x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Connecticut
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06-0773922
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Four Duke Place, Norwalk, Connecticut
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06854
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Page
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Number
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Part I - Financial Information:
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Item 1.
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Financial Statements
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|
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Consolidated Statements of Income (Unaudited) -
|
|
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Three and six months ended December 31, 2013 and 2012
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3
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Consolidated Balance Sheets -
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December 31, 2013 (Unaudited) and June 30, 2013
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4
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Consolidated Statements of Cash Flows (Unaudited) -
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Six months ended December 31, 2013 and 2012
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5
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Notes to Consolidated Financial Statements (Unaudited)
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6-18
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Item 2.
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Management’s Discussion and Analysis of Financial
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|
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Condition and Results of Operations
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18-27
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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27
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Item 4.
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Controls and Procedures
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28
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Part II - Other Information:
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Item 1.
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Legal Proceedings
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29
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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29
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Item 6.
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Exhibits
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29
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Signatures
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30
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Exhibit Index
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31
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2 | ||
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Three Months Ended
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Six Months Ended
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||||||||
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December 31,
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December 31,
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||||||||
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2013
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2012
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2013
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2012
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||||
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Sales
|
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$
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21,744,000
|
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$
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14,410,000
|
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$
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37,952,000
|
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$
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28,678,000
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|
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Costs and Expenses:
|
|
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Cost of sales
|
|
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10,698,000
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8,009,000
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18,655,000
|
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15,679,000
|
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Research and development
|
|
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1,005,000
|
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818,000
|
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1,931,000
|
|
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1,438,000
|
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Selling, general and administrative
|
|
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3,785,000
|
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3,116,000
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7,632,000
|
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6,501,000
|
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Adjustment of contingent earnout liability
|
|
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1,500,000
