-----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, L56aD27mfHEb3KWsU8sc1BT3/V41XX5cg4FL0LQP8LMg9r2LjPNW/eWkzeP+oZ08 HqDJs1dzGctveTEu4lSwng== 0000950169-95-000030.txt : 19950626 0000950169-95-000030.hdr.sgml : 19950626 ACCESSION NUMBER: 0000950169-95-000030 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950429 FILED AS OF DATE: 19950623 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOWLES FLUIDICS CORP CENTRAL INDEX KEY: 0000013585 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 520741762 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-37706 FILM NUMBER: 95548917 BUSINESS ADDRESS: STREET 1: 6625 DOBBIN RD CITY: COLUMBIA STATE: MD ZIP: 21045-4707 BUSINESS PHONE: 4103810400 MAIL ADDRESS: STREET 1: 6625 DOBBIN ROAD CITY: COLUMBIA STATE: MD ZIP: 21045-4707 FORMER COMPANY: FORMER CONFORMED NAME: BOWLES ENGINEERING CORP DATE OF NAME CHANGE: 19700629 10-Q/A 1 BOWLES FLUIDICS 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended April 29, 1995 Commission File Number 2-37706 Bowles Fluidics Corporation (exact name of registrant as specified in its charter) Maryland 52-0741762 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6625 Dobbin Road, Columbia, Maryland 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410)381-0400 Indicate by check mark whether the registrant has filed all annual, quarterly and other reports required to be filed with the Commission within the past 90 days and in addition has filed the most recent annual report required to be filed. Yes X No Indicate the number of shares outstanding of each issuer's classes of common stock, as of April 29, 1995. Class Outstanding at April 29, 1995 Common Stock, $.10 12,590,011 shares BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the three months ended For the six months ended April 29, April 30, April 29, April 30, 1995 1994 1995 1994 Net sales $4,419,120 $3,921,939 $8,612,438 $7,445,975 Cost of sales 2,723,350 2,270,880 5,449,382 4,391,450 Gross profit 1,695,770 1,651,059 3,163,056 3,054,525 Selling, general and administrative expenses 689,576 634,209 1,278,320 1,252,193 Research and development costs 151,675 203,463 305,212 424,341 Operating income 854,519 813,387 1,579,524 1,377,991 Interest expense 7,132 18,031 25,223 51,745 Other income (28,881) (63,913) (45,780) (4,878) Income before taxes 876,268 859,269 1,600,081 1,331,124 Provision for income taxes 328,869 242,000 599,749 351,260 Net income 547,399 617,269 1,000,332 979,864 Preferred stock dividends accrued 18,662 18,662 37,324 37,324 Income applicable to common shareholders $ 528,737 $ 598,607 $ 963,008 $ 942,540 Primary earnings per share $ .04 $ .05 $ .08 $ .07 Fully diluted earnings per share $ .03 $ .04 $ .06 $ .06
The accompanying notes are an integral part of these financial statements. (3) BOWLES FLUIDICS CORPORATION CONSOLIDATED BALANCE SHEETS April 29, October 29, 1995 1994 (Unaudited) (Audited) Assets Current assets Cash and cash equivalents $1,184,885 $1,557,230 Investments 578,532 484,807 Accounts receivable 2,079,124 1,916,885 Inventories 1,584,625 1,696,500 Prepaid expenses 76,135 22,514 Deferred income taxes 137,000 137,000 Total current assets 5,640,301 5,814,936 Property and equipment Production machinery and equipment 3,760,645 3,609,068 Office equipment and furniture 1,221,274 1,148,911 Laboratory and machine shop equipment 1,100,798 1,137,859 Leasehold improvements 536,793 530,475 Total property and equipment 6,619,510 6,426,313 Less accumulated depreciation and amortization (4,198,556) (3,926,055) Net property and equipment 2,420,954 2,500,258 Other assets Patents, net of accumulated amortization of $372,179 and $349,232, respectively 112,823 135,770 Deposits 26,838 27,263 Total other assets 139,661 163,033 Total assets $8,200,916 $8,478,227 The accompanying notes are an integral part of these financial statements. (4) BOWLES FLUIDICS CORPORATION CONSOLIDATED BALANCE SHEETS (continued) April 29, October 29, 1995 1994 (Unaudited) (Audited) Liabilities and Stockholders Equity Current liabilities Accounts payable - trade $ 789,887 $1,066,077 Accrued payroll and related expenses 644,494 720,159 Income taxes payable 157,988 543,156 Current portion of long-term debt 65,920 283,939 Accrued preferred stock dividends 37,324 74,646 Total current liabilities 1,695,613 2,687,977 Long-term debt 238,224 512,831 Other liabilities 246,407 219,755 Deferred income taxes 150,000 150,000 Total liabilities 2,330,244 3,570,563 Commitments and contingencies Stockholders' equity 8% convertible preferred stock - authorized 3,000,000 shares, par value $1.00 per share; issued and outstanding 933,080 shares. 