-----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, JakrBGQAoBQvMLP4NEA2k3n3RGamj+uJMWrJrjqp4CMT+ofTvuEMztPkM86mK1fC jsnUD1r7eewHvwKNpVJC1g== 0000032312-97-000028.txt : 19971115 0000032312-97-000028.hdr.sgml : 19971115 ACCESSION NUMBER: 0000032312-97-000028 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971103 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCEE BROADCAST PRODUCTS INC CENTRAL INDEX KEY: 0000032312 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 131926296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-06299 FILM NUMBER: 97706582 BUSINESS ADDRESS: STREET 1: P O BOX 68 STREET 2: SUSQUEHANNA STREET EXTENSION WEST CITY: WHITE HAVEN STATE: PA ZIP: 18661-0068 BUSINESS PHONE: 7174439575 MAIL ADDRESS: STREET 1: P O BOX 68 STREET 2: SUSQUEHANNA STREET EXTENSION CITY: WHITE HAVEN STATE: PA ZIP: 18661 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONICS MISSILES & COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 Commission file number 1-6299 EMCEE Broadcast Products, Inc.* (Exact name of registrant as specified in its charter) Delaware 13-1926296 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Registrant's telephone number, including area code: 717-443-9575 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 practical date: Common stock, $ .01-2/3 par value - 4,153,261 shares as of October 30, 1997. *formerly Electronics, Missiles & Communications, Inc. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES I N D E X PAGE(S) PART I. FINANCIAL INFORMATION: CONSOLIDATED BALANCE SHEETS - September 30, 1997 and March 31, 1997 3 CONSOLIDATED STATEMENTS OF INCOME - Six months and three months ended September 30, 1997 and 1996 4 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - Six months ended September 30, 1997 5 CONSOLIDATED STATEMENTS OF CASH FLOWS - Six months ended September 30, 1997 and 1996 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 - 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 - 12 PART II. OTHER INFORMATION: SIGNATURES 13 NOTE: Any questions concerning this report should be addressed to Mr. Allan J. Harding, Vice President-Finance.
PART I. FINANCIAL INFORMATION EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - SEPTEMBER 30, 1997 and MARCH 31, 1997 - SEPT 30, 1997 MARCH 31,1997 Unaudited ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,390,633 $ 681,335 U. S. Treasury Bills 2,253,073 1,679,164 Accounts receivable, net of allowance for doubtful accts. Sept-$ 58,000/March-$100,000 1,577,018 933,535 Inventories 3,291,863 3,627,803 Prepaid expenses and deferred taxes 283,656 379,358 Note receivable 2,500,000 ------------------------------ TOTAL CURRENT ASSETS 9,796,243 9,801,195 ------------------------------ PROPERTY, PLANT & EQUIPMENT: Land & land improvements 246,841 246,841 Building 629,212 629,212 Machinery & equipment 2,031,250 2,019,717 ------------------------------ 2,907,303 2,895,770 Less accumulated depreciation 1,972,900 1,836,630 ------------------------------ NET PROPERTY, PLANT & EQUIPMENT 934,403 1,059,140 ------------------------------ OTHER ASSETS 1,813 108,173 ------------------------------ NOTE RECEIVABLE 500,000 500,000 Less deferred portion (500,000) (500,000) ------------------------------ 0 0 ------------------------------ TOTAL ASSETS $10,732,459 $10,968,508 ------------------------------ ------------------------------ LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 125,000 $ 108,000 Accounts payable 301,270 355,401 Accrued expenses 217,211 336,784 Deposits from customers 256,463 121,195 Accrued federal income taxes 273,845 554,000 ----------------------------- TOTAL CURRENT LIABILITIES 1,173,789 1,475,380 ----------------------------- LONG-TERM DEBT, net of current portion 786,164 807,189 ----------------------------- SHAREHOLDERS' EQUITY: Common stock issued, $.01-2/3 par; authorized 9,000,000 shares 73,084 72,987 Additional paid-in capital 3,502,092 3,562,523 Retained earnings 6,567,167 6,412,703 ---------------------------- 10,142,343 10,048,213 Less shares held in treasury at cost: 230,900 shares Sept '97; 212,763 shares Mar '97 1,369,837 1,362,274 ---------------------------- TOTAL SHAREHOLDERS' EQUITY 8,772,506 8,685,939 ---------------------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $10,732,459 10,968,508 ============================ SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) --------------------------------------------------- SIX (6) MONTHS THREE (3) MONTHS 9/30/97 09/30/96 09/30/97 09/30/96 --------------------------------------------------- NET SALES $ 4,069,092 $7,621,657 $2,245,852 $3,322,288 COST OF PRODUCTS SOLD 2,752,413 4,673,737 1,428,079 1,939,024 ----------------------------------------------------- GROSS PROFIT 1,316,679 2,947,920 817,773 1,383,264 ----------------------------------------------------- OPERATING EXPENSES: Selling 773,126 817,668 383,142 379,200 General & administrative 562,135 674,027 279,261 346,374 Research and development 188,509 180,792 