10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-12075

BOLT TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Connecticut	06-0773922
(State or other jurisdiction of	(I.R.S.  Employer
incorporation or organization)	Identification No.)

Four Duke Place, Norwalk, Connecticut	06854
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 853-0700

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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨   No x

At May 8, 2013, there were 8,626,028 shares of Common Stock, without par value, outstanding.

BOLT TECHNOLOGY CORPORATION

INDEX

		Page Number
Part I - Financial Information:
Item 1.	Financial Statements
	Consolidated Statements of Income (Unaudited) - Three months and nine months ended March 31, 2013 and 2012	3
	Consolidated Balance Sheets - March 31, 2013 (Unaudited) and June 30, 2012	4
	Consolidated Statements of Cash Flows (Unaudited) - Nine months ended March 31, 2013 and 2012	5
	Notes to Consolidated Financial Statements (Unaudited)	6-27
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28-37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	38
Part II - Other Information:
Item 1.	Legal Proceedings	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	39-40
Signatures		41
Exhibit Index		42

2

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

BOLT TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(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:
Cost of sales		5,674,000			7,005,000			21,353,000			19,733,000
Research and development		586,000			545,000			2,024,000			1,660,000
Selling, general and administrative		3,046,000			3,263,000			9,547,000			9,816,000
Interest income		(40,000	)		(30,000	)		(105,000	)		(117,000	)
		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:
Basic	$	0.16		$	0.18		$	0.56		$	0.49
Diluted	$	0.16		$	0.18		$	0.56		$	0.49
Average number of common shares outstanding:
Basic		8,625,390			8,573,443			8,602,916			8,601,505
Diluted		8,627,439			8,574,552			8,605,041			8,605,510

Refer to Notes to Consolidated Financial Statements (Unaudited).

3

BOLT TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,
	2013			June 30,
	(unaudited)			2012
ASSETS
Current Assets:
Cash and cash equivalents	$	20,801,000		$	24,613,000
Accounts receivable, less allowance for uncollectible accounts of $457,000 at March 31, 2013 and $404,000 at June 30, 2012		8,868,000			8,869,000
Inventories		17,660,000			17,708,000
Deferred income taxes		551,000			391,000
Other current assets		1,186,000			889,000
Total current assets		49,066,000			52,470,000
Property, Plant and Equipment, net		4,904,000			4,860,000
Goodwill, net		17,227,000			17,227,000
Other Intangible Assets, net		7,192,000			7,902,000
Other Non-Current Assets		246,000			255,000
Total assets	$	78,635,000		$	82,714,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,505,000		$	1,890,000
Accrued expenses		2,026,000			2,735,000
Contingent earnout liability		1,400,000			1,700,000
Dividends payable		604,000			429,000
Income taxes payable		-			413,000
Total current liabilities		5,535,000			7,167,000
Non-Current Portion of Contingent Earnout Liability		1,415,000			3,300,000
Deferred Income Taxes		2,458,000			2,429,000
Total liabilities		9,408,000			12,896,000
Stockholders’ Equity:
Common stock		32,038,000			31,294,000
Retained earnings		39,115,000			40,450,000
Treasury stock, at cost		(1,926,000	)		(1,926,000	)
Total stockholders’ equity		69,227,000			69,818,000
Total liabilities and stockholders’ equity	$	78,635,000		$	82,714,000

Refer to Notes to Consolidated Financial Statements (Unaudited).

4

BOLT TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended March 31,
	2013			2012
Cash Flows From Operating Activities:
Net income	$	4,786,000		$	4,251,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,253,000			1,209,000
Deferred income taxes		(264,000	)		(48,000	)
Stock-based compensation expense		564,000			595,000
Change in operating assets and liabilities:
Accounts receivable		1,000			(1,278,000	)
Inventories		48,000			(1,827,000	)
Other assets		(297,000	)		(212,000	)
Accounts payable		(385,000	)		857,000
Accrued expenses		(709,000	)		(13,000	)
Income taxes payable		(413,000	)		15,000
Net cash provided by operating activities		4,584,000			3,549,000
Cash Flows From Investing Activities:
Purchase of SeaBotix Inc.		(2,185,000	)		(4,060,000	)
Capital expenditures and other non-current assets		(578,000	)		(936,000	)
Net cash used by investing activities		(2,763,000	)		(4,996,000	)
Cash Flows From Financing Activities:
Dividends paid		(5,946,000	)		(8,576,000	)
Purchases of treasury stock		-			(966,000	)
Exercise of stock options		286,000			79,000
Tax benefit from vested restricted stock and stock options exercised		27,000			17,000
Net cash used by financing activities		(5,633,000	)		(9,446,000	)
Net decrease in cash and cash equivalents		(3,812,000	)		(10,893,000	)
Cash and cash equivalents at beginning of period		24,613,000			31,683,000
Cash and cash equivalents at end of period	$	20,801,000		$	20,790,000
Supplemental Disclosure of Cash Flow Information:
Cash transactions:
Income taxes paid	$	3,128,000		$	1,629,000

Refer to Notes to Consolidated Financial Statements (Unaudited).

5

BOLT TECHNOLOGY CORPORATION AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Basis of Presentation

The Consolidated Balance Sheet as of March 31, 2013, the Consolidated Statements of Income for the three month and nine month periods ended March 31, 2013 and 2012 and the Consolidated Statements of Cash Flows for the nine month periods ended March 31, 2013 and 2012 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal, recurring items. Interim results are not necessarily indicative of results for a full year. These Consolidated Financial Statements (Unaudited) should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

Note 2 – Description of Business and Significant Accounting Policies

The Company develops, manufactures and sells marine seismic data acquisition equipment and underwater remotely operated robotic vehicles, and consists of four operating units (each a separate reportable segment): Bolt Technology Corporation (“Bolt”), A-G Geophysical Products, Inc. (“A-G”), Real Time Systems Inc. (“RTS”) and SeaBotix Inc. (“SBX”). The Bolt seismic energy sources segment develops, manufactures and sells marine seismic energy sources (air guns) and replacement parts. The A-G underwater cables and connectors segment develops, manufactures and sells underwater cables, connectors, hydrophones, depth and pressure transducers and seismic source monitoring systems. The RTS seismic energy source controllers segment develops, manufactures and sells air gun controllers/synchronizers, data loggers and auxiliary equipment. The SBX underwater robotic vehicles segment develops, manufactures and sells underwater remotely operated robotic vehicles used for a variety of underwater tasks. Refer to Note 14 to Consolidated Financial Statements (Unaudited) for additional information concerning reportable segments.

Principles of Consolidation

The Consolidated Financial Statements (Unaudited) include the accounts of Bolt Technology Corporation and its subsidiary companies. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Refer to Note 13 to Consolidated Financial Statements (Unaudited) for additional information regarding concentration of cash and cash equivalent balances.

6

Allowance for Uncollectible Accounts

The allowance for uncollectible accounts is established through a provision for bad debts charged to expense. Accounts receivable are charged against the allowance for uncollectible accounts when the Company believes that collection of the account is unlikely. The allowance is an amount that the Company believes will be adequate to absorb estimated losses on existing accounts receivable balances based on the evaluation of their collectability and prior bad debt experience. This evaluation also takes into consideration factors such as changes in the nature and volume of the accounts receivable, overall quality of accounts receivable, review of specific problem accounts receivable, and current economic and industry conditions that may affect customers’ ability to pay. While the Company uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic and industry conditions or any other factors considered in the Company’s evaluation.

Inventories

Inventories are valued at the lower of cost or market, with cost principally determined on an average cost method that approximates the first-in, first-out method. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory. Amounts are also charged to the reserve when the Company scraps or disposes of inventory. Refer to Note 4 to Consolidated Financial Statements (Unaudited) for additional information concerning inventories.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation for financial accounting purposes is computed using the straight-line method over the estimated useful lives of 40 years for buildings, over the shorter of the term of the lease or the estimated useful life for leasehold improvements, and 5 to 10 years for machinery and equipment. Major improvements that add to the productive capacity or extend the life of an asset are capitalized, while repairs and maintenance are charged to expense as incurred. Refer to Note 5 to Consolidated Financial Statements (Unaudited) for additional information concerning property, plant and equipment.

Goodwill, Intangible Assets with Indefinite Lives and Other Long-Lived Assets

Goodwill represents the unamortized excess cost over the value of net assets acquired in business combinations. In September 2011, the Financial Accounting Standards Board issued new accounting guidance for testing goodwill for impairment. The guidance provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test.

7

Step one of the two-step quantitative goodwill impairment test is to compare the “fair value” of the reporting unit with its “carrying amount.” The fair value of a reporting unit is the amount that a willing party would pay to buy or sell the unit other than in a forced liquidation sale. The carrying amount of a reporting unit is total assets, including goodwill, minus total liabilities. If the fair value of a reporting unit is greater than the carrying amount, the Company considers goodwill not to be impaired. If the fair value is below the carrying amount, the Company would proceed to the next step, which is to measure the impairment loss. Any such impairment loss would be recognized in the Company’s results of operations in the period in which the impairment loss arose.

In conjunction with management’s annual review of goodwill for the year ended June 30, 2012, the Company adopted the new guidance at June 30, 2012. In accordance with the new guidance, the Company conducted an assessment of qualitative factors regarding the A-G reporting unit at June 30, 2012. The qualitative assessment indicated no impairment of the goodwill balance.

For the RTS reporting unit, the Company performed the quantitative impairment test. The estimated fair value of the RTS reporting unit was determined utilizing the capitalized cash flow method and the market price method. The capitalized cash flow method relies on historical financial performance, an estimate of the long-term growth rate in free cash flows and a determination of the weighted average cost of capital for the unit. The market price method gives consideration to the prices paid for publicly traded stocks of comparable companies. Goodwill related to the RTS acquisition was tested for impairment at June 30, 2012, and the test indicated no impairment of the goodwill balance.

Goodwill relating to the SBX acquisition was tested at December 31, 2012 using the quantitative impairment test. The estimated fair value of the SBX reporting unit was determined using the capitalized cash flow method, the market price method, and the discounted cash flow method. The discounted cash flow method relies on the estimated future cash flows that are discounted back to their present value using a risk-adjusted discount rate to arrive at an estimated value of the reporting unit. The December 31, 2012 impairment test indicated no impairment of the goodwill balance.

The Company’s reviews of A-G, RTS and SBX goodwill as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment tests were performed.

8

Intangible assets with indefinite lives must be tested annually, or more frequently if there are indicators of impairment, to determine if events and circumstances still justify the carrying value of such asset. The test consists of a comparison of the fair value of the asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal to the excess of the carrying amount over the fair value. Any such loss would be recognized in the period in which the impairment loss arose. The SBX intangible asset with an indefinite life was tested at December 31, 2012 using the quantitative impairment test and the test indicated no impairment. The Company reviewed the RTS and SBX intangible assets with indefinite lives at March 31, 2013 and such review did not result in any indicators of impairment, and therefore no interim impairment test was performed.

The Company’s other long-lived assets consist of property, plant and equipment, other intangible assets with definite lives and other non-current assets. The Company reviews for the impairment of these assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount is considered impaired when anticipated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any such impairment is measured based on the difference between the fair value and the carrying value of the asset and would be recognized in the Company’s results of operations in the period in which the impairment loss arose. The Company’s review as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment test was performed.

Refer to Notes 3, 6 and 7 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill and other intangible assets.

Revenue Recognition and Warranty Costs

The Company recognizes sales revenue when it is realized and earned. The Company’s reported sales revenue is based on meeting the following criteria: (1) manufacturing products based on customer specifications; (2) establishing a set sales price with the customer; (3) delivering product to the customer before the close of the reporting period, whereby delivery results in the transfer of ownership risk to the customer; (4) collecting the sales revenue from the customer is reasonably assured; and (5) no contingencies exist.

Warranty costs and product returns incurred by the Company have not been significant.

Valuation of Acquisitions

The Company allocates the amounts it pays for each acquisition to the assets it acquires and the liabilities it assumes based on estimated fair values at acquisition date. The Company determines the estimated fair values of identifiable intangible assets based on valuations that use historical information and market assumptions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The use of different valuation assumptions, including estimated cash flows and discount rates, or different estimated useful life assumptions could result in different purchase price allocations and intangible asset amortization expense in current and future periods.

9

Contingent Earnout Liability

The Company is obligated under an earnout arrangement to make cash payments to the former SBX stockholders if certain revenue and gross profit margin thresholds are achieved. The Company recorded a contingent earnout liability at the acquisition date at its estimated fair value, which takes into account the range and probability of projected future revenues of the acquired entity over the earnout period. The Company revalues the contingent earnout liability at the close of each accounting period and records any change in the estimated fair value in the Consolidated Statement of Income as “adjustment of contingent earnout liability.”

Increases or decreases in the fair value of the SBX contingent earnout liability can result from changes in assumed revenues, probabilities of achieving revenue and gross profit margin thresholds and discount rates. Significant judgment is used in determining the appropriateness of fair value assumptions at the acquisition date and in subsequent periods. As a result, actual contingent earnout payments can differ from estimates, and the differences could be material.

Refer to Notes 3 and 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

Income Taxes

The provision for income taxes is determined under the liability method. Deferred tax assets and liabilities are recognized based on differences between the book and tax bases of assets and liabilities using currently enacted tax rates. The provision for income taxes is the sum of the amount of income tax paid or payable for the period determined by applying the provisions of enacted tax laws to the taxable income for that period and the net change during the period in the Company’s deferred tax assets and liabilities.

The Company follows the accounting standard for accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s policy is to record any interest and penalties relating to an uncertain tax position as a component of income tax expense.

Refer to Note 9 to Consolidated Financial Statements (Unaudited) for additional information concerning the provision for income taxes and deferred tax accounts.

10

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to inventory valuation reserves, the potential impairment of goodwill and intangible assets with indefinite lives, other long-lived assets impairment, valuation of acquisitions, contingent earnout liability and realization of deferred tax assets. Actual results could differ from those estimates and the differences could be material.

Computation of Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period including common share equivalents (which includes stock option grants) assuming dilution. Unvested shares of restricted stock are included in computing basic earnings per share because they contain rights to receive non-forfeitable dividends. The following is a reconciliation of basic earnings per share to diluted earnings per share for the three month and nine month periods ended March 31, 2013 and 2012:  

	Three Months Ended March 31,				Nine Months Ended March 31,
	2013		2012		2013		2012
Net income available to common stockholders	$	1,381,000	$	1,585,000	$	4,786,000	$	4,251,000
Divided by:
Weighted average common shares		8,625,390		8,573,443		8,602,916		8,601,505
Weighted average common share equivalents		2,049		1,109		2,125		4,005
Total weighted average common shares and common share equivalents		8,627,439		8,574,552		8,605,041		8,605,510
Basic earnings per share	$	0.16	$	0.18	$	0.56	$	0.49
Diluted earnings per share	$	0.16	$	0.18	$	0.56	$	0.49

For the three month periods ended March 31, 2013 and 2012, the calculations do not include options to acquire 18,250 shares and 62,000 shares, respectively, since the inclusion of these shares would have been anti-dilutive.

11

Recent Accounting Developments

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update 2012-02 (“ASU 2012-02”), Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The purpose of ASU 2012-02, which amends the guidance to Topic 350, Intangibles — Goodwill and Other, is to simplify the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU 2012-02 allows an entity to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the qualitative goodwill impairment test. The amendments in ASU 2012-02 permit an entity to first assess qualitatively whether it is more likely than not (more than 50%) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.

Note 3 – SeaBotix Inc. Acquisition

The Company acquired all of the outstanding shares of capital stock of SeaBotix Inc. effective January 1, 2011. At closing, $9,500,000 was paid and a $500,000 purchase price holdback was accrued by the Company. Additional post closing earnout payments are to be made if SBX achieves certain revenue and gross profit margin thresholds during the four-year period ending December 31, 2014.

12

The total purchase price paid or accrued, after the measurement period adjustment of $301,000 in fiscal year 2012, consisted of the following:

Cash paid	$	9,500,000
Accrual for contingent earnout payments		5,000,000
Accrual for holdback and pro forma working capital adjustment		1,560,000
Total purchase price	$	16,060,000

The final purchase price allocation was as follows:

Net current assets, including cash acquired of $316,000 and accounts receivable of $1,342,000	$	4,963,000
Non-current assets (mainly property and equipment)		796,000
Goodwill		6,270,000	*
Other intangible assets		8,500,000
Accounts payable and accrued expenses		(1,010,000	)
Debt assumed		(539,000	)
Deferred tax liability (non-current)		(2,920,000	)
Total purchase price allocation	$	16,060,000

* None of the goodwill is deductible for income tax purposes.

In the fourth quarter of fiscal year 2012, the Company increased the contingent earnout liability by $4,500,000 and the amount was charged to the Consolidated Statement of Income. The charge is not deductible for income tax purposes and is not included in the total purchase price of $16,060,000.

The fair values of SBX’s assets and liabilities as of the acquisition date were determined based on estimates and assumptions that management believes are reasonable. During the three month period ended September 30, 2011, the preliminary estimate of goodwill relating to the SBX acquisition was increased by $301,000 from the amounts previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011. This change was due to an increase in the actual pro forma working capital adjustment over the preliminary amount included in accrued expenses at June 30, 2011. In accordance with ASC 805, “Business Combinations,” the balances for goodwill and contingent earnout liability in the Consolidated Balance Sheet for June 30, 2011 were retroactively adjusted to include the effect of this measurement period adjustment, which was based on information obtained subsequent to the acquisition date and June 30, 2011. There were no further changes to the fair values of SBX’s assets and liabilities after the $301,000 adjustment.

The estimate of fair value of SBX’s identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows either through the use of the multi-period excess earnings method or the relief-from-royalty method. Some of the more significant assumptions inherent in the development of intangible asset values include: the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, the assessment of the intangible asset’s life cycle, as well as other factors.

