-----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, GPBn9p5nP0boD5lmmq9Czk61XLNAq+AjuLz7iEFyfN7uID5taBoDB/mX6FrLRGMR ub6xHbpavkQNABcyDuzQDQ== 0000949459-96-000250.txt : 19961209 0000949459-96-000250.hdr.sgml : 19961209 ACCESSION NUMBER: 0000949459-96-000250 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19961206 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: 96676614 BUSINESS ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 34625 BUSINESS PHONE: 8134613000 10-Q 1 AEROSONIC CORPORATION FORM 10-Q 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 October 31, 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 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 issuers classes of common stock, as of the latest practicable date. Common Stock, par value $.40 per share, 3,986,262 number of shares as of October 31, 1996. INDEX AEROSONIC CORPORATION Page No. -------- PART I. FINANCIAL INFORMATION ------- --------------------- Item 1. Consolidated Financial Statements Consolidated Balance Sheets - 2 October 31, 1996 and January 31, 1996 Consolidated Statements of Operations - 3 Three months ended October 31, 1996 and 1995 Consolidated Statements of Operations - 4 Nine months ended October 31, 1996 and 1995 Consolidated Statements of Cash Flows - 5 Nine months ended October 31, 1996 and 1995 Notes to Consolidated Financial Statements - 6 October 31, 1996 Item 2. Management's Discussion and Analysis of 7 - 8 Financial Condition and Results of Operations SIGNATURES 9 PART II. OTHER INFORMATION -------- ----------------- ITEM 6. Exhibits and Reports on Form 8-K Exhibit 11 - Computations of Earnings Per Share 10 Exhibit 27 - Financial Data Schedule (Electronic filing only) 11 AEROSONIC CORPORATION Consolidated Balance Sheets
October 31 1996 January 31 (unaudited) 1996 ------------ ------------ Assets Current assets: Cash and cash investments $ 1,309,000 $ 10,000 Receivables: Trade, net 3,511,000 3,320,000 Officers and employees 7,000 6,000 Other 141,000 44,000 Income tax 0 436,000 Inventories 6,677,000 6,312,000 Prepaid expenses 73,000 37,000 Deferred income tax benefit 980,000 999,000 ------------ ------------ Total current assets 12,698,000 11,164,000 Property, plant and equipment, net 4,423,000 6,415,000 Other assets 124,000 272,000 ------------ ------------ $ 17,245,000 $ 17,851,000 ============ ============ Liabilities and shareholders' equity Current liabilities: Current installments of long-term debt $ 604,000 $ 712,000 Notes payable 1,746,000 295,000 Accounts payable, trade 1,052,000 969,000 Other accrued expenses 1,568,000 1,606,000 Accrued litigation costs 250,000 1,775,000 ------------ ------------ Total current liabilities 5,220,000 5,357,000 Long-term debt, less current installments 2,074,000 2,814,000 Deferred income taxes 491,000 491,000 ------------ ------------ Total liabilities 7,785,000 8,662,000 ------------ ------------ Shareholders' equity: Common stock, $.40 par; 8,000,000 shares authorized; 3,986,262 shares issued 1,595,000 1,595,000 Additional paid-in capital 3,410,000 3,410,000 Retained earnings 4,763,000 4,506,000 Less treasury stock, 178,753 shares at 10/31/96 and 186,772 shares at 1/31/96 (308,000) (322,000) ------------ ------------ Total shareholders' equity 9,460,000 9,189,000 ------------ ------------ $ 17,245,000 $ 17,851,000 ============ ============ Note: The balance sheet at January 31, 1996 has been derived from the audited financial statements at this date. See Notes to Consolidated Financial Statements.