77,559 110,970 ---------------------------------------------------- TOTAL OPERATING EXPENSE S1,523,770 1,672,487 739,962 836,544 ---------------------------------------------------- INCOME(LOSS)FROM OPERATIONS(207,091) 1,2275,433 77,811 546,720 ----------------------------------------------------- OTHER INCOME (EXPENSE),NET: Interest expense (43,724) (47,622) (21,656) (29,251) Interest income 123,552 48,033 70,247 19,728 Gain on sale of investment securities 277,324 106,181 0 0 Other 11,803 5,426 8,771 4,099 ---------------------------------------------------- TOTAL OTHER INCOME (EXPENSE)NET 368,955 112,018 57,362 (5,424) ---------------------------------------------------- Net income before income taxes 161,864 1,387,451 135,173 541,296 INCOME TAXE 7,400 345,000 1,000 137,000 ---------------------------------------------------- NET INCOME $154,464 $1,042,451 $134,173 $404,296 ==================================================== COMMON SHARE AND COMMON SHARE EQUIVALENT OUTSTANDING 4,167,979 4,270,174 4,170,333 4,432,053 =================================================== EARNINGS PER COMMON AND COMMON SHARE EQUIVALENT $0.04 $0.24 $0.03 $0.09 =================================================== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY SIX MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited) ==================================================================== ADDITIONAL COMMON STOCK PAID-IN RETAINED TREASURY STOCK SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL =================================================================== BALANCE- MAR 31,1997: 4,378,364 $72,987 $3,562,523 $6,412,703 212,763 ($1,362,274) $8,685,939 COMMON STOCK ISSUED: 5,797 97 (60,431) (12,763) 99,775 39,441 TREASURY STOCK PURCHASED: 30,900 (107,338) (107,338) NET INCOME FOR THE PERIOD: 154,464 154,464 ------------------------------------------------------------------------ BALANCE- SEPT 30,1997: 4,384,161 $73,084 $3,502,092 $6,567,167 230,900 ($1,369,837) $8,772,506 ======================================================================== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX (6) MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) SIX (6) MONTHS 09/30/97 09/30/96 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $154,464 $1,042,451 Adjustments: Depreciation 137,250 116,344 Provision for doubtful accounts 20,000 26,000 (Increase) decrease in: Accounts receivable (663,483) (619,716) Inventory 335,940 (670,182) Prepaid expenses and deferred taxes 95,702 (43,149) Note receivable 2,500,000 Other assets 106,360 60,952 Increase (decrease) in: Accounts payable (54,131) (219,896) Accrued expenses (119,573) (9,336) Deposits from customers 135,268 43,988 Accrued income taxes (280,155) ------------------------------------- NET CASH PROVIDED BY(USED IN) OPERATING ACTIVITIES 2,367,642 (272,544) ------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and Equipment ( 12,513) (248,397) Purchase of U. S. Treasury Bills (2,373,909) (599,686) Proceeds from maturities of U.S. Treasury Bills 1,800,000 1,183,680 ------------------------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (586,422) 335,597 ------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Long Term Debt: New borrowings 70,000 Payments (74,025) (121,113) Stock award issued 39,441 Stock sold under option plans 22,193 Acquisition of company stock (107,338) (1,294,240) ------------------------------------ NET CASH USED IN FINANCING ACTIVITIES (71,922) (1,393,160) ----------------------------------- NET INCREASE (DECREASE) CASH 1,709,298 (1,330,107) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 681,335 1,537,759 ----------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,390,633 $207,652 ====================================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period: Interest Expens $37,060 $47,289 ====================================== Income Taxes $280,000 $391,646 ====================================== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The financial information presented as of any date other than March 31, has been prepared from the books and records of the Company without audit. Financial information as of March 31 has been derived from the audited financial statements of the Company, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly EMCEE Broadcast Products, Inc. and Subsidiaries' financial position, and the results of their operations and changes in cash flow for the periods presented. 2. The results of operations for the three month and six month periods ended September 30, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. 3. At September 30, 1997, cash equivalents included $2,245,196 invested in a money market portfolio. 4. INVENTORIES consisted of the following: Sept. 30,1997 March 31, 1997 =============================== (UNAUDITED) FINISHED GOODS $353,000 $399,000 WORK-IN-PROCESS $487,000 $738,000 RAW MATERIALS $1,720,000 $1,574,000 MANUFACTURED COMPONENTS $731,863 $916,803 ------------------------------- $3,291,863 $3,627,803 =============================== Inventories are stated at the lower of standard cost, which approximates current actual cost (on a first-in, first-out basis) or market (net realizable value). 