-----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, JSZzbot29ipRBlbIgpfoY04stMpKZ0hcjPWbm8ltMquv8QfGe6e4oCJ+GdYvB4Cy InMpGvlL6B9DncPuu+YlpQ== 0000950169-98-000113.txt : 19980218 0000950169-98-000113.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950169-98-000113 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980213 SROS: NONE 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: SEC FILE NUMBER: 000-04076 FILM NUMBER: 98536802 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 INC. 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, 1997 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, 1997: 942,387 EXOTECH INCORPORATED INDEX PAGE PART I FINANCIAL INFORMATION CONSOLIDATED CONDENSED BALANCE SHEET DECEMBER 31, 1997 AND JUNE 30, 1997......................2 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996................................3 STATEMENT OF CASH FLOWS FOR SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996...................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...............................8 SIGNATURES................................................9 EXOTECH INCORPORATED CONSOLIDATED BALANCE SHEET ASSETS
December 31, June 30, 1997 1997 ----------- -------- (Unaudited) CURRENT ASSETS Accts. Receivable, Net $ 13,239 $ 18,225 Inventories Work in Process 293,251 261,034 Raw Materials 32,625 32,625 Finished Goods 14,000 14,000 Other Current Assets 229 -0- Cash 749 3,431 -------- ------- Total Current Assets 354,093 563,209 PROPERTY, PLANT AND EQUIPMENT NET 224 294 OTHER NON-CURRENT ASSETS 5,529 5,993 -------- ------- TOTAL ASSETS 359,856 335,602 ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accts. Payable & Other Accrued Expenses 80,135 99,369 Other Current Liabilities 385,514 371,782 Notes Payable 416,879 385,294 -------- ------- Total Current Liabilities 882,528 856,445 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 (1,676,911) (1,675,082) Treasury Stock (27,748 shares) (112,420) (112,420) ----------- ----------- Total Shareholders' Equity (522,672) (520,843) TOTAL LIABILITIES & SHAREHOLDERS' EQUITY 359,856 335,602 ========= ========
See accompanying Notes to Consolidated Condensed Financial Statements. 2 EXOTECH INCORPORATED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
1997 1996 ----------------------- ---------------------------- 3 Mos. 6 Mos. 3 Mos. 6 Mos. ----------- ENDED ----------- ----------- ENDED ----------- 12/31 12/31 12/31 12/31 ----- ----- ----- ----- REVENUE Contract Sales 143,076 195,011 87,208 198,004 EXPENSES Direct Labor 744 5,738 4,682 5,336 Overhead 2,956 10,720 9,282 10,068 Materials 59 644 384 384 General & Administrative 690 2,448 852 996 Inventory Costs 125,070 157,145 52,488 151,200 -------- -------- ------- ------- Cost of Contract Services 129,519 176,695 67,688 167,984 Operating Income (Loss) 13,557 18,316 19,520 30,020 Other Income (Expense) -- -- -- -- Interest & Other (10,887) (20,144) (7,799) (14,929) -------- -------- ------- -------- NET INCOME BEFORE TAXES 2,670 (1,828) 11,721 15,091 State Income Tax Provision -- -- -- -- ----------- ----------- ---------- --------- NET INCOME (LOSS) 2,670 (1,828) 11,721 15,091 Weighted Average Number of Common Shares Outstanding 942,387 942,387 942,387 942,387 EARNINGS (LOSS) PER COMMON SHARE .003 (.002) .01 .02 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,
1997 1996 ---- ---- CASH FLOWS FROM OPERATING TRANSACTIONS Net Income (Loss) (1,828) 15,091 Add: Non cash Income Determinants Depreciation and Amortization 524 551 Add (Deduct): Changes in Current Assets & Liabilities (Increase) Decrease in Accounts Receivable 4,986 (7,760) (Increase) Decrease in Prepaid Expenses (229) 86 (Increase) Decrease in Inventory (32,217) (65,447) Increase (Decrease) in Accts. Payable (19,234) 14,149 Increase (Decrease) in Payroll/Emp. Benefits (2,778) (2,551) Increase (Decrease) in Accrued Interest 16,509 13,799 ------- ------ Cash Provided By or (Used For) Operating Transactions (34,267) (32,082) CASH FLOWS FROM FINANCING TRANSACTIONS: Proceeds from Notes 40,500 33,800 Payments on Notes 8,915 -- ---------- ------ Cash Provided By or (Used For) Financing Transactions 31,585 33,800 CASH FLOWS FROM INVESTING TRANSACTIONS: Purchase of Equipment -- -- Deposits -- -- ------- ------ Cash Provided By or (Used For) Investing Transactions -- -- INCREASE (DECREASE) IN CASH (2,682) 1,718 - --------------------------- CASH BALANCE - BEGINNING 3,431 105 - ------------------------ ------- ----- CASH BALANCE - ENDING 749 1,823 - --------------------- ======= =====
