-----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, AsxH4TYIFTLrM3oiGcvS9VvAeNTFvELjSKBuLnvGt2AdcbJ045LEeVouMeO9Eat3 2xlov7bXCV551GYCyEifhQ== 0000927016-99-002820.txt : 19990809 0000927016-99-002820.hdr.sgml : 19990809 ACCESSION NUMBER: 0000927016-99-002820 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990806 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: 99679515 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 10QSB 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, 1999 ------------- [_] 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 1,360,927 (Class) (Outstanding stock at August 4, 1999) Transitional Small Business Disclosure Format (check one): Yes No X ----- ----- 2 BENTHOS, INC. AND SUBSIDIARY FORM 10-QSB FOR THE THIRTEEN WEEKS AND THIRTY-NINE WEEKS ENDED JUNE 30, 1999 INDEX
Page No. -------- Face Sheet 1 Index 2 PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets (unaudited) 3 June 30, 1999 and September 30, 1998 Condensed Consolidated Statements of Earnings (unaudited) 4 Thirteen Weeks And Thirty-Nine Weeks Ended June 30, 1999 and June 30, 1998 Condensed Consolidated Statements of Cash Flow (unaudited) 5 Thirty-Nine Weeks Ended June 30, 1999 and June 30, 1998 Notes to Financial Statements 6-7 Item 2. Management's Discussion and Analysis 8-12 of Financial Condition and Results of Operations PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signature 13
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, 1999 September 30, 1998 Current Assets: Cash and Cash Equivalents $ 4,413 $2,509 Accounts Receivable, Net 842 1,609 Inventories 3,769 2,793 Prepaid Expenses and Other Current Assets 62 630 Deferred Tax Asset 651 651 ------- ------- Total Current Assets 9,737 8,192 Property, Plant and Equipment, Net 1,625 1,860 Other Assets 344 580 ------- ------- $11,706 $10,632 ======= ======= Liabilities and Stockholders' Investment Current Liabilities: Accounts Payable $ 609 $ 990 Accrued Expenses 1,390 962 Customer Deposits 205 237 ------- ------- Total Current Liabilities 2,204 2,189 ------- ------- Stockholders' Investment: Common Stock, $.0667 par value- Authorized - 7,500 shares Issued - 1,642 shares at June 30, 1999 and 1,635 at September 30, 1998 110 109 Capital in Excess of Par Value 1,517 1,502 Retained Earnings 8,610 7,609 Treasury Stock, at Cost (735) (777) ------- ------- Total Stockholders' Investment 9,502 8,443 ------- ------- $11,706 $10,632 ======= =======
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 Thirty-Nine Weeks Ended June 30, June 30, 1999 1998 1999 1998 Net Sales $4,730 $3,431 $12,926 $10,067 Cost of Sales 2,663 1,833 7,384 5,102 ------ ------ ------- ------- Gross Profit 2,067 1,598 5,542 4,965 Selling, General & Administrative Expenses 1,193 1,054 3,269 3,436 Research and Development Expenses 331 331 961 869 ------ ------ ------- ------- Income from Operations 543 213 1,312 660 Interest Income, Net 44 35 118 78 ------ ------ ------- ------- Income before Provision for Income Taxes 587 248 1,430 738 Provision for Income Taxes 176 95 429 283 ------ ------ ------- ------- Net Income $ 411 $ 153 $ 1,001 $ 455 ====== ====== ======= ======= Basic Earnings Per Share $0.30 $0.12 $0.74 $0.35 ====== ====== ======= ======= Diluted Earnings Per Share $0.29 $0.11 $0.72 $0.33 ====== ====== ======= ======= Common Shares Outstanding 1,355 1,321 1,353 1,310 ====== ====== ======= ======= Common Shares Outstanding, Assuming Dilution 1,415 1,386 1,395 1,392 ====== ====== ======= =======
See accompanying notes to Condensed Consolidated Financial Statements 5 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flow (in thousands) (unaudited)
Thirty-Nine Weeks Ended June 30,1999 June 30,1998 Cash Flows From Operating Activities: Net Income $1,001 $ 455 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 392 376 Changes in Assets and Liabilities: Accounts Receivable 767 58 Inventories (976) (805) Prepaid Expenses 568 123 Accounts Payable & Accrued Expenses 47 230 Customer Deposits (32) 366 ------ ------ Net Cash Provided by Operating Activities 1,767 803 ------ ------ Cash Flows from Investing Activities: Purchases of Property, Plant & Equipment (76) (88) Decrease (Increase) in Other Assets 213 (57) ------ ------ Net Cash Generated (Used) in Investing Activities 137 (145) ------ ------ Cash Flows from Financing Activities: Payments on long-term debt, net - (551) ------ ------ Net Increase in Cash and Cash Equivalents 1,904 107 Cash and Cash Equivalents, Beginning of Period 2,509 2,663 ------ ------ Cash and Cash Equivalents, End of Period $4,413 $2,770 ====== ====== Supplemental Disclosure of Cash Flow Information: Interest Paid - $ 37 ====== ====== Income Taxes Paid, Net of Refunds $ 179 $ 62 ====== ====== Supplemental Disclosure of Noncash Activities: Sale of Treasury Stock to the Company's ESOP $ 42 $ 70 ====== ======
