UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2013
BOLT TECHNOLOGY CORPORATION |
(Exact name of registrant as specified in its charter) |
Connecticut | 001-12075 | 06-0773922 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Four Duke Place, Norwalk, Connecticut | 06854 |
(Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code | (203) 853-0700 |
Not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2—Financial Information
Item 2.02. | Results of Operations and Financial Condition. |
On April 24, 2013, Bolt Technology Corporation (the “Company”) issued a press release announcing the Company’s results of operations for the third quarter and the first nine months of fiscal year 2013. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the portion of the exhibit attached hereto relating to the Company’s results of operations for the third quarter and the first nine months of fiscal year 2013, is being furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, it shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Section 8—Other Events
Item 8.01. | Other Events. |
On April 24, 2013, the Company issued a press release announcing that the Board of Directors of the Company approved a quarterly dividend of $0.07 per common share to be paid on July 5, 2013 to stockholders of record on June 5, 2013. Future quarterly dividends will be subject to Board approval. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The portion of the following exhibit relating to the Company’s results of operations for the third quarter and the first nine months of fiscal year 2013 is furnished pursuant to Item 2.02.
Exhibit No. | Description | |
99.1 | Press release issued April 24, 2013 |
SIGNATURE
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 hereunto duly authorized.
BOLT TECHNOLOGY CORPORATION | ||
By: | /s/ Raymond M. Soto | |
Raymond M. Soto | ||
(Chairman of the Board and | ||
Chief Executive Officer) |
Dated: April 24, 2013
Exhibit Index
Exhibit No. | Description | |
99.1 | Press release issued April 24, 2013 |
Exhibit 99.1
EARNINGS RELEASE
For Immediate Release
Contact: Raymond M. Soto (203) 853-0700
BOLT TECHNOLOGY ANNOUNCES THIRD QUARTER RESULTS AND QUARTERLY DIVIDEND PAYMENT
NORWALK, CT, April 24, 2013 – Bolt Technology Corporation (NASDAQ Global Select Market: BOLT) today announced financial results for the third quarter and the first nine months of fiscal year 2013.
Sales for the third quarter of fiscal year 2013, the three months ended March 31, 2013, amounted to $11,243,000 compared to $12,993,000 for the third quarter of fiscal year 2012. Net income for the quarter amounted to $1,381,000 ($0.16 per share) compared to $1,585,000 ($0.18 per share) for the third quarter of fiscal year 2012.
Sales for the nine months ended March 31, 2013 amounted to $39,921,000 compared to $37,153,000 for the same nine month period in fiscal year 2012. Net income for the period amounted to $4,786,000 ($0.56 per share) compared to $4,251,000 ($0.49 per share) in the first nine months of fiscal year 2012.
Raymond M. Soto, Bolt’s chairman and CEO, commented, “In the third quarter of fiscal year 2013, sales and net income decreased 13% compared to last year’s third quarter. The decreases in sales and net income are primarily due to a 25% decrease in sales at our underwater robotics business. This decrease in sales at our underwater robotics business is largely attributable to a delay in the shipment of an order in excess of $1,000,000 caused by customer requested additional add-on features which delayed shipment beyond March 31, 2013.”
Mr. Soto continued, “Sales for the nine months ended March 31, 2013 increased 7% over the nine months ended March 31, 2012, reflecting a $4,800,000 increase in marine seismic equipment sales, partially offset by a $2,000,000 decrease in underwater robotics sales. Net income for the first nine months of fiscal year 2013 increased 13% to $4,786,000 compared to $4,251,000 last year, primarily due to the higher sales by our marine seismic equipment businesses.”
Mr. Soto further commented, “I am pleased to report that today the Board of Directors approved a quarterly dividend of $0.07 per common share, payable on July 5, 2013 to stockholders of record on June 5, 2013.”
Mr. Soto noted, “We recently announced receipt of a $4,600,000 order for a Seismic Energy Source System which is scheduled for shipment in September 2013. This order includes the first order for our recently introduced SmartSourceTM digital controller which we believe is an important milestone towards further growth in our marine seismic equipment business.”
