-----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, Mip6RKRMvuAOaAjgCiTx9+HLScktju7E+dAqrfD6Bhms3oHOorrsxCgjo+Gpk6/l QVYyx+fEsxGXqLEXD8n3mQ== 0000927016-98-003048.txt : 19980813 0000927016-98-003048.hdr.sgml : 19980813 ACCESSION NUMBER: 0000927016-98-003048 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BENTHOS INC CENTRAL INDEX KEY: 0000011390 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 042381876 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29024 FILM NUMBER: 98683037 BUSINESS ADDRESS: STREET 1: 49 EDGARTON DRIVE CITY: NORTH FALMOUTH STATE: MA ZIP: 02556 BUSINESS PHONE: 5085631000 MAIL ADDRESS: STREET 1: 49 EDGERTON DR CITY: NORTH FALMOUTH STATE: MA ZIP: 02556 10QSB 1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB [ X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1998 ------------- [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ____________ to ______________ Commission file number 0-29024 ------- BENTHOS, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) Massachusetts 04-2381876 (State or Other Jurisdiction of (I. R. S. Employer Corporation or Organization) Identification No.) 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (Addresses of Principal Executive Offices) (Zip Code) (508) 563-1000 Issuer's Telephone Number Including Area Code Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ State the number of shares outstanding of each of the issuer's classes of Common equity as of the latest practicable date: Common Stock par value $.0667 1,321,240 (Class) (Outstanding stock at August 7, 1998) Traditional Small Business Disclosure Format (check one): Yes X No ---- --- 2 BENTHOS, INC. AND SUBSIDIARY FORM 10-QSB FOR THE THIRTEEN WEEKS AND THIRTY-NINE WEEKS ENDED JUNE 30, 1998 INDEX Page No. Face Sheet 1 Index 2 PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets (unaudited) 3 June 30, 1998 and September 30, 1997 Condensed Consolidated Statements of Earnings (unaudited) 4 Thirteen Weeks Ended June 30, 1998 and June 30, 1997 Condensed Consolidated Statements of Earnings (unaudited) 5 Thirty-Nine Weeks Ended June 30, 1998 and June 30, 1997 Condensed Consolidated Statements of Cash Flow (unaudited) 6 Thirty-Nine Weeks Ended June 30, 1998 and June 30, 1997 Notes to Financial Statements 7-8 Item 2. Management's Discussion and Analysis 9-12 of Financial Condition and Results of Operations PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 13 Signature 14 3 PART I - FINANCIAL INFORMATION
Item 1. Financial Statements Benthos, Inc. and Subsidiary Condensed Consolidated Balance Sheets (in thousands, except per share amounts) (unaudited) Assets June 30, 1998 September 30, 1997 Current Assets: Cash and Cash Equivalents $ 2,770 $2,663 Accounts Receivable, Net 2,112 2,170 Inventories 2,868 2,063 Prepaid Expenses 346 469 Deferred Tax Asset 516 516 ------- ------ Total Current Assets 8,612 7,881 Property, Plant and Equipment, Net 1,809 1,961 Other Assets 276 234 ------- ------- $10,697 $10,076 ======= ======= Liabilities and Stockholders' Investment Current Liabilities: Current Maturities of Long-term Debt $ 72 $ 34 Accounts Payable 890 314 Accrued Expenses 1,027 1,373 Customer Deposits 507 141 ------- ------ Total Current Liabilities 2,496 1,862 Long-term Debt, Net of Current Maturities 202 791 Stockholders' Investment: Common Stock, $.0667 par value- Authorized - 7,500 shares Issued - 1,612 shares at June 30, 1998 and 1,586 at September 30, 1997 108 106 Capital in Excess of Par Value 1,319 1,270 Retained Earnings 7,349 6,894 Treasury Stock, at Cost (777) (847) ------- ------- Total Stockholders' Investment 7,999 7,423 ------- ------- $10,697 $10,076 ======= =======
See accompanying notes to Condensed Consolidated Financial Statements 4 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Earnings (in thousands, except per share amounts) (unaudited)
Thirteen Weeks Ended June 30, 1998 June 30, 1997 Net Sales $3,431 $3,751 Cost of Sales 1,775 1,787 ------ ------ Gross Profit 1,656 1,964 Selling, General & Administrative Expenses 1,054 1,117 Research and Development Expenses 389 405 ------ ------ Income from Operations 213 442 Interest Income 42 7 Interest Expense (7) (19) ------ ------ Income before Provision for Income Taxes 248 430 Provision for Income Taxes 95 132 ------ ------ Net Income $ 153 $ 298 ====== ====== Basic Earnings Per Share $ 0.12 $ 0.24 ====== ====== Diluted Earnings Per Share $ 0.11 $ 0.22 ====== ====== Common Shares Outstanding 1,321 1,254 Common Shares Outstanding, Assuming Dilution 1,386 1,369