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, 1997 and June 30, 1997 and the results of operations and changes in financial position for the six months ended December 31, 1997 and 1996 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, 1997 and 1996. NOTE 3. Notes Payable at December 31, 1997 consist of four demand notes of $100,000, $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 $236,530 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 (Autoplaters). At December 31, 1997, there was an outstanding Producer Loan of $9,049 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 1997 1997 1997 1996 1997 1996 Net Sales 143,076 51,935 143,076 87,208 195,011 198,004 Direct Cost & Overhead 3,759 13,343 3,759 14,348 17,102 15,788 G&A Expense 690 1,758 690 852 2,448 996 Inventory Cost 125,070 32,075 125,070 52,488 157,145 151,200 -------- ------- -------- ------- -------- ------- Cost of Sales 129,519 47,176 129,519 67,688 176,695 167,984 Interest & Other 10,887 9,257 10,887 7,799 20,144 14,929 I. CHANGE IN FINANCIAL POSITION IN THE THREE MONTHS ENDED DECEMBER 31, 1997. In the three months period ended December 31, 1997, a reduction of the working capital deficit of $2,933 resulted from a net profit from operations of $2,670 and non-fund charges of $263. A loan of $20,000 obtained from Spiral Biotech, Inc. in September, 1997 was repaid in full in the most recent quarter. In December, another loan of $9,049 was obtained from Spiral Biotech, Inc. that is secured by work-in-progress inventory of Autoplate instruments being produced under a purchase order from the lender in the amount of $150,000. The pay down of the loan is scheduled out of receipts for instruments as they are delivered in January and February 1998. Additional financing in the amount of $2,036 was obtained by a loan from an officer/employee. 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, 1997, was higher by $55,868 compared to the same period in 1996. Operating income for the period was $13,557 compared to $19,520 in the prior year. In the opinion of Management, the most recent quarter results show a continuation of modest progress toward profitable operations and recovery from the large losses incurred in prior years. For the six months period ended December 31, 1997, revenue of $195,011 was lower by about 1.5 percent compared to the same period in 1996. On the same basis of comparison, the cost of sales was higher by about 5.2 percent, resulting in a net loss of $1,828 as opposed to an net profit of $15,091 in the prior year. These changes reflect the fluctuations between quarterly periods that are cyclical according to the phase of the manufacturing process occurring in a particular quarter. The cycle is dependent on the time of receipt of an order for a lot of instruments. In the most recent period, production of a new lot of thirty Autoplate instruments was begun, requiring substantial effort and expenditures prior to the delivery and invoicing for the products which began at the start of the last quarter. In the last month of this latest period, a new production run on these instruments was started in response to a purchase order for twenty-five units. The expense incurred for the new production was about $38,000. In the prior year, deliveries of the instruments were ongoing throughout the period, without a startup of a new production lot. 7 PART II. OTHER FINANCIAL INFORMATION ITEM 5. As in the past, a shortage of working capital continues to be a significant problem, limiting efforts to develop new business to the fullest extent possible, as well as causing occasional delays of 30 to 45 days in payments to suppliers of materials for manufacturing. In the most recent six months period, the accounts payable more than 30 days old was reduced by about 55 percent, from $66,800 to $30,000. Management also is continuing to pursue opportunities to affiliate with other companies to increase marketing and sales of its products and develop new products from Exotech's proprietary technology. 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, 1997 was $217,100, higher by $46,700 compared to the prior year, and $132,900 lower than the backlog at September 30, 1997. Negotiations have been completed that will increase backlog by $32,000 in February, 1998. ITEM 6 (B) There were no reports filed on Form 8-K for the six months ended December 31, 1997. 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 12, 1998 ____________________________ _____________________________________ ROBERT G. LYLE, PRESIDENT AND CHIEF EXECUTIVE OFFICER 9
EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS JUN-30-1998 DEC-31-1997 749 0 13,239 0 339,876 354,093 231,530 231,306 359,856 882,528 0 0 0 97,014 (619,686) 359,856 195,011 195,011 176,695 176,695 0 0 20,144 (1,828) 0 (1,828) 0 0 0 (1,828) (0.01) (0.01)
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