|
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-
|
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1,500,000
|
|
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-
|
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Other income
|
|
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(562,000)
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|
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(37,000)
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|
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(612,000)
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|
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(65,000)
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|
|
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16,426,000
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|
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11,906,000
|
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29,106,000
|
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23,553,000
|
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|
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Income before income taxes
|
|
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5,318,000
|
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2,504,000
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8,846,000
|
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5,125,000
|
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Provision for income taxes
|
|
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2,300,000
|
|
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803,000
|
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3,465,000
|
|
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1,720,000
|
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Net income
|
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$
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3,018,000
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$
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1,701,000
|
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$
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5,381,000
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$
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3,405,000
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Earnings per share:
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Basic
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$
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0.35
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$
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0.20
|
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$
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0.62
|
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$
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0.40
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Diluted
|
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$
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0.35
|
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$
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0.20
|
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$
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0.62
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$
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0.40
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|
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Average number of common shares outstanding:
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Basic
|
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8,663,490
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8,606,773
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8,653,445
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8,591,680
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Diluted
|
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8,679,288
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8,606,795
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8,666,357
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8,593,843
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3 | ||
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December 31,
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2013
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June 30,
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||
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(unaudited)
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2013
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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23,704,000
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$
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22,816,000
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Accounts receivable, less allowance for uncollectible accounts of $386,000
at December 31, 2013 and $255,000 at June 30, 2013 |
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16,169,000
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12,308,000
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Inventories
|
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18,544,000
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17,137,000
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Deferred income taxes
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|
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663,000
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478,000