13

Set forth below is a summary of the activity in the contingent earnout liability (all amounts represent fair values) from the date of closing to March 31, 2013:

	Contingent
	Earnout
	Liability
Balance at closing	$	5,000,000
Earnout paid in fiscal year 2011		(2,000,000	)
Balance at June 30, 2011		3,000,000
Earnout paid in fiscal year 2012		(2,500,000	)
Increase to contingent earnout liability in June 2012		4,500,000
Balance at June 30, 2012 and September 30, 2012		5,000,000
Earnout paid in December 2012		(1,900,000	)*
Balance at December 31, 2012		3,100,000	**
Earnout paid in January 2013		(285,000	)
Balance at March 31, 2013	$	2,815,000	**

* The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

** Refer to Note 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

As of March 31, 2013, the Company has paid $6,685,000 in earnout payments and has an accrual of $2,815,000 to cover anticipated earnout payments over the remaining earnout period which ends on December 31, 2014.

Future earnout payments equal to 15.5% of annual gross revenues are payable if SBX generates annual gross revenues in excess of $10,000,000 and maintains a certain gross profit margin for calendar years 2013 and 2014. If the Company estimates that it is more likely than not that these future earnout payments will exceed $2,815,000, the Company would have to increase the contingent earnout liability by the anticipated additional amount of the earnout payments (up to $10,500,000).

The $2,815,000 contingent earnout liability at March 31, 2013 was estimated by the Company based upon projected SBX revenues and gross profit margin thresholds for calendar years 2013 and 2014. The $5,000,000 contingent earnout liability at June 30, 2012 was estimated by the Company based upon projected SBX revenues and gross profit margin thresholds for calendar years 2012, 2013 and 2014. Both calculations were based on an analysis using a probability approach for three performance outcomes for these years. The performance outcomes were then discounted using an appropriate discount rate commensurate with the risk associated with SBX to arrive at the fair value of the contingent earnout liability at March 31, 2013 and June 30, 2012. The Company is required to reassess the fair value of the contingent earnout liability on a recurring basis. Should a determination be made that the contingent earnout liability requires adjustment, a charge or credit will be made in the Consolidated Statement of Income in the period in which the adjustment is required.

14

The following table summarizes key information underlying SBX’s identifiable intangible assets related to the acquisition:

Category	Life	Amount		Annual Amortization
Tradename	Indefinite	$	1,200,000	$	-
Acquired technology	6-15 years		5,900,000		583,000
Customer and distributor relationships	7 years		1,400,000		200,000
Total		$	8,500,000	$	783,000

Note 4 – Inventories

Inventories consist of the following:

	March 31, 2013			June 30, 2012
Raw materials and sub-assemblies	$	15,587,000		$	15,928,000
Work-in-process		2,721,000			2,299,000
		18,308,000			18,227,000
Less – inventory valuation reserve		(648,000	)		(519,000	)
	$	17,660,000		$	17,708,000

A significant source of the Company’s revenue arises from the sale of replacement parts required by customers who have previously purchased products.  As a result, the Company maintains a large quantity of parts on hand that may not be sold or used in final assemblies for an extended period of time.  In order to recognize that certain inventory may become obsolete or that the Company may have supplies in excess of reasonably supportable sales forecasts, an inventory valuation reserve has been established.  The inventory valuation reserve is a significant estimate made by management based on experience and the exercise of professional judgment.  Actual results may differ from this estimate, and the difference could be material.

15

Management establishes the inventory valuation reserve by reviewing the inventory for items that should be reserved in full based on a lack of usage for a specified period of time and for which no future demand is forecasted and establishes an additional reserve for slow moving inventory based on varying percentages of the cost of the items.  The inventory valuation reserve is adjusted at the close of each accounting period, as necessary, based on management’s estimate of the valuation reserve required.  This estimate is calculated on a consistent basis as determined by the Company’s inventory valuation policy.  Increases to the inventory valuation reserve result in a charge to cost of sales, and decreases to the reserve result in a credit to cost of sales.  The inventory valuation reserve is also decreased when items are scrapped or disposed.  During the nine month period ended March 31, 2013, the inventory valuation reserve was increased by $129,000 and no items were scrapped or disposed.

Note 5 – Property, Plant and Equipment

Property, plant and equipment consist of the following:

	March 31, 2013			June 30, 2012
Land	$	253,000		$	253,000
Buildings		1,203,000			1,181,000
Leasehold improvements		1,215,000			1,168,000
Machinery and equipment		11,021,000			10,728,000
		13,692,000			13,330,000
Less -  accumulated depreciation		(8,788,000	)		(8,470,000	)
	$	4,904,000		$	4,860,000

Depreciation expense for the nine month periods ended March 31, 2013 and 2012 amounted to $512,000 and $442,000, respectively.

Note 6 – Goodwill

The Company’s goodwill carrying amounts relate to the acquisitions of A-G, RTS and SBX. A-G, RTS and SBX are three reporting units under ASC 350, “Intangibles — Goodwill and Other.” Bolt, the parent of A-G, RTS and SBX, is a fourth reporting unit and has no goodwill.

The composition of the net goodwill balance at March 31, 2013 and June 30, 2012 is as follows:

A-G	$	7,679,000
RTS		3,278,000
SBX		6,270,000
	$	17,227,000

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Goodwill represents approximately 22% of the Company’s total assets at March 31, 2013 and thus the evaluation of goodwill impairment is a significant estimate by management. Even if management’s estimate was incorrect, it would not result in a cash outlay because the goodwill amounts arose out of acquisition accounting.

Refer to Notes 2 and 3 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill.

Note 7 – Other Intangible Assets

Other intangible assets consist of the following:

Category	Life		March 31, 2013			June 30, 2012
Trade name		Indefinite	$	1,425,000		$	1,425,000
License		5.5 years		570,000			570,000
Non-compete agreements		6 years		647,000			647,000
Technology		6 – 15 years		6,170,000			6,170,000
Customer & distributor relationships		7 years		1,400,000			1,400,000
Other		n.a.		95,000			64,000
				10,307,000			10,276,000
Less accumulated amortization				(3,115,000	)		(2,374,000	)
Total other intangible assets			$	7,192,000		$	7,902,000

Other intangible assets consist mainly of intangible assets acquired in the purchases of RTS ($1,712,000 on July 1, 2007) and SBX ($8,500,000 on January 1, 2011). The major portion of intangible assets ($8,787,000) is being amortized using the straight-line method. Intangible asset amortization for the nine month periods ended March 31, 2013 and 2012 amounted to $741,000 and $767,000, respectively. A summary of the estimated amortization expense for the next five years is as follows:

Fiscal years ended June 30,
2013	$	971,000
2014	$	812,000
2015	$	812,000
2016	$	812,000
2017	$	639,000

Refer to Notes 2 and 3 to Consolidated Financial Statements (Unaudited) for additional information concerning other intangible assets.

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Note 8 – Accrued Expenses

Accrued expenses consist of the following:

	March 31, 2013		June 30, 2012
Compensation and related taxes	$	575,000	$	1,133,000
Compensated absences		657,000		615,000
Commissions payable		143,000		216,000
Accrued professional fees		247,000		281,000
Customer deposits		245,000		280,000
Other		159,000		210,000
	$	2,026,000	$	2,735,000

Note 9 – Income Taxes

Income tax expense for the nine month periods ended March 31 consists of the following:

	2013			2012
Current:
Federal	$	2,544,000		$	1,757,000
State		36,000			101,000
Deferred:
Federal		(356,000	)		(18,000	)
State		92,000			(30,000	)
Income tax expense	$	2,316,000		$	1,810,000

A reconciliation of the federal statutory rate to the effective tax rate reflected in the total provision for income taxes for the nine month periods ended March 31 is as follows:

	2013			2012
Federal statutory rate		34	%		34	%
Exempt income from domestic manufacturer’s deduction		(3	)		(3	)
Research and development tax credit		—			(3	)
State income taxes		—			1
Non-deductible expenses		2			1
Effective tax rate		33	%		30	%

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ASC 740, “Income Taxes,” requires the Company to review all open tax years in all tax jurisdictions to determine if there are any uncertain income tax positions that require recognition in the Company’s financial statements, including any penalties and interest, based on the “more-likely-than-not” criterion.  Based on its review, the Company has concluded that there were no significant income tax positions that would require the recording of additional income taxes or the recognition of any tax benefit in the Company’s financial statements at March 31, 2013.  There were no unallocated tax reserves at March 31, 2013.  The Company’s policy is to record any interest and penalties as a component of income tax expense.  The Company’s federal income tax returns for fiscal years prior to fiscal year 2008 are no longer subject to examination by the Internal Revenue Service.

Note 10 — Fair Value Measurements

Pursuant to the accounting guidance for fair value measurements, fair value is defined as the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the asset or liability would transact and considers assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

Under fair value accounting guidance, there is a three-tier fair value hierarchy to prioritize the inputs used in measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions.

The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

• Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.

• Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.

• Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

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Set forth below is a summary of liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:

	Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
At March 31, 2013 — Contingent earnout liability	$	—	$	—	$	2,815,000	$	2,815,000
Liabilities
At June 30, 2012 — Contingent earnout liability	$	—	$	—	$	5,000,000	$	5,000,000

This liability at June 30, 2012 relates to the estimated fair value of earnout payments to former SeaBotix Inc. stockholders for calendar years 2012, 2013 and 2014. The liability at March 31, 2013 relates to estimated payments for calendar years 2013 and 2014. The current and non-current portion of the contingent earnout liability at March 31, 2013 are $1,400,000 and $1,415,000, respectively. Refer to Note 3 to Consolidated Financial Statements (Unaudited) for SeaBotix Inc. acquisition information.

Set forth below are the changes in the Level 3 liability from June 30, 2012 to March 31, 2013:

	Fair Value of Contingent Earnout
	Liability
Balance at June 30, 2012	$	5,000,000
Cash payment for achieving performance threshold		(2,185,000	)
Balance at March 31, 2013	$	2,815,000

The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

The Company determined the fair value of the contingent earnout liability using a probability weighted approach. The principal inputs to the approach include expectations of SBX’s revenues over the earnout period and the probability of achieving required gross profit margin thresholds using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent liability is classified within Level 3 of the fair value hierarchy.

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Fair values of accounts receivable, accounts payable, accrued expenses, dividends payable and income tax payable reflected in the March 31, 2013 and June 30, 2012 Consolidated Balance Sheets approximate carrying values at those dates.

Note 11 – Stock Options and Restricted Stock

The Company recognizes compensation costs for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.”

The Bolt Technology Corporation 2012 Stock Incentive Plan (the “2012 Plan”) was approved by the Company’s stockholders at the November 20, 2012 Annual Meeting of Stockholders. The 2012 Plan replaced the Company’s Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “2006 Plan”). No new grants may be made under the 2006 Plan, but stock option and restricted stock grants awarded prior to the effective date of the 2012 Plan continue in effect.

The 2012 Plan provides that 750,000 shares of Common Stock may be used for equity awards under the 2012 Plan of either stock options or restricted stock grants or any combination thereof. Stock options granted under the 2012 Plan can become vested over, and can be exercisable for, a period of up to ten years. Under the 2012 Plan, non-qualified or compensatory stock options may be granted and awards of restricted stock may be made to non-employee directors at the discretion of the stock option committee, for up to a combined annual maximum of 3,000 shares of Common Stock per non-employee director. Under the terms of the 2012 Plan, no stock options or restricted stock can be granted subsequent to June 30, 2022.

Stock Options

For the nine month periods ended March 31, 2013 and 2012, stock option compensation expense, which is a non-cash item, was $184,000 and $242,000, respectively. Unrecognized compensation expense for stock options at March 31, 2013 amounted to $460,000 and the weighted average period for recognizing this expense is 3.2 years.

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A summary of changes in stock options during the nine month period ended March 31, 2013 is as follows: 

	2012 Plan				2006 Plan
			Weighted Average Exercise					Weighted Average Exercise
	Shares		Price		Shares			Price
Options outstanding at June 30, 2012		-	$	-		180,863		$	14.32
Granted		50,000	$	15.43		-		$	-
Exercised		-	$	-		(53,438	)	$	(11.72	)
Forfeitures		-	$	-		(4,750	)	$	(17.58	)
Expired		-	$	-		(21,000	)	$	(21.24	)
Options outstanding at March 31, 2013		50,000	$	15.43		101,675		$	14.10

During the nine month period ended March 31, 2013, stock option grants for 50,000 shares were awarded in January 2013 under the 2012 Plan. The fair value per share of options granted in January 2013 was $2.58, as estimated on the date of grant using the Black-Scholes pricing model with the following assumptions:

	January
	2013
	Grant
Expected dividend yield		1.9	%
Stock price volatility		23	%
Expected life (years)		5 years
Expected forfeiture rate		0	%
Risk-free interest rate		0.8	%

At March 31, 2013, the aggregate intrinsic value for outstanding options was $443,000 because the market price of the Company’s Common Stock at March 31, 2013 was higher than the weighted average exercise price of such options.

The weighted average remaining contractual life of options outstanding at March 31, 2013 was 3.3 years.

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The expiration dates for the outstanding options at March 31, 2013 are as follows:

Expiration Date of Option	Number of Shares
June 2013		18,250
August 2014		16,250
November 2014		3,750
November 2015		7,500
November 2016		16,875
January 2017		39,050
January 2018		50,000
Total		151,675

Options exercisable at March 31, 2013, totaled 36,450 shares, consisting of 4,526 non-qualified and 31,924 qualified options.

During the nine month periods ended March 31, 2013 and 2012, the fair value of options that vested was $544,000 (37,263 shares) and $424,000 (38,313 shares), respectively. During the nine month periods ended March 31, 2013 and 2012, 53,437 and 11,250 options were exercised, respectively. The weighted average exercise price of exercisable options as of March 31, 2013 was $17.51. At March 31, 2013, there was no intrinsic value of exercisable options because the market price of the Company’s Common Stock at March 31, 2013 was lower than the weighted average exercise price of exercisable options. The weighted average remaining contractual life of exercisable options at March 31, 2013 was 1.6 years.

Restricted Stock

During the nine month periods ended March 31, 2013 and 2012, 27,100 and 40,300 shares, respectively, of restricted stock were granted under the 2006 Plan. These shares vest over a five year period and the cost to recipients is zero.  

During the nine month period ended March 31, 2013, 5,200 shares of restricted stock were granted under the 2012 Plan. Of these shares, 1,200, 3,000 and 1,000 shares vest over a three-year period, one-year period and five-year period, respectively, and the cost to recipients is zero.

The aggregate compensation cost for restricted stock granted during the nine month periods ended March 31, 2013 and 2012 was $479,000 and $432,000, respectively, as of the grant dates.  This compensation expense, which is a non-cash item, is being recognized in the Company’s financial statements over the vesting period of each restricted stock grant.  

Restricted stock compensation expense was $380,000 and $353,000 for the nine month periods ended March 31, 2013 and 2012, respectively.  Unrecognized compensation expense for restricted stock at March 31, 2013 amounted to $1,002,000.

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A summary of changes in unvested restricted stock awards during the nine month period ended March 31, 2013 is as follows:

	2012 Plan				2006 Plan
			Weighted Average Grant Date					Weighted Average  Grant Date
	Shares		Fair Value		Shares			Fair Value
Unvested restricted stock awards outstanding at June 30, 2012		-	$	-		95,640		$	12.14
Granted		5,200	$	14.49		27,100		$	14.89
Vested		-	$	-		(31,180	)	$	13.44
Forfeited		-	$	-		(460	)	$	11.95
Unvested restricted stock awards outstanding at March 31, 2013		5,200	$	14.49		91,100		$	12.52

Tax Deduction

The Company receives a tax deduction for certain stock option exercises when the options are exercised, generally for the excess of the fair value over the exercise price of the option.  The Company also receives a tax deduction and/or liability when restricted stock vests based on the difference between the fair value at the grant date versus the vesting date. The tax benefit and/or liability from the exercise of stock options and/or the vesting of restricted stock are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

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Note 12 - Stockholders’ Equity

Changes in issued Common Stock and Stockholders’ Equity for the nine month period ended March 31, 2013 were as follows:

	Common Stock						Treasury Stock					Retained
	Shares			Amount			Shares		Amount			Earnings			Total
Balance June 30, 2012		8,766,333		$	31,294,000			202,075	$	(1,926,000	)	$	40,450,000		$	69,818,000
Restricted stock grants		32,300			—			—		—			—			—
Stock based compensation expense		—			564,000			—		—			—			564,000
Stock options exercised		29,930			286,000			—		—			—			286,000
Restricted stock forfeitures		(460	)		—			—		—			—			—
Tax benefit from vested restricted stock and exercise of options		—			27,000			—		—			—			27,000
Expiration of non-qualified stock options		—			(133,000	)		—		—			—			(133,000	)
Net income		—			—			—		—			4,786,000			4,786,000
Dividends declared ($0.71 per share)		—			—			—		—			(6,121,000	)		(6,121,000	)
Balance March 31, 2013		8,828,103		$	32,038,000			202,075	$	(1,926,000	)	$	39,115,000		$	69,227,000

At March 31, 2013 and June 30, 2012, 20,000,000 shares of Common Stock, no par value, were authorized.

Note 13 – Concentrations and Contingencies

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, and trade accounts receivable.  The Company maintains substantial cash and cash equivalent balances with various financial institutions, in amounts that exceed the limit of FDIC insurance, and with U.S. industrial corporations.  The Company believes that the risk of loss associated with cash and cash equivalents is remote. The Company believes that the concentration of credit risk in its trade accounts receivable is substantially mitigated by the Company’s ongoing credit evaluation and its short collection terms.  The Company does not generally require collateral from its customers but, in certain cases, the Company does require customers to provide a letter of credit or an advance payment.  In limited cases, the Company will grant customers extended payment terms of up to 12 months.  The Company establishes an allowance for uncollectible accounts based upon factors surrounding the credit risk of specific customers.   Historically, the Company has not incurred significant credit related losses.

The Company does not hold or issue financial instruments for trading purposes, nor does it hold interest rate, leveraged or other types of derivative financial instruments.

From time to time, the Company is a party to routine litigation and proceedings that are considered part of the ordinary course of business.  The Company is not aware of any material current or pending litigation.

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Note 14 – Segment Information 

The Company has four reportable segments aligned with each of the Company’s product lines in accordance with ASC 280, “Segment Reporting.”   

