 $62,224 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 2PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. (a) Consolidated Balance Sheet - Liabilities and Shareholders' Equity as of April 1, 1995 and December 31, 1994 (In thousands except share amounts) April 1, December 31, 1995 1994 -------- ------------ Current Liabilities: Notes payable $ 1,223 $ 781 Accounts payable 2,885 2,698 Accrued payroll and employee benefits 892 879 Accrued commissions 369 329 Customer deposits 223 489 Accrued income taxes 576 270 Other accrued expenses 2,135 926 Due to parent company and Thermo Electron Corporation 607 1,380 ------- ------- 8,910 7,752 ------- ------- Subordinated Convertible Obligations, Including $11,500 Due to Parent Company 45,851 46,000 ------- ------- Shareholders' Equity: Common stock, $.05 par value, 10,000,000 shares authorized; 4,064,991 and 4,038,445 shares issued 203 202 Capital in excess of par value 11,332 11,237 Accumulated deficit (2,442) (2,857) Treasury stock at cost, 5,774 and 6,000 shares (49) (50) Cumulative translation adjustment 619 260 Net unrealized loss on available-for-sale investments (114) (320) ------- ------- 9,549 8,472 ------- ------- $64,310 $62,224 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 3PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. (b) Consolidated Statement of Income for the three months ended April 1, 1995 and April 2, 1994 (In thousands except per share amounts) Three Months Ended ---------------------- April 1, April 2, 1995 1994 -------- -------- Revenues $ 7,308 $ 4,928 ------- ------- Costs and Operating Expenses: Cost of revenues 3,820 2,509 Selling, general and administrative expenses 2,442 1,638 Research and development expenses 454 353 ------- ------- 6,716 4,500 ------- ------- Operating Income 592 428 Interest Income 538 354 Interest Expense (includes $177 for notes to related party in 1995 and 1994) (564) (544) Other Income 14 - ------- ------- Income Before Provision for Income Taxes 580 238 Provision for Income Taxes 165 40 ------- ------- Net Income $ 415 $ 198 ======= ======= Earnings per Share: Primary $ .10 $ .05 ======= ======= Fully diluted $ .08 $ .05 ======= ======= Weighted Average Shares: Primary 4,045 4,087 ======= ======= Fully diluted 8,967 4,087 ======= ======= The accompanying notes are an integral part of these consolidated financial statements. 4PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. (c) Consolidated Statement of Cash Flows for the three months ended April 1, 1995 and April 2, 1994 (In thousands) Three Months Ended ---------------------- April 1, April 2, 1995 1994 -------- -------- Operating Activities: Net income $ 415 $ 198 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 373 210 Provision for losses on accounts receivable 15 12 Changes in current accounts, excluding the effects of acquisitions: Accounts receivable (585) (17) Inventories and unbilled contract costs and fees (515) (190) Other current assets 114 (173) Accounts payable (129) (276) Other current liabilities (487) 622 Other (10) 41 ------- ------- Net cash provided by (used in) operating activities (809) 427 ------- ------- Investing Activities: Acquisitions, net of cash acquired (Note 2) (4,000) - Purchases of available-for-sale investments (7,500) (3,633) Proceeds from sale and maturities of available-for-sale investments 7,000 - Purchases of property, plant and equipment (156) (214) Other 391 - ------- ------- Net cash used in investing activities (4,265) (3,847) ------- ------- Financing Activities: Issuance of short-term obligations 347 - Repurchase of long-term obligations (132) - Net proceeds from issuance of Company common stock 96 89 ------- ------- Net cash provided by financing activities $ 311 $ 89 ------- ------- 5PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. (c) Consolidated Statement of Cash Flows for the three months ended April 1, 1995 and April 2, 1994 (In thousands) (continued) Three Months Ended ---------------------- April 1, April 2, 1995 1994 -------- -------- Exchange Rate Effect on Cash $ (88) $ (3) ------- ------- Decrease in Cash and Cash Equivalents (4,851) (3,334) Cash and Cash Equivalents at Beginning of Period 8,955 21,458 ------- ------- Cash and Cash Equivalents at End of Period $ 4,104 $18,124 ======= ======= Cash Paid For: Interest $ 122 $ 100 Income taxes $ 55 $ 59 The accompanying notes are an integral part of these consolidated financial statements. 6PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. (d) Notes to Consolidated Financial Statements - April 1, 1995 1. General The interim consolidated financial statements presented have been prepared by Thermo Voltek Corp. (the Company) without audit and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of (a) the results of operations for the three-month periods ended April 1, 1995 and April 2, 1994, (b) the financial position at April 1, 1995, and (c) the cash flows for the three-month periods ended April 1, 1995 and April 2, 1994. Interim results are not necessarily indicative of results for a full year. The consolidated balance sheet presented as of December 31, 1994, has been derived from the consolidated financial statements that have been audited by the Company's independent public accountants. The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the annual financial statements and notes of the Company. The consolidated financial statements and notes included herein should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the Securities and Exchange Commission. 2. Acquisition On March 1, 1995, the Company acquired substantially all of the assets, subject to certain liabilities, of Kalmus Engineering Incorporated and R. F. Power Labs, Incorporated (collectively, Kalmus) for approximately $3.6 million in cash, subject to a post-closing adjustment. Kalmus is a manufacturer of radio frequency power amplifiers and systems used to test products for immunity to radiated or conducted radio frequency interference and for medical imaging and telecommunications applications. The acquisition has been accounted for using the purchase method of accounting, and Kalmus' results of operations have been included in the accompanying financial statements from the date of acquisition. The cost of this acquisition exceeded the estimated fair value of the acquired net assets by $3.0 million, which is being amortized over 40 years. Allocation of the purchase price for this acquisition was based on an estimate of the fair value of the net assets acquired and is subject to adjustment. 7PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. (d) Notes to Consolidated Financial Statements - April 1, 1995 (continued) 2. Acquisition (continued) Based on unaudited data, the following table presents selected financial information for the Company and Kalmus on a pro forma basis, assuming the companies had been combined since the beginning of 1994. Three Months Ended --------------------- April 1, April 2, (In thousands except per share amounts) 1995 1994 -------------------------------------------------------------------------- Revenues $8,033 $6,035 Net income 617 360 Earnings per share: Primary .15 .09 Fully diluted .10 .09 The pro forma results are not necessarily indicative of future operations or the actual results that would have occurred had the acquisition of Kalmus been made at the beginning of 1994. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Description of Business The Company designs, manufactures, and markets instruments that test electronic and electrical systems and components for immunity to pulsed electromagnetic interference (pulsed EMI) through its KeyTek Instrument division (KeyTek), and designs, manufactures, and markets high-voltage power conversion systems, modulators, fast-response protection systems, and related high-voltage equipment for industrial, medical, and environmental processes, and for defense and scientific research applications, through its Universal Voltronics division. Through its Comtest Instrumentation B.V. and Comtest Limited subsidiaries (collectively, Comtest), the Company provides electromagnetic compatibility (EMC) consulting and systems-integration services, distributes a range of EMC-related products, and manufactures and markets specialized power supplies for telecommunications equipment. In July 1994, Comtest acquired Verifier Systems Limited (Verifier), which manufactures a line of electrostatic discharge test equipment that performs electrical stress tests for semiconductor devices. In March 1995, the Company acquired Kalmus Engineering Incorporated and R. F. Power Labs, Incorporated (collectively, Kalmus), which manufacture radio frequency power amplifiers and systems used to test products for immunity to radiated or conducted radio frequency interference and for medical imaging and telecommunications applications. 8PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Results of Operations First Quarter 1995 Compared With First Quarter 1994 Revenues increased 48% to $7,308,000 in the first quarter of 1995 from $4,928,000 in the first quarter of 1994, due to the inclusion of $750,000 in revenues from Verifier, which was acquired in July 1994, an increase of $633,000 in revenues from Comtest, an increase of $515,000 in revenues from KeyTek due to greater demand, the inclusion of $294,000 in revenues from Kalmus, which was acquired on March 1, 1995, and an increase of $188,000 in revenues from Universal Voltronics due to greater demand. The increase in revenues at Comtest resulted from greater demand and the favorable effects of currency translation due to a weaker U.S. dollar in 1995. The gross profit margin was 48% in the first quarter of 1995, compared with 49% in the first quarter of 1994. The decrease was due primarily to higher costs associated with an upgraded product at KeyTek, offset in part by the inclusion of higher-margin Verifier revenues. Selling, general and administrative expenses as a percentage of revenues were 33% in the first quarters of both 1995 and 1994. Research and development expenses decreased to 6.2% of revenues in the first quarter of 1995 from 7.2% in the first quarter of 1994, due primarily to an increase in total revenues. Interest income increased to $538,000 in the first quarter of 1995 from $354,000 in the first quarter of 1994, due primarily to higher prevailing interest rates in 1995. Interest expense increased to $564,000 in the first quarter of 1995 from $544,000 in the first quarter of 1994, due primarily to the inclusion of interest expense associated with borrowings under Comtest's outstanding line of credit. Financial Condition Liquidity and Capital Resources Working capital was $39,433,000 at April 1, 1995, compared with $41,990,000 at December 31, 1994. Included in working capital are cash, cash equivalents, and available-for-sale investments of $32,608,000 at April 1, 1995, compared with $37,060,000 at December 31, 1994. In March 1995, the Company acquired substantially all of the assets, subject to certain liabilities, of Kalmus for approximately $3.6 million in cash, subject to a post-closing adjustment (see Note 2 to Consolidated Financial Statements). 9PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. PART II - Other Information Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits See Exhibit Index on the page immediately preceding exhibits. (b) Reports on Form 8-K On March 16, 1995, the Company filed a Current Report on Form 8-K pertaining to its acquisition of Kalmus Engineering Incorporated and R. F. Power Labs, Incorporated (collectively, Kalmus) on March 1, 1995. On April 27, 1995, the Company filed certain historical financial statements of Kalmus and pro forma combined condensed financial statements as part of an amendment to the Form 8-K. 10PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. 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 as of the 5th day of May 1995. THERMO VOLTEK CORP. Paul F. Kelleher ------------------------ Paul F. Kelleher Chief Accounting Officer John N. Hatsopoulos ------------------------ John N. Hatsopoulos Chief Financial Officer 11PAGE FORM 10-Q April 1, 1995 THERMO VOLTEK CORP. EXHIBIT INDEX Exhibit Number Description of Exhibit Page ------- ----------------------------------------------------- ---- 11 Statement re: Computation of earnings per share. 27 Financial Data Schedule. EX-11 2 Exhibit 11 THERMO VOLTEK CORP. Computation of Earnings per Share Three Months Ended -------------------------- April 1, April 2, 1995 1994 ---------- ---------- Computation of Fully Diluted Earnings per Share: Income: Net income $ 415,000 $ 198,000 Add: Convertible debt interest, net of tax 299,000 - ---------- ---------- Income applicable to common stock assuming full dilution (a) $ 714,000 $ 198,000 ---------- ---------- Shares: Weighted average shares outstanding 4,044,918 4,087,307 Add: Shares issuable from assumed conversion of subordinated convertible obligations 4,805,708 - Shares issuable from assumed exercise of options (as determined by the application of the treasury stock method) 116,044 - ---------- ---------- Weighted average shares outstanding, as adjusted (b) 8,966,670 4,087,307 ---------- ---------- Fully Diluted Earnings per Share (a) / (b) $ .08 $ .05 ========== ========== EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO VOLTEK CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED APRIL 1, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 3-MOS DEC-30-1995 APR-01-1995 4,104 28,504 7,937 442 6,866 48,343 6,132 3,832 64,310 8,910 34,351 203 0 0 9,346 64,310 7,308 7,308 3,820 3,820 454 15 564 580 165 415 0 0 0 415 .10 .08
-----END PRIVACY-ENHANCED MESSAGE-----