See accompanying notes to Condensed Consolidated Financial Statements 6 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, 1998, 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 1998 financial statements to conform with the 1999 presentation. 3. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:
June 30, 1999 September 30, 1998 (in thousands) Raw Materials $ 114 $ 81 Work-in-Process 3,642 2,702 Finished Goods 13 10 ------ ------ $3,769 $2,793 ====== ======
4. Earnings Per Share 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 earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding. Common stock options have a dilutive effect on earnings per share in all periods and are therefore included in the computation of diluted earnings per share. The Company has outstanding options to purchase 91,500 shares of common stock at an average exercise price of $13.60 in the thirteen and thirty-nine week periods ended June 30, 1999 and had 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. 7 A reconciliation of basic and diluted shares outstanding is as follows:
(in thousands) Thirteen Weeks Ended June 30, Thirty-nine Weeks Ended June 30, 1999 1998 1999 1998 ---- ---- ---- ---- Weighted average common shares outstanding 1,355 1,321 1,353 1,310 Potential common shares pursuant to stock options 60 65 42 82 ----- ----- ----- ----- Diluted weighted average shares 1,415 1,386 1,395 1,392 ===== ===== ===== =====
5. Letter of Intent to Acquire Datasonics, Inc. On May 19, 1999, the Company announced that it had signed a letter of intent to acquire Datasonics, Inc., a privately held Massachusetts corporation, for consideration of approximately $6.9 million in cash plus the assumption of certain current liabilities. Datasonics is a leading supplier of underwater acoustic products including side scan sonar systems, acoustic relocation devices, and high-speed underwater acoustic modems and data telemetry systems and is located in Cataumet, Massachusetts, approximately two miles from the Company. The Company expects that the transaction will close prior to the end of its current fiscal year. 8 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 1999 compared with third quarter of fiscal year 1998. 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, 1999 June 30, 1998 (unaudited) Net Sales 100.0% 100.0% Cost of Sales 56.3% 53.4% ----- ----- Gross Profit 43.7% 46.6% Selling, General & Administrative Expenses 25.2% 30.7% Research and Development Expenses 7.0% 9.7% ----- ----- Income from Operations 11.5% 6.2% Interest Income, Net .9% 1.0% ----- ----- Income Before Provision for Income Taxes 12.4% 7.2% Provision for Income Taxes 3.7% 2.7% ----- ----- Net Income 8.7% 4.5% ===== =====
Sales. Net sales increased by 37.9% in the third quarter of fiscal year 1999 to $4,730 as compared to $3,431 in the third quarter of fiscal year 1998. Sales of the Undersea Systems Division increased by 45.8% to $3,421 in the third quarter of fiscal year 1999 as compared to $2,347 in the third quarter of fiscal year 1998. The increase resulted mainly from higher sales of the Company's Remotely Operated Vehicle (ROV) products in the third quarter of fiscal year 1999 as compared to the third quarter of fiscal year 1998. Sales of the Container Inspection Systems Division increased by 20.8% to $1,309 in the third quarter of fiscal year 1999 as compared to $1,084 in the third quarter of fiscal year 1998. The increase resulted largely from the timing of project orders. Cost of Sales. Cost of sales increased by 45.3% to $2,663 in the third quarter of fiscal year 1999 as compared to $1,833 in the third quarter of fiscal year 1998. As a percentage of sales, cost of sales was 56.3% in the third quarter of fiscal year 1999 as compared to 53.4% in the third quarter of fiscal year 1998. The increase in the cost of sales dollars is attributed primarily to higher sales. The increase in the cost of sales percentage is a result of a shift in product mix, resulting in more sales in 1999 of Undersea Systems Division Products which have lower margins than Container Inspection Division sales. 9 Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by 13.2% to $1,193 for the third quarter of fiscal year 1999 as compared to $1,054 in the third quarter of fiscal year 1998. As a percentage of sales, selling, general and administrative expenses decreased to 25.2% in the third quarter of fiscal year 1999 as compared to 30.7% for the third quarter of fiscal year 1998. This decrease in percentage of sales is primarily a result of an increased level of sales in the third quarter of fiscal year 1999, slightly higher selling expenses, lower commission expenses, and increased General and Administrative expenses in support of increased sales levels and acquisition activities as compared to the third quarter of fiscal year 1998. Research and Development Expenses. Research and development expenses were $331 in both the third quarter of fiscal year 1999 and in the third quarter of fiscal year 1998. As a percentage of sales, research and development expenses decreased to 7.0% of sales in the third quarter of fiscal year 1999 from 9.7% in the third quarter of fiscal year 1998. The decrease in percentage of sales is a result of higher sales. 