The following table provides selected financial information for each reportable segment for the three month and nine month periods ended March 31, 2013 and 2012:

	Seismic Energy Sources		Underwater Cables & Connectors		Seismic  Energy Source Controllers			Underwater Robotic Vehicles		Corporate Headquarters & Eliminations			Consolidated
Nine Months Ended March 31, 2013
Sales to external customers	$	17,263,000	$	11,964,000	$	1,845,000		$	8,849,000	$	—		$	39,921,000
Intersegment sales		—		269,000		447,000			—		(716,000	)		—
Depreciation and amortization		150,000		220,000		181,000			688,000		14,000			1,253,000
Income (loss) before income taxes		3,918,000		4,538,000		561,000			796,000		(2,711,000	)		7,102,000
Fixed asset additions		58,000		391,000		2,000			105,000		—			556,000
Three Months Ended March 31, 2013
Sales to external customers	$	4,687,000	$	3,845,000	$	252,000		$	2,459,000	$	—		$	11,243,000
Intersegment sales		—		111,000		211,000			—		(322,000	)		—
Depreciation and amortization		49,000		75,000		42,000			231,000		5,000			402,000
Income (loss) before income taxes		1,371,000		1,478,000		(1,000	)		13,000		(884,000	)		1,977,000
Fixed asset additions		4,000		28,000		—			70,000		—			102,000
Balance Sheet Data at March 31, 2013
Segment assets	$	20,283,000	$	17,118,000	$	5,824,000		$	20,619,000	$	14,791,000		$	78,635,000
Goodwill		—		7,679,000		3,278,000			6,270,000		—			17,227,000
Nine Months Ended March 31, 2012
Sales to external customers	$	14,215,000	$	10,805,000	$	1,295,000		$	10,838,000	$	—		$	37,153,000
Intersegment sales		—		143,000		330,000			—		(473,000	)		—
Depreciation and amortization		110,000		198,000		216,000			671,000		14,000			1,209,000
Income (loss) before income taxes		3,259,000		3,549,000		185,000			1,587,000		(2,519,000	)		6,061,000
Fixed asset additions		811,000		102,000		—			41,000		—			954,000
Three Months Ended March 31, 2012
Sales to external customers	$	5,408,000	$	3,872,000	$	426,000		$	3,287,000	$	—		$	12,993,000
Intersegment sales		—		45,000		127,000			—		(172,000	)		—
Depreciation and amortization		54,000		67,000		72,000			226,000		5,000			424,000
Income (loss) before income taxes		1,472,000		1,299,000		54,000			256,000		(871,000	)		2,210,000
Fixed asset additions		257,000		52,000		—			23,000		—			332,000
Balance Sheet Data at June 30, 2012
Segment assets	$	19,985,000	$	15,990,000	$	6,272,000		$	21,421,000	$	19,046,000		$	82,714,000
Goodwill		—		7,679,000		3,278,000			6,270,000		—			17,227,000

The Company does not allocate income taxes to its segments.  

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Note 15 – Subsequent Event

On April 24, 2013, the Company’s Board of Directors approved a dividend of $0.07 per common share, which will be paid on July 5, 2013 to stockholders of record on June 5, 2013.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis should be read together with the Consolidated Financial Statements (Unaudited) and accompanying notes and other detailed information appearing elsewhere in this Quarterly Report on Form 10-Q.  This discussion and certain other information in this Quarterly Report on Form 10-Q includes forward-looking statements, including statements about the demand for the Company’s products and future results.  Please refer to the “Cautionary Statement for Purposes of Forward-Looking Statements” set forth below.

In this Quarterly Report on Form 10-Q, Bolt Technology Corporation and its subsidiaries are referred to as “the registrant” or “the Company,” unless the context clearly indicates otherwise.

Cautionary Statement for Purposes of Forward-Looking Statements

Forward-looking statements in this Quarterly Report on Form 10-Q, future filings by the Company with the Securities and Exchange Commission, the Company’s press releases and oral statements by authorized officers of the Company are intended to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These include statements about anticipated financial performance, future revenues or 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.

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Overview

The Company develops, manufactures and sells marine seismic data acquisition equipment and underwater remotely operated robotic vehicles. The Company’s four operating units, each of which is considered to be a separate reportable segment, consist of: seismic energy sources, underwater cables and connectors, seismic energy source controllers and underwater robotic vehicles. Sales of the Company’s products in the three segments dedicated to marine seismic data acquisition equipment (seismic energy sources, underwater cables and connectors, and seismic energy source controllers) are generally related to the level of worldwide oil and gas exploration and development activity, which is based on current and projected crude oil and natural gas prices. Sales of the Company’s underwater robotic vehicles are generally related to the demand from governmental and quasi-governmental units. Refer to Note 14 to Consolidated Financial Statements (Unaudited) for further information on reportable segments.

Sales for the nine month period ended March 31, 2013 increased by $2,768,000 or 7%from the nine month period ended March 31, 2012. The combined sales for the marine seismic data acquisition segments increased from $26,315,000 for the nine month period ended March 31, 2012 to $31,072,000for the nine month period ended March 31, 2013. Sales for underwater robotic vehicles decreased from $10,838,000 for the nine month period ended March 31, 2012 to $8,849,000 for the nine month period ended March 31, 2013. This decrease reflects higher sales of underwater robotic vehicles to the U.S. Government in the nine month period ended March 31, 2012, as well as shipment of an order in excess of $1,000,000 being delayed beyond March 31, 2013 due to customer requested add-on features.

The outlook for the remainder of fiscal year 2013 is anticipated to be positive for the marine seismic data acquisition segments based on the current level of customer orders. It is difficult to predict the effect, if any, however, that the recent U.S. budget cuts, together with continued global economic and political uncertainties, will have on the Company’s underwater robotics business.

At March 31, 2013, the Company conducted an assessment of the SBX contingent earnout liability of $2,815,000 and determined that no adjustment was required. Refer to Notes 3 and 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

The Company recently announced receipt of a $4,600,000 order for a seismic energy source system which is scheduled for shipment late in the first quarter of fiscal year 2014. This order includes our recently introduced SmartSource™ digital controller. This is the first order for the SmartSource™ and represents a strategic milestone for the Company towards future growth in its marine seismic data acquisition segments. SmartSource™ was designed and developed internally after years of research and testing.

The Company has a joint development effort with WesternGeco, a product line of Schlumberger, to develop an environmentally sensitive energy source for marine seismic exploration surveys. This is a multi-phase development project which, if successfully developed and commercialized, could be a significant new development in the marine seismic exploration industry. Expenditures made in support of this project are recorded as research and development expense in the Consolidated Statement of Income. During the nine month periods ended March 31, 2013 and 2012, the Company recorded $1,039,000 and $403,000, respectively, as research and development expense in connection with the joint development effort.

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The Company’s balance sheet remained strong during the nine month period ended March 31, 2013. The Company’s cash position decreased to $20,801,000 at March 31, 2013 from $24,613,000 at June 30, 2012. Working capital decreased to $43,531,000 at March 31, 2013 from $45,303,000 at June 30, 2012. The cash decrease reflects the payment of dividends of $5,946,000 and a $2,185,000 contingent earnout payment during the nine month period ended March 31, 2013. The Company remained debt free at March 31, 2013.

The Company follows accounting standards set by the Financial Accounting Standards Board (“FASB”), which are referred to as generally accepted accounting principles or “GAAP,” as contained in the FASB Accounting Standards Codification.

Liquidity and Capital Resources

As of March 31, 2013, the Company believes that current cash and cash equivalent balances and projected cash flow from operations will be adequate to meet foreseeable operating needs.

In the fourth quarter of fiscal year 2010, the Company’s Board of Directors authorized and approved a program to repurchase up to $10,000,000 of its Common Stock through open market and privately negotiated transactions. Pursuant to the terms of the repurchase program, management determines the timing and amount of any stock repurchase transactions depending on market conditions, share prices, capital availability and other factors. The Company is not obligated to purchase any shares under the repurchase program. The repurchase program does not have an expiration date and repurchases may be commenced or suspended at any time or from time to time without prior notice. The repurchase program is structured to conform to the safe harbor provisions of SEC Rule 10b-18. Through March 31, 2013, the Company had repurchased 202,075 of its shares under the repurchase program at an aggregate cost of $1,926,000. No shares were purchased during the nine month period ended March 31, 2013.

On January 24, 2013, the Company’s Board of Directors approved a quarterly dividend of $0.07 per common share, which was paid on April 4, 2013 to stockholders of record on March 7, 2013.

Nine Months Ended March 31, 2013

At March 31, 2013, the Company had $20,801,000 in cash and cash equivalents, as compared to $24,613,000 at June 30, 2012.

For the nine month period ended March 31, 2013, cash flow from operating activities after changes in working capital items was $4,584,000, primarily due to net income adjusted for non-cash items, partially offset by lower current liabilities, as compared to $3,549,000 of cash flow from operating activities after changes in working capital items for the nine month period ended March 31, 2012.

30

For the nine month period ended March 31, 2013, cash used in investing activities was $2,763,000, primarily due to a payment made to the former SBX stockholders ($2,185,000) for the calendar year 2012 contingent earnout liability, and capital expenditures for new and replacement equipment ($556,000). For the nine month period ended March 31, 2012, cash used in investing activities was $4,996,000, primarily due to payments made to the former SBX stockholders ($4,060,000), as well as capital expenditures for new and replacement equipment ($954,000).

For the nine month period ended March 31, 2013, cash used in financing activities was $5,633,000, primarily due to the payment of cash dividends ($5,946,000), partially offset by proceeds from the exercise of stock options ($286,000). For the nine month period ended March 31, 2012, cash used in financing activities was $9,446,000, primarily due to payment of cash dividends ($8,576,000), and repurchases of 93,954 shares of the Company’s Common Stock at a cost of $966,000.

The Company anticipates that capital expenditures for the remainder of fiscal year 2013 will not exceed $300,000 and will be funded from operating cash flow.

Since a relatively small number of customers account for the majority of the Company’s sales, the consolidated accounts receivable balance at the end of any period tends to be concentrated in a small number of customers.  At March 31, 2013 and June 30, 2012, the five customers with the highest accounts receivable balances represented 75% and 57% of the consolidated accounts receivable balances on those dates, respectively.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet financing arrangements at March 31, 2013.

Contractual Obligations

The Company had no long-term borrowings, capital leases, purchase obligations or other long-term liabilities at March 31, 2013 except for the non-current portion of the contingent earnout liability. 

Results of Operations

Nine Months Ended March 31, 2013 Compared to Nine Months Ended March 31, 2012

Consolidated sales for the nine month period ended March 31, 2013 totaled $39,921,000, an increase of $2,768,000 or 7% from the nine month period ended March 31, 2012. The change in net sales from the prior year period by reportable segment was as follows: seismic energy sources increased by $3,048,000 (21%), underwater cables and connectors increased by $1,159,000 (11%), seismic energy source controllers increased by $550,000 (42%) and underwater robotic vehicles decreased by $1,989,000 (18%).

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Higher sales for the Company’s three marine seismic data acquisition segments was primarily due to increased marine seismic exploration activity. The SBX decrease was primarily due to higher sales of underwater robotic vehicles to the U.S. Government in the nine month period ended March 31, 2012, as well as shipment of an order in excess of $1,000,000 being delayed beyond March 31, 2013 due to customer requested add-on features.

Consolidated gross profit as a percentage of consolidated sales was 47% for the nine month period ended March 31, 2013, unchanged from the nine month period ended March 31, 2012.

Research and development (“R&D”) costs increased by $364,000 or 22% in the nine month period ended March 31, 2013 from the nine month period ended March 31, 2012. The increase is primarily due to costs associated with the joint development effort with WesternGeco to develop an environmentally friendly seismic energy source, partially offset by lower R&D at SBX.

Selling, general and administrative (“SG&A”) expenses decreased by $269,000 or 3% in the nine month period ended March 31, 2013 from the nine month period ended March 31, 2012, primarily due to lower professional fees, partially offset by higher compensation expense.

Interest income decreased by $12,000 or 10% in the nine month period ended March 31, 2013 from the nine month period ended March 31, 2012, primarily due to lower average cash and cash equivalent balances, partially offset by higher interest rates.

The provision for income taxes for the nine month period ended March 31, 2013 was $2,316,000, an effective tax rate of 33%.   This rate was lower than the federal statutory rate of 34%, due to tax benefits associated with the domestic manufacturer’s deduction, partially offset by non-deductible expenses and state income taxes. The provision for income taxes for the nine month period ended March 31, 2012 was $1,810,000, an effective tax rate of 30%.  This rate was lower than the federal statutory rate of 34%, due to tax benefits associated with the domestic manufacturer’s deduction and the R&D tax credit, partially offset by state income taxes and non-deductible expenses.

The above mentioned factors resulted in an increase in net income for the nine month period ended March 31, 2013 to $4,786,000, compared to net income of $4,251,000 for the nine month period ended March 31, 2012.

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Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

Consolidated sales for the three month period ended March 31, 2013 totaled $11,243,000, a decrease of $1,750,000 or 13% from the three month period ended March 31, 2012.  The change in sales by reportable segment was as follows: seismic energy sources decreased by $721,000 (13%), underwater cables and connectors decreased by $27,000 (1%), seismic energy source controllers decreased by $174,000 (41%), and underwater robotic vehicles decreased by $828,000 (25%). 

Lower sales for the Company’s three marine seismic data acquisition segments reflect the traditional uneven sales pattern associated with these segments. The SBX decrease was primarily due to shipment of an order in excess of $1,000,000 being delayed beyond March 31, 2013 due to customer requested add-on features.

Consolidated gross profit as a percentage of consolidated sales was 50% for the three month period ended March 31, 2013 versus 46% for the three month period ended March 31, 2012.  The increase in the gross profit percentage was primarily due to higher margins for marine seismic data acquisition equipment associated with sales mix.

R&D costs increased by $41,000 or 8% in the three month period ended March 31, 2013 from the three month period ended March 31, 2012.

SG&A expenses decreased by $217,000 or 7% in the three month period ended March 31, 2013 from the three month period ended March 31, 2012. The decrease was primarily due to lower professional fees and bad debt expense.

Interest income increased by $10,000 or 33% in the three month period ended March 31, 2013 from the three month period ended March 31, 2012, primarily due higher interest rates, partially offset by lower average cash and cash equivalent balances.

The provision for income taxes for the three month period ended March 31, 2013 was $596,000, an effective tax rate of 30%.  This rate was lower than the federal statutory rate of 34%, primarily due to tax benefits associated with the domestic manufacturer’s deduction. The provision for income taxes for the three month period ended March 31, 2012 was $625,000, an effective tax rate of 28%. This rate was lower than the federal statutory rate of 34%, primarily due to tax benefits associated with the domestic manufacturer’s deduction and the R&D tax credit, partially offset by state income taxes.

The above mentioned factors resulted in a decrease in net income for the three month period ended March 31, 2013 to $1,381,000 compared to net income of $1,585,000 for the three month period ended March 31, 2012.

33

Critical Accounting Policies

The methods, estimates and judgments the Company uses in applying the accounting policies most critical to its financial statements have a significant impact on the results the Company reports in its financial statements.  The Securities and Exchange Commission has defined the most critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make its most difficult and subjective judgments.

Based on this definition, the Company’s most critical accounting policies include: revenue recognition, recording of inventory reserves, valuation of acquisitions, contingent earnout liability, deferred taxes, and the potential impairment of goodwill, intangible assets with indefinite lives and other long-lived assets. These policies are discussed below.  The Company also has other key accounting policies, including the establishment of an allowance for uncollectible accounts. The Company believes that these other policies either do not generally require it to make estimates and judgments that are as difficult or as subjective, or are less likely to have a material impact on the Company’s reported results of operations for a given period.

Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the end of each reporting period and involve inherent risks and uncertainties.  Actual results may differ significantly from the Company’s estimates and its estimates could be different using different assumptions or conditions.

Refer to Note 2 to Consolidated Financial Statements (Unaudited) for additional information concerning significant accounting policies. 

Revenue Recognition

The Company recognizes sales revenue when it is realized and earned.  The Company’s reported sales revenue is based on meeting the following criteria: (1) manufacturing products based on customer specifications; (2) establishing a set sales price with the customer; (3) delivering product to the customer before the close of the reporting period, whereby delivery results in the transfer of ownership risk to the customer; (4) collecting the sales revenue from the customer is reasonably assured; and (5) no contingencies exist.

Inventory Reserves

A significant source of the Company’s revenue arises from the sale of replacement parts required by customers who have previously purchased products.  As a result, the Company maintains a large quantity of parts on hand that may not be sold or used in final assemblies for an extended period of time.  In order to recognize that certain inventory may become obsolete or that the Company may have supplies in excess of reasonably supportable sales forecasts, an inventory valuation reserve has been established.  The inventory valuation reserve is a significant estimate made by management based on experience and the exercise of professional judgment.  Actual results may differ from this estimate, and the difference could be material.

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Management establishes the inventory valuation reserve by reviewing the inventory for items that should be reserved in full based on a lack of usage for a specified period of time and for which no future demand is forecasted and establishes an additional reserve for slow moving inventory based on varying percentages of the cost of the items. The inventory valuation reserve is adjusted at the close of each accounting period, as necessary, based on management’s estimate of the valuation reserve required.  This estimate is calculated on a consistent basis as determined by the Company’s inventory valuation policy.  Increases to the inventory valuation reserve result in a charge to cost of sales, and decreases to the reserve result in a credit to cost of sales.  The inventory valuation reserve is also decreased when items are scrapped or disposed.  During the nine month period ended March 31, 2013, the inventory valuation reserve was increased by $129,000 and no items were scrapped or disposed.

Impairment Testing of Goodwill, Intangible Assets with Indefinite Lives and Other Long-Lived Assets

The Company reviews goodwill for impairment annually or more frequently if impairment indicators arise. The Company conducted an assessment of qualitative factors regarding A-G at June 30, 2012 and the qualitative assessment indicated no impairment of the goodwill balance. RTS goodwill was tested for impairment at June 30, 2012 and the test indicated no impairment of the goodwill balance. SBX goodwill was tested for impairment at December 31, 2012 and the test indicated no impairment of the goodwill balance. The Company’s reviews of A-G, RTS and SBX goodwill as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment tests were performed.