933,080 933,080 Common stock - authorized 17,000,000 shares - par value $.10 per share; issued and out- standing 12,590,011 shares. 1,259,001 1,259,001 Additional paid-in capital 2,715,583 2,715,583 Retained earnings (Note 3) 963,008 - Total stockholders' equity 5,870,672 4,907,664 Total liabilities and stockholders' equity $8,200,916 $8,478,227 The accompanying notes are an integral part of these financial statements. (5) BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the six months ended April 29, April 30, 1995 1994 Operating activities: Net income $1,000,332 $ 979,864 Adjustments to reconcile net income provided by operating activities: Depreciation and amortization 327,708 305,327 Gain on sales of assets (8,877) (3,990) Accretion of interest on investments (7,977) - 1,311,186 1,281,201 Change in operating accounts: Accounts receivable (162,238) (369,903) Inventories 111,875 (206,497) Prepaid expenses (53,197) (84,173) Accounts payable (276,190) (307,250) Accrued expenses (467,167) 199,022 Other liabilities 26,652 (23,340) Change in operating accounts (820,265) (792,141) Cash provided by operating activities 490,921 489,060 Investing activities: Capital expenditures (241,310) (551,142) Proceeds from sale of equipment 31,025 10,315 Purchase of investments (475,814) - Proceeds from sale of investments 390,105 - Net Cash used in investing activities (295,994) (540,827) Financing activities: Principal payment of debt (492,626) (636,892) Proceeds from issuance of debt - 428,000 Preferred stock dividend (74,646) (74,648) Proceeds from issuance of common stock - 8,700 Net cash used by financing activities (567,272) (274,840) Decrease in cash and cash equivalents (372,345) (326,607) Cash and cash equivalents - beginning of period 1,557,230 652,241 Cash and cash equivalents - end of period $1,184,885 $ 325,634
The accompanying notes are an integral part of these financial statements. (6) BOWLES FLUIDICS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - General In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of April 29, 1995, and October 29, 1994, and the results of operations and cash flows for the three and six months ended April 29, 1995 and April 30, 1994. While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company's latest annual report on Form 10-K. The Company recently formed a wholly owned subsidiary, Fluid Effects Corporation, in the state of Delaware to which the Company has transferred its U.S. and Canadian patents and patent applications together with operating capital. NOTE 2 - Inventories Inventories are comprised of: April 29, April 30, October 29, 1995 1994 1994 Raw Material $ 643,924 $ 373,235 $ 506,573 Work and Tooling in Process 372,543 722,799 515,590 Finished Goods 568,159 441,554 674,337 Total $1,584,625 $1,537,588 $1,696,500 NOTE 3 - Quasi-reorganization Effective October 29, 1994, the Board of Directors approved a quasi-reorganization which had the impact of eliminating the retained earnings deficit as an adjustment to the additional paid-in capital. (7) BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION FOR THE THREE AND SIX MONTHS ENDED APRIL 29, 1995 Item 6. Exhibits and Reports on Form 8-K Exhibits Description (a) Exhibit 11 Computation of Earnings Per Common Share Exhibit 20 Report furnished to Security Holders (b) Reports on Form 8-K (11) BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION ITEM 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE A. PRIMARY EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES: For the three For the six months ended months ended April 29, April 29, 1995 1995 Calculation of Net Income Net income per books $ 547,399 $ 1,000,332 Less: Dividends on convertible