See accompanying notes to Condensed Consolidated Financial Statements 5 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Earnings (in thousands, except per share amounts) (unaudited)
Thirty-Nine Weeks Ended June 30, 1998 June 30, 1997 Net Sales $10,067 $12,669 Cost of Sales 4,951 5,940 ------- ------- Gross Profit 5,116 6,729 Selling, General & Administrative Expenses 3,436 3,597 Research and Development Expenses 1,020 1,008 ------- ------- Income from Operations 660 2,124 Interest Income 115 15 Interest Expense (37) (59) ------- ------- Income before Provision for Income Taxes 738 2,080 Provision for Income Taxes 283 796 ------- ------- Net Income $ 455 $ 1,284 ======= ======= Basic Earnings Per Share $0.35 $1.04 ======= ======= Diluted Earnings Per Share $0.33 $0.94 ======= ======= Common Shares Outstanding 1,310 1,232 Common Shares Outstanding, Assuming Dilution 1,392 1,371
See accompanying notes to Condensed Consolidated Financial Statements 6 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flow (in thousands) (unaudited)
Thirty-Nine Weeks Ended June 30, 1998 June 30, 1997 Cash Flows From Operating Activities: Net Income $ 455 $1,284 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 386 685 Changes in Assets and Liabilities: Accounts Receivable 58 52 Inventories (805) 892 Prepaid Expenses 123 (259) Accounts Payable & Accrued Expenses 230 (648) Customer Deposits 366 (151) ------ ------ Net Cash Provided by Operating Activities 813 1,855 Cash Flows from Investing Activities: Purchases of Property, Plant & Equipment (88) (404) Increase in Other Assets (67) (110) ------ ------ Net Cash Used in Investing Activities (155) (514) Cash Flows from Financing Activities: Payments on long-term debt, net (551) (23) ------ ------ Net Increase in Cash and Cash Equivalents 107 1,318 Cash and Cash Equivalents, Beginning of Period 2,663 751 ------ ------ Cash and Cash Equivalents, End of Period $2,770 $2,069 ====== ====== Supplemental Disclosure of Cash Flow Information: Interest Paid $ 37 $ 59 ====== ====== Income Taxes Paid $ 62 $1,624 ====== ======
See accompanying notes to Condensed Consolidated Financial Statements 7 Benthos, Inc. Notes to Financial Statements 1. Fiscal Periods The fiscal year of Benthos, Inc. (the Company) ends on September 30 each year. Interim quarters are comprised of 13 weeks unless otherwise noted and end on the Sunday closest to December 31, March 31, and June 30. All references in the unaudited condensed consolidated financial statements to fiscal periods ended on December 31, March 31, or June 30 mean the interim quarters referred to above. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended September 30, 1997, included in the Company's previously filed Form 10-KSB. The accompanying condensed consolidated financial statements reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. Certain reclassifications have been made to the 1997 financial statements to conform with the 1998 presentation. 3. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:
June 30,1998 September 30, 1997 (in thousands) Raw Materials $ 102 $ 90 Work-in-Process 2,757 1,928 Finished Goods 9 45 ------ ------- $2,868 $2,063 ====== ======
4. Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings Per Share" which revises the calculation and presentation provisions of Accounting Principles Board Opinion 15 ("APB 15") and related interpretations. Statement No. 128 has been adopted in the accompanying financial statements with retroactive application. Basic earnings per share excludes dilution and is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earning per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding. Common stock options, which are common stock equivalents, have a dilutive effect on earnings per share in all periods and are therefore included in the computation of diluted earnings per share. Diluted earnings per share in the accompanying statements of operations is identical to the primary earnings per share previously presented in accordance with APB 15. The Company has stock options for 36,000 shares of common stock at an average exercise price of $16.17 in the thirteen and thirty-nine week periods ended June 30, 1998 and 46,500 shares at an average exercise price of $12.25 in the thirteen week period ended June 30, 1998, which have not been included in basic or diluted earnings per share as they are antidilutive. 8 Calculations of basic and diluted net income per common share and potential common share are as follows:
(in thousands, except per share amounts) Thirteen Weeks Ended June 30, Thirty-Nine Weeks Ended June 30, 1998 1997 1998 1997 ---- ---- ---- ---- Net income $ 153 $ 298 $ 455 $1,284 ====== ====== ====== ====== Weighted average common shares outstanding 1,321 1,254 1,310 1,232 Potential common shares pursuant to stock options 65 115 82 139 ------ ------ ------ ------ Diluted weighted average shares 1,386 1,369 1,392 1,371 ------ ------ ------ ------ Basic net income per common share $ .12 $ .24 $ .35 $ 1.04 ====== ====== ====== ====== Diluted net income per share and potential common share $ .11 $ .22 $ .33 $ .94 ====== ====== ====== ======
9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands) Results of Operations -- Third quarter of fiscal year 1998 compared with third quarter of fiscal year 1997. The following table presents, for the periods indicated, the percentage relationship of Condensed Consolidated Statements of Earnings items to total sales:
Thirteen Weeks Ended June 30, 1998 June 30, 1997 Net Sales 100.0% 100.0% Cost of Sales 51.7% 47.6% ----- ----- Gross Profit 48.3% 52.4% Selling, General & Administrative Expenses 30.7% 29.8% Research and Development Expenses 11.4% 10.8% ----- ----- Income from Operations 6.2% 11.8% Interest Income/(Expense), Net 1.0% (.3%) ----- ----- Income Before Provision for Income Taxes 7.2% 11.5% Provision for Income Taxes 2.7% 3.6% ----- ----- Net Income 4.5% 7.9% ===== =====
Sales. Net sales decreased by 8.5% in the third quarter of fiscal year 1998 to $3,431 as compared to $3,751 in the third quarter of fiscal year 1997. Sales of the Undersea Systems Division increased by 9.0% to $2,347 in the third quarter of fiscal year 1998 as compared to $2,154 in the third quarter of fiscal year 1997. The increase resulted mainly from higher sales of new and existing hydrophone products and Remotely Operated Vehicles in the third quarter of fiscal year 1998 as compared to the third quarter of fiscal year 1997 and reduced sales of Acoustic Releases and Imaging products. Sales of the Container Inspection Systems Division decreased by 32.1% to $1,084 in the third quarter of fiscal year 1998 as compared to $1,597 in the third quarter of fiscal year 1997. The decrease resulted largely from reduced orders from Asia and the timing of large project orders. Gross Profit. Gross Profit decreased by 15.7% to $1,656 for the third quarter of fiscal year 1998 as compared to $1,964 for the third quarter of fiscal year 1997. As a percentage of sales, gross profit was 48.3% in the third quarter of fiscal year 1998 as compared to 52.4% in the third quarter of fiscal year 1997. The decrease in gross profit percentage is attributed primarily to product mix. 10 Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by 5.6% to $1,054 for the third quarter of fiscal year 1998 as compared to $1,117 in the third quarter of fiscal year 1997. As a percentage of sales, selling, general and administrative expenses increased to 30.7% in the third quarter of fiscal year 1998 as compared to 29.8% for the third quarter of fiscal year 1997. This increase in percentage of sales is primarily a result of a reduced level of sales in the third quarter of fiscal year 1998. Research and Development Expenses. Research and development expenses decreased 4.0% to $389 for the third quarter of fiscal year 1998 as compared to $405 in the third quarter of fiscal year 1997. As a percentage of sales, research and development expenses increased to 11.4% of sales in the third quarter of fiscal year 1998 from 10.8% in the third quarter of fiscal year 1997. The overall level of expenditures is due to investments in new product development and is consistent with the Company's current operational plans. Interest Income. Interest income increased to $42 in the third quarter of fiscal year 1998 as compared to $7 in the third quarter of fiscal year 