Goodwill represents approximately 22% of the Company’s total assets at March 31, 2013. The evaluation of goodwill is thus a significant estimate by management. Even if management’s estimate was incorrect, it would not result in a cash outlay because the goodwill amounts arose out of acquisition accounting. Refer to Notes 3 and 6 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill.

Intangible assets with indefinite lives must be tested annually, or more frequently if there are indicators of impairment, to determine if events and circumstances still justify the carrying value of such asset. The test consists of a comparison of the fair value of the asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal to the excess of the carrying amount over the fair value. Any such loss would be recognized in the period in which the impairment loss arose. The SBX intangible asset with an indefinite life was tested for impairment at December 31, 2012 and the test indicated no impairment.The Company reviewed the RTS and SBX intangible assets with indefinite lives at March 31, 2013 and such review did not result in any indicators of impairment, and therefore no interim impairment test was performed.

35

The Company’s other long-lived assets consist of property, plant and equipment, other intangible assets with definite lives and other non-current assets. The Company reviews for the impairment of these assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount is considered impaired when anticipated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any such impairment is measured based on the difference between the fair value and the carrying value of the asset and would be recognized in the Company’s results of operations in the period in which the impairment loss arose. The Company’s review as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment test was performed.

Refer to Note 2 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill and other intangible assets.

Valuation of Acquisitions

The Company allocates the amounts it pays for each acquisition to the assets it acquires and the liabilities it assumes based on estimated fair values at acquisition date. The Company determines the estimated fair values of identifiable intangible assets based on valuations that use historical information and market assumptions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The use of different valuation assumptions, including estimated cash flows and discount rates, or different estimated useful life assumptions could result in different purchase price allocations and intangible asset amortization expense in current and future periods.

Contingent Earnout Liability

The Company is obligated under an earnout arrangement to make cash payments to the former SBX stockholders if certain revenue and gross profit margin thresholds are achieved. The Company recorded a contingent earnout liability at the acquisition date at its estimated fair value, which takes into account the range and probability of projected future revenues of the acquired entity over the earnout period. The Company revalues the contingent earnout liability at the close of each accounting period and records any change in the estimated fair value in the Consolidated Statement of Income as “adjustment of contingent earnout liability.” This adjustment would be a non-deductible expense for income tax purposes.

Increases or decreases in the fair value of the SBX contingent earnout liability can result from changes in assumed revenues, probabilities of achieving revenue and gross profit margin thresholds and discount rates. Significant judgment is used in determining the appropriateness of fair value assumptions at the acquisition date and in subsequent periods. As a result, actual contingent earnout payments can differ from estimates, and the differences could be material.

Refer to Notes 3 and 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

36

 Deferred Taxes

The Company applies an asset and liability approach to accounting for income taxes.  Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the years in which the differences are expected to reverse.  

The recoverability of deferred tax assets is dependent upon the Company’s assessment of whether it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to utilize the deferred tax asset.  The Company reviews its internal forecasted sales and pre-tax earnings estimates to make its assessment about the utilization of deferred tax assets.  In the event the Company determines that future taxable income will not be sufficient to utilize the deferred tax asset, a valuation allowance is recorded. If that assessment were to change, a charge or a benefit would be recorded in the Consolidated Statement of Income.  The Company has concluded that no deferred tax valuation allowance was necessary at March 31, 2013 and June 30, 2012 because future taxable income is believed to be sufficient to utilize any deferred tax asset.

Recent Accounting Developments

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update 2012-02 (“ASU 2012-02”), Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The purpose of ASU 2012-02, which amends the guidance to Topic 350, Intangibles — Goodwill and Other, is to simplify the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU 2012-02 allows an entity to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the qualitative goodwill impairment test. The amendments in ASU 2012-02 permit an entity to first assess qualitatively whether it is more likely than not (more than 50%) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.

37

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

The Company is not subject to any material market risks associated with activities in derivative financial instruments, other financial instruments or derivative commodity instruments.

Item 4 – Controls and Procedures

The chief executive officer and the chief financial officer, with the assistance of key employees throughout the Company, including its subsidiaries, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2013.  Based upon the results of such evaluation, the chief executive officer and the chief financial officer have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

No changes in the Company’s internal control over financial reporting occurred during the quarter ended March 31, 2013 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 

38

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

The information with respect to Item 1 is set forth under Note 13 to Consolidated Financial Statements (Unaudited).

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

In June 2010, the Company’s Board of Directors authorized and approved a program to repurchase up to $10,000,000 of its Common Stock through open market and privately negotiated transactions. The Company did not repurchase any shares of its Common Stock during the nine month period ended March 31, 2013. As of March 31, 2013, $8,074,000 remained available for purchase of shares of Common Stock of the Company under the existing repurchase program.

Item 6 – Exhibits  

31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).*
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).**
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).**
101.INS 101. SCH 101. CAL 101. DEF 101. LAB 101. PRE	XBRL Instance Document. *** XBRL Taxonomy Extension Schema Document. *** XBRL Taxonomy Extension Calculation Linkbase Document. *** XBRL Taxonomy Extension Definition Linkbase Document. *** XBRL Taxonomy Extension Label Linkbase Document. *** XBRL Taxonomy Extension Presentation Linkbase Document. ***

* Filed with this Form 10-Q.

39

**	Furnished with this Form 10-Q.
***	In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

40

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 thereunto duly authorized.

	BOLT TECHNOLOGY CORPORATION
Date: May 10, 2013	/s/ Raymond M. Soto
	Raymond M. Soto Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Date: May 10, 2013	/s/ Joseph Espeso
	Joseph Espeso Senior Vice President-Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

41

EXHIBIT INDEX

Exhibit  No.	Description
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).*
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).**
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).**
101.INS 101. SCH 101. CAL 101. DEF 101. LAB 101. PRE	XBRL Instance Document. *** XBRL Taxonomy Extension Schema Document. *** XBRL Taxonomy Extension Calculation Linkbase Document. *** XBRL Taxonomy Extension Definition Linkbase Document. *** XBRL Taxonomy Extension Label Linkbase Document. *** XBRL Taxonomy Extension Presentation Linkbase Document. ***

*	Filed with this Form 10-Q.
**	Furnished with this Form 10-Q.
***	In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

42

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Raymond M. Soto, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bolt Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013

/s/ Raymond M. Soto

Raymond M. Soto

Chairman of the Board and Chief

Executive Officer

2

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Joseph Espeso, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bolt Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013

/s/ Joseph Espeso

Joseph Espeso

Senior Vice President – Finance and

Chief Financial Officer

2

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bolt Technology Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond M. Soto, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2013

/s/ Raymond M. Soto

Raymond M. Soto

Chairman of the Board and Chief

Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bolt Technology Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Espeso, Senior Vice President – Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2013

/s/ Joseph Espeso

Joseph Espeso

Senior Vice President – Finance and

Chief Financial Officer

XML

SeaBotix Inc. Acquisition (Details Textual) (USD $)	3 Months Ended	6 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012		Mar. 31, 2013	Dec. 31, 2012
Business Acquisition Purchase Price Holdback Amount				$ 500,000
Goodwill Adjustment To Previously Reported Amount				301,000
Cash Acquired from Acquisition				316,000
Noncash or Part Noncash Acquisition, Accounts Receivable Acquired				1,342,000
Business Acquisition Description Of Contingent Consideration				Future earnout payments equal to 15.5% of annual gross revenues are payable if SBX generates annual gross revenues in excess of $10,000,000 and maintains a certain gross profit margin for calendar years 2013 and 2014. If the Company estimates that it is more likely than not that these future earnout payments will exceed $2,815,000, the Company would have to increase the contingent earnout liability by the anticipated additional amount of the earnout payments (up to $10,500,000).
Estimated Future Earnout Payments Percentage Of Annual Gross Revenue				15.50%
Business Acquisition Contingent Earnout Obligation Advance					2,185,000
Business Acquisition Contingent Consideration At Fair Value Earn Out Paid	$ 6,685,000	$ 1,900,000	[1]

[1] None of the goodwill is deductible for income tax purposes.

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Fair Value Measurements (Details Texual) (USD $)	3 Months Ended	6 Months Ended			12 Months Ended	27 Months Ended	9 Months Ended
	Mar. 31, 2013	Dec. 31, 2012		Jun. 30, 2011	Jun. 30, 2012	Mar. 31, 2013	Mar. 31, 2013 Fair Value, Inputs, Level 3 [Member]
Business Acquisition Contingent Consideration At Fair Value Earn Out Paid	$ 285,000	$ 1,900,000	[1]	$ 2,000,000	$ 2,500,000	$ 6,685,000	$ 2,185,000
Business Acquisition, Contingent Consideration, At Fair Value, Current	1,400,000				1,700,000	1,400,000
Business Acquisition, Contingent Consideration, At Fair Value, Noncurrent	$ 1,415,000				$ 3,300,000	$ 1,415,000

[1] The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

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Other Intangible Assets (Details Textual) (USD $)	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Jul. 01, 2007 RTS [Member]	Jan. 01, 2011 SBX [Member]
Acquired Finite And Indefinite Lived Intangible Asset, Amount			$ 1,712,000	$ 8,500,000
Intangible Assets Amortized In Straight Line Method, Value	8,787,000
Amortization of Acquired Intangible Assets	$ 741,000	$ 767,000

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Stock Options and Restricted Stock (Details) (USD $)	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Exercised - Number of shares	(53,437)	(11,250)
Options outstanding - Number of shares - Ending balance	151,675
Granted - Weighted Average Exercise Price	$ 2.58
Plan 2012 [Member]
Options outstanding - Number of shares - Beginning balance	0
Granted - Number of shares	50,000
Expired - Number of shares	0
Options outstanding - Number of shares - Ending balance	50,000
Options outstanding - Weighted Average Exercise Price - Beginning balance	$ 0
Granted - Weighted Average Exercise Price	$ 15.43
Exercised - Weighted Average Exercise Price	$ 0
Forfeitures - Weighted Average Exercise Price	$ 0
Expired - Weighted Average Exercise Price	$ 0
Options outstanding - Weighted Average Exercise Price - Ending balance	$ 15.43
Plan 2006 [Member]
Options outstanding - Number of shares - Beginning balance	180,863
Exercised - Number of shares	(53,438)
Forfeitures - Number of shares	(4,750)
Expired - Number of shares	(21,000)
Options outstanding - Number of shares - Ending balance	101,675
Options outstanding - Weighted Average Exercise Price - Beginning balance	$ 14.32
Granted - Weighted Average Exercise Price	$ 0
Exercised - Weighted Average Exercise Price	$ (11.72)
Forfeitures - Weighted Average Exercise Price	$ (17.58)
Expired - Weighted Average Exercise Price	$ (21.24)
Options outstanding - Weighted Average Exercise Price - Ending balance	$ 14.1

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Other Intangible Assets (Details) (USD $)	9 Months Ended
	Mar. 31, 2013	Jun. 30, 2012
Indefinite And Gross Finite Intangible Assets	$ 10,307,000	$ 10,276,000
Less accumulated amortization	(3,115,000)	(2,374,000)
Total other intangible assets	7,192,000	7,902,000
Trade name [Member]
Other indefinite intangible assets	1,425,000	1,425,000
Intangible Assets Weighted Average Useful Life	Indefinite
License [Member]
Other indefinite intangible assets	570,000	570,000
Finite-Lived Intangible Asset, Useful Life	5 years 6 months
Non-compete agreements [Member]
Other indefinite intangible assets	647,000	647,000
Finite-Lived Intangible Asset, Useful Life	6 years
Technology [Member]
Other indefinite intangible assets	6,170,000	6,170,000
Technology [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	6 years
Technology [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	15 years
Customer & distributor relationships [Member]
Other indefinite intangible assets	1,400,000	1,400,000
Finite-Lived Intangible Asset, Useful Life	7 years
Other [Member]
Other indefinite intangible assets	$ 95,000	$ 64,000

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Segment Information (Tables)

9 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following table provides selected financial information for each reportable segment for the three month and nine month periods ended March 31, 2013 and 2012:

	Seismic Energy Sources		Underwater Cables & Connectors		Seismic  Energy Source Controllers			Underwater Robotic Vehicles		Corporate Headquarters & Eliminations			Consolidated
Nine Months Ended March 31, 2013
Sales to external customers	$	17,263,000	$	11,964,000	$	1,845,000		$	8,849,000	$	—		$	39,921,000
Intersegment sales		—		269,000		447,000			—		(716,000	)		—
Depreciation and amortization		150,000		220,000		181,000			688,000		14,000			1,253,000
Income (loss) before income taxes		3,918,000		4,538,000		561,000			796,000		(2,711,000	)		7,102,000
Fixed asset additions		58,000		391,000		2,000			105,000		—			556,000
Three Months Ended March 31, 2013
Sales to external customers	$	4,687,000	$	3,845,000	$	252,000		$	2,459,000	$	—		$	11,243,000
Intersegment sales		—		111,000		211,000			—		(322,000	)		—
Depreciation and amortization		49,000		75,000		42,000			231,000		5,000			402,000
Income (loss) before income taxes		1,371,000		1,478,000		(1,000	)		13,000		(884,000	)		1,977,000
Fixed asset additions		4,000		28,000		—			70,000		—			102,000
Balance Sheet Data at March 31, 2013
Segment assets	$	20,283,000	$	17,118,000	$	5,824,000		$	20,619,000	$	14,791,000		$	78,635,000
Goodwill		—		7,679,000		3,278,000			6,270,000		—			17,227,000
Nine Months Ended March 31, 2012
Sales to external customers	$	14,215,000	$	10,805,000	$	1,295,000		$	10,838,000	$	—		$	37,153,000
Intersegment sales		—		143,000		330,000			—		(473,000	)		—
Depreciation and amortization		110,000		198,000		216,000			671,000		14,000			1,209,000
Income (loss) before income taxes		3,259,000		3,549,000		185,000			1,587,000		(2,519,000	)		6,061,000
Fixed asset additions		811,000		102,000		—			41,000		—			954,000
Three Months Ended March 31, 2012
Sales to external customers	$	5,408,000	$	3,872,000	$	426,000		$	3,287,000	$	—		$	12,993,000
Intersegment sales		—		45,000		127,000			—		(172,000	)		—
Depreciation and amortization		54,000		67,000		72,000			226,000		5,000			424,000
Income (loss) before income taxes		1,472,000		1,299,000		54,000			256,000		(871,000	)		2,210,000
Fixed asset additions		257,000		52,000		—			23,000		—			332,000
Balance Sheet Data at June 30, 2012
Segment assets	$	19,985,000	$	15,990,000	$	6,272,000		$	21,421,000	$	19,046,000		$	82,714,000
Goodwill		—		7,679,000		3,278,000			6,270,000		—			17,227,000

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Stock Options and Restricted Stock (Details 2)	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	151,675
June 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	18,250
August 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	16,250
November 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	3,750
November 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	7,500
November 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	16,875
January 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	39,050
January 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in shares)	50,000

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Property, Plant and Equipment (Tables)

9 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consist of the following:

	March 31, 2013			June 30, 2012
Land	$	253,000		$	253,000
Buildings		1,203,000			1,181,000
Leasehold improvements		1,215,000			1,168,000
Machinery and equipment		11,021,000			10,728,000
		13,692,000			13,330,000
Less -  accumulated depreciation		(8,788,000	)		(8,470,000	)
	$	4,904,000		$	4,860,000

Depreciation expense for the nine month periods ended March 31, 2013 and 2012 amounted to $512,000 and $442,000, respectively.

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Income Taxes (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Current:
Federal			$ 2,544,000	$ 1,757,000
State			36,000	101,000
Deferred:
Federal			(356,000)	(18,000)
State			92,000	(30,000)
Income tax expense	$ 596,000	$ 625,000	$ 2,316,000	$ 1,810,000

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Property, Plant and Equipment (Details) (USD $)	Mar. 31, 2013	Jun. 30, 2012
Land	$ 253,000	$ 253,000
Buildings	1,203,000	1,181,000
Leasehold improvements	1,215,000	1,168,000
Machinery and equipment	11,021,000	10,728,000
Property, Plant and Equipment, Gross	13,692,000	13,330,000
Less - accumulated depreciation	(8,788,000)	(8,470,000)
Property, Plant and Equipment, Net, Total	$ 4,904,000	$ 4,860,000

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SeaBotix Inc. Acquisition (Details 1) (USD $)	3 Months Ended		6 Months Ended			12 Months Ended	27 Months Ended
	Mar. 31, 2013		Dec. 31, 2012		Jun. 30, 2011	Jun. 30, 2012	Mar. 31, 2013
Balance	$ 3,100,000	[1]	$ 5,000,000		$ 5,000,000	$ 3,000,000	$ 5,000,000
Earnout paid	(285,000)		(1,900,000)	[2]	(2,000,000)	(2,500,000)	(6,685,000)
Increase to contingent earnout liability in June 2012						4,500,000
Balance	$ 2,815,000	[1]	$ 3,100,000	[1]	$ 3,000,000	$ 5,000,000	$ 2,815,000	[1]

[1] Refer to Note 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

[2] The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

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Fair Value Measurements (Details) (USD $)	Mar. 31, 2013		Dec. 31, 2012		Jun. 30, 2012	Jun. 30, 2011	Jan. 01, 2011
Balance	$ 2,815,000	[1]	$ 3,100,000	[1]	$ 5,000,000	$ 3,000,000	$ 5,000,000
Fair Value, Inputs, Level 1 [Member]
Balance	0				0
Fair Value, Inputs, Level 2 [Member]
Balance	0				0
Fair Value, Inputs, Level 3 [Member]
Balance	$ 2,815,000				$ 5,000,000

[1] Refer to Note 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

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Stockholders' Equity (Details Textual) (USD $)	Mar. 31, 2013	Jun. 30, 2012
Common stock, shares authorized	20,000,000	20,000,000
Dividends Payable, Amount Per Share	$ 0.71

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Other Intangible Assets (Details 1) (USD $)	Mar. 31, 2013
2013	$ 971,000
2014	812,000
2015	812,000
2016	812,000
2017	$ 639,000

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Inventories

9 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 4 – Inventories

Inventories consist of the following:

	March 31, 2013			June 30, 2012
Raw materials and sub-assemblies	$	15,587,000		$	15,928,000
Work-in-process		2,721,000			2,299,000
		18,308,000			18,227,000
Less – inventory valuation reserve		(648,000	)		(519,000	)
	$	17,660,000		$	17,708,000

A significant source of the Company’s revenue arises from the sale of replacement parts required by customers who have previously purchased products.  As a result, the Company maintains a large quantity of parts on hand that may not be sold or used in final assemblies for an extended period of time.  In order to recognize that certain inventory may become obsolete or that the Company may have supplies in excess of reasonably supportable sales forecasts, an inventory valuation reserve has been established.  The inventory valuation reserve is a significant estimate made by management based on experience and the exercise of professional judgment.  Actual results may differ from this estimate, and the difference could be material.