5. EARNINGS PER SHARE. Primary earnings per common and common equivalent share and earnings per common and common equivalent share assuming full dilution are computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock, if dilutive. The outstanding stock options for the periods presented are not dilutive. 6. OTHER ASSETS for March 31, 1997 include the balance of stock received in exchange for an account receivable. In June 1997 this investment was sold for a net profit of $277,324. The remainder of other assets of $1,813 are organizational costs of subsidiaries. 7. During fiscal 1992, a rural cellular license was sold for $3,100,000. The initial payment was $840,000 net of closing costs of $155,000 with the balance plus interest at seven (7%) percent payable December 16, 1996. An agreement between the parties was executed at the end of March 1997 in which the Company received a payment in April 1997 of $2,500,000 and a note of $500,000 to be paid if the license is resold or a material change occurs in the ownership of the license holder. The remaining $500,000 receivable is recorded on the balance sheet and is fully reserved because there is no reasonable basis to evaluate the likelihood of collection. 8. For the three months and six months ended September 30, 1997, the federal tax provision is less than the federal statutory because the Company has reduced its estimated federal tax rate used for interim reporting to recognize the benefit of its foreign sales corporation (FSC) subsidiary. 9. On May 28, 1996, the Corporation purchased 200,000 shares of EMCEE Broadcast Products, Inc. stock from the estate of a former director. This stock has been recorded as Treasury Stock. In consideration of this Agreement, the Company has issued a Non-Negotiable, Non-Transferable Stock Warrant to the beneficiary of the estate which expires on May 22, 2001, for 200,000 shares of the Company stock at an exercise price of $9.46875 per share. In August and September, 1997, the Corporation purchased 30,900 shares of EMCEE stock on the open market ranging in price (including fees) of $3.065 to $4.061. As of October 15,1997, an additional 21,000 shares were purchased at an average price of $2.933 per share. EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION Sales for the quarter ended September 30, 1997 totaled $2,246,000, an increase of 23% over the previous quarter, but a decrease of 32% compared to the quarter ended September 30, 1996. Included in the shipments for the quarter just ended was an amount of $241,000 for cancellation fees on a contract for transmitters destined for Saudi Arabia. (See additional discussion included in this narrative). Net sales for the first six months of the fiscal year ending March 31, 1998 totaled $4,069,000, a decrease of $3,553,000 or 47% for the same period one year ago. Foreign sales, including the aforementioned cancellation fee, totaled $1,603,000 (71% of total sales) for the quarter and $2,341,000 (58% of total sales) for the six months ended September 30, 1997. Although the sales for the quarter reverses the downward trend initiated in the third quarter of fiscal year 1997, the Registrant believes that sales volume will not increase significantly until the second quarter of calendar year 1998. At that time, the technical aspects of digital compression will be proven and will increase the domestic order demand. In addition, high speed Internet applications of the Company's transmitters are expected to create an additional market segment. In the meanwhile, it is expected that foreign sales of analog transmitters for the Multichannel Multipoint Distribution Service (MMDS) will dominate the sales volume. Gross profit totaled $818,000 (36% of net sales) for the quarter and increased gross profit for the six months ended September 30, 1997 to $1,317,000 (32% of net sales) compared to gross profit of $1,383,000 (42% of net sales) and $2,948,000 (39% of net sales) for the quarter and six months ended September 30, 1996, respectively. In addition to the gross profit reduction for the current fiscal periods due to the net sales volume decrease, the percent of EMCEE manufactured product which carries higher margins than original equipment manufactured by others (O.E.M.) decreased from 80% for fiscal 1997 to 76%for fiscal 1998. Total operating expenses for the quarter ended September 30, 1997 totaled $740,000, a reduction of $97,000 from the quarter ended September 30, 1996, and increased total operating expenses to $1,524,000 for the first six months of fiscal year 1998 compared to$1,672,000 from the same period of fiscal year 1997. Selling expenses, which were slightly higher for the three months ended September 30, 1997 decreased to $773,000 for the six months ended September 