2 AEROSONIC CORPORATION Consolidated Statements of Operations (Unaudited)
Three Months Ended October 31 -------------------------- 1996 1995 ----------- ----------- Net sales $ 5,066,000 $ 4,335,000 Cost of goods sold 3,439,000 3,174,000 ----------- ----------- Gross profit 1,627,000 1,161,000 Selling, general and administrative expenses 1,288,000 1,175,000 ----------- ----------- Operating income (loss) 339,000 (14,000) ----------- ----------- Other (income) deductions: Interest expense, net 74,000 75,000 Other, net (68,000) 8,000 ----------- ----------- 6,000 83,000 ----------- ----------- Income (loss) from continuing operations before income taxes 333,000 (97,000) Income tax expense (benefit) 122,000 (37,000) ----------- ----------- Income (loss) from continuing operations 211,000 (60,000) Discontinued Ordnance operations: Losses from discontinued operations, net of income tax benefit of $67,000 0 (109,000) ----------- ----------- Net income (loss) $ 211,000 $ (169,000) =========== =========== Earnings (loss) per share: Continuing operations $ 0.06 $ (0.01) Discontinued operations 0.00 (0.03) ----------- ----------- Net Earnings (loss) per share: $ 0.06 $ (0.04) =========== =========== Weighted average number of shares outstanding 3,801,000 3,799,000 =========== ===========
See Notes to Consolidated Financial Statements. 3 AEROSONIC CORPORATION Consolidated Statements of Operations (Unaudited)
Nine Months Ended October 31 ---------------------------- 1996 1995 ------------ ------------ Net sales $ 14,820,000 $ 13,184,000 Cost of goods sold 10,205,000 9,415,000 ------------ ------------ Gross profit 4,615,000 3,769,000 Selling, general and administrative expenses 3,568,000 3,415,000 ------------ ------------ Operating income 1,047,000 354,000 ------------ ------------ Other (income) deductions: Provision for settlement of litigation 225,000 0 Interest expense, net 209,000 209,000 Other, net (87,000) 11,000 ------------ ------------ 347,000 220,000 ------------ ------------ Income from continuing operations before income taxes 700,000 134,000 Income tax expense 258,000 51,000 ------------ ------------ Income from continuing operations 442,000 83,000 Discontinued Ordnance operations: Losses from discontinued operations, net of income tax benefit of $108,000 and $247,000, respectively (226,000) (402,000) Gain on sale of discontinued operations 41,000 0 ------------ ------------ Net income (loss) $ 257,000 $ (319,000) ============ ============ Earnings (loss) per share: Continuing operations $ 0.12 $ 0.02 Discontinued operations (0.05) (0.10) ------------ ------------ Net Earnings (loss) per share: $ 0.07 $ (0.08) ============ ============ Weighted average number of shares outstanding 3,801,000 3,797,000 ============ ============
See Notes to Consolidated Financial Statements. 4 AEROSONIC CORPORATION Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended October 31 -------------------------- 1996 1995 ----------- ----------- Cash flows from operating activities: Net income (loss) $ 257,000 $ (319,000) Adjustment to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 498,000 562,000 Gain on sale of segment (41,000) 0 Change in deferred income taxes 19,000 (203,000) Net increase (decrease) in current assets and liabilities: Income tax receivable 436,000 0 Accrued litigation costs (1,525,000) 0 Other current assets and liabilities (649,000) 463,000 ----------- ----------- Net cash provided by (used in) operating activities (1,005,000) 503,000 ----------- ----------- Cash flows from investing activities: Purchase of property, plant and equipment (147,000) (1,107,000) Proceeds from sale of equipment 0 59,000 Proceeds from sale of discontinued operations 1,700,000 0 Investment in unconsolidated subsidiary 0 148,000 Net decrease in other assets 148,000 50,000 ----------- ----------- Net cash provided by (used in) investing activities 1,701,000 (850,000) ----------- ----------- Cash flows from financing activities: Repayment on long-term debt (848,274) (641,000) Proceeds from borrowings 0 450,000 Proceeds from notes payable 2,205,000 0 Repayment of notes payable (753,726) 0 ----------- ----------- Net cash provided by (used in) financing activities 603,000 (191,000) ----------- ----------- Net increase (decrease) in cash and cash investments 1,299,000 (538,000) Cash and cash investments, beginning of period 10,000 573,000 ----------- ----------- Cash and cash investments, end of period $ 1,309,000 $ 35,000 =========== =========== Supplemental disclosure of cash flow information: Cash paid for: Interest $ 274,000 $ 227,000 =========== =========== Income taxes $ 0 $ 7,000 =========== ===========
Supplemental disclosure of noncash financing activity: During the first quarter ended April 30, 1996 and 1995, the Company reissued 8,019 and 7,799 shares, respectively, of treasury stock to fund a portion of the Company's tax deferred savings plan. See Notes to Consolicated Financial Statements. 5 AEROSONIC CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) OCTOBER 31, 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 nine-month period ended October 31, 1996 are not necessarily indicative of the results that may be expected for the year ended January 31, 1997. 