Management establishes the inventory valuation reserve by reviewing the inventory for items that should be reserved in full based on a lack of usage for a specified period of time and for which no future demand is forecasted and establishes an additional reserve for slow moving inventory based on varying percentages of the cost of the items.  The inventory valuation reserve is adjusted at the close of each accounting period, as necessary, based on management’s estimate of the valuation reserve required.  This estimate is calculated on a consistent basis as determined by the Company’s inventory valuation policy.  Increases to the inventory valuation reserve result in a charge to cost of sales, and decreases to the reserve result in a credit to cost of sales.  The inventory valuation reserve is also decreased when items are scrapped or disposed.  During the nine month period ended March 31, 2013, the inventory valuation reserve was increased by $129,000 and no items were scrapped or disposed.

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Concentrations and Contingencies (Details Textual)	9 Months Ended
	Mar. 31, 2013
Extended Term Of Payment	12 months

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Property, Plant and Equipment (Details Textual) (USD $)	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Depreciation	$ 512,000	$ 442,000

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Income Taxes (Tables)

9 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income tax expense for the nine month periods ended March 31 consists of the following:

	2013			2012
Current:
Federal	$	2,544,000		$	1,757,000
State		36,000			101,000
Deferred:
Federal		(356,000	)		(18,000	)
State		92,000			(30,000	)
Income tax expense	$	2,316,000		$	1,810,000

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

A reconciliation of the federal statutory rate to the effective tax rate reflected in the total provision for income taxes for the nine month periods ended March 31 is as follows:

	2013			2012
Federal statutory rate		34	%		34	%
Exempt income from domestic manufacturer’s deduction		(3	)		(3	)
Research and development tax credit		—			(3	)
State income taxes		—			1
Non-deductible expenses		2			1
Effective tax rate		33	%		30	%

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Accrued Expenses (Tables)

9 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued expenses consist of the following:

	March 31, 2013		June 30, 2012
Compensation and related taxes	$	575,000	$	1,133,000
Compensated absences		657,000		615,000
Commissions payable		143,000		216,000
Accrued professional fees		247,000		281,000
Customer deposits		245,000		280,000
Other		159,000		210,000
	$	2,026,000	$	2,735,000

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Stock Options and Restricted Stock (Details 1) (January 2013 Grant [Member])	3 Months Ended
	Mar. 31, 2013
January 2013 Grant [Member]
Expected dividend yield	1.90%
Stock price volatility	23.00%
Expected life (years)	5 years
Expected forfeiture rate	0.00%
Risk-free interest rate	0.80%

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Goodwill (Details) (USD $)	Mar. 31, 2013	Jun. 30, 2012
Goodwill	$ 17,227,000	$ 17,227,000
A-G [Member]
Goodwill	7,679,000	7,679,000
RTS [Member]
Goodwill	3,278,000	3,278,000
SBX [Member]
Goodwill	$ 6,270,000	$ 6,270,000

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Fair Value Measurements (Tables)

9 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

Set forth below is a summary of liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:

	Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
At March 31, 2013 — Contingent earnout liability	$	—	$	—	$	2,815,000	$	2,815,000
Liabilities
At June 30, 2012 — Contingent earnout liability	$	—	$	—	$	5,000,000	$	5,000,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Set forth below are the changes in the Level 3 liability from June 30, 2012 to March 31, 2013:

	Fair Value of Contingent Earnout
	Liability
Balance at June 30, 2012	$	5,000,000
Cash payment for achieving performance threshold		(2,185,000	)
Balance at March 31, 2013	$	2,815,000

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Stock Options and Restricted Stock (Tables)

9 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of changes in stock options during the nine month period ended March 31, 2013 is as follows: 

	2012 Plan				2006 Plan
			Weighted Average Exercise					Weighted Average Exercise
	Shares		Price		Shares			Price
Options outstanding at June 30, 2012		-	$	-		180,863		$	14.32
Granted		50,000	$	15.43		-		$	-
Exercised		-	$	-		(53,438	)	$	(11.72	)
Forfeitures		-	$	-		(4,750	)	$	(17.58	)
Expired		-	$	-		(21,000	)	$	(21.24	)
Options outstanding at March 31, 2013		50,000	$	15.43		101,675		$	14.10

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value per share of options granted in January 2013 was $2.58, as estimated on the date of grant using the Black-Scholes pricing model with the following assumptions:

	January
	2013
	Grant
Expected dividend yield		1.9	%
Stock price volatility		23	%
Expected life (years)		5 years
Expected forfeiture rate		0	%
Risk-free interest rate		0.8	%

Share Based Payment Award Options Outstanding On Each Expiration Date [Table Text Block]

The expiration dates for the outstanding options at March 31, 2013 are as follows:

Expiration Date of Option	Number of Shares
June 2013		18,250
August 2014		16,250
November 2014		3,750
November 2015		7,500
November 2016		16,875
January 2017		39,050
January 2018		50,000
Total		151,675

Schedule Of Share-Based Compensation, Other Than Stock Options, Activity [Table Text Block]

A summary of changes in unvested restricted stock awards during the nine month period ended March 31, 2013 is as follows:

	2012 Plan				2006 Plan
			Weighted Average Grant Date					Weighted Average  Grant Date
	Shares		Fair Value		Shares			Fair Value
Unvested restricted stock awards outstanding at June 30, 2012		-	$	-		95,640		$	12.14
Granted		5,200	$	14.49		27,100		$	14.89
Vested		-	$	-		(31,180	)	$	13.44
Forfeited		-	$	-		(460	)	$	11.95
Unvested restricted stock awards outstanding at March 31, 2013		5,200	$	14.49		91,100		$	12.52

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SeaBotix Inc. Acquisition

9 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 3 – SeaBotix Inc. Acquisition

The Company acquired all of the outstanding shares of capital stock of SeaBotix Inc. effective January 1, 2011. At closing, $9,500,000 was paid and a $500,000 purchase price holdback was accrued by the Company. Additional post closing earnout payments are to be made if SBX achieves certain revenue and gross profit margin thresholds during the four-year period ending December 31, 2014.

The total purchase price paid or accrued, after the measurement period adjustment of $301,000 in fiscal year 2012, consisted of the following:

Cash paid	$	9,500,000
Accrual for contingent earnout payments		5,000,000
Accrual for holdback and pro forma working capital adjustment		1,560,000
Total purchase price	$	16,060,000

The final purchase price allocation was as follows:

Net current assets, including cash acquired of $316,000 and accounts receivable of $1,342,000	$	4,963,000
Non-current assets (mainly property and equipment)		796,000
Goodwill		6,270,000	*
Other intangible assets		8,500,000
Accounts payable and accrued expenses		(1,010,000	)
Debt assumed		(539,000	)
Deferred tax liability (non-current)		(2,920,000	)
Total purchase price allocation	$	16,060,000

* None of the goodwill is deductible for income tax purposes.

In the fourth quarter of fiscal year 2012, the Company increased the contingent earnout liability by $4,500,000 and the amount was charged to the Consolidated Statement of Income. The charge is not deductible for income tax purposes and is not included in the total purchase price of $16,060,000.

The fair values of SBX’s assets and liabilities as of the acquisition date were determined based on estimates and assumptions that management believes are reasonable. During the three month period ended September 30, 2011, the preliminary estimate of goodwill relating to the SBX acquisition was increased by $301,000 from the amounts previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011. This change was due to an increase in the actual pro forma working capital adjustment over the preliminary amount included in accrued expenses at June 30, 2011. In accordance with ASC 805, “Business Combinations,” the balances for goodwill and contingent earnout liability in the Consolidated Balance Sheet for June 30, 2011 were retroactively adjusted to include the effect of this measurement period adjustment, which was based on information obtained subsequent to the acquisition date and June 30, 2011. There were no further changes to the fair values of SBX’s assets and liabilities after the $301,000 adjustment.

The estimate of fair value of SBX’s identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows either through the use of the multi-period excess earnings method or the relief-from-royalty method. Some of the more significant assumptions inherent in the development of intangible asset values include: the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, the assessment of the intangible asset’s life cycle, as well as other factors.

Set forth below is a summary of the activity in the contingent earnout liability (all amounts represent fair values) from the date of closing to March 31, 2013:

	Contingent
	Earnout
	Liability
Balance at closing	$	5,000,000
Earnout paid in fiscal year 2011		(2,000,000	)
Balance at June 30, 2011		3,000,000
Earnout paid in fiscal year 2012		(2,500,000	)
Increase to contingent earnout liability in June 2012		4,500,000
Balance at June 30, 2012 and September 30, 2012		5,000,000
Earnout paid in December 2012		(1,900,000	)*
Balance at December 31, 2012		3,100,000	**
Earnout paid in January 2013		(285,000	)
Balance at March 31, 2013	$	2,815,000	**

* The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

** Refer to Note 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

As of March 31, 2013, the Company has paid $6,685,000 in earnout payments and has an accrual of $2,815,000 to cover anticipated earnout payments over the remaining earnout period which ends on December 31, 2014.

Future earnout payments equal to 15.5% of annual gross revenues are payable if SBX generates annual gross revenues in excess of $10,000,000 and maintains a certain gross profit margin for calendar years 2013 and 2014. If the Company estimates that it is more likely than not that these future earnout payments will exceed $2,815,000, the Company would have to increase the contingent earnout liability by the anticipated additional amount of the earnout payments (up to $10,500,000).

The $2,815,000 contingent earnout liability at March 31, 2013 was estimated by the Company based upon projected SBX revenues and gross profit margin thresholds for calendar years 2013 and 2014. The $5,000,000 contingent earnout liability at June 30, 2012 was estimated by the Company based upon projected SBX revenues and gross profit margin thresholds for calendar years 2012, 2013 and 2014. Both calculations were based on an analysis using a probability approach for three performance outcomes for these years. The performance outcomes were then discounted using an appropriate discount rate commensurate with the risk associated with SBX to arrive at the fair value of the contingent earnout liability at March 31, 2013 and June 30, 2012. The Company is required to reassess the fair value of the contingent earnout liability on a recurring basis. Should a determination be made that the contingent earnout liability requires adjustment, a charge or credit will be made in the Consolidated Statement of Income in the period in which the adjustment is required.

The following table summarizes key information underlying SBX’s identifiable intangible assets related to the acquisition:

Category	Life	Amount		Annual Amortization
Tradename	Indefinite	$	1,200,000	$	-
Acquired technology	6-15 years		5,900,000		583,000
Customer and distributor relationships	7 years		1,400,000		200,000
Total		$	8,500,000	$	783,000

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Stockholders' Equity (Tables)

9 Months Ended

Mar. 31, 2013

Stockholders Equity Note [Abstract]

Schedule of Stockholders Equity [Table Text Block]

Changes in issued Common Stock and Stockholders’ Equity for the nine month period ended March 31, 2013 were as follows:

	Common Stock						Treasury Stock					Retained
	Shares			Amount			Shares		Amount			Earnings			Total
Balance June 30, 2012		8,766,333		$	31,294,000			202,075	$	(1,926,000	)	$	40,450,000		$	69,818,000
Restricted stock grants		32,300			—			—		—			—			—
Stock based compensation expense		—			564,000			—		—			—			564,000
Stock options exercised		29,930			286,000			—		—			—			286,000
Restricted stock forfeitures		(460	)		—			—		—			—			—
Tax benefit from vested restricted stock and exercise of options		—			27,000			—		—			—			27,000
Expiration of non-qualified stock options		—			(133,000	)		—		—			—			(133,000	)
Net income		—			—			—		—			4,786,000			4,786,000
Dividends declared ($0.71 per share)		—			—			—		—			(6,121,000	)		(6,121,000	)
Balance March 31, 2013		8,828,103		$	32,038,000			202,075	$	(1,926,000	)	$	39,115,000		$	69,227,000

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Inventories (Details) (USD $)	Mar. 31, 2013	Jun. 30, 2012
Raw materials and sub-assemblies	$ 15,587,000	$ 15,928,000
Work-in-process	2,721,000	2,299,000
Inventory, Gross	18,308,000	18,227,000
Less - inventory valuation reserve	(648,000)	(519,000)
Inventory, Net	$ 17,660,000	$ 17,708,000

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Fair Value Measurements (Details 1) (USD $)	3 Months Ended		6 Months Ended			12 Months Ended	27 Months Ended		9 Months Ended
	Mar. 31, 2013		Dec. 31, 2012		Jun. 30, 2011	Jun. 30, 2012	Mar. 31, 2013		Mar. 31, 2013 Fair Value, Inputs, Level 3 [Member]
Balance	$ 3,100,000	[1]	$ 5,000,000		$ 5,000,000	$ 3,000,000	$ 5,000,000		$ 5,000,000
Cash payment for achieving performance threshold	(285,000)		(1,900,000)	[2]	(2,000,000)	(2,500,000)	(6,685,000)		(2,185,000)
Balance	$ 2,815,000	[1]	$ 3,100,000	[1]	$ 3,000,000	$ 5,000,000	$ 2,815,000	[1]	$ 2,815,000

[1] Refer to Note 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

[2] The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

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CONSOLIDATED STATEMENTS OF INCOME (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Sales	$ 11,243,000	$ 12,993,000	$ 39,921,000	$ 37,153,000
Costs and Expenses:
Cost of sales	5,674,000	7,005,000	21,353,000	19,733,000
Research and development	586,000	545,000	2,024,000	1,660,000
Selling, general and administrative	3,046,000	3,263,000	9,547,000	9,816,000
Interest income	(40,000)	(30,000)	(105,000)	(117,000)
Operating Expenses, Total	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:
Basic (in dollars per share)	$ 0.16	$ 0.18	$ 0.56	$ 0.49
Diluted (in dollars per share)	$ 0.16	$ 0.18	$ 0.56	$ 0.49
Average number of common shares outstanding:
Basic (in shares)	8,625,390	8,573,443	8,602,916	8,601,505
Diluted (in shares)	8,627,439	8,574,552	8,605,041	8,605,510

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Goodwill (Details Textual)	Mar. 31, 2013
Percentage Of Goodwill On Assets	22.00%

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Basis of Presentation

9 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Accounting [Text Block]

Note 1 – Basis of Presentation

The Consolidated Balance Sheet as of March 31, 2013, the Consolidated Statements of Income for the three month and nine month periods ended March 31, 2013 and 2012 and the Consolidated Statements of Cash Flows for the nine month periods ended March 31, 2013 and 2012 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal, recurring items. Interim results are not necessarily indicative of results for a full year. These Consolidated Financial Statements (Unaudited) should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

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Stock Options and Restricted Stock (Details Textual) (USD $)	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)	750,000
Share Based Compensation Arrangement By Share Based Payment Award Option Exercisable Period	10 years
Stock or Unit Option Plan Expense	$ 184,000	$ 242,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	460,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	3 years 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 3 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	443,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares)	36,450
Share-Based Compensation Arrangement By Share-Based Payment Award, Stock Options, Vested In Period (in shares)	37,263	38,313
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested In Period, Fair Value	544,000	424,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 17.51
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term	1 year 7 months 10 days
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares)	27,100	40,300
Compensation Cost For Restricted Stock Granted, Grant Date	479,000	432,000
Restricted Stock or Unit Expense	380,000	353,000
Stock options exercised (in shares)	53,437	11,250
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options	1,002,000
Granted - Weighted Average Exercise Price	$ 2.58
Non Qualified Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares)	4,526
Qualified Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares)	31,924
Plan 2012 [Member]
Shares Vested For One Year Period	1,200
Shares Vested For Two Year Period	3,000
Shares Vested For Three Year Period	1,000
Plan 2012 [Member] | Non Employee Director [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares)	5,200
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures (in shares)	3,000
Cost To Recipient	$ 0

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Description of Business and Significant Accounting Policies (Details Textual)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Property, Plant and Equipment, Estimated Useful Lives			40 years
Tax Credit Carryforward, Description			The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Goodwill, Impaired, Facts and Circumstances Leading to Impairment			more than 50
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	18,250	62,000
Minimum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives			5 years
Maximum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives			10 years

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Description of Business and Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following is a reconciliation of basic earnings per share to diluted earnings per share for the three month and nine month periods ended March 31, 2013 and 2012:  

	Three Months Ended March 31,				Nine Months Ended March 31,
	2013		2012		2013		2012
Net income available to common stockholders	$	1,381,000	$	1,585,000	$	4,786,000	$	4,251,000
Divided by:
Weighted average common shares		8,625,390		8,573,443		8,602,916		8,601,505
Weighted average common share equivalents		2,049		1,109		2,125		4,005
Total weighted average common shares and common share equivalents		8,627,439		8,574,552		8,605,041		8,605,510
Basic earnings per share	$	0.16	$	0.18	$	0.56	$	0.49
Diluted earnings per share	$	0.16	$	0.18	$	0.56	$	0.49

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SeaBotix Inc. Acquisition (Details) (USD $)	9 Months Ended
	Mar. 31, 2013
Cash paid	$ 9,500,000
Accrual for contingent earnout payments	5,000,000
Accrual for holdback and pro forma working capital adjustment	1,560,000
Total purchase price	16,060,000
Net current assets, including cash acquired of $316,000 and accounts receivable of $1,342,000	4,963,000
Non-current assets (mainly property and equipment)	796,000
Goodwill	6,270,000	[1]
Other intangible assets	8,500,000
Accounts payable and accrued expenses	(1,010,000)
Debt assumed	(539,000)
Deferred tax liability (non-current)	(2,920,000)
Total purchase price allocation	$ 16,060,000

[1] None of the goodwill is deductible for income tax purposes.