preferred stock 18,662 37,324 Net income as adjusted $ 528,737 $ 963,008 Calculation of Outstanding Shares Weighted average of common shares outstanding 12,590,011 12,590,011 Add: Assumed exercise of stock options 108,644 97,959 Number of common shares outstanding adjusted 12,698,655 12,687,970 Primary earnings per common share $ .04 $ .08 (12) BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION Item 6. (a) EXHIBIT 11 - CALCULATION OF EARNINGS PER SHARE (continued) B. FULLY DILUTED EARNINGS PER SHARE: For the three For the six months ended months ended April 29, April 29, 1995 1995 Net Income per books $ 547,399 $ 1,000,332 Weighted average of common shares outstanding 12,590,011 12,590,011 Add: Assumed conversion of preferred stock 3,732,320 3,732,320 Assumed exercise of stock options 130,667 130,667 Number of shares 16,452,998 16,452,998 Fully diluted earnings per share $ .03 $ .06 (13) Exhibit 20 BOWLES FLUIDICS CORPORATION 6625 Dobbin Road, Columbia, Maryland 21045-4707 USA Phone: 410-381-0400 Fax: 410-381-2718 June 14, 1995 TO THE STOCKHOLDERS: Our second quarter total sales and operating income have surpassed that of any previous quarter. The record sales were contributed to by bringing on line new window washer and defroster products. Net income fell short of a record due to a higher effective income tax rate this year. Net sales in the second quarter of FY 1995 rose 13% to $4,419,120. Operating income gained 5.5% to $854,519, but net income declined 11% to $547,399. Net sales for the first six months of FY 1995 reached $8,612,438, a 16% increase over the FY 1994 similar period. Net income was reported at $1,000,332, reflecting an increase of 2% over last year's first six months. Shipments in the first six months of FY 1995 were boosted by the introduction of new products and the strong North American automotive industry production occurring in the first quarter. Aside from last year's first quarter $250,000 of revenue from a specific application engineering customer contract, sales of prototype and production tooling reached higher levels in both the second quarter and the first six months due to the culmina- tion of a number of new automotive washer and defroster nozzle programs. Operating income advanced 5.5% in the second quarter and 3.5% in the first six months of the 1995 fiscal year versus similar periods in the prior fiscal year. The second quarter and first six months results were favorably affected by the greater automotive product sales and lower research and development costs but also unfavorably influenced by higher engineering expenses related to customizing new auto product models and increasing customer service. The improvement in the first six months was also negatively affected by the lack of the prior year's $250,000 of special contract revenue, costs of which were incurred in prior years. Interest expense was reduced for the current year's first six months as a result of lower debt levels and interest rates. Other income was higher due to the investment of available cash. (14) TO THE STOCKHOLDERS - 2 - June 14, 1995 Provision for income taxes, both federal and state, has been determined based upon an estimate of the total fiscal year's pretax income. Last year's provision for the second quarter was lower because of the anticipated use of the research and development and investment tax credit carryforwards which were fully utilized during fiscal year 1994. Net income of $547,399 for the second quarter decreased 11% from last fiscal year's comparable period due to the increase in the effective income tax rate as discussed above. Net income for the first six months was $1,000,332, 2% over the last fiscal year's similar period due to higher income before taxes but was negatively affected by the greater effective income tax rate this year. The Company's working capital at April 29, 1995, increased $817,729 from the previous year-end at October 29, 1994. The current ratio advanced from 2.16 to 3.33 during this six-month period. Capital expenditures were $241,310 in the first six months of FY 1995, $309,832 lower than last year as there were delays in ordering equipment of