1997. The increase in interest income was a result of higher invested cash balances. Provision for Income Taxes. The provision for income taxes decreased to $95 in the third quarter of fiscal year 1998 as compared to $132 in the third quarter of fiscal year 1997. The effective tax rate used in the third quarter of fiscal year 1998 was 38.3% as compared to the rate of 30.7% used in the third quarter of fiscal year 1997. The rate used in the third quarter of fiscal year 1998 is the same rate applicable to the full fiscal year 1997 and is lower than the statutory rate due to the benefit from the Company's Foreign Sales Corporation. The effective tax rate used in the third quarter of fiscal year 1997 of 30.7% was the result of a cumulative adjustment of the first three quarters of fiscal year 1997. Results of Operations. First three quarters of fiscal year 1998 compared to the first three quarters of fiscal year 1997. The following table presents, for the periods indicated, the percentage relationship of Condensed Consolidated Statements of Earnings items to total sales:
Thirty-Nine Weeks Ended June 30, 1998 June 30, 1997 Net Sales 100.0% 100.0% Cost of Sales 49.2% 46.9% ----- ----- Gross Profit 50.8% 53.1% Selling, General & Administrative Expenses 34.1% 28.4% Research and Development Expenses 10.1% 7.9% ----- ----- Income from Operations 6.6% 16.8% Interest Income/(Expense), Net .7% (.4%) ----- ----- Income Before Provision for Income Taxes 7.3% 16.4% Provision for Income Taxes 2.8% 6.3% ----- ----- Net Income 4.5% 10.1% ===== =====
11 Sales. Net sales decreased by 20.5% in the first three quarters of fiscal year 1998 to $10,067 as compared to $12,669 in the first three quarters of fiscal year 1997. Sales of the Container Inspection Systems Division decreased by 18.0% to $4,055 in the first three quarters of fiscal year 1998 as compared to $4,947 in the first three quarters of fiscal year 1997. The decrease resulted largely from reduced orders from Asia and the timing of large project orders. Sales of the Undersea Systems Division decreased by 22.1% to $6,012 in the first three quarters of fiscal year 1998 as compared to $7,722 in the first three quarters of fiscal year 1997. The decrease resulted mainly from lower sales of hydrophones related to the transitioning to a new hydrophone product as well as fewer product and the timing of deliveries on project orders in the Acoustic Release, Imaging, and Remotely Operated Vehicle product areas in the first three quarters of fiscal year 1998 as compared to the first three quarters of fiscal year 1997. Gross Profit. Gross Profit decreased by 24.0% to $5,116 for the first three quarters of fiscal year 1998 as compared to $6,729 for the first three quarters of fiscal year 1997. As a percentage of sales, gross profit was 50.8% in the first three quarters of fiscal year 1998 as compared to 53.1% in the first three quarters of fiscal year 1997. The decrease in gross profit percentage is attributed primarily to product mix as well as start-up costs for the new hydrophone product. Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by 4.5% to $3,436 for the first three quarters of fiscal year 1998 as compared to $3,597 in the first three quarters of fiscal year 1997. As a percentage of sales, selling, general and administrative expenses increased to 34.1% in the first three quarters of fiscal year 1998 as compared to 28.4% for the first three quarters of fiscal year 1997. This increase in percentage of sales is primarily a result of a reduced level of sales in the first three quarters of fiscal year 1998. Research and Development Expenses. Research and development expenses increased 1.2% to $1,020 for the first three quarters of fiscal year 1998 as compared to $1,008 in the first three quarters of fiscal year 1997. As a percentage of sales, research and development expenses increased to 10.1% of sales in the first three quarters of fiscal year 1998 from 7.9% in the first three quarters of fiscal year 1997. The increase in the overall level of expenditures is due to investments in new product development and is consistent with the Company's current operational plans. Interest Income. Interest income increased to $115 in the first three quarters of fiscal year 1998 as compared to $15 in the first three quarters