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Inventories (Tables)

9 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following:

	March 31, 2013			June 30, 2012
Raw materials and sub-assemblies	$	15,587,000		$	15,928,000
Work-in-process		2,721,000			2,299,000
		18,308,000			18,227,000
Less – inventory valuation reserve		(648,000	)		(519,000	)
	$	17,660,000		$	17,708,000

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Description of Business and Significant Accounting Policies

9 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Description Of Business and Significant Accounting Policies [Text Block]

Note 2 – Description of Business and Significant Accounting Policies

The Company develops, manufactures and sells marine seismic data acquisition equipment and underwater remotely operated robotic vehicles, and consists of four operating units (each a separate reportable segment): Bolt Technology Corporation (“Bolt”), A-G Geophysical Products, Inc. (“A-G”), Real Time Systems Inc. (“RTS”) and SeaBotix Inc. (“SBX”). The Bolt seismic energy sources segment develops, manufactures and sells marine seismic energy sources (air guns) and replacement parts. The A-G underwater cables and connectors segment develops, manufactures and sells underwater cables, connectors, hydrophones, depth and pressure transducers and seismic source monitoring systems. The RTS seismic energy source controllers segment develops, manufactures and sells air gun controllers/synchronizers, data loggers and auxiliary equipment. The SBX underwater robotic vehicles segment develops, manufactures and sells underwater remotely operated robotic vehicles used for a variety of underwater tasks. Refer to Note 14 to Consolidated Financial Statements (Unaudited) for additional information concerning reportable segments.

Principles of Consolidation

The Consolidated Financial Statements (Unaudited) include the accounts of Bolt Technology Corporation and its subsidiary companies. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Refer to Note 13 to Consolidated Financial Statements (Unaudited) for additional information regarding concentration of cash and cash equivalent balances.

Allowance for Uncollectible Accounts

The allowance for uncollectible accounts is established through a provision for bad debts charged to expense. Accounts receivable are charged against the allowance for uncollectible accounts when the Company believes that collection of the account is unlikely. The allowance is an amount that the Company believes will be adequate to absorb estimated losses on existing accounts receivable balances based on the evaluation of their collectability and prior bad debt experience. This evaluation also takes into consideration factors such as changes in the nature and volume of the accounts receivable, overall quality of accounts receivable, review of specific problem accounts receivable, and current economic and industry conditions that may affect customers’ ability to pay. While the Company uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic and industry conditions or any other factors considered in the Company’s evaluation.

Inventories

Inventories are valued at the lower of cost or market, with cost principally determined on an average cost method that approximates the first-in, first-out method. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory. Amounts are also charged to the reserve when the Company scraps or disposes of inventory. Refer to Note 4 to Consolidated Financial Statements (Unaudited) for additional information concerning inventories.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation for financial accounting purposes is computed using the straight-line method over the estimated useful lives of 40 years for buildings, over the shorter of the term of the lease or the estimated useful life for leasehold improvements, and 5 to 10 years for machinery and equipment. Major improvements that add to the productive capacity or extend the life of an asset are capitalized, while repairs and maintenance are charged to expense as incurred. Refer to Note 5 to Consolidated Financial Statements (Unaudited) for additional information concerning property, plant and equipment.

Goodwill, Intangible Assets with Indefinite Lives and Other Long-Lived Assets

Goodwill represents the unamortized excess cost over the value of net assets acquired in business combinations. In September 2011, the Financial Accounting Standards Board issued new accounting guidance for testing goodwill for impairment. The guidance provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test.

Step one of the two-step quantitative goodwill impairment test is to compare the “fair value” of the reporting unit with its “carrying amount.” The fair value of a reporting unit is the amount that a willing party would pay to buy or sell the unit other than in a forced liquidation sale. The carrying amount of a reporting unit is total assets, including goodwill, minus total liabilities. If the fair value of a reporting unit is greater than the carrying amount, the Company considers goodwill not to be impaired. If the fair value is below the carrying amount, the Company would proceed to the next step, which is to measure the impairment loss. Any such impairment loss would be recognized in the Company’s results of operations in the period in which the impairment loss arose.

In conjunction with management’s annual review of goodwill for the year ended June 30, 2012, the Company adopted the new guidance at June 30, 2012. In accordance with the new guidance, the Company conducted an assessment of qualitative factors regarding the A-G reporting unit at June 30, 2012. The qualitative assessment indicated no impairment of the goodwill balance.

For the RTS reporting unit, the Company performed the quantitative impairment test. The estimated fair value of the RTS reporting unit was determined utilizing the capitalized cash flow method and the market price method. The capitalized cash flow method relies on historical financial performance, an estimate of the long-term growth rate in free cash flows and a determination of the weighted average cost of capital for the unit. The market price method gives consideration to the prices paid for publicly traded stocks of comparable companies. Goodwill related to the RTS acquisition was tested for impairment at June 30, 2012, and the test indicated no impairment of the goodwill balance.

Goodwill relating to the SBX acquisition was tested at December 31, 2012 using the quantitative impairment test. The estimated fair value of the SBX reporting unit was determined using the capitalized cash flow method, the market price method, and the discounted cash flow method. The discounted cash flow method relies on the estimated future cash flows that are discounted back to their present value using a risk-adjusted discount rate to arrive at an estimated value of the reporting unit. The December 31, 2012 impairment test indicated no impairment of the goodwill balance.

The Company’s reviews of A-G, RTS and SBX goodwill as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment tests were performed.

Intangible assets with indefinite lives must be tested annually, or more frequently if there are indicators of impairment, to determine if events and circumstances still justify the carrying value of such asset. The test consists of a comparison of the fair value of the asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal to the excess of the carrying amount over the fair value. Any such loss would be recognized in the period in which the impairment loss arose. The SBX intangible asset with an indefinite life was tested at December 31, 2012 using the quantitative impairment test and the test indicated no impairment. The Company reviewed the RTS and SBX intangible assets with indefinite lives at March 31, 2013 and such review did not result in any indicators of impairment, and therefore no interim impairment test was performed.

The Company’s other long-lived assets consist of property, plant and equipment, other intangible assets with definite lives and other non-current assets. The Company reviews for the impairment of these assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount is considered impaired when anticipated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any such impairment is measured based on the difference between the fair value and the carrying value of the asset and would be recognized in the Company’s results of operations in the period in which the impairment loss arose. The Company’s review as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment test was performed.

Refer to Notes 3, 6 and 7 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill and other intangible assets.

Revenue Recognition and Warranty Costs

The Company recognizes sales revenue when it is realized and earned. The Company’s reported sales revenue is based on meeting the following criteria: (1) manufacturing products based on customer specifications; (2) establishing a set sales price with the customer; (3) delivering product to the customer before the close of the reporting period, whereby delivery results in the transfer of ownership risk to the customer; (4) collecting the sales revenue from the customer is reasonably assured; and (5) no contingencies exist.

Warranty costs and product returns incurred by the Company have not been significant.

Valuation of Acquisitions

The Company allocates the amounts it pays for each acquisition to the assets it acquires and the liabilities it assumes based on estimated fair values at acquisition date. The Company determines the estimated fair values of identifiable intangible assets based on valuations that use historical information and market assumptions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The use of different valuation assumptions, including estimated cash flows and discount rates, or different estimated useful life assumptions could result in different purchase price allocations and intangible asset amortization expense in current and future periods.

Contingent Earnout Liability

The Company is obligated under an earnout arrangement to make cash payments to the former SBX stockholders if certain revenue and gross profit margin thresholds are achieved. The Company recorded a contingent earnout liability at the acquisition date at its estimated fair value, which takes into account the range and probability of projected future revenues of the acquired entity over the earnout period. The Company revalues the contingent earnout liability at the close of each accounting period and records any change in the estimated fair value in the Consolidated Statement of Income as “adjustment of contingent earnout liability.”

Increases or decreases in the fair value of the SBX contingent earnout liability can result from changes in assumed revenues, probabilities of achieving revenue and gross profit margin thresholds and discount rates. Significant judgment is used in determining the appropriateness of fair value assumptions at the acquisition date and in subsequent periods. As a result, actual contingent earnout payments can differ from estimates, and the differences could be material.

Refer to Notes 3 and 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

Income Taxes

The provision for income taxes is determined under the liability method. Deferred tax assets and liabilities are recognized based on differences between the book and tax bases of assets and liabilities using currently enacted tax rates. The provision for income taxes is the sum of the amount of income tax paid or payable for the period determined by applying the provisions of enacted tax laws to the taxable income for that period and the net change during the period in the Company’s deferred tax assets and liabilities.

The Company follows the accounting standard for accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s policy is to record any interest and penalties relating to an uncertain tax position as a component of income tax expense.

Refer to Note 9 to Consolidated Financial Statements (Unaudited) for additional information concerning the provision for income taxes and deferred tax accounts.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to inventory valuation reserves, the potential impairment of goodwill and intangible assets with indefinite lives, other long-lived assets impairment, valuation of acquisitions, contingent earnout liability and realization of deferred tax assets. Actual results could differ from those estimates and the differences could be material.

Computation of Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period including common share equivalents (which includes stock option grants) assuming dilution. Unvested shares of restricted stock are included in computing basic earnings per share because they contain rights to receive non-forfeitable dividends. The following is a reconciliation of basic earnings per share to diluted earnings per share for the three month and nine month periods ended March 31, 2013 and 2012:  

	Three Months Ended March 31,				Nine Months Ended March 31,
	2013		2012		2013		2012
Net income available to common stockholders	$	1,381,000	$	1,585,000	$	4,786,000	$	4,251,000
Divided by:
Weighted average common shares		8,625,390		8,573,443		8,602,916		8,601,505
Weighted average common share equivalents		2,049		1,109		2,125		4,005
Total weighted average common shares and common share equivalents		8,627,439		8,574,552		8,605,041		8,605,510
Basic earnings per share	$	0.16	$	0.18	$	0.56	$	0.49
Diluted earnings per share	$	0.16	$	0.18	$	0.56	$	0.49

For the three month periods ended March 31, 2013 and 2012, the calculations do not include options to acquire 18,250 shares and 62,000 shares, respectively, since the inclusion of these shares would have been anti-dilutive.

Recent Accounting Developments

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update 2012-02 (“ASU 2012-02”), Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The purpose of ASU 2012-02, which amends the guidance to Topic 350, Intangibles — Goodwill and Other, is to simplify the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU 2012-02 allows an entity to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the qualitative goodwill impairment test. The amendments in ASU 2012-02 permit an entity to first assess qualitatively whether it is more likely than not (more than 50%) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Jun. 30, 2012
ASSETS
Cash and cash equivalents	$ 20,801,000	$ 24,613,000
Accounts receivable, less allowance for uncollectible accounts of $457,000 at March 31, 2013 and $404,000 at June 30, 2012	8,868,000	8,869,000
Inventories	17,660,000	17,708,000
Deferred income taxes	551,000	391,000
Other current assets	1,186,000	889,000
Total current assets	49,066,000	52,470,000
Property, Plant and Equipment, net	4,904,000	4,860,000
Goodwill, net	17,227,000	17,227,000
Other Intangible Assets, net	7,192,000	7,902,000
Other Non-Current Assets	246,000	255,000
Total assets	78,635,000	82,714,000
LIABILITIES AND STOCKHOLDERS EQUITY
Accounts payable	1,505,000	1,890,000
Accrued expenses	2,026,000	2,735,000
Contingent earnout liability	1,400,000	1,700,000
Dividends payable	604,000	429,000
Income taxes payable	0	413,000
Total current liabilities	5,535,000	7,167,000
Non-Current Portion of Contingent Earnout Liability	1,415,000	3,300,000
Deferred Income Taxes	2,458,000	2,429,000
Total liabilities	9,408,000	12,896,000
Stockholders Equity:
Common stock	32,038,000	31,294,000
Retained earnings	39,115,000	40,450,000
Treasury stock, at cost	(1,926,000)	(1,926,000)
Total stockholders equity	69,227,000	69,818,000
Total liabilities and stockholders equity	$ 78,635,000	$ 82,714,000

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Stockholders' Equity

9 Months Ended

Mar. 31, 2013

Stockholders Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 12 - Stockholders’ Equity

Changes in issued Common Stock and Stockholders’ Equity for the nine month period ended March 31, 2013 were as follows:

	Common Stock						Treasury Stock					Retained
	Shares			Amount			Shares		Amount			Earnings			Total
Balance June 30, 2012		8,766,333		$	31,294,000			202,075	$	(1,926,000	)	$	40,450,000		$	69,818,000
Restricted stock grants		32,300			—			—		—			—			—
Stock based compensation expense		—			564,000			—		—			—			564,000
Stock options exercised		29,930			286,000			—		—			—			286,000
Restricted stock forfeitures		(460	)		—			—		—			—			—
Tax benefit from vested restricted stock and exercise of options		—			27,000			—		—			—			27,000
Expiration of non-qualified stock options		—			(133,000	)		—		—			—			(133,000	)
Net income		—			—			—		—			4,786,000			4,786,000
Dividends declared ($0.71 per share)		—			—			—		—			(6,121,000	)		(6,121,000	)
Balance March 31, 2013		8,828,103		$	32,038,000			202,075	$	(1,926,000	)	$	39,115,000		$	69,227,000

At March 31, 2013 and June 30, 2012, 20,000,000 shares of Common Stock, no par value, were authorized.

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DOCUMENT AND ENTITY INFORMATION	9 Months Ended
	Mar. 31, 2013	May 08, 2013
Entity Registrant Name	BOLT TECHNOLOGY CORP
Entity Central Index Key	0000354655
Current Fiscal Year End Date	--06-30
Entity Filer Category	Accelerated Filer
Trading Symbol	bolt
Entity Common Stock, Shares Outstanding		8,626,028
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013

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Concentrations and Contingencies

9 Months Ended

Mar. 31, 2013

Risks and Uncertainties [Abstract]

Concentrations and Contingencies [Text Block]

Note 13 – Concentrations and Contingencies

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, and trade accounts receivable.  The Company maintains substantial cash and cash equivalent balances with various financial institutions, in amounts that exceed the limit of FDIC insurance, and with U.S. industrial corporations.  The Company believes that the risk of loss associated with cash and cash equivalents is remote. The Company believes that the concentration of credit risk in its trade accounts receivable is substantially mitigated by the Company’s ongoing credit evaluation and its short collection terms.  The Company does not generally require collateral from its customers but, in certain cases, the Company does require customers to provide a letter of credit or an advance payment.  In limited cases, the Company will grant customers extended payment terms of up to 12 months.  The Company establishes an allowance for uncollectible accounts based upon factors surrounding the credit risk of specific customers.   Historically, the Company has not incurred significant credit related losses.

The Company does not hold or issue financial instruments for trading purposes, nor does it hold interest rate, leveraged or other types of derivative financial instruments.

From time to time, the Company is a party to routine litigation and proceedings that are considered part of the ordinary course of business.  The Company is not aware of any material current or pending litigation.

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CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Mar. 31, 2013	Jun. 30, 2012
Allowance for doubtful accounts (in dollars)	$ 457,000	$ 404,000

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Other Intangible Assets

9 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Note 7 – Other Intangible Assets

Other intangible assets consist of the following:

Category	Life		March 31, 2013			June 30, 2012
Trade name		Indefinite	$	1,425,000		$	1,425,000
License		5.5 years		570,000			570,000
Non-compete agreements		6 years		647,000			647,000
Technology		6 – 15 years		6,170,000			6,170,000
Customer & distributor relationships		7 years		1,400,000			1,400,000
Other		n.a.		95,000			64,000
				10,307,000			10,276,000
Less accumulated amortization				(3,115,000	)		(2,374,000	)
Total other intangible assets			$	7,192,000		$	7,902,000

Other intangible assets consist mainly of intangible assets acquired in the purchases of RTS ($1,712,000 on July 1, 2007) and SBX ($8,500,000 on January 1, 2011). The major portion of intangible assets ($8,787,000) is being amortized using the straight-line method. Intangible asset amortization for the nine month periods ended March 31, 2013 and 2012 amounted to $741,000 and $767,000, respectively. A summary of the estimated amortization expense for the next five years is as follows:

Fiscal years ended June 30,
2013	$	971,000
2014	$	812,000
2015	$	812,000
2016	$	812,000
2017	$	639,000

Refer to Notes 2 and 3 to Consolidated Financial Statements (Unaudited) for additional information concerning other intangible assets.

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Goodwill

9 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Disclosure [Text Block]

Note 6 – Goodwill

The Company’s goodwill carrying amounts relate to the acquisitions of A-G, RTS and SBX. A-G, RTS and SBX are three reporting units under ASC 350, “Intangibles — Goodwill and Other.” Bolt, the parent of A-G, RTS and SBX, is a fourth reporting unit and has no goodwill.

The composition of the net goodwill balance at March 31, 2013 and June 30, 2012 is as follows:

A-G	$	7,679,000
RTS		3,278,000
SBX		6,270,000
	$	17,227,000

Goodwill represents approximately 22% of the Company’s total assets at March 31, 2013 and thus the evaluation of goodwill impairment is a significant estimate by management. Even if management’s estimate was incorrect, it would not result in a cash outlay because the goodwill amounts arose out of acquisition accounting.

Refer to Notes 2 and 3 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill.