30, 1997 compared to $818,000 for the same period one year ago. Reductions occurred in salaries, salary related expenses and commissions while increases occurred in show and convention expense and advertising expense, the latter including approximately $14,000 in costs for a new brochure. General and administrative expense was $562,000 for the first half of fiscal 1998, a reduction of 17% from the first half of fiscal 1997. Reduced expenses occurred primarily in salary related expense and legal costs, while Board of Directors expenses increased due to an additional meeting in the current fiscal period. An exception to expense reduction occurred in research and development expense for the six months ended September 30, 1997 which, at $189,000 was $8,000 (4%) ver the amount for the six months ended September 30, 1996. Included in last years expense was a credit of $61,000 received from a customer for non-recurring engineering charges. The Company is expanding its research and development in order to maintain technical superiority in digital compression and Internet communications and to explore applications for High Definition Television for the changeover expected in the next 3 to 10 years promulgated by the Federal Communications Commission. Income from operations amounted to $78,000 for the quarter ended September 30, 1997 and reduced the loss from operations for the six months ended September 30, 1997 to $207,000 compared to income from operations of $1,275,000 for the like period ended September 30, 1996. Aided by interest income for the six months ended September 30, 1997 of $124,000, which offset interest expense of $44,000, and a gain on the sale of an investment in a wireless cable operator in June 1997 of $277,000, the Company netted other income (net) of $369,000 for the first half of fiscal 1998 compared to other income (net) of $112,000 for the first half of fiscal 1997. This amount reversed the loss from operations to a net income before income taxes of $162,000 for the six months ended September 30, 1997 compared to an amount of $1,387,000 for the first six months ended September 30, 1996. The amount of income before taxes for the second quarter ended September 30, 1997 was $135,000 compared to $541,000 for the like period one year ago. Federal income tax expense for the three months and six months ended September 30, 1997 were $1,000 and $7,400, respectively. Federal tax liability for all periods under discussion are less than the "expected percent" due to additional tax credits including amounts from a Foreign Sales Corporation (FSC) formed in April 1995. There are no state tax liabilities for these periods since all profitable companies in this consolidated group are domiciled in states which do not impose income taxes. Net income for the quarter ended September 30, 1997 was $134,000 equal to 3 cents per share of common and common share equivalent outstanding and increased net income for the six months ended September 30, 1997 to $154,000 equal to 4 cents per share of common and common share equivalent outstanding. The comparative amounts for the same periods one year ago are net income of $404,000 for the quarter and $1,042,000 for the six months or 9 cents and 24 cents per share, respectively. In April 1997 the Registrant collected $2,500,000 for a note receivable and interest. This amount coupled with cash on hand was invested in cash and cash equivalents (primarily money market funds) of $2,391,000 and U.S. Treasury Bills of $2,253,000 as of September 30, 1997 compared to a total of these categories of $2,360,000 as of March 31, 1997. Accounts receivable net of allowance for doubtful accounts totaled $1,577,000 as of September 30, 1997, an increase of $643,000 compared to March 31, 1997 due to the upturn in shipments in the second quarter of the present fiscal year. The allowance for doubtful accounts was reduced by $42,000 from the balance of March 31, 1997 as a customer note receivable that was fully reserved was partially written off. The Registrant believes that the remaining reserve is adequate for the receivable balances as of September 30, 1997. Deposits from customers increased from $121,000 as of March 31, 1997 to $256,000 as of September 30, 1997 further indicating a strengthening of the industry demand, especially foreign. Inventories totaled $3,292,000 as of September 30, 1997 which was a decrease of $336,000 as the Company continues to reduce inventories to a balance consistent with sales volume. Prepaid expenses and deferred taxes totaled $284,000 at September 30,1997 compared to $379,000 at March 31, 1997; the reduction due primarily to a tax refund received in July 1997. Conversely, accrued federal income taxes decreased $280,000 during the same period as a result due primarily to a September 1997 estimated tax payment. The current portion of long term debt increased $17,000 to $125,000 at September 30, 1997 from March 31, 1997 due to an additional borrowing of $70,000 in April 