approximately $300,000. Financing activities included the payment of debt, primarily the early payment of certain notes due in January 1995 and 1996, and $74,646 of preferred stock dividends. North American light vehicle production (excluding Mexican output for local markets) by the three major U.S. automotive companies, which generates most of the Company's sales, decreased 0.5% in the first calendar quarter of 1995 from 1994. Production for the second calendar quarter of 1995 is forecasted by Ward's Automotive Reports to decline 4% below last year's second quarter. There are a number of uncertainties with regard to the forecast for the third calendar quarter of 1995. We continue to be concerned about the degree of the U.S. economy's "soft landing" and its impact on automotive industry sales. Condensed consolidated balance sheets and income statements are appended for your review. Thank you for your continued support. Sincerely, Ronald D. Stouffer President RDS:lto Enclosure (15) BOWLES FLUIDICS CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended 4/29/95 4/30/94 4/29/95 4/30/94 Net Sales $4,419,120 $3,921,939 $8,612,438 $7,445,975 Cost of Sales 2,723,350 2,270,880 5,449,382 4,391,450 Gross Profit 1,695,770 1,651,059 3,163,056 3,054,525 Selling, General and Administrative Expenses 689,576 634,209 1,278,320 1,252,193 Research and Development Costs 151,675 203,463 305,212 424,341 Interest Expense and Other (Income) and Expenses, Net (21,749) (45,882) (20,557) 46,867 Income before Taxes $ 876,268 $ 859,269 $1,600,081 $1,331,124 Provision for Taxes 328,869 242,000 599,749 351,260 Net Income $ 547,399 $ 617,269 $1,000,332 $ 979,864 Net Income per Share Primary $ .04 $ .05 $ .08 $ .07 Fully Diluted $ .03 $ .04 $ .06 $ .06
CONSOLIDATED BALANCE SHEETS
Unaudited Audited as of as of 4/29/95 10/29/94 Assets Cash and Cash Equivalents $1,184,885 $1,557,230 Investments 578,532 484,807 Accounts Receivable 2,079,124 1,916,885 Inventories 1,584,625 1,696,500 Prepaid Expense 76,135 22,514 Deferred Income Taxes 137,000 137,000 Total Current Assets 5,640,301 5,814,936 Property, Plant and Equipment, Net 2,420,954 2,500,258 Other Assets 139,661 163,033 Total Assets $8,200,916 $8,478,227 Liabilities and Stockholders' Equity Accounts Payable--Trade $ 789,887 $1,066,077 Accrued Expenses and Dividend 681,818 794,805 Income Taxes Payable 157,988 543,156 Current Portion of Long-Term Debt 65,920 283,939 Total Current Liabilities 1,695,613 2,687,977 Long-Term Debt 238,224 512,831 Other Liabilities and Deferred Income Taxes 396,407 369,755 Total Liabilities 2,330,244 3,570,563 8% Conv. Pfd. Stock (933,080 shares outstanding) 933,080 933,080 Common Stock (12,590,011 shares outstanding) 1,259,001 1,259,001 Additional Paid-in Capital 2,715,583 2,715,583 Retained Earnings 963,008 - Stockholders' Equity 5,870,672 4,907,664 Total Liabilities and Stockholders' Equity $8,200,916 $8,478,227
(16) BOWLES FLUIDICS CORPORATION PART II. OTHER INFORMATION Item 6. (b) Reports on Form 8-K/A June 23, 1995 An Annual Meeting of Stockholders of Bowles Fluidics Corporation was held on March 16, 1995. 1. The following Board of Directors was elected: William Ewing, Jr. William Ewing, III Julian Lazrus Ronald D. Stouffer John E. Searle, Jr. David C. Dressler 2. Also at the meeting of Stockholders, Coopers & Lybrand L.L.P. was appointed as the Corporation's certified public accountants. 3. At a Directors' meeting immediately following the meeting of Stockholders, the following officers were elected: Chairman of the Board William Ewing, Jr. Vice Chairman of the Board Julian Lazrus President Ronald D. Stouffer Vice President, Administration and Secretary Eleanor M. Kupris Vice President, Engineering Richard W. Hess Vice President, Finance David A. Quinn Vice President, Marketing Eric W. Koehler Vice President, Quality Assurance Dharapuram N. Srinath Corporate Controller Arlene M. Hardy (17) FORM 10-Q/A BOWLES FLUIDICS CORPORATION 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. BOWLES FLUIDICS CORPORATION By Ronald D. Stouffer President Date June 23, 1995 By David A. Quinn Vice President, Finance Date June 23, 1995 (18) -----END PRIVACY-ENHANCED MESSAGE-----