-----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, O0AyeZAe4leXUocJrwHF1MiRYZV0P2i1WIUuOnWlrspI/wlcGh6kh8d8GmlU64Kx bitpp53pw/KcV9eicYJewQ== 0000950169-97-000091.txt : 19970222 0000950169-97-000091.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950169-97-000091 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXOTECH INC CENTRAL INDEX KEY: 0000034047 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] 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: 97533720 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 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: DECEMBER 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 DECEMBER 31, 1996 942,387 ------- EXOTECH INCORPORATED INDEX PART I FINANCIAL INFORMATION PAGE NO. CONSOLIDATED CONDENSED BALANCE SHEET DECEMBER 31, 1996 AND JUNE 30, 1996.................... 2 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995 ............ 3 STATEMENT OF CASH FLOWS FOR SIX MONTHS ENDED DECEMBER 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 December 31, June 30, 1996 1996 (Unaudited) CURRENT ASSETS Accts. Receivable, Net $ 18,833 $ 11,073 Inventories Work in Process 570,509 505,062 Raw Materials 32,625 32,625 Finished Goods 14,000 14,000 Other Current Assets 258 344 Cash 1,823 105 -------- ------- Total Current Assets 638,047 563,209 PROPERTY, PLANT AND EQUIPMENT NET 324 411 OTHER NON-CURRENT ASSETS 6,457 6,921 -------- ------- TOTAL ASSETS 644,829 570,541 ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accts. Payable & Other Accrued Expenses 119,813 105,664 Other Current Liabilities 359,393 347,994 Notes Payable 406,094 372,294 -------- ------- Total Current Liabilities 885,300 825,952 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 (1,394,710) (1,409,650) Treasury Stock (27,748 shares) (112,420) (112,420) ----------- ----------- Total Shareholders' Equity (240,471) (255,411) TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 644,829 570,411 ========= ======== See accompanying Notes to Consolidated Condensed Financial Statements. 2 EXOTECH INCORPORATED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
1996 1995 ------------------------- --------------------------- 3 Mos. 6 Mos. 3 Mos. 6 Mos. ----------- ENDED ----------- ----------- ENDED ----------- 12/31 12/31 12/31 12/31 REVENUE Contract Sales 87,208 198,004 103,839 159,356 EXPENSES Direct Labor 4,682 5,336 827 1,593 Overhead 9,282 10,068 6,212 12,074 Materials 384 384 848 848 General & Administrative 852 996 719 1,572 Inventory Costs 52,488 151,200 207,884 252,934 ------- -------- -------- ------- Cost of Contract Services 67,688 167,984 216,490 269,021 Operating Income (Loss) 19,520 30,020 (112,651) (109,665) Miscellaneous Income -- -- -- -- Interest & Other (7,799) (14,929) (6,637) (13,238) ------- -------- ------- -------- NET INCOME BEFORE TAXES 11,721 15,091 (119,288) (122,903) State Income Tax Provision -- -- -- -- ----------- ----------- ---------- --------- NET INCOME (LOSS) 11,721 15,091 (119,288) (122,903) Weighted Average Number of Common Shares Outstanding 942,387 942,387 942,387 942,387 EARNINGS (LOSS) PER COMMON SHARE .01 .02 (.13) (.13) 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 SIX MONTHS ENDED DECEMBER 31,
1996 1995 ---- ---- CASH FLOWS FROM OPERATING TRANSACTIONS Net Income (Loss) 15,091 (122,903) Add: Non cash Income Determinants Depreciation and Amortization 551 576 Add (Deduct): Changes in Current Assets & Liabilities (Increase) Decrease in Accounts Receivable (7,760) 6,175 (Increase) Decrease in Prepaid Expenses 86 629 (Increase) Decrease in Inventory (65,447) (11,982) Increase (Decrease) in Accts. Payable 14,149 44,109 Increase (Decrease) in Payroll/Emp. Benefits (2,551) 27,782 Increase (Decrease) in Accrued Interest 13,799 13,164 ------- ------ Cash Provided By or (Used) For Operating Transactions (32,082) (42,450) ----------- --------- CASH FLOWS FROM FINANCING TRANSACTIONS: Proceeds from Notes 33,800 42,719 Payments on Notes -- -- ------- ------ Cash Provided By or (Used For) Financing Transactions 33,800 42,719 CASH FLOWS FROM INVESTING TRANSACTIONS: Purchase of Equipment -- -- Deposits -- 128 ------- ------ Cash Provided By or (Used For) Investing Transactions -- 128 ----------- --------- INCREASE (DECREASE) IN CASH 1,718 397 - --------------------------- CASH BALANCE - BEGINNING 105 32 - ------------------------ ------ ------ CASH BALANCE - ENDING 1,823 429 ====== ======