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, net, increased to $44 in the third quarter of fiscal year 1999 as compared to $35 in the third quarter of fiscal year 1998. The increase in net interest income was a result of the Company having paid off all the outstanding debt in fiscal 1998, and interest earned on higher invested cash balances. Provision for Income Taxes. The provision for income taxes increased to $176 in the third quarter of fiscal year 1999 as compared to $95 in the third quarter of fiscal year 1998. The effective tax rate used in the third quarter of fiscal year 1999 was 30.0% as compared to the rate of 38.3% used in the third quarter of fiscal year 1998. The rate used in the third quarter of fiscal year 1999 is lower than the statutory rate as a result of the tax benefits of the company's Foreign Sales Corporation. 10 Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands) Results of Operations -- First three quarters of fiscal year 1999 compared with first three quarters of fiscal year 1998. 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, 1999 June 30, 1998 (unaudited) Net Sales 100.0% 100.0% Cost of Sales 57.1% 50.7% ----- ----- Gross Profit 42.9% 49.3% Selling, General & Administrative Expenses 25.3% 34.1% Research and Development Expenses 7.4% 8.6% ----- ----- Income from Operations 10.2% 6.6% Interest Income, Net .9% .7% ----- ----- Income Before Provision for Income Taxes 11.1% 7.3% Provision for Income Taxes 3.4% 2.8% ----- ----- Net Income 7.7% 4.5% ===== =====
Sales. Net sales increased by 28.4% in the first three quarters of fiscal year 1999 to $12,926 as compared to $10,067 in the first three quarters of fiscal year 1998. Sales of the Undersea Systems Division increased by 62.1% to $9,743 in the first three quarters of fiscal year 1999 as compared to $6,012 in the first three quarters of fiscal year 1998. The increase resulted mainly from higher sales of the Company's Geopoint hydrophone and Remotely Operated Vehicle (ROV) products in the first three quarters of fiscal year 1999 as compared to the first three quarters of fiscal year 1998. Sales of the Container Inspection Systems Division decreased by 21.5% to $3,183 in the first three quarters of fiscal year 1999 as compared to $4,055 in the first three quarters of fiscal year 1998. The decrease resulted largely from the timing of project orders. Cost of Sales. Cost of sales increased by 44.7% to $7,384 in the first three quarters of fiscal year 1999 as compared to $5,102 in the first three quarters of fiscal year 1998. As a percentage of sales, cost of sales was 57.1% in the first three quarters of fiscal year 1999 as compared to 50.7% in the first three quarters of fiscal year 1998. The increase in the cost of sales dollars and percentage is attributed primarily to the increased sales volume and the higher sales mix of the products of the Undersea Systems Division which carry a higher cost than the products of the Container Inspection Systems Division. 11 Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by 4.8% to $3,269 for the first three quarters of fiscal year 1999 as compared to $3,436 in the first three quarters of fiscal year 1998. As a percentage of sales, selling, general and administrative expenses decreased to 25.3% in the first three quarters of fiscal year 1999 as compared to 34.1% for the first three quarters of fiscal year 1998. This decrease in percentage of sales is primarily a result of an increased level of sales in the first three quarters of fiscal year 1999, reduced selling expenses, and lower commission expenses in the Container Inspection Systems Division which is a direct result of reduced sales in that division as compared to the first three quarters of fiscal year 1998, and increased general and administrative expenses to support the increased sales volume and business growth activities. Research and Development Expenses. Research and development expenses increased 10.6% to $961 for the first three quarters of fiscal year 1999 as compared to $869 in the first three quarters of fiscal year 1998. As a percentage of sales, research and development expenses decreased to 7.4% of sales in the first three quarters of fiscal year 1999 from 8.6% in the first three quarters of fiscal year 1998. The decrease in percentage of sales is a result of a higher level of sales. 