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. NOTE B - DISCONTINUED OPERATIONS - -------------------------------- On July 10, 1996, the Company finalized the sale of the assets of the Ordnance Division for $1,700,000 in cash, the proceeds of which were partially used to pay down long-term debt, with the balance being invested in marketable securities. For the second quarter, the Company recorded a $41,000 gain on the sale of the Ordnance Division assets. Net sales of the Ordnance Division for the nine months ended October 31, 1996 and 1995 were $945,000 and $1,179,000, respectively. Net sales of the Ordnance Division for the quarter ended October 31, 1995 were $228,000. Certain prior year amounts have been reclassified to conform with current year presentation of discontinued operations. NOTE C - FINALIZATION OF THE SENSONICS SETTLEMENT - ------------------------------------------------- During the first quarter ended April 30, 1996, the Company finalized the settlement of the lawsuit with Sensonics, Inc., the details of which are reflected in the 10-Q report, dated April 30, 1996. Reflected in the year-to-date earnings figure is a $225,000 charge against first quarter earnings to finalize the settlement. NOTE D - SETTLEMENT WITH LEGAL COUNSEL - -------------------------------------- During the quarter ended October 31, 1996, the Company recognized $118,000 of other income, which represents a settlement between the Company and prior legal counsel. The related disputes have been amicably resolved without litigation and no party admitting any liability or wrongdoing. 6 AEROSONIC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS Net sales of the Instrument Divisions for the three months ended October 31, 1996 ("fiscal 1997") were $5,066,000 as compared to $4,335,000 for the same period in the prior year. Net sales of the Instrument Divisions for the nine months ended October 31, 1996 increased 12%, to $14,820,000, as compared to $13,184,000 for the same period in the prior year. The Avionics Specialties Division sales for the quarter ended October 31, 1996 were $2,489,000, a 12% increase over the same period in the prior year. The Clearwater Instrument Division sales for the quarter ended October 31, 1996 increased by 85%, to $2,577,000, over the same period in the prior year. Ordnance sales were $945,000 for the nine months ended October 31, 1996, as compared to $1,179,000 during the same period in the prior year. However, the Ordnance Division had an overall negative impact on the profitability of the Company, as the market slowed in that product line. Gross profit as a percentage of net sales improved in both the third quarter and the nine months ended October 31, 1996 as compared to the respective periods in the prior fiscal year. The improvement is largely attributed to Company management's shift of focus away from Ordnance manufacturing and towards the instrument product line, its core business line. As a result, Company management has reengineered and streamlined the instrument manufacturing, cost accounting and sales management processes. In addition, management is addressing significant price increases on certain instrument lines which began in the second quarter, as well as entering into long-term sales agreements with certain customers. The Company recorded a net profit for the third quarter of $211,000, or $.06 per share. For the nine months ended October 31, 1996, the Company recorded a net profit of $257,000, or $.07 per share, inclusive of the $41,000 gain on the sale of the Ordnance Division, other income of $118,000 relating to the settlement with legal counsel and the $225,000 charge against first quarter earnings for the settlement of the Sensonics suit. Working capital increased by $1,671,000 during the nine months ended October 31, 1996. Significant sources of cash during the year included proceeds from the sale of the Ordnance Division, a refund relating to income taxes and proceeds from utilization of the Company's line of credit. Significant uses of cash included payment of Sensonics litigation costs and repayment of the Company's debt facilities. At October 31, 1996, the Company had $750,000 available under its line of credit. 7 AEROSONIC CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS (CONTINUED) Interest expense totaled $238,000 ($209,000 allocated to the Instrument Division and $29,000 allocated to the Ordnance Division) for the nine months ended October 31, 1996. The $29,000 increase from the same period in the prior fiscal year is largely due to heavier borrowings under the Company's line of credit arrangement used to fund the settlement with Sensonics, Inc. Backlog as of October 31, 1996 was $14,461,000, as compared to $14,774,000 in the prior year. The prior year amount does not include backlog of $2,637,000 relating to the Ordnance division. 8 AEROSONIC CORPORATION PART II. OTHER INFORMATION 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) The Company did not file any report on Form 8-K during the three months ended October 31, 1996. 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: December 4, 1996 /s/ J. Mervyn Nabors ------------------------------ J. Mervyn Nabors, President and Chief Executive Officer 9 EX-11 2 EXHIBIT 11: COMPUTATION OF EARNINGS PER SHARE Exhibit 11 Weighted Average Common Shares and Common Equivalents Outstanding Computations of Earnings Per Share
For the three months ended For the nine months ended October 31 October 31 October 31 October 31 1996 1995 1996 1995 ---- ---- ---- ---- Primary earnings per share: Net income $ 211,000 $ (169,000) $ 257,000 $ (319,000) ============== ============= ============== ============= Weighted average common shares outstanding 3,801,000 3,799,000 3,801,000 3,797,000 ============== ============= ============== ============= Primary earnings (loss) per share $ 0.06 $ (0.04) $ 0.07 $ (0.08) ============== ============= ============== =============
There are no other common stock equivalents; therefore, primary and fully diluted earnings per share are equal. 10 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF AEROSONIC CORPORATION FOR THE NINE MONTHS ENDED OCTOBER 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS JAN-31-1997 FEB-01-1996 OCT-31-1996 1,309 0 3,511 69 6,677 12,698 7,548 3,126 17,245 5,220 0 0 0 1,595 7,865 17,245 14,820 14,820 10,205 10,205 3,709 0 209 407 150 442 (226) 41 0 257 .07 .07
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