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Other current assets
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533,000
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981,000
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Total current assets
|
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59,613,000
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53,720,000
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Property, Plant and Equipment, net
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5,356,000
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4,922,000
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Goodwill, net
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17,227,000
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17,227,000
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Other Intangible Assets, net
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6,578,000
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6,967,000
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Other Assets
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240,000
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250,000
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Total assets
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$
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89,014,000
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$
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83,086,000
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities:
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Accounts payable
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$
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2,276,000
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$
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2,765,000
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Accrued expenses
|
|
|
2,588,000
|
|
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3,242,000
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Contingent earnout liability
|
|
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4,815,000
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|
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1,715,000
|
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Dividends payable
|
|
|
5,113,000
|
|
|
604,000
|
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Income taxes payable
|
|
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1,248,000
|
|
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72,000
|
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Total current liabilities
|
|
|
16,040,000
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|
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8,398,000
|
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Non-Current Portion of Contingent Earnout Liability
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|
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-
|
|
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1,600,000
|
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Deferred Income Taxes
|
|
|
2,353,000
|
|
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2,379,000
|
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Total liabilities
|
|
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18,393,000
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12,377,000
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Stockholders’ Equity:
|
|
|
|
|
|
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Common stock
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|
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32,633,000
|
|
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32,210,000
|
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Retained earnings
|
|
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39,914,000
|
|
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40,425,000
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Treasury stock, at cost
|
|
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(1,926,000)
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|
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(1,926,000)
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Total stockholders’ equity
|
|
|
70,621,000
|
|
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70,709,000
|
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Total liabilities and stockholders’ equity
|
|
$
|
89,014,000
|
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$
|
83,086,000
|
|
4 | ||
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Six Months Ended
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||||
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December 31,
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||||
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2013
|
|
2012
|
|
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Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
Net income
|
|
$
|
5,381,000
|
|
$
|
3,405,000
|
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
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Depreciation and amortization
|
|
|
803,000
|
|
|
851,000
|
|
Deferred income taxes
|
|
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(211,000)
|
|
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(178,000)
|
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Stock-based compensation expense
|
|
|
349,000
|
|
|
383,000
|
|
Adjustment of contingent earnout liability
|
|
|
1,500,000
|
|
|
-
|
|