of fiscal year 1997. The increase in interest income was a result of higher invested cash balances. Provision for Income Taxes. The provision for income taxes decreased to $283 in the first three quarters of fiscal year 1998 as compared to $796 in the first three quarters of fiscal year 1997. The effective tax rate used in the first three quarters of fiscal year 1998 was 38.3% which is the same rate used for the first three quarters and full fiscal year 1997 and is lower than the statutory rate due to the benefit from the Company's Foreign Sales Corporation. Liquidity and Capital Resources. The Company's cash and cash equivalents increased $107 from September 30, 1997 to June 30, 1998. This increase resulted primarily from cash generated from operations of $813. Customer deposits increased by $366 as the Company booked more orders with advance payments required and inventories increased by $805 to support future sales. Net cash used in financing activities was $551 resulting from payments on the Company's long term debt. The Company believes it is well positioned to finance future working capital requirements and capital expenditures during the next twelve months through cash on hand, current earnings and available credit facilities. 12 Year 2000 Issues. The Year 2000 issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date change occurs, many date sensitive systems will recognize the year 2000 as 1900, or not at all. This inability to recognize or properly treat the Year 2000 may cause systems to process critical financial and operational information incorrectly. The Company utilizes software and related technologies throughout its business that will be affected by the date change in the Year 2000. An internal study is currently underway to determine the full scope and related costs to insure that the Company's systems continue to meet its internal needs and those of its customers. The Company began incurring expenses in 1997 to resolve this issue. All expenditures will be expensed as incurred and they are not expected to have a significant impact on the Company's ongoing results of operations. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The statements in this Quarterly Report on Form 10-QSB and in oral statements which may be made by representatives of the Company relating to plans, strategies, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors which include: the timing of large project orders, competitive factors, shifts in customer demand, government spending, economic cycles, availability of financing as well as the factors described in this report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as anticipated, believed, estimated, expected or intended. 13 PART II -- OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The Special Meeting in lieu of the Annual Meeting of Shareholders of the Registrant (the "Meeting") was held on April 3, 1998. (b) The Registrant solicited proxies for the Meeting pursuant to Regulation 14A; there was no solicitation in opposition to management's nominees for directors as listed in the Proxy Statement, and all such nominees were elected. (c) The following describes the matters voted upon at the Meeting and sets forth the number of votes cast for, against or withheld and the number of abstentions as to each such matter: (i) Election of Directors: Nominee For Withheld Stephen D. Fantone 1,176,856 5,413 A. Theodore Mollegen, Jr. 1,182,119 150 The directors whose term of office as a director continued after the Meeting are John L. Coughlin, Thurman F. Naylor, Samuel O. Raymond and Gary K. Willis. (ii) Authorization of appointment of Arthur Andersen LLP as independent auditors for 1998: For Against Abstain 1,180,690 759 820 (iii) The Company's 1998 Non-Employee Directors' Stock Option Plan was approved: there were 830,763 votes cast in favor of the proposal, 68,866 votes cast against, 10,521 abstentions, and 272,119 broker non-votes. (iv) The proposal to amend the Articles of Organization of the Company to increase the authorized common stock to 7,500,000 shares was approved: there were 817,813 votes cast in favor of the proposal, 85,664 votes cast against, 26,673 abstentions, and 272,119 broker non-votes. (v) The proposal to amend the Articles of Organization to create a new class of preferred stock received less than two-thirds vote of the total outstanding shares entitled to vote and therefore did not pass. There were 817,813 votes cast in favor of the proposal, 85,664 votes cast against, 26,673 abstentions, and 272,119 broker non-votes. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits set forth in the Exhibit Index on the following page are filed herewith as a part of this report. (b) Reports on Form 8-K None 14 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. BENTHOS, INC By /s/ Francis E. Dunne, Jr. Francis E. Dunne, Jr. Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) DATE: August 7, 1998 EXHIBIT INDEX Exhibit 3.1 Restated Articles of Organization (1) 3.2 Articles of Amendment dated April 28, 1997 (2) 3.3 Articles of Amendment dated April 20, 1998 (5) 3.4 By-Laws (1) 3.5 By-Law Amendments adopted January 23, 1998 (4) 4.1 Common Stock Certificate (1) 10.1 Employment Contract with Samuel O. Raymond (1) 10.2 Amendment to Employment Contract with Samuel O. Raymond (2) 10.3 Employment Contract with John L. Coughlin (1) 10.4 Employee Stock Ownership Plan (1) 10.5 First Amendment to Employee Stock Ownership Plan (2) 10.6 401(k) Retirement Plan (1) 10.7 First Amendment to 401(k) Retirement Plan (2) 10.8 Second Amendment to 401(k) Retirement Plan (2) 10.9 Third Amendment to 401(k) Retirement Plan (3) 10.10 Supplemental Executive Retirement Plan (1) 10.11 1990 Stock Option Plan (1) 10.12 Stock Option Plan for Non-Employee Directors (1) 10.13 1998 Non-Employee Directors' Stock Option Plan (4) 10.14 License Agreement between the Company and The Penn State Research Foundation dated December 13, 1993 (1) 10.15 Technical Consultancy Agreement between the Company and William D. McElroy dated July 12, 1994 (1) 10.16 Technical Consultancy Agreement between the Company and William D. McElroy dated October 1, 1996 (3) Exhibit 10.17 General Release and Settlement Agreement between the Company and Lawrence W. Gray dated February 8, 1996 (1) 10.18 Line of Credit Loan Agreement between the Company and Cape Cod Bank and Trust Company dated September 24, 1990, as amended (1) 10.19 Commercial Mortgage Loan Extension and Modification Agreement between the Company and Cape Cod Bank and Trust Company, dated July 6, 1994 (1) 10.20 License Agreement between the Company and Optikos Corporation dated July 29, 1997 (3) 21 Subsidiaries of the Registrant (1) 27 Financial Data Schedule 27.1 Restated Financial Data Schedule (1) Previously filed as an exhibit to Registrant's Registration Statement on Form 10-SB filed with the Commission on December 17, 1996 (File No. O-29024) and incorporated herein by this reference. (2) Previously filed as an exhibit to Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 30, 1997 (File No. O-29024) and incorporated herein by this reference. (3) Previously filed as an exhibit to Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 29, 1997 (File No. O-29024) and incorporated herein by this reference. (4) Previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended December 31, 1997 (File No. O-29024) and incorporated herein by this reference. (5) Previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 1998 (File No. 0-29024) and incorporated herein by this reference. EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BENTHOS, INC. AND SUBSIDIARY CONTAINED ELSEWHERE IN THIS QUARTERLY REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS SEP-30-1998 JUN-30-1998 2,770 0 2,112 162 2,868 8,612 6,151 4,342 10,697 2,496 202 0 0 108 7,891 10,697 10,067 10,067 4,951 3,436 1,020 0 37 738 283 455 0 0 0 455 .35 .33 THE EARNINGS PER SHARE INFORMATION HAS BEEN PREPARED IN ACCORDANCE WITH SFAS NO. 128 AND BASIC AND DILUTED EARNINGS PER SHARE HAVE BEEN ENTERED IN PLACE OF PRIMARY AND FULLY DILUTED, RESPECTIVELY.
EX-27.1 3 RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BENTHOS, INC. AND SUBSIDIARY CONTAINED ELSEWHERE IN THIS QUARTERLY REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS SEP-30-1997 JUN-30-1997 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1.04 .94 THE EARNINGS PER SHARE INFORMATION HAS BEEN PREPARED IN ACCORDANCE WITH SFAS NO. 128 AND BASIC AND DILUTED EARNINGS PER SHARE HAVE BEEN ENTERED IN PLACE OF PRIMARY AND FULLY DILUTED, RESPECTIVELY.
-----END PRIVACY-ENHANCED MESSAGE-----