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SeaBotix Inc. Acquisition (Tables)

9 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The total purchase price paid or accrued, after the measurement period adjustment of $301,000 in fiscal year 2012, consisted of the following:

Cash paid	$	9,500,000
Accrual for contingent earnout payments		5,000,000
Accrual for holdback and pro forma working capital adjustment		1,560,000
Total purchase price	$	16,060,000

The final purchase price allocation was as follows:

Net current assets, including cash acquired of $316,000 and accounts receivable of $1,342,000	$	4,963,000
Non-current assets (mainly property and equipment)		796,000
Goodwill		6,270,000	*
Other intangible assets		8,500,000
Accounts payable and accrued expenses		(1,010,000	)
Debt assumed		(539,000	)
Deferred tax liability (non-current)		(2,920,000	)
Total purchase price allocation	$	16,060,000

* None of the goodwill is deductible for income tax purposes.

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

Set forth below is a summary of the activity in the contingent earnout liability (all amounts represent fair values) from the date of closing to March 31, 2013:

	Contingent
	Earnout
	Liability
Balance at closing	$	5,000,000
Earnout paid in fiscal year 2011		(2,000,000	)
Balance at June 30, 2011		3,000,000
Earnout paid in fiscal year 2012		(2,500,000	)
Increase to contingent earnout liability in June 2012		4,500,000
Balance at June 30, 2012 and September 30, 2012		5,000,000
Earnout paid in December 2012		(1,900,000	)*
Balance at December 31, 2012		3,100,000	**
Earnout paid in January 2013		(285,000	)
Balance at March 31, 2013	$	2,815,000	**

* The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

** Refer to Note 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

Schedule of Intangible Assets and Goodwill [Table Text Block]

The following table summarizes key information underlying SBX’s identifiable intangible assets related to the acquisition:

Category	Life	Amount		Annual Amortization
Tradename	Indefinite	$	1,200,000	$	-
Acquired technology	6-15 years		5,900,000		583,000
Customer and distributor relationships	7 years		1,400,000		200,000
Total		$	8,500,000	$	783,000

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Segment Information

9 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 14 – Segment Information 

The Company has four reportable segments aligned with each of the Company’s product lines in accordance with ASC 280, “Segment Reporting.”   

The following table provides selected financial information for each reportable segment for the three month and nine month periods ended March 31, 2013 and 2012:

	Seismic Energy Sources		Underwater Cables & Connectors		Seismic  Energy Source Controllers			Underwater Robotic Vehicles		Corporate Headquarters & Eliminations			Consolidated
Nine Months Ended March 31, 2013
Sales to external customers	$	17,263,000	$	11,964,000	$	1,845,000		$	8,849,000	$	—		$	39,921,000
Intersegment sales		—		269,000		447,000			—		(716,000	)		—
Depreciation and amortization		150,000		220,000		181,000			688,000		14,000			1,253,000
Income (loss) before income taxes		3,918,000		4,538,000		561,000			796,000		(2,711,000	)		7,102,000
Fixed asset additions		58,000		391,000		2,000			105,000		—			556,000
Three Months Ended March 31, 2013
Sales to external customers	$	4,687,000	$	3,845,000	$	252,000		$	2,459,000	$	—		$	11,243,000
Intersegment sales		—		111,000		211,000			—		(322,000	)		—
Depreciation and amortization		49,000		75,000		42,000			231,000		5,000			402,000
Income (loss) before income taxes		1,371,000		1,478,000		(1,000	)		13,000		(884,000	)		1,977,000
Fixed asset additions		4,000		28,000		—			70,000		—			102,000
Balance Sheet Data at March 31, 2013
Segment assets	$	20,283,000	$	17,118,000	$	5,824,000		$	20,619,000	$	14,791,000		$	78,635,000
Goodwill		—		7,679,000		3,278,000			6,270,000		—			17,227,000
Nine Months Ended March 31, 2012
Sales to external customers	$	14,215,000	$	10,805,000	$	1,295,000		$	10,838,000	$	—		$	37,153,000
Intersegment sales		—		143,000		330,000			—		(473,000	)		—
Depreciation and amortization		110,000		198,000		216,000			671,000		14,000			1,209,000
Income (loss) before income taxes		3,259,000		3,549,000		185,000			1,587,000		(2,519,000	)		6,061,000
Fixed asset additions		811,000		102,000		—			41,000		—			954,000
Three Months Ended March 31, 2012
Sales to external customers	$	5,408,000	$	3,872,000	$	426,000		$	3,287,000	$	—		$	12,993,000
Intersegment sales		—		45,000		127,000			—		(172,000	)		—
Depreciation and amortization		54,000		67,000		72,000			226,000		5,000			424,000
Income (loss) before income taxes		1,472,000		1,299,000		54,000			256,000		(871,000	)		2,210,000
Fixed asset additions		257,000		52,000		—			23,000		—			332,000
Balance Sheet Data at June 30, 2012
Segment assets	$	19,985,000	$	15,990,000	$	6,272,000		$	21,421,000	$	19,046,000		$	82,714,000
Goodwill		—		7,679,000		3,278,000			6,270,000		—			17,227,000

The Company does not allocate income taxes to its segments.  

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Fair Value Measurements

9 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements Disclosure [Text Block]

Note 10 — Fair Value Measurements

Pursuant to the accounting guidance for fair value measurements, fair value is defined as the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the asset or liability would transact and considers assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

Under fair value accounting guidance, there is a three-tier fair value hierarchy to prioritize the inputs used in measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions.

The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

• Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.

• Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.

• Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

Set forth below is a summary of liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:

	Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
At March 31, 2013 — Contingent earnout liability	$	—	$	—	$	2,815,000	$	2,815,000
Liabilities
At June 30, 2012 — Contingent earnout liability	$	—	$	—	$	5,000,000	$	5,000,000

This liability at June 30, 2012 relates to the estimated fair value of earnout payments to former SeaBotix Inc. stockholders for calendar years 2012, 2013 and 2014. The liability at March 31, 2013 relates to estimated payments for calendar years 2013 and 2014. The current and non-current portion of the contingent earnout liability at March 31, 2013 are $1,400,000 and $1,415,000, respectively. Refer to Note 3 to Consolidated Financial Statements (Unaudited) for SeaBotix Inc. acquisition information.

Set forth below are the changes in the Level 3 liability from June 30, 2012 to March 31, 2013:

	Fair Value of Contingent Earnout
	Liability
Balance at June 30, 2012	$	5,000,000
Cash payment for achieving performance threshold		(2,185,000	)
Balance at March 31, 2013	$	2,815,000

The earnout payment of $1,900,000 paid in December 2012 was a partial payment of the contingent earnout liability for calendar year 2012 of $2,185,000. The remaining calendar year 2012 contingent earnout obligation of $285,000 was paid in January 2013.

The Company determined the fair value of the contingent earnout liability using a probability weighted approach. The principal inputs to the approach include expectations of SBX’s revenues over the earnout period and the probability of achieving required gross profit margin thresholds using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent liability is classified within Level 3 of the fair value hierarchy.

Fair values of accounts receivable, accounts payable, accrued expenses, dividends payable and income tax payable reflected in the March 31, 2013 and June 30, 2012 Consolidated Balance Sheets approximate carrying values at those dates.

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Stockholders' Equity (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Balance			$ 69,818,000
Restricted stock grants			0
Stock based compensation expense			564,000
Exercise of stock options			286,000
Tax benefit from vested restricted stock and exercise of options			27,000
Expiration Of Non-Qualified Stock Options			(133,000)
Net income	1,381,000	1,585,000	4,786,000	4,251,000
Dividends declared ($0.71 per share)			(6,121,000)
Balance	69,227,000		69,227,000
Common Stock [Member]
Balance			31,294,000
Balance (in shares)			8,766,333
Restricted stock grants			0
Restricted stock grants (in shares)			32,300
Stock based compensation expense			564,000
Exercise of stock options			286,000
Stock options exercised (in shares)			29,930
Restricted stock forfeitures (in shares)			(460)
Tax benefit from vested restricted stock and exercise of options			27,000
Expiration Of Non-Qualified Stock Options			(133,000)
Net income			0
Dividends declared ($0.71 per share)			0
Balance	32,038,000		32,038,000
Balance (in shares)	8,828,103		8,828,103
Treasury Stock [Member]
Balance			(1,926,000)
Balance (in shares)			202,075
Restricted stock grants			0
Restricted stock grants (in shares)			0
Stock based compensation expense			0
Exercise of stock options			0
Stock options exercised (in shares)			0
Tax benefit from vested restricted stock and exercise of options			0
Net income			0
Dividends declared ($0.71 per share)			0
Balance	(1,926,000)		(1,926,000)
Balance (in shares)	202,075		202,075
Retained Earnings [Member]
Balance			40,450,000
Restricted stock grants			0
Stock based compensation expense			0
Exercise of stock options			0
Tax benefit from vested restricted stock and exercise of options			0
Net income			4,786,000
Dividends declared ($0.71 per share)			(6,121,000)
Balance	$ 39,115,000		$ 39,115,000

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Accrued Expenses

9 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 8 – Accrued Expenses

Accrued expenses consist of the following:

	March 31, 2013		June 30, 2012
Compensation and related taxes	$	575,000	$	1,133,000
Compensated absences		657,000		615,000
Commissions payable		143,000		216,000
Accrued professional fees		247,000		281,000
Customer deposits		245,000		280,000
Other		159,000		210,000
	$	2,026,000	$	2,735,000

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Income Taxes

9 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 9 – Income Taxes

Income tax expense for the nine month periods ended March 31 consists of the following:

	2013			2012
Current:
Federal	$	2,544,000		$	1,757,000
State		36,000			101,000
Deferred:
Federal		(356,000	)		(18,000	)
State		92,000			(30,000	)
Income tax expense	$	2,316,000		$	1,810,000

A reconciliation of the federal statutory rate to the effective tax rate reflected in the total provision for income taxes for the nine month periods ended March 31 is as follows:

	2013			2012
Federal statutory rate		34	%		34	%
Exempt income from domestic manufacturer’s deduction		(3	)		(3	)
Research and development tax credit		—			(3	)
State income taxes		—			1
Non-deductible expenses		2			1
Effective tax rate		33	%		30	%

ASC 740, “Income Taxes,” requires the Company to review all open tax years in all tax jurisdictions to determine if there are any uncertain income tax positions that require recognition in the Company’s financial statements, including any penalties and interest, based on the “more-likely-than-not” criterion.  Based on its review, the Company has concluded that there were no significant income tax positions that would require the recording of additional income taxes or the recognition of any tax benefit in the Company’s financial statements at March 31, 2013.  There were no unallocated tax reserves at March 31, 2013.  The Company’s policy is to record any interest and penalties as a component of income tax expense.  The Company’s federal income tax returns for fiscal years prior to fiscal year 2008 are no longer subject to examination by the Internal Revenue Service.

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Stock Options and Restricted Stock

9 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 11 – Stock Options and Restricted Stock

The Company recognizes compensation costs for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.”

The Bolt Technology Corporation 2012 Stock Incentive Plan (the “2012 Plan”) was approved by the Company’s stockholders at the November 20, 2012 Annual Meeting of Stockholders. The 2012 Plan replaced the Company’s Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “2006 Plan”). No new grants may be made under the 2006 Plan, but stock option and restricted stock grants awarded prior to the effective date of the 2012 Plan continue in effect.

The 2012 Plan provides that 750,000 shares of Common Stock may be used for equity awards under the 2012 Plan of either stock options or restricted stock grants or any combination thereof. Stock options granted under the 2012 Plan can become vested over, and can be exercisable for, a period of up to ten years. Under the 2012 Plan, non-qualified or compensatory stock options may be granted and awards of restricted stock may be made to non-employee directors at the discretion of the stock option committee, for up to a combined annual maximum of 3,000 shares of Common Stock per non-employee director. Under the terms of the 2012 Plan, no stock options or restricted stock can be granted subsequent to June 30, 2022.

Stock Options

For the nine month periods ended March 31, 2013 and 2012, stock option compensation expense, which is a non-cash item, was $184,000 and $242,000, respectively. Unrecognized compensation expense for stock options at March 31, 2013 amounted to $460,000 and the weighted average period for recognizing this expense is 3.2 years.

A summary of changes in stock options during the nine month period ended March 31, 2013 is as follows: 

	2012 Plan				2006 Plan
			Weighted Average Exercise					Weighted Average Exercise
	Shares		Price		Shares			Price
Options outstanding at June 30, 2012		-	$	-		180,863		$	14.32
Granted		50,000	$	15.43		-		$	-
Exercised		-	$	-		(53,438	)	$	(11.72	)
Forfeitures		-	$	-		(4,750	)	$	(17.58	)
Expired		-	$	-		(21,000	)	$	(21.24	)
Options outstanding at March 31, 2013		50,000	$	15.43		101,675		$	14.10

During the nine month period ended March 31, 2013, stock option grants for 50,000 shares were awarded in January 2013 under the 2012 Plan. The fair value per share of options granted in January 2013 was $2.58, as estimated on the date of grant using the Black-Scholes pricing model with the following assumptions:

	January
	2013
	Grant
Expected dividend yield		1.9	%
Stock price volatility		23	%
Expected life (years)		5 years
Expected forfeiture rate		0	%
Risk-free interest rate		0.8	%

At March 31, 2013, the aggregate intrinsic value for outstanding options was $443,000 because the market price of the Company’s Common Stock at March 31, 2013 was higher than the weighted average exercise price of such options.

The weighted average remaining contractual life of options outstanding at March 31, 2013 was 3.3 years.

The expiration dates for the outstanding options at March 31, 2013 are as follows:

Expiration Date of Option	Number of Shares
June 2013		18,250
August 2014		16,250
November 2014		3,750
November 2015		7,500
November 2016		16,875
January 2017		39,050
January 2018		50,000
Total		151,675

Options exercisable at March 31, 2013, totaled 36,450 shares, consisting of 4,526 non-qualified and 31,924 qualified options.

During the nine month periods ended March 31, 2013 and 2012, the fair value of options that vested was $544,000 (37,263 shares) and $424,000 (38,313 shares), respectively. During the nine month periods ended March 31, 2013 and 2012, 53,437 and 11,250 options were exercised, respectively. The weighted average exercise price of exercisable options as of March 31, 2013 was $17.51. At March 31, 2013, there was no intrinsic value of exercisable options because the market price of the Company’s Common Stock at March 31, 2013 was lower than the weighted average exercise price of exercisable options. The weighted average remaining contractual life of exercisable options at March 31, 2013 was 1.6 years.

Restricted Stock

During the nine month periods ended March 31, 2013 and 2012, 27,100 and 40,300 shares, respectively, of restricted stock were granted under the 2006 Plan. These shares vest over a five year period and the cost to recipients is zero.  

During the nine month period ended March 31, 2013, 5,200 shares of restricted stock were granted under the 2012 Plan. Of these shares, 1,200, 3,000 and 1,000 shares vest over a three-year period, one-year period and five-year period, respectively, and the cost to recipients is zero.

The aggregate compensation cost for restricted stock granted during the nine month periods ended March 31, 2013 and 2012 was $479,000 and $432,000, respectively, as of the grant dates.  This compensation expense, which is a non-cash item, is being recognized in the Company’s financial statements over the vesting period of each restricted stock grant.  

Restricted stock compensation expense was $380,000 and $353,000 for the nine month periods ended March 31, 2013 and 2012, respectively.  Unrecognized compensation expense for restricted stock at March 31, 2013 amounted to $1,002,000.

A summary of changes in unvested restricted stock awards during the nine month period ended March 31, 2013 is as follows:

	2012 Plan				2006 Plan
			Weighted Average Grant Date					Weighted Average  Grant Date
	Shares		Fair Value		Shares			Fair Value
Unvested restricted stock awards outstanding at June 30, 2012		-	$	-		95,640		$	12.14
Granted		5,200	$	14.49		27,100		$	14.89
Vested		-	$	-		(31,180	)	$	13.44
Forfeited		-	$	-		(460	)	$	11.95
Unvested restricted stock awards outstanding at March 31, 2013		5,200	$	14.49		91,100		$	12.52

Tax Deduction

The Company receives a tax deduction for certain stock option exercises when the options are exercised, generally for the excess of the fair value over the exercise price of the option.  The Company also receives a tax deduction and/or liability when restricted stock vests based on the difference between the fair value at the grant date versus the vesting date. The tax benefit and/or liability from the exercise of stock options and/or the vesting of restricted stock are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

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Subsequent Event (Details Textual) (USD $)	Mar. 31, 2013
Dividends Payable, Amount Per Share	$ 0.71
Subsequent Event [Member]
Dividends Payable, Amount Per Share	$ 0.07

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Segment Information (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Jun. 30, 2012
Sales to external customers	$ 11,243,000	$ 12,993,000	$ 39,921,000	$ 37,153,000
Intersegment sales	0	0	0	0
Depreciation and amortization	402,000	424,000	1,253,000	1,209,000
Income (loss) before income taxes	1,977,000	2,210,000	7,102,000	6,061,000
Fixed asset additions	102,000	332,000	556,000	954,000
Segment assets	78,635,000		78,635,000		82,714,000
Goodwill	17,227,000		17,227,000		17,227,000
Seismic Energy Sources [Member]
Sales to external customers	4,687,000	5,408,000	17,263,000	14,215,000
Intersegment sales	0	0	0	0
Depreciation and amortization	49,000	54,000	150,000	110,000
Income (loss) before income taxes	1,371,000	1,472,000	3,918,000	3,259,000
Fixed asset additions	4,000	257,000	58,000	811,000
Segment assets	20,283,000		20,283,000		19,985,000
Goodwill	0		0		0
Underwater Cables and Connectors [Member]
Sales to external customers	3,845,000	3,872,000	11,964,000	10,805,000
Intersegment sales	111,000	45,000	269,000	143,000
Depreciation and amortization	75,000	67,000	220,000	198,000
Income (loss) before income taxes	1,478,000	1,299,000	4,538,000	3,549,000
Fixed asset additions	28,000	52,000	391,000	102,000
Segment assets	17,118,000		17,118,000		15,990,000
Goodwill	7,679,000		7,679,000		7,679,000
Seismic Energy Source Controllers [Member]
Sales to external customers	252,000	426,000	1,845,000	1,295,000
Intersegment sales	211,000	127,000	447,000	330,000
Depreciation and amortization	42,000	72,000	181,000	216,000
Income (loss) before income taxes	(1,000)	54,000	561,000	185,000
Fixed asset additions	0	0	2,000	0
Segment assets	5,824,000		5,824,000		6,272,000
Goodwill	3,278,000		3,278,000		3,278,000
Underwater Robotic Vehicles [Member]
Sales to external customers	2,459,000	3,287,000	8,849,000	10,838,000
Intersegment sales	0	0	0	0
Depreciation and amortization	231,000	226,000	688,000	671,000
Income (loss) before income taxes	13,000	256,000	796,000	1,587,000
Fixed asset additions	70,000	23,000	105,000	41,000
Segment assets	20,619,000		20,619,000		21,421,000
Goodwill	6,270,000		6,270,000		6,270,000
Corporate Headquarters and Eliminations [Member]
Sales to external customers	0	0	0	0
Intersegment sales	(322,000)	(172,000)	(716,000)	(473,000)
Depreciation and amortization	5,000	5,000	14,000	14,000
Income (loss) before income taxes	(884,000)	(871,000)	(2,711,000)	(2,519,000)
Fixed asset additions	0	0	0	0
Segment assets	14,791,000		14,791,000		19,046,000
Goodwill	$ 0		$ 0		$ 0

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Description of Business and Significant Accounting Policies (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Net income available to common stockholders	$ 1,381,000	$ 1,585,000	$ 4,786,000	$ 4,251,000
Weighted average common shares (in shares)	8,625,390	8,573,443	8,602,916	8,601,505
Weighted average common share equivalents (in shares)	2,049	1,109	2,125	4,005
Total weighted average common shares and common share equivalents (in shares)	8,627,439	8,574,552	8,605,041	8,605,510
Basic earnings per share (in dollars per share)	$ 0.16	$ 0.18	$ 0.56	$ 0.49
Diluted earnings per share (in dollars per share)	$ 0.16	$ 0.18	$ 0.56	$ 0.49

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Income Taxes (Details 1)	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Federal statutory rate	34.00%	34.00%
Exempt income from domestic manufacturer's deduction	(3.00%)	(3.00%)
Research and development tax credit	0.00%	(3.00%)
State income taxes	0.00%	1.00%
Non-deductible expenses	2.00%	1.00%
Effective tax rate	33.00%	30.00%

XML

Description of Business and Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The Consolidated Financial Statements (Unaudited) include the accounts of Bolt Technology Corporation and its subsidiary companies. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Refer to Note 13 to Consolidated Financial Statements (Unaudited) for additional information regarding concentration of cash and cash equivalent balances.

