-----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, RLvu87tq4F//AiskSzPr/0v0fyodq7orxsnIZbPTaPYCBrcLoSBWddhUek2twAd5 lZiZvV//Q9Y5pormN7kU7g== 0000950169-96-000131.txt : 19960520 0000950169-96-000131.hdr.sgml : 19960520 ACCESSION NUMBER: 0000950169-96-000131 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960517 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXOTECH INC CENTRAL INDEX KEY: 0000034047 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 540700888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04076 FILM NUMBER: 96569188 BUSINESS ADDRESS: STREET 1: 8502 DAKOTA DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019483060 MAIL ADDRESS: STREET 1: 8502 DAKOTA DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: RADIATION SYSTEMS INC DATE OF NAME CHANGE: 19681121 10-Q 1 EXOTECH INCORPORATED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED: MARCH 31, 1996 COMMISSION FILE NO. 0-4076 EXOTECH INCORPORATED (Exact name of Registrant as Specified in Charter) State or Jurisdiction of Incorporation or Organization: DELAWARE IRS Identification No: 54-0700888 Address of Principal Office: 8502 Dakota Drive Gaithersburg, MD. 20877 Registrant's Telephone Number: (301) 948-3060 Indicate by checkmark 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 requirement 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 close of the period covered by this Report. CLASS: COMMON STOCK, PAR VALUE $0.10 OUTSTANDING AT MARCH 31, 1996 942,387 EXOTECH INCORPORATED INDEX
PART I FINANCIAL INFORMATION PAGE NO. CONSOLIDATED CONDENSED BALANCE SHEET MARCH 31, 1996 AND JUNE 30, 1995................................ 2 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1996 AND 1995 ..................... 3 CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN FINANCIAL POSITION - NINE MONTHS ENDED MARCH 31, 1996 AND 1995 ..................... 4 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ..................... 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS ..................... 6 PART II OTHER INFORMATION OTHER FINANCIAL INFORMATION...................................... 7/8 SIGNATURES ..................... 9 EXOTECH INCORPORATED CONSOLIDATED BALANCE SHEET
ASSETS March 31, June 30, 1996 1995 (Unaudited) CURRENT ASSETS Accts. Receivable, Net $ 8,609 $ 10,932 Inventories Work in Process 591,632 528,965 Raw Materials 32,625 32,625 Finished Goods 14,000 14,000 Cash and Other Current Assets 2,017 1,426 ------- ----- Total Current Assets 648,883 587,948 PROPERTY, PLANT AND EQUIPMENT NET 416 584 OTHER NON CURRENT ASSETS 7,026 7,849 ------- ------- TOTAL ASSETS 656,325 596,381 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accts. Payable & Other Accrued Expenses 93,241 51,997 Other Current Liabilities 400,129 335,279 Notes Payable 369,512 311,793 ------- ------- Total Current Liabilities 862,882 699,069 SHAREHOLDERS EQUITY Common Stock, Par Value $.10 per share; 1,500,000 shares authorized; 970,135 issued; 942,387 outstanding 97,014 97,014 Paid-in-Surplus 1,169,645 1,169,645 Deficit (1,360,796) (1,256,927) Treasury Stock (27,748 shares) (112,420) (112,420) ----------- ----------- Total Shareholders' Equity (206,557) (102,688) TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 656,325 596,381 ======= =======
See accompanying Notes to Consolidated Condensed Financial Statements. 2 EXOTECH INCORPORATED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
1996 1995 -------------------------- --------------------------- 3 Mos. 9 Mos. 3 Mos. 9 Mos. ----------- ENDED ----------- ----------- ENDED ----------- 3/31 3/31 3/31 3/31 REVENUE Contract Sales $101,659 $261,015 $169,075 $308,449 EXPENSES Direct Labor 380 1,973 1,654 2,314 Overhead 4,924 16,998 7,270 18,840 Materials 36 36 -- 142 Travel -- 848 -- -- General & Administrative 735 2,307 1,238 3,585 Inventory Costs 70,002 234,836 156,881 276,681 ------- -------- -------- ------- Cost of Contract Services 76,076 256,997 167,043 301,562 Operating Income (Loss) 25,583 4,018 2,032 7,134 Miscellaneous Income -- -- -- -- Research and Development Cost -- (88,100) -- -- Interest & Other (6,548) (19,786) (6,808) (20,240) ------- -------- ------- -------- NET INCOME BEFORE TAXES 19,035 (103,868) (4,776) (13,106) State Income Tax Provision -- -- -- -- ------- --------- ---------- -------- NET INCOME (LOSS) 19,035 (103,868) (4,776) (13,106) Weighted Average Number of Common Shares Outstanding 942,387 942,387 942,387 942,387 EARNINGS (LOSS) PER COMMON SHARE 0.020 (0.110) (0.005) (0.014) DIVIDENDS PER COMMON SHARE None None None None
See accompanying Notes to Consolidated Condensed Financial Statements. These statements have been prepared from the books of account without audit. 3 EXOTECH INCORPORATED AND SUBSIDIARY STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED MARCH 31,
1996 1995 ---- ---- CASH FLOWS FROM OPERATING TRANSACTIONS Net Income (Loss) (103,868) (13,106) Add: Non cash Income Determinants Depreciation and Amortization 863 1,966 Add (Deduct): Changes in Current Assets & Liabilities (Increase) Decrease in Accounts Receivable 2,323 (22,217) (Increase) Decrease in Prepaid Expenses 628 45 (Increase) Decrease in Inventory (62,667) 34,009 Increase (Decrease) in Accts. Payable 41,244 (24,389) Increase (Decrease) in Payroll/Emp. Benefits 45,176 10,918 Increase (Decrease) in Accrued Interest 19,674 19,933 ------- ------ Cash Provided By or (Used) For Operating Transactions (56,627) 7,061 ----------- --------- CASH FLOWS FROM FINANCING TRANSACTIONS: Proceeds from Notes 57,719 -- Payments on Notes -- (4,900) ---------- ------- Cash Provided By or (Used For) Financing Transactions 57,719 (4,900) CASH FLOWS FROM INVESTING TRANSACTIONS: Purchase of Equipment -- (687) Deposits 128 -- ------- ------ Cash Provided By or (Used For) Investing Transactions 128 (687) ----------- --------- ------- ------ INCREASE (DECREASE) IN CASH 1,220 1,474 - --------------------------- CASH BALANCE - BEGINNING 32 1,083 - ------------------------ ------- ------ CASH BALANCE - ENDING $1,252 $2,557 - --------------------- ======= ======
