-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQ+UsuAiemNbTNAYfxJcKqOgpCL9SZ4zvHoSHW+lePmocMvr+2h4+hJf6HXCmDgB VE8d8kas7B4pTl3J0oU2Ow== 0000949459-96-000056.txt : 19960613 0000949459-96-000056.hdr.sgml : 19960613 ACCESSION NUMBER: 0000949459-96-000056 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960612 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROSONIC CORP /DE/ CENTRAL INDEX KEY: 0000109471 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 741668471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11750 FILM NUMBER: 96579954 BUSINESS ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 34625 BUSINESS PHONE: 8134613000 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDED 04/30/96 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED April 30, 1996 COMMISSION FILE NO. 0-4988 ------------- ------ AEROSONIC CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 74-1668471 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1212 No. Hercules Avenue, Clearwater, Florida 34625 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (813) 461-3000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including Area Code) Non applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ------ ------ Securities registered pursuant to Section 12 (g) of the Act. Common Stock ($.40 par value) ----------------------------- (Title of Class) PAGE> INDEX AEROSONIC CORPORATION Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Condensed Balance Sheets - 2 April 30, 1996 and January 31, 1996 Condensed Statements of Operations - 3 Three months ended April 30, 1996 and 1995 Condensed Statements of Cash Flows - 4 Three months ended April 30, 1996 and 1995 Notes to Condensed Financial Statements - 5 April 30, 1996 Item 2. Management's Discussion and Analysis of 6 - 7 Financial Condition and Results of Operations SIGNATURES 8 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K Exhibit I. - Computations of Earnings Per Share 9 AEROSONIC CORPORATION Condensed Balance Sheets (In thousands, except per share data)
April 30 January 31 1996 1996 ---------- --------- (unaudited) Assets Current assets: Cash and cash equivalents $ 13 10 Receivables: Trade, less allowance of $69 at 4/30/96 and 1/31/96 3,166 3,320 Officers and employees 14 6 Other 43 44 Income tax 436 436 Inventories 6,705 6,312 Prepaid expenses 58 37 Deferred income tax benefit 1,100 999 -------- -------- Total current assets 11,535 11,164 Property, plant and equipment Less allowance for depreciation 6,336 6,415 Other assets 161 272 -------- -------- $ 18,032 17,851 ======== ======== Liabilities and shareholders' equity Current liabilities: Current installments of long-term debt $ 693 712 Notes payable to bank 425 295 Accounts payable, trade 1,216 969 Other accrued expenses 1,548 1,606 Litigation costs 2,000 1,775 -------- -------- Total current liabilities 5,882 5,357 Long-term debt, less current installments 2,655 2,814 Deferred income taxes 491 491 Shareholders' equity: Common stock, $.40 par; 8,000,000 shares authorized; 3,986,262 shares issued 1,595 1,595 Additional paid-in capital 3,410 3,410 Retained earnings 4,307 4,506 Less treasury stock, 194,571 shares at 1/31/96 178,753 shares at 4/30/96 (308) (322) -------- -------- Total shareholders equity 9,004 9,189 -------- -------- $ 18,032 17,851 ======== ========
Note: The balance sheet at January 31, 1996 has been derived from the audited financial statements at this date. See Notes to Condensed Financial Statements. 2 AEROSONIC CORPORATION Condensed Statements of Operations (Unaudited) (In thousands, except per share data) Three Months Ended April 30 --------------------- 1996 1995 -------- ------ Net sales $ 4,989 5,033 Cost of goods sold 3,783 3,705 -------- ------ Gross Profit 1,206 1,328 Selling, general and administrative expenses 1,223 1,215 -------- ------ Operating Income (loss) (17) 113 -------- ------ Other income (deductions): Provision for settlement of litigation 225 Interest expense, net 74 70 Other, net (15) (3) 284 67 -------- ------ Income (loss) before income taxes (301) 46 Income tax (benefit) expense (102) 17 -------- ------ Net Income (loss) $ (199) 29 ======== ====== Earnings (loss) per share: $ (0.05) 0.01 ======== ====== Weighted average number of shares outstanding 3,801 3,793 ======== ======= 3 AEROSONIC CORPORATION Condensed Statements of Cash Flows (Unaudited) (In Thousands)
Three Months Ended April 30 --------------- 1996 1995 ---- ---- Cash flows from operating activities: Net income (loss) $(199) 29 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 217 181 Change in deferred income taxes (101) -- Net increase in cash due to changes in current assets and liabilities 160 29 ----- ----- Net cash provided by operating activities 77 239 Cash flows from investing activities: Purchase of fixed assets (145) (372) Proceeds from sale of equipment 13 37 Net decrease in other assets 106 8 ----- ----- Net cash used in investing activities (26) (327) Cash flows from financing activities: Repayment on long-term debt (178) (148) Proceeds from borrowing 130 -- ----- ----- Net cash used by financing activities (48) (148) ----- ----- Net increase (decrease) in cash 3 (236) Cash, beginning 10 573 ----- ----- ----- ----- Cash, ending $ 13 337 ===== ===== Supplemental disclosure of cash flow information: Cash paid for: Interest $ 77 70 ----- ----- Income taxes $ -- -- ----- -----