Gain on condemnation settlement
|
|
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(507,000)
|
|
|
-
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
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Accounts receivable
|
|
|
(3,861,000)
|
|
|
803,000
|
|
Inventories
|
|
|
(1,407,000)
|
|
|
1,541,000
|
|
Other assets
|
|
|
448,000
|
|
|
(28,000)
|
|
Accounts payable
|
|
|
(489,000)
|
|
|
(136,000)
|
|
Accrued expenses
|
|
|
(654,000)
|
|
|
(1,083,000)
|
|
Income taxes payable
|
|
|
1,176,000
|
|
|
(329,000)
|
|
Net cash provided by operating activities
|
|
|
2,528,000
|
|
|
5,229,000
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
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Purchase of SeaBotix Inc.
|
|
|
-
|
|
|
(1,900,000)
|
|
Proceeds from condemnation settlement
|
|
|
529,000
|
|
|
-
|
|
Capital expenditures and other non-current assets
|
|
|
(860,000)
|
|
|
(476,000)
|
|
Net cash used by investing activities
|
|
|
(331,000)
|
|
|
(2,376,000)
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
(1,383,000)
|
|
|
(5,946,000)
|
|
Exercise of stock options
|
|
|
25,000
|
|
|
277,000
|
|
Tax asset from vested restricted stock
and stock options exercised |
|
|
49,000
|
|
|
28,000
|
|
Net cash used by financing activities
|
|
|
(1,309,000)
|
|
|
(5,641,000)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
888,000
|
|
|
(2,788,000)
|
|
Cash and cash equivalents at beginning of period
|
|
|
22,816,000
|
|
|
24,613,000
|
|
Cash and cash equivalents at end of period
|
|
$
|
23,704,000
|
|
$
|
21,825,000
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
Cash transactions:
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
2,451,000
|
|
$
|
2,215,000
|
|
5 | ||
6 | ||
7 | ||
8 | ||
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Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
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||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$
|
3,018,000
|
|
$
|
1,701,000
|
|
$
|
5,381,000
|
|
$
|
3,405,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divided by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
|
|
|
8,663,490
|
|
|
8,606,773
|
|
|
8,653,445
|
|
|
8,591,680
|
|
Weighted average common share equivalents
|
|
|
15,798
|
|
|
22
|
|
|
12,912
|
|
|
2,163
|
|
Total weighted average common shares and common
share equivalents |
|
|
8,679,288
|
|
|
8,606,795
|
|
|
8,666,357
|
|
|
8,593,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.35
|
|
$
|
0.20
|
|
$
|
0.62
|
|
$
|
0.40
|
|
Diluted earnings per share
|
|
$
|
0.35
|
|
$
|
0.20
|
|
$
|
0.62
|
|
$
|
0.40
|
|
9 | ||
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
|
|
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
|
|
|
|
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
|
|
|
5,000,000
|
|
Earnout paid in fiscal year 2013
|
|
|
(2,185,000)
|
|
Increase to contingent earnout liability in June 2013
|
|
|
500,000
|
|
Balance at June 30, 2013
|
|
|
3,315,000
|
|
Increase to contingent earnout liability in December 2013
|
|
|
1,500,000
|
|
Balance at December 31, 2013
|
|
$
|
4,815,000
|
|
10 | ||
|
|
December 31,
|
|
June 30,
|
|
||
|
|
2013
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
Raw materials and sub-assemblies
|
|
$
|
17,166,000
|
|
$
|
15,268,000
|
|
Work-in-process
|
|
|
2,415,000
|
|
|
2,495,000
|
|
|
|
|
19,581,000
|
|
|
17,763,000
|
|
Less Reserve for inventory valuation
|
|
|
(1,037,000)
|
|
|
(626,000)
|
|
|
|
$
|
18,544,000
|
|
$
|
17,137,000
|
|
11 | ||
A-G
|
|
$
|
7,679,000
|
|
RTS
|
|
|
3,278,000
|
|
SBX
|
|
|
6,270,000
|
|
|
|
$
|
17,227,000
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||
|
|
December 31,
|
|
December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on condemnation settlement
|
|
$
|
(507,000)
|
|
$
|
-
|
|
$
|
(507,000)
|
|
$
|
-
|
|
Interest income
|
|
|
(55,000)
|
|
|
(37,000)
|
|
|
(105,000)
|
|
|
(65,000)
|
|
|
|
$
|
(562,000)
|
|
$
|
(37,000)
|
|
$
|
(612,000)
|
|
$
|
(65,000)
|
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Federal statutory rate
|
|
|
34
|
%
|
|
34
|
%
|
Exempt income from domestic manufacturer’s deduction
|
|
|
(4)
|
|
|
(3)
|
|
Non-deductible expenses:
|
|
|
|
|
|
|
|
Adjustment to fair value of contingent earnout liability
|
|
|
6
|
|
|
-
|
|
Other
|
|
|
-
|
|
|
2
|
|
State taxes
|
|
|
3
|
|
|
1
|
|
Effective tax rate
|
|
|
39
|
%
|
|
34
|
%
|
12 | ||
|
|
Quoted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Prices
|
|
Significant
|
|
|
|
|
|
|
|
||
|
|
For
|
|
Other
|
|
Significant
|
|
|
|
|
|||
|
|
Identical
|
|
Observable
|
|
Unobservable
|
|
|
|
|
|||
|
|
Assets
|
|
Inputs
|
|
Inputs
|
|
|
|
|
|||
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2013 Contingent earnout liability
|
|
$
|
|
|
$
|
|
|
$
|
4,815,000
|
|
$
|
4,815,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2013 Contingent earnout liability
|
|
$
|
|
|
$
|
|
|
$
|
3,315,000
|
|
$
|
3,315,000
|
|
|
|
Fair Value
|
|
|
|
|
of
|
|
|
|
|
Contingent
|
|
|
|
|
Earnout
|
|
|
|
|
Liability
|
|
|
|
|
|
|
|
Balance at June 30, 2013
|
|
$
|
3,315,000
|
|
Adjustment to contingent earnout liability
|
|
|
1,500,000
|
|
Balance at December 31, 2013
|
|
$
|
4,815,000
|
|
13 | ||
14 | ||
|
|
2012 Plan
|
|
2006 Plan
|
|
||||||
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
||
|
|
|
|
Average
|
|
|
|
Average
|
|
||
|
|
|
|
Exercise
|
|
|
|
Exercise
|
|
||
|
|
Shares
|
|
Price
|
|
Shares
|
|
Price
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at June 30, 2013
|
|
50,000
|
|
$
|
15.43
|
|
83,425
|
|
$
|
12.33
|
|
Granted
|
|
-
|
|
$
|
-
|
|
-
|
|
$
|
-
|
|
Exercised
|
|
-
|
|
$
|
-
|
|
(16,550)
|
|
$
|
(12.92)
|