4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS The following is Management's discussion and analysis of certain significant factors which have affected the Company's earnings during the periods included in the accompanying consolidated condensed statement of operations. A summary of the period to period changes in the principal items included in the consolidated statement of operations is shown below:
------------------------------------ COMPARISON OF ------------------------------------------ THREE MONTHS THREE MONTHS NINE MONTHS ---------------- ---------------- ------------- Mar 31 Dec 31 Mar 31 Mar 31 Mar 31 Mar 31 1996 1995 1996 1995 1996 1995 Net Sales 101,659 103,839 101,659 169,075 261,015 308,696 Cost of Sales 5,339 7,887 5,339 8,924 19,854 21,296 G&A Expense 735 719 735 1,238 2,307 3,585 Inventory Cost 70,002 119,784 70,002 156,881 234,836 276,681 Interest & Other (6,548) (6,637) (6,548) (6,808) (19,786) (20,240)
5 EXOTECH INCORPORATED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE 1. In the opinion of Management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1996 and June 30, 1995 and the results of operations and changes in financial position for the nine months ended March 31, 1996 and 1995 of Exotech Incorporated and its inactive wholly-owned consolidated subsidiary, Exotech Research & Analysis, Inc. There are no significant intercompany transactions. NOTE 2. Per share computations have been based on the weighted average shares outstanding of 942,387 for the nine months ended March 31, 1996. NOTE 3. Notes Payable at March 31, 1996 consist of four demand notes of $74,000, $8,000 and $47,000, payable with interest at 8.5% per annum to three of the Company's former directors. In addition, one demand note of $225,512 is payable with interest at 8.5% per annum to one officer/employee. Periodically, the Company has obtained producer loans from Spiral Biotech, Inc. that are secured by inventory instruments. At March 31, 1996, there was an outstanding Producer Loan of $15,000 without interest. This loan may be prepaid, in whole or in part, at any time, without penalty. 6 I. CHANGE IN FINANCIAL POSITION IN THE NINE MONTHS ENDED MARCH 31, 1996. In the nine months period ended March 31, 1996, a decrease of $102,878 in working capital resulted from a net loss from operations of $103,868, offset in part by $990 in non-fund charges. II. INCOME AND EXPENSE IN THE MOST RECENT QUARTER AND NINE MONTHS PERIOD AND THE SAME QUARTER AND NINE MONTHS PERIOD LAST YEAR. Revenue for the quarter ended March 31, 1996, at $101,659 was $67,416 lower compared to the same period one year earlier. Operating income was $25,583 compared to a loss of $2,032 in the quarter ended March 31, 1995. After six months of poor results related to the costly development of a production version of a new product, a recovery in the latest quarter with a build-up of product inventory at reasonable cost is in the opinion of Management, an indication of improved potential for results in the fourth quarter. For the nine months period ended March 31, 1996, revenue of $261,015 was 15.4% lower than that achieved one year earlier. The large net loss of $103,868 reflects the expenditure of resources in the second quarter to complete the development of the company's newest product. Production of the fully developed instrument was started in the third quarter. In the opinion of Management, the development work will provide for improved fourth quarter results. 7 PART II. OTHER FINANCIAL INFORMATION ITEM 5. As in the past, a shortage of working capital continues to be a significant problem, resulting in occasional slow payments to creditors, and hampering the development of new business to the fullest extent possible. In the opinion of Management, the Company should be in a position to sustain operations at least until such time as the results of current contracts and negotiations for new business is determinable. Ultimate realization of the carrying value of prepaid expenses and advances, property and equipment, and miscellaneous other assets shown in the accompanying balance sheet depend on the effect of the matters discussed herein. The dollar amount of the backlog as of March 31, 1996 was $153,000, lower by $50,800 compared to the backlog at December 31, 1995. ITEM 6 (B) There were no reports filed on Form 8-K for the nine months ended March 31, 1996. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. EXOTECH INCORPORATED REGISTRANT DATE: May 16, 1996 ROBERT G. LYLE, PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT D. SADLER, ASSISTANT SECRETARY 9 EX-27 2
5 9-MOS JUN-30-1996 MAR-31-1996 2,017 0 8,609 0 638,257 648,883 231,530 231,114 656,325 862,882 0 0 0 97,014 (303,571) 656,325 261,015 261,015 256,997 256,997 88,100 0 19,786 (103,868) 0 (103,868) 0 0 0 (103,868) (0.110) (0.110)
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