Supplemental disclosure of noncash financing activity: During the quarter ended April 30, 1996, the Company reissued 8,019 shares of treasury stock to fund a portion of the Company's tax deferred savings plan. 4 AEROSONIC CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) APRIL 30, 1996 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended April 30, 1996 are not necessarily indicative of the results that may be expected for the year ended January 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended January 31, 1996. 5 AEROSONIC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS Net sales for the three months ended April 30, 1996 ("fiscal 1997") were $4,989,000 as compared to $5,033,000 for the same period last year. Included in prior year sales was a $292,000 settlement for "Termination for convenience of the Government". The Avionics Specialties Division sales were $2,501,000 as compared to $2,398,000 in the prior year. The Clearwater Instrumentation Division Sales increased 15% to $2,160,000, exclusive of the termination settlement mentioned above. Ordnance sales were $328,000 as compared to $467,000 in the prior year. Cost of goods sold increased by 2% while operating expenses remained relatively the same. Included in the current quarter was an additional $225,000 for final settlement of the Sensonics Patent litigation, which was settled for a total of $2,000,000. Subsequent to the end of the quarter, the Company paid $1,750,000 cash and issued a note of $250,000, at certain terms, collateralized by a letter of credit. The Company funded the settlement through borrowings under its line of credit and the issuance of two promissory notes aggregating $1,250,000 entered into with related parties. On May 24, 1996, J. Mervyn Nabors, Chairman of the Board and President of Aerosonic, had purchased 1,087,000 shares of common stock in Aerosonic Corporation from the revocable trust of Herbert J. Frank at a price of $2.00 per share. 6 AEROSONIC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS A summary of the period-to-period changes in the principal items included in the Statements of Operations is shown below: Three Months Ended Three Months Ended 4/30/96 - 4/30/95 4/30/96 - 1/31/96 ----------------- ----------------- $ (000) % $ (000) % ------- ----- ------- ----- Net sales (44) (1) 386 8 Cost of sales 78 2 (378) (9) Operating expenses 8 1 (264) (18) Interest and other expenses 217 324 (912) (76) Income taxes (119) (700) 750 (88) ------ ------ ------ ------ Net income (loss) (228) (786) 1,190 (86) ====== ====== ====== ====== 7 PART II. OTHER INFORMATION AEROSONIC CORPORATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 11: Computation of Earnings Per Share Exhibit 27: Financial Data Schedule (Electronic filing only) (b) Reports on Form 8-K The Company filed a report on Form 8-K on May 2, 1996, regarding Item 5: Other Events. The Company reported the Federal Circuit Court opinion regarding the Sensonics patent litigation. The Company filed a report on Form 8-K on May 14, 1996, regarding Item 5: Other Events. The Company reported an additional charge change for the Sensonics patent litigation. 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. AEROSONIC CORPORATION --------------------- (Registrant) Date: June 12, 1996 /s/ J. Mervyn Nabors ---------------------- ---------------------------- J. Mervyn Nabors, President and Chief Executive Officer 8 EX-11 2 COMPUTATION OF EARNINGS PER SHARE Exhibit 11 Weighted Average Common Shares and Common Equivalents Outstanding Computations of Earnings Per Share (In thousands, except per share data) For the three months ended -------------------------- April 30 April 30 1996 1995 --------- --------- Primary earnings per share: Net income $ (199) 29 --------- --------- Shares: Weighted average common shares outstanding 3,801 3,793 Add incremental shares arising from exercise of stock options 161 107 Less assumed buyback of shares with option proceeds (161) (107) --------- --------- Weighted average number of common and common share equivalents 3,801 3,793 ========= ========= Primary earnings per share $ (0.05) 0.01 ========= ========== There are no other common stock equivalents so that primary and fully diluted earnings per share are equal. 9 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF AEROSONIC CORPORATION FOR THE THREE MONTHS ENDED APRIL 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JAN-31-1997 FEB-01-1996 APR-30-1996 13 0 3,292 69 6,705 11,535 10,255 3,919 18,032 5,882 0 1,595 0 0 7,409 18,032 4,989 4,989 3,783 3,783 1,223 0 74 (301) (102) (199) 0 0 0 (199) (.05) (.05)
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