Allowance For Doubtful Accounts [Policy Text Block]

Allowance for Uncollectible Accounts

The allowance for uncollectible accounts is established through a provision for bad debts charged to expense. Accounts receivable are charged against the allowance for uncollectible accounts when the Company believes that collection of the account is unlikely. The allowance is an amount that the Company believes will be adequate to absorb estimated losses on existing accounts receivable balances based on the evaluation of their collectability and prior bad debt experience. This evaluation also takes into consideration factors such as changes in the nature and volume of the accounts receivable, overall quality of accounts receivable, review of specific problem accounts receivable, and current economic and industry conditions that may affect customers’ ability to pay. While the Company uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic and industry conditions or any other factors considered in the Company’s evaluation.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are valued at the lower of cost or market, with cost principally determined on an average cost method that approximates the first-in, first-out method. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory. Amounts are also charged to the reserve when the Company scraps or disposes of inventory. Refer to Note 4 to Consolidated Financial Statements (Unaudited) for additional information concerning inventories.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation for financial accounting purposes is computed using the straight-line method over the estimated useful lives of 40 years for buildings, over the shorter of the term of the lease or the estimated useful life for leasehold improvements, and 5 to 10 years for machinery and equipment. Major improvements that add to the productive capacity or extend the life of an asset are capitalized, while repairs and maintenance are charged to expense as incurred. Refer to Note 5 to Consolidated Financial Statements (Unaudited) for additional information concerning property, plant and equipment.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill, Intangible Assets with Indefinite Lives and Other Long-Lived Assets

Goodwill represents the unamortized excess cost over the value of net assets acquired in business combinations. In September 2011, the Financial Accounting Standards Board issued new accounting guidance for testing goodwill for impairment. The guidance provides the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether an entity chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test.

Step one of the two-step quantitative goodwill impairment test is to compare the “fair value” of the reporting unit with its “carrying amount.” The fair value of a reporting unit is the amount that a willing party would pay to buy or sell the unit other than in a forced liquidation sale. The carrying amount of a reporting unit is total assets, including goodwill, minus total liabilities. If the fair value of a reporting unit is greater than the carrying amount, the Company considers goodwill not to be impaired. If the fair value is below the carrying amount, the Company would proceed to the next step, which is to measure the impairment loss. Any such impairment loss would be recognized in the Company’s results of operations in the period in which the impairment loss arose.

In conjunction with management’s annual review of goodwill for the year ended June 30, 2012, the Company adopted the new guidance at June 30, 2012. In accordance with the new guidance, the Company conducted an assessment of qualitative factors regarding the A-G reporting unit at June 30, 2012. The qualitative assessment indicated no impairment of the goodwill balance.

For the RTS reporting unit, the Company performed the quantitative impairment test. The estimated fair value of the RTS reporting unit was determined utilizing the capitalized cash flow method and the market price method. The capitalized cash flow method relies on historical financial performance, an estimate of the long-term growth rate in free cash flows and a determination of the weighted average cost of capital for the unit. The market price method gives consideration to the prices paid for publicly traded stocks of comparable companies. Goodwill related to the RTS acquisition was tested for impairment at June 30, 2012, and the test indicated no impairment of the goodwill balance.

Goodwill relating to the SBX acquisition was tested at December 31, 2012 using the quantitative impairment test. The estimated fair value of the SBX reporting unit was determined using the capitalized cash flow method, the market price method, and the discounted cash flow method. The discounted cash flow method relies on the estimated future cash flows that are discounted back to their present value using a risk-adjusted discount rate to arrive at an estimated value of the reporting unit. The December 31, 2012 impairment test indicated no impairment of the goodwill balance.

The Company’s reviews of A-G, RTS and SBX goodwill as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment tests were performed.

Intangible assets with indefinite lives must be tested annually, or more frequently if there are indicators of impairment, to determine if events and circumstances still justify the carrying value of such asset. The test consists of a comparison of the fair value of the asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized equal to the excess of the carrying amount over the fair value. Any such loss would be recognized in the period in which the impairment loss arose. The SBX intangible asset with an indefinite life was tested at December 31, 2012 using the quantitative impairment test and the test indicated no impairment. The Company reviewed the RTS and SBX intangible assets with indefinite lives at March 31, 2013 and such review did not result in any indicators of impairment, and therefore no interim impairment test was performed.

The Company’s other long-lived assets consist of property, plant and equipment, other intangible assets with definite lives and other non-current assets. The Company reviews for the impairment of these assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount is considered impaired when anticipated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any such impairment is measured based on the difference between the fair value and the carrying value of the asset and would be recognized in the Company’s results of operations in the period in which the impairment loss arose. The Company’s review as of March 31, 2013 did not result in any indicators of impairment, and therefore no impairment test was performed.

Refer to Notes 3, 6 and 7 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill and other intangible assets.

Revenue Recognition and Warranty Costs [Policy Text Block]

Revenue Recognition and Warranty Costs

The Company recognizes sales revenue when it is realized and earned. The Company’s reported sales revenue is based on meeting the following criteria: (1) manufacturing products based on customer specifications; (2) establishing a set sales price with the customer; (3) delivering product to the customer before the close of the reporting period, whereby delivery results in the transfer of ownership risk to the customer; (4) collecting the sales revenue from the customer is reasonably assured; and (5) no contingencies exist.

Warranty costs and product returns incurred by the Company have not been significant.

Valuation Of Acquisitions [Policy Text Block]

Valuation of Acquisitions

The Company allocates the amounts it pays for each acquisition to the assets it acquires and the liabilities it assumes based on estimated fair values at acquisition date. The Company determines the estimated fair values of identifiable intangible assets based on valuations that use historical information and market assumptions. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. The use of different valuation assumptions, including estimated cash flows and discount rates, or different estimated useful life assumptions could result in different purchase price allocations and intangible asset amortization expense in current and future periods.

Contingent Earnout Liability Policy [Policy Text Block]

Contingent Earnout Liability

The Company is obligated under an earnout arrangement to make cash payments to the former SBX stockholders if certain revenue and gross profit margin thresholds are achieved. The Company recorded a contingent earnout liability at the acquisition date at its estimated fair value, which takes into account the range and probability of projected future revenues of the acquired entity over the earnout period. The Company revalues the contingent earnout liability at the close of each accounting period and records any change in the estimated fair value in the Consolidated Statement of Income as “adjustment of contingent earnout liability.”

Increases or decreases in the fair value of the SBX contingent earnout liability can result from changes in assumed revenues, probabilities of achieving revenue and gross profit margin thresholds and discount rates. Significant judgment is used in determining the appropriateness of fair value assumptions at the acquisition date and in subsequent periods. As a result, actual contingent earnout payments can differ from estimates, and the differences could be material.

Refer to Notes 3 and 10 to Consolidated Financial Statements (Unaudited) for further information concerning the SBX contingent earnout liability.

Income Tax, Policy [Policy Text Block]

Income Taxes

The provision for income taxes is determined under the liability method. Deferred tax assets and liabilities are recognized based on differences between the book and tax bases of assets and liabilities using currently enacted tax rates. The provision for income taxes is the sum of the amount of income tax paid or payable for the period determined by applying the provisions of enacted tax laws to the taxable income for that period and the net change during the period in the Company’s deferred tax assets and liabilities.

The Company follows the accounting standard for accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s policy is to record any interest and penalties relating to an uncertain tax position as a component of income tax expense.

Refer to Note 9 to Consolidated Financial Statements (Unaudited) for additional information concerning the provision for income taxes and deferred tax accounts.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to inventory valuation reserves, the potential impairment of goodwill and intangible assets with indefinite lives, other long-lived assets impairment, valuation of acquisitions, contingent earnout liability and realization of deferred tax assets. Actual results could differ from those estimates and the differences could be material.

Earnings Per Share, Policy [Policy Text Block]

Computation of Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period including common share equivalents (which includes stock option grants) assuming dilution. Unvested shares of restricted stock are included in computing basic earnings per share because they contain rights to receive non-forfeitable dividends. The following is a reconciliation of basic earnings per share to diluted earnings per share for the three month and nine month periods ended March 31, 2013 and 2012:  

	Three Months Ended March 31,				Nine Months Ended March 31,
	2013		2012		2013		2012
Net income available to common stockholders	$	1,381,000	$	1,585,000	$	4,786,000	$	4,251,000
Divided by:
Weighted average common shares		8,625,390		8,573,443		8,602,916		8,601,505
Weighted average common share equivalents		2,049		1,109		2,125		4,005
Total weighted average common shares and common share equivalents		8,627,439		8,574,552		8,605,041		8,605,510
Basic earnings per share	$	0.16	$	0.18	$	0.56	$	0.49
Diluted earnings per share	$	0.16	$	0.18	$	0.56	$	0.49

For the three month periods ended March 31, 2013 and 2012, the calculations do not include options to acquire 18,250 shares and 62,000 shares, respectively, since the inclusion of these shares would have been anti-dilutive.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Developments

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update 2012-02 (“ASU 2012-02”), Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The purpose of ASU 2012-02, which amends the guidance to Topic 350, Intangibles — Goodwill and Other, is to simplify the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU 2012-02 allows an entity to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the qualitative goodwill impairment test. The amendments in ASU 2012-02 permit an entity to first assess qualitatively whether it is more likely than not (more than 50%) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.

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Goodwill (Tables)

9 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The composition of the net goodwill balance at March 31, 2013 and June 30, 2012 is as follows:

A-G	$	7,679,000
RTS		3,278,000
SBX		6,270,000
	$	17,227,000

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Accrued Expenses (Details) (USD $)	Mar. 31, 2013	Jun. 30, 2012
Accrued expenses	$ 2,026,000	$ 2,735,000
Compensation and related taxes [Member]
Accrued expenses	575,000	1,133,000
Compensated absences [Member]
Accrued expenses	657,000	615,000
Commissions payable [Member]
Accrued expenses	143,000	216,000
Accrued professional fees [Member]
Accrued expenses	247,000	281,000
Customer deposits [Member]
Accrued expenses	245,000	280,000
Other [Member]
Accrued expenses	$ 159,000	$ 210,000

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Inventories (Details Textual) (Inventory Valuation Reserve [Member], USD $)	9 Months Ended
	Mar. 31, 2013
Inventory Valuation Reserve [Member]
Valuation Allowances and Reserves, Recoveries	$ 129,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows From Operating Activities:
Net income	$ 4,786,000	$ 4,251,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,253,000	1,209,000
Deferred income taxes	(264,000)	(48,000)
Stock-based compensation expense	564,000	595,000
Change in operating assets and liabilities:
Accounts receivable	1,000	(1,278,000)
Inventories	48,000	(1,827,000)
Other assets	(297,000)	(212,000)
Accounts payable	(385,000)	857,000
Accrued expenses	(709,000)	(13,000)
Income taxes payable	(413,000)	15,000
Net cash provided by operating activities	4,584,000	3,549,000
Cash Flows From Investing Activities:
Purchase of SeaBotix Inc.	(2,185,000)	(4,060,000)
Capital expenditures and other non-current assets	(578,000)	(936,000)
Net cash used by investing activities	(2,763,000)	(4,996,000)
Cash Flows From Financing Activities:
Dividends paid	(5,946,000)	(8,576,000)
Purchases of treasury stock	0	(966,000)
Exercise of stock options	286,000	79,000
Tax benefit from vested restricted stock and stock options exercised	27,000	17,000
Net cash used by financing activities	(5,633,000)	(9,446,000)
Net decrease in cash and cash equivalents	(3,812,000)	(10,893,000)
Cash and cash equivalents at beginning of period	24,613,000	31,683,000
Cash and cash equivalents at end of period	20,801,000	20,790,000
Supplemental Disclosure of Cash Flow Information:
Income taxes paid	$ 3,128,000	$ 1,629,000

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Property, Plant And Equipment

9 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 5 – Property, Plant and Equipment

Property, plant and equipment consist of the following:

	March 31, 2013			June 30, 2012
Land	$	253,000		$	253,000
Buildings		1,203,000			1,181,000
Leasehold improvements		1,215,000			1,168,000
Machinery and equipment		11,021,000			10,728,000
		13,692,000			13,330,000
Less -  accumulated depreciation		(8,788,000	)		(8,470,000	)
	$	4,904,000		$	4,860,000

Depreciation expense for the nine month periods ended March 31, 2013 and 2012 amounted to $512,000 and $442,000, respectively.

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Stock Options and Restricted Stock (Details 3) (USD $)	9 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Plan 2012 [Member]
Unvested restricted stock awards outstanding - Number of shares - Beginning balance		0
Granted - Number of shares	5,200
Vested - Number of shares	0
Forfeited - Number of shares	0
Unvested restricted stock awards outstanding - Number of shares - Ending balance	5,200	0
Unvested restricted stock awards outstanding - Weighted Average Grant Date Fair Value - Beginning balance		$ 0
Granted - Weighted Average Grant Date Fair Value	$ 14.49
Vested - Weighted Average Grant Date Fair Value	$ 0
Forfeited - Weighted Average Grant Date Fair Value	$ 0
Unvested restricted stock awards outstanding - Weighted Average Grant Date Fair Value - Ending balance	$ 14.49	$ 0
Plan 2006 [Member]
Unvested restricted stock awards outstanding - Number of shares - Beginning balance		95,640
Granted - Number of shares	27,100
Vested - Number of shares	(31,180)
Forfeited - Number of shares	(460)
Unvested restricted stock awards outstanding - Number of shares - Ending balance	91,100	95,640
Unvested restricted stock awards outstanding - Weighted Average Grant Date Fair Value - Beginning balance		$ 12.14
Granted - Weighted Average Grant Date Fair Value	$ 14.89
Vested - Weighted Average Grant Date Fair Value	$ 13.44
Forfeited - Weighted Average Grant Date Fair Value	$ 11.95
Unvested restricted stock awards outstanding - Weighted Average Grant Date Fair Value - Ending balance	$ 12.52	$ 12.14

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Other Intangible Assets (Tables)

9 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Table Text Block]

Other intangible assets consist of the following:

Category	Life		March 31, 2013			June 30, 2012
Trade name		Indefinite	$	1,425,000		$	1,425,000
License		5.5 years		570,000			570,000
Non-compete agreements		6 years		647,000			647,000
Technology		6 – 15 years		6,170,000			6,170,000
Customer & distributor relationships		7 years		1,400,000			1,400,000
Other		n.a.		95,000			64,000
				10,307,000			10,276,000
Less accumulated amortization				(3,115,000	)		(2,374,000	)
Total other intangible assets			$	7,192,000		$	7,902,000

Schedule of Expected Amortization Expense [Table Text Block]

A summary of the estimated amortization expense for the next five years is as follows:

Fiscal years ended June 30,
2013	$	971,000
2014	$	812,000
2015	$	812,000
2016	$	812,000
2017	$	639,000

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SeaBotix Inc. Acquisition (Details 2) (USD $)	9 Months Ended
	Mar. 31, 2013
Other intangible assets	$ 8,500,000
Amortization Of Acquired Intangible Assets Annual	783,000
Tradename [Member]
Other intangible assets	1,200,000
Amortization Of Acquired Intangible Assets Annual	0
Intangible Assets Weighted Average Useful Life	Indefinite
Acquired technology [Member]
Other intangible assets	5,900,000
Amortization Of Acquired Intangible Assets Annual	583,000
Acquired technology [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	6 years
Acquired technology [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	15 years
Customer & distributor relationships [Member]
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	7 years
Other intangible assets	1,400,000
Amortization Of Acquired Intangible Assets Annual	$ 200,000

XML

Subsequent Event

9 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 15 – Subsequent Event

On April 24, 2013, the Company’s Board of Directors approved a dividend of $0.07 per common share, which will be paid on July 5, 2013 to stockholders of record on June 5, 2013.