Mr. Soto concluded, “It is difficult to predict the effect, if any, that the recent US budget cuts, together with continued global economic and political uncertainties, will have on our businesses, especially our underwater robotics business. Nevertheless, we believe that fiscal year 2013 should be another successful year for our Company.”
About Bolt Technology Corporation
Bolt Technology Corporation is a leading worldwide developer and manufacturer of marine seismic data acquisition equipment used for offshore oil and natural gas exploration. Bolt, through its SeaBotix Inc. subsidiary, is also a developer and manufacturer of remotely operated robotic vehicles systems used for a variety of underwater tasks.
Forward Looking Statements
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements about anticipated financial performance, future revenues and earnings, dividends, business prospects, new products, anticipated energy industry activity, anticipated market performance, planned production and shipping of products, expected cash needs and similar matters. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation (i) the risk of technological change relating to the Company’s products and the risk of the Company’s inability to develop new competitive products in a timely manner, (ii) the risk of changes in demand for the Company’s products due to fluctuations in energy industry activity, (iii) the Company’s reliance on certain significant customers, (iv) risks associated with a significant amount of foreign sales, (v) the risk of fluctuations in future operating results, (vi) risks associated with global economic conditions, (vii) risks of changes in environmental or regulatory matters and (viii) other risks detailed in the Company’s filings with the Securities and Exchange Commission. The Company believes that forward-looking statements made by it are based on reasonable expectations. However, no assurances can be given that actual results will not differ materially from those contained in such forward-looking statements. The words “estimate,” “project,” “anticipate,” “expect,” “predict,” “believe,” “may,” “could,” “should” and similar expressions are intended to identify forward-looking statements.
BOLT TECHNOLOGY CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Sales | $ | 11,243,000 | $ | 12,993,000 | $ | 39,921,000 | $ | 37,153,000 | ||||||||
Costs and expenses | 9,266,000 | 10,783,000 | 32,819,000 | 31,092,000 | ||||||||||||
Income before income taxes | 1,977,000 | 2,210,000 | 7,102,000 | 6,061,000 | ||||||||||||
Provision for income taxes | 596,000 | 625,000 | 2,316,000 | 1,810,000 | ||||||||||||
Net Income | $ | 1,381,000 | $ | 1,585,000 | $ | 4,786,000 | $ | 4,251,000 | ||||||||
Earnings per share (diluted) | $ | 0.16 | $ | 0.18 | $ | 0.56 | $ | 0.49 | ||||||||
Average shares outstanding (diluted) | 8,627,000 | 8,575,000 | 8,605,000 | 8,606,000 |
BOLT TECHNOLOGY CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
March 31, | March 31, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Assets | Liabilities and Stockholders’ Equity | |||||||||||||||||
Current Assets | Current Liabilities | |||||||||||||||||
Cash and cash equivalents | $ | 20,801,000 | $ | 20,790,000 | Accounts payable | $ | 1,505,000 | $ | 1,758,000 | |||||||||
Accounts receivable | 8,868,000 | 9,202,000 | Accrued expenses | 2,026,000 | 2,050,000 | |||||||||||||
Inventories | 17,660,000 | 17,828,000 | Contingent earnout liability | - | 500,000 | |||||||||||||
Deferred income taxes | 551,000 | 575,000 | Income taxes payable | - | 264,000 | |||||||||||||
Dividends payable | 604,000 | 429,000 | ||||||||||||||||
Other | 1,186,000 | 953,000 | 4,135,000 | 5,001,000 | ||||||||||||||
49,066,000 | 49,348,000 | Contingent earnout liability | 2,815,000 | - | ||||||||||||||
Property and equipment | 4,904,000 | 4,946,000 | Deferred income taxes | 2,458,000 | 2,550,000 | |||||||||||||
Goodwill | 17,227,000 | 17,227,000 | Total liabilities | 9,408,000 | 7,551,000 | |||||||||||||
Other intangible assets | 7,192,000 | 8,143,000 | ||||||||||||||||
Other | 246,000 | 223,000 | Stockholders’ Equity | 69,227,000 | 72,336,000 | |||||||||||||
$ | 78,635,000 | $ | 79,887,000 | $ | 78,635,000 | $ | 79,887,000 |
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