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, net, increased to $118 in the first three quarters of fiscal year 1999 as compared to $78 in the first three quarters of fiscal year 1998. The increase in net interest income was a result of the Company having paid off all the outstanding debt in fiscal 1998 and interest earned on higher levels of invested cash balances. Provision for Income Taxes. The provision for income taxes increased to $429 in the first three quarters of fiscal year 1999 as compared to $283 in the first three quarters of fiscal year 1998. The effective tax rate used in the first three quarters of fiscal year 1999 was 30.0% as compared to the rate of 38.3% used in the first three quarters of fiscal year 1998. The rate used in the first three quarters of fiscal year 1999 is lower than the statutory rate due primarily to the benefit from the Company's Foreign Sales Corporation. Liquidity and Capital Resources. The Company's cash and cash equivalents increased $1,904 from September 30, 1998 to June 30, 1999. Cash of $1,767 was provided by operating activities. Inventories used $976 to support future sales. Accounts receivable decreased by $767 as a result of advance payments and improved collections in the current quarter. Prepaid expenses decreased $568 as a financed receivable was collected. Accounts Payable and Accrued Expenses provided $47 as a result of inventory purchases. 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. Year 2000 Issues. During 1998 and 1999, the company has been actively engaged in addressing Year 2000 ("Y2K") issues, which result from the use of two-digit, rather than four-digit, year dates in software, a practice which could cause date-sensitive systems to malfunction or fail because they may not recognize or process date information correctly. STATE OF READINESS: To manage its Y2K program, the Company has divided its efforts into four program areas: * Information Technology (computer hardware, and software) * Physical Plant (manufacturing equipment and facilities) * Products (including product development) * Extended Enterprise (suppliers and customers) 12 For each of these program areas, the Company is using a four-step approach: * Ownership (creating awareness, assigning tasks) * Inventory (listing items to be assessed for Y2K readiness) * Assessment (prioritizing the inventoried items, assessing their Y2K readiness, planning corrective actions, developing initial contingency plans) * Corrective Action Deployment (implementing corrective actions, verifying implementation, finalizing and executing contingency plans) As of June 30, 1999, the Ownership, Inventory, and Assessment steps were essentially complete for all program areas. The Company expects to complete the Corrective Action Deployment steps by September 30, 1999. COSTS TO ADDRESS Y2K ISSUES: The Company began incurring expenses in 1997 to resolve this issue. All expenditures will be expensed as incurred and are not expected to have a significant impact on the Company's ongoing results of operations. RISKS OF Y2K ISSUES AND CONTINGENCY PLANS: The Company is in the process of assessing the Y2K issues relating to its physical plant, products and suppliers. The Company intends to develop a contingency planning process to mitigate worst-case business disruptions such as delays in product delivery, which could potentially result from events such as supply chain disruptions. The Company expects its contingency plans to be complete by September 30, 1999. "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 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 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 6, 1999 BENTHOS, INC. 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) 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) 10.21 Hydrophone License Agreement between the Company and Syntron, Inc. dated December 5, 1996 (6) 10.22 Amendment Number 1 to Hydrophone License Agreement between the Company and Syntron, Inc. dated September 11, 1998 (6) 21 Subsidiaries of the Registrant (1) 27 Financial Data Schedule 27.1 Restated Financial Data Schedule (1998) (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. (6) Previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended December 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-30-1999 JUN-30-1999 4,413 0 842 175 3,769 9,737 6,355 4,730 11,706 2,204 0 0 0 110 9,392 11,706 12,926 12,926 7,384 3,269 961 7 0 1,430 429 1,001 0 0 0 1,001 .74 .72 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-30-1998 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 5,102 3,436 869 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.
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