-----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, OtEIwc3c754FGCueU0x0bxKSYq5iGhZDDYKwIfpjWZEuGwo49tuCSd7b1VNG08Ku 27dJf1d+NuUX0fYjFnV1AQ== 0000950115-97-001796.txt : 19971117 0000950115-97-001796.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950115-97-001796 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAGE INC CENTRAL INDEX KEY: 0000002186 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 042225121 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-07336 FILM NUMBER: 97721978 BUSINESS ADDRESS: STREET 1: 400 WILLOWBROOK LANE CITY: WEST CHESTER STATE: PA ZIP: 19382 BUSINESS PHONE: 2154303900 MAIL ADDRESS: STREET 1: 625 WILLOWBROOK LANE STREET 2: 625 WILLOWBROOK LANE CITY: WEST CHESTER STATE: PA ZIP: 19382 10-Q/A 1 QUARTERLY REPORT ================================================================================ FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1997 ------------------------------------------------ Commission file number 33-31797 ------------------------------------------- ADAGE, INC. ---------------------------------------------------------------------- (Exchange name of registrant as specified in its charter) Pennsylvania 04-2225121 ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Incorporation or organization) Number) 7505 Technology Drive, West Melbourne, Fl. 32904 ---------------------------------------------------------------------- (Address of principal executive officers) (Zip Codes) (407) 953-7898 ---------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date of August 8, 1997. 5,032,057 shares of Common Stock, par value $ .60 per share. ------------------------------------------------------------ ================================================================================ Items 1 and 2 of the quarterly report on form 10-Q of Adage, Inc. (the "Company") for the quarter and six months ended June 30, 1997 are hereby restated and ammended in their entirety on the following pages. 2 ITEM 1 - FINANCIAL STATEMENTS - continued ADAGE, INC. ----------- Condensed Consolidated Statements of Income -------------------------------------------
FOR THE THREE MONTHS ENDED -------------------------- JUNE 30, 1997 JUNE 30, 1996 1997 1996 ---- ---- (Unaudited) (Unaudited) 000's Omitted ------------- Income Sales ............................. $ 13,609 $ 11,614 Investment income (loss) .......... (58) 62 Other ............................. 1 ----------- ----------- 13,551 11,677 Costs and Expenses Cost of sales ..................... 10,125 8,554 Selling, general & administrative . 3,091 2,713 Interest .......................... 271 220 ----------- ----------- 13,487 11,487 Income from continuing operations before income taxes .... 64 190 Provision for income taxes (benefit) 16 74 ----------- ----------- Net income (loss) from continuing operations ............. 48 116 Income (loss) from discontinued operations net of taxes ........... (436) (41) Gain (loss) on sale of discontinued operations net of taxes .......... 98 ----------- ----------- Net income (loss) .................. (290) 75 =========== =========== Earnings Per Common Share Continuing operations ............ .01 .02 Discontinued operations .......... (.07) (.01) ----------- ----------- Net Income ......................... (.06) .01 =========== =========== Weighted Average Common Shares Outstanding ....................... 5,105,166 5,129,175 =========== ===========
See Notes to condensed consolidated financial statements. 3 ITEM 1 - FINANCIAL STATEMENTS - continued ADAGE, INC. ----------- Condensed Consolidated Statements of Income -------------------------------------------
FOR THE SIX MONTHS ENDED ------------------------ JUNE 30, 1997 JUNE 30, 1995 1997 1996 ---- ---- (Unaudited) (Unaudited) 000's Omitted ------------- Income Sales ............................. $ 23,069 $ 23,986 Investment income (loss) .......... (14) 62 ----------- ----------- 23,055 24,048 Costs and Expenses Cost of sales ..................... 17,157 17,589 Selling, general & administrative . 5,636 5,353 Interest .......................... 592 518 ----------- ----------- 23,385 23,460 Income (loss) from continuing operations before income taxes .... (330) 588 Provision for income taxes (benefit) (118) 225 Net income (loss) from continuing operations ............. (212) 363 Income (loss) from discontinued operations net of taxes ........... (504) (86) (Loss) on sale of business segments 98 77 ----------- ----------- Net income (loss) .................. (618) 277 =========== =========== Earnings Per Common Share Continuing operations ............ (.04) .07 Discontinued operations .......... (.08) (.02) ----------- ----------- Net Income ......................... (.12) .05 =========== =========== Weighted Average Common Shares Outstanding ....................... 5,105,166 5,129,175 =========== ===========
See Notes to condensed consolidated financial statements. 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS - $000 Omitted Results of Operations As an aid to understanding the Company's operating results, the following table shows each item from the consolidated statement of income expressed as a percentage of net sales:
Percentage of Net Sales Quarter Ended Six Months Ended Year Ended June 30, June 30, December 31, 1997 1996 1997 1996 1996 ---- ---- ---- ---- ---- Sales 100.0% 100.0% 100.0% 100.0% 100.0% Cost of sales 74.4% 73.7% 74.4% 73.3% 75.8% Selling, general administrative 22.7% 23.4% 24.4% 22.3% 20.5% Interest expense 2.0% 1.9% 2.6% 2.2% 1.4% Income (loss) from continuing operations before income taxes 0.5% 1.6% (1.4%) 2.5% (0.5%) Net Income (Loss) from continuing operations 0.4% 1.0% (0.9%) 1.5% (0.9%)
Net Sales Net sales for the six months ended June 30, 1997 decreased $917 compared to sales for the same period in 1996. In the first quarter, sales decreased $2,912 due to lower demand in the utility sector for load management switches. Declines were also experienced in land-mobile radio product lines. Sales increased $1,995 in the second quarter as both areas, particularly land-mobile, rebounded. Cost of Sales Cost of sales as a percentage of net sales increased 1.1% to 74.4% for the six months ended June 30, 1997 from 73.3% for six months ended June 30, 1996. This increase is the result of higher labor and related fringe costs. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of marketing, selling, engineering, data processing, occupancy and financial costs. These expenses increased to 24.4% for the six months ended June 30, 1997 compared to 22.3% for the same period in 1996. This is the result of additional engineering expenses in support of two strategic product initiatives. 5 ITEM 6. Exhibits and Reports of From 8-K b.) Reports on Form 8-K The Registrant was not required to file reports on Form 8K during the quarter ended June 30, 1997. 6 Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there- unto duly authorized. ADAGE, INC. ------------------------- William P. Kelly Chief Financial Officer and Vice President - Finance Date: August ____, 1997 -----END PRIVACY-ENHANCED MESSAGE-----