1997 and maturity changes for the six month period. The long term portion decreased $21,000 for this same period due to the same additional borrowings, maturity changes and payments. The accounts payable total of $301,000 as of September 30, 1997 did not have a significant difference to the amount of $355,000 as of March 31, 1997. Accrued expenses decreased $120,000 from March 31, 1997 to $217,000 as of September 30, 1997 as a result of timing differences primarily in payroll and payroll related expenses. The Registrant believes that its existing working capital coupled with cash flows from operations will be sufficient to fund anticipated working capital and debt payment requirements for fiscal 1998. Other assets of $108,000 as of March 31, 1997 included the investment that was sold in the first quarter of fiscal 1998. The remaining amount of $2,000 as of September 30, 1997 consists of unamortized organizational costs of subsidiaries. Common stock increased $100, additional paid-in capital stock decreased $60,000 and Treasury Stock decreased $100,000 as the Company issued 18,560 shares (primarily from stock held as Treasury Stock) to an employee. The Registrant, through a subsidiary, purchased 30,900 shares of Company stock during the second quarter ended September 30, 1997. (See Item 9 of Notes to Consolidated Financial Statements.) With the cancellation of the order for Saudi Arabia, the Company Decreased the March 31, 1997 backlog of $2,853,000 by $2,200,000. New orders for the six month period ended September 30, 1997 of $4,069,000 resulted in a backlog of unshipped orders of $1,846,000 at September 30, 1997. Although the contract mentioned above has been canceled, the project is continuing albeit as a digital system instead of an analog system as previously planned. As this greatly reduces the number of transmitters needed, the additional business for the Company is expected for the quarter ending December 31, 1997 to be approximately $500,000 including non-Emcee equipment (O.E.M.). However, the Company believes this system, being the largest digital compression system in the world will enhance the reputation of the companies involved and lead to an increase in future business. The Company had 59 employees, including 2 part-time employees as of September 30, 1997 compared to a total of 60 as of June 30, 1997 and 92 (including 10 part-time) as of September 30, 1996. The Company anticipates a modest increase in employees in the next quarter. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Any statements contained in this report which are not historical facts are forward looking statements; and, therefore, many important factors could cause actual results to differ materially from those in the forward looking statements. Such factors include, but are not limited to, changes (legislative, regulatory and otherwise) in the MMDS or LPTV industry, demand for the Company's products (both domestically and internationally), the development of competitive products, competitive pricing, the timing of foreign shipments (including, but not limited to, the resumption and/or further modification of the subcontract for Saudi Arabia mentioned above), market acceptance of new product introductions (including, but not limited to, the Company's digital products), technological changes, economic conditions, litigation and other factors, risks and uncertainties identified in the Company's Securities and Exchange Commission filings. PART II. OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS In prior years an individual who was an officer, director and shareholder and the Company were named as defendants in various lawsuits instituted by certain shareholders based on incidents alleged to have occurred in the early-to-mid 1980's. Of these lawsuits, all were either settled or were dismissed with prejudice and the appeal periods have expired. On July 7, 1995, one of the prior litigants initiated another claim against the Company and another individual who is a shareholder seeking actual damages of $700,000. In September 1995, the presiding judge in the Circuit Court of Cook County, Illinois ruled in favor of the Company to dismiss plaintiff's complaint with prejudice. It is unknown at this time whether an appeal will be taken. 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 thereto duly authorized. EMCEE BROADCAST PRODUCTS, INC. Date: November 3, 1997 /s/ JAMES L. DeSTEFANO ------------------------------ JAMES L. DeSTEFANO President/CEO Date: November 3, 1997 /s/ ALLAN J. HARDING ------------------------------ ALLAN J. HARDING Vice President-Finance EX-27 2
5 0000032312 EMCEE BROADCAST PRODUCTS, INC. 6-MOS MAR-31-1998 APR-01-1997 SEP-30-1997 2,390,633 2,253,073 1,635,018 58,000 3,291,863 9,796,243 2,907,303 1,972,900 10,732,459 1,173,789 0 73,084 0 0 8,698,702 10,732,459 4,069,092 4,069,092 2,752,413 4,276,183 (368,955) 20,000 43,724 161,864 7,400 154,464 0 0 0 154,464 .04 .04
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