4 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 December 31, 1996 and June 30, 1996 and the results of operations and changes in financial position for the six months ended December 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 six months ended December 31, 1996 and 1995. NOTE 3. Notes Payable at December 31, 1996 consist of four demand notes of $100,000, $8,000 and $47,000, payable with interest at 8.5% per annum to one of the Company's present and two former directors. In addition, one demand note of $221,094 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 (bacteria colony counters). At December 31, 1996, there was an outstanding Producer Loan of $30,000 with interest at 9.0% per annum. This loan may be prepaid, in whole or in part, at any time, without penalty. 5 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 SIX MONTHS ---------------- ------------ ----------- Dec 31 Sept 30 Dec 31 Dec 31 Dec 31 Dec 31 1996 1996 1996 1995 1996 1995 Net Sales 87,208 110,796 87,208 103,839 198,004 159,356 Cost of Labor & Overhead 14,348 1,440 14,348 7,887 15,788 14,515 G&A Expense 852 144 852 719 996 1,572 Inventory Cost 52,488 98,712 52,488 207,884 151,200 252,934 ------- ------- ------- -------- -------- ------- Cost of Sales 67,688 100,296 67,688 216,490 167,984 269,021 Interest & Other (7,799) (6,601) (7,799) (6,637) (14,929) (13,238)
6 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 December 31, 1996 was $170,400, lower by $32,600 compared to that of the prior year, and $67,952 lower than the backlog at September 30, 1996. Negotiations have been completed that will increase backlog by $204,000 in February, 1997. ITEM 6 (B) There were no reports filed on Form 8-K for the six months ended December 31, 1996. 7 I. CHANGE IN FINANCIAL POSITION IN THE THREE MONTHS ENDED DECEMBER 31, 1996. In the three months period ended December 31, 1996, a reduction of the working capital deficit of $11,845 resulted from a net profit from operations of $11,721 and non-fund charges of $275. A loan of $10,000 was obtained from Spiral Biotech, Inc.. It is secured by the work-in-progress inventory of Laser Scanner instruments being under a purchase order from the lender for a total of $87,000. The pay down of the loan is scheduled out of the receipts for the instruments as they are delivered. The order covers ten instruments, the last of which is to be delivered in February, 1997. The loan will be repaid in full at the delivery of the ninth unit. II. INCOME AND EXPENSE IN THE MOST RECENT QUARTER AND SIX MONTH PERIOD AND THE SAME QUARTER AND SIX MONTHS PERIOD LAST YEAR. Revenue for the quarter ended December 31, 1996, was lower by $16,631 compared to the same period in 1995. Operating income for the period was $19,520 compared to a loss of $112,651 in the prior year. In the opinion of Management, the most recent quarter results show a continuation of modest progress over the past three quarters toward profitable operations and recovery from the large losses incurred in the prior year. For the six months period ended December 31, 1996, revenue of $198,004 was higher by about 24 percent compared to the same period in 1995. On the same basis of comparison, the cost of sales was lower by about 38 percent, resulting in a net profit of $15,091 as opposed to an net loss of $119,288 in the prior year. These changes reflect the return to more normal operating conditions for the Company after an intense and very costly effort to develop a new product in the first half of the prior fiscal year. 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: February 13, 1997 /s/ ___________________________________ ROBERT G. LYLE, PRESIDENT AND CHIEF EXECUTIVE OFFICER 9 EX-99 2 FINANCIAL DATA SCHEDULE [ARTICLE] 5 [PERIOD-TYPE] 6-MOS [FISCAL-YEAR-END] JUN-30-1997 [PERIOD-END] DEC-31-1996 [CASH] 1,823 [SECURITIES] 0 [RECEIVABLES] 18,833 [ALLOWANCES] 0 [INVENTORY] 617,134 [CURRENT-ASSETS] 638,047 [PP&E] 231,530 [DEPRECIATION] 231,206 [TOTAL-ASSETS] 644,829 [CURRENT-LIABILITIES] 885,300 [BONDS] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 97,014 [OTHER-SE] (337,485) [TOTAL-LIABILITY-AND-EQUITY] 644,829 [SALES] 198,004 [TOTAL-REVENUES] 198,004 [CGS] 167,984 [TOTAL-COSTS] 167,984 [OTHER-EXPENSES] 0 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 14,929 [INCOME-PRETAX] 15,091 [INCOME-TAX] 0 [INCOME-CONTINUING] 15,091 [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] 15,091 [EPS-PRIMARY] 0.02 [EPS-DILUTED] 0.02
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