|
Options outstanding at December 31, 2013
|
|
50,000
|
|
$
|
15.43
|
|
66,875
|
|
$
|
12.19
|
|
|
|
2012 Plan
|
|
2006 Plan
|
|
||||||
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
||
|
|
|
|
Average
|
|
|
|
Average
|
|
||
|
|
|
|
Grant Date
|
|
|
|
Grant Date
|
|
||
|
|
Shares
|
|
Fair Value
|
|
Shares
|
|
Fair Value
|
|
||
Unvested restricted stock awards outstanding at June 30, 2013
|
|
5,200
|
|
$
|
14.49
|
|
91,100
|
|
$
|
12.52
|
|
Granted
|
|
33,100
|
|
$
|
18.67
|
|
-
|
|
$
|
-
|
|
Vested
|
|
(3,400)
|
|
$
|
14.27
|
|
(28,480)
|
|
$
|
12.74
|
|
Unvested restricted stock awards outstanding at December
31, 2013 |
|
34,900
|
|
$
|
18.48
|
|
62,620
|
|
$
|
12.42
|
|
15 | ||
|
|
Common Stock
|
|
Treasury Stock
|
|
Retained
|
|
|
|
|
|||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
Total
|
|
||||||
Balance June 30, 2013
|
|
|
8,828,103
|
|
$
|
32,210,000
|
|
|
202,075
|
|
$
|
(1,926,000)
|
|
$
|
40,425,000
|
|
$
|
70,709,000
|
|
Restricted stock grants
|
|
|
33,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense
|
|
|
|
|
|
349,000
|
|
|
|
|
|
|
|
|
|
|
|
349,000
|
|
Stock options exercised
|
|
|
6,597
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
Tax asset from vested restricted stock
and stock options exercised |
|
|
|
|
|
49,000
|
|
|
|
|
|
|
|
|
|
|
|
49,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,381,000
|
|
|
5,381,000
|
|
Dividends ($0.68 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,892,000)
|
|
|
(5,892,000)
|
|
Balance December 31, 2013
|
|
|
8,867,800
|
|
$
|
32,633,000
|
|
|
202,075
|
|
$
|
(1,926,000)
|
|
$
|
39,914,000
|
|
$
|
70,621,000
|
|
16 | ||
|
|
|
|
|
|
|
|
Seismic
|
|
|
|
|
Corporate
|
|
|
|
|
||
|
|
Seismic
|
|
Underwater
|
|
Energy
|
|
Underwater
|
|
Headquarters
|
|
|
|
|
|||||
|
|
Energy
|
|
Cables &
|
|
Source
|
|
Robotic
|
|
&
|
|
|
|
|
|||||
|
|
Sources
|
|
Connectors
|
|
Controllers
|
|
Vehicles
|
|
Eliminations
|
|
Consolidated
|
|
||||||
Six Months Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
14,161,000
|
|
$
|
9,594,000
|
|
$
|
3,046,000
|
|
$
|
11,151,000
|
|
$
|
|
|
$
|
37,952,000
|
|
Intersegment sales
|
|
|
727,000
|
|
|
254,000
|
|
|
541,000
|
|
|
|
|
|
(1,522,000)
|
|
|
|
|
Depreciation and amortization
|
|
|
138,000
|
|
|
151,000
|
|
|
36,000
|
|
|
468,000
|
|
|
10,000
|
|
|
803,000
|
|
Income (loss) before income taxes
|
|
|
4,257,000
|
|
|
3,742,000
|
|
|
1,572,000
|
|
|
1,130,000
|
|
|
(1,855,000)
|
|
|
8,846,000
|
|
Fixed asset additions
|
|
|
116,000
|
|
|
604,000
|
|
|
80,000
|
|
|
53,000
|
|
|
|
|
|
853,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
7,883,000
|
|
$
|
4,448,000
|
|
$
|
1,384,000
|
|
$
|
8,029,000
|
|
$
|
|
|
$
|
21,744,000
|
|
Intersegment sales
|
|
|
347,000
|
|
|
77,000
|
|
|
250,000
|
|
|
|
|
|
(674,000)
|
|
|
|
|
Depreciation and amortization
|
|
|
69,000
|
|
|
76,000
|
|
|
19,000
|
|
|
234,000
|
|
|
5,000
|
|
|
403,000
|
|
Income (loss) before income taxes
|
|
|
2,978,000
|
|
|
1,613,000
|
|
|
701,000
|
|
|
910,000
|
|
|
(884,000)
|
|
|
5,318,000
|
|
Fixed asset additions
|
|
|
19,000
|
|
|
575,000
|
|
|
29,000
|
|
|
49,000
|
|
|
|
|
|
672,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
21,545,000
|
|
$
|
17,793,000
|
|
$
|
6,613,000
|
|
$
|
25,000,000
|
|
$
|
18,063,000
|
|
$
|
89,014,000
|
|
Goodwill
|
|
|
|
|
|
7,679,000
|
|
|
3,278,000
|
|
|
6,270,000
|
|
|
|
|
|
17,227,000
|
|
Other intangible assets
|
|
|
117,000
|
|
|
|
|
|
311,000
|
|
|
6,150,000
|
|
|
|
|
|
6,578,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
12,576,000
|
|
$
|
8,119,000
|
|
$
|
1,593,000
|
|
$
|
6,390,000
|
|
$
|
|
|
$
|
28,678,000
|
|
Intersegment sales
|
|
|
|
|
|
158,000
|
|
|
263,000
|
|
|
|
|
|
(394,000)
|
|
|
|
|
Depreciation and amortization
|
|
|
101,000
|
|
|
145,000
|
|
|
139,000
|
|
|
457,000
|
|
|
9,000
|
|
|
851,000
|
|
Income (loss) before income taxes
|
|
|
2,547,000
|
|
|
3,060,000
|
|
|
562,000
|
|
|
783,000
|
|
|
(1,827,000)
|
|
|
5,125,000
|
|
Fixed asset additions
|
|
|
54,000
|
|
|
363,000
|
|
|
2,000
|
|
|
35,000
|
|
|
|
|
|
454,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
7,169,000
|
|
$
|
3,764,000
|
|
$
|
711,000
|
|
$
|
2,766,000
|
|
$
|
|
|
$
|
14,410,000
|
|
Intersegment sales
|
|
|
|
|
|
109,000
|
|
|
134,000
|
|
|
|
|
|
(243,000)
|
|
|
|
|
Depreciation and amortization
|
|
|
50,000
|
|
|
75,000
|
|
|
70,000
|
|
|
229,000
|
|
|
4,000
|
|
|
428,000
|
|
Income (loss) before income taxes
|
|
|
1,788,000
|
|
|
1,239,000
|
|
|
191,000
|
|
|
89,000
|
|
|
(803,000)
|
|
|
2,504,000
|
|
Fixed asset additions
|
|
|
18,000
|
|
|
32,000
|
|
|
2,000
|
|
|
(4,000)
|
|
|
|
|
|
48,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data at June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
23,140,000
|
|
$
|
18,757,000
|
|
$
|
5,716,000
|
|
$
|
22,724,000
|
|
$
|
12,749,000
|
|
$
|
83,086,000
|
|
Goodwill
|
|
|
|
|
|
7,679,000
|
|
|
3,278,000
|
|
|
6,270,000
|
|
|
|
|
|
17,227,000
|
|
Other intangible assets
|
|
|
100,000
|
|
|
|
|
|
325,000
|
|
|
6,542,000
|
|
|
|
|
|
6,967,000
|
|
17 | ||
18 | ||
19 | ||
20 | ||
21 | ||
22 | ||
23 | ||
24 | ||
25 | ||
26 | ||
27 | ||
28 | ||
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
|
|
XBRL Instance Document.
|
|
|
|
101. SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101. CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101. DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101. LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101. PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed with this Form 10-Q.
|
**
|
Furnished with this Form 10-Q.
|
29 | ||
|
|
BOLT TECHNOLOGY CORPORATION
|
|
|
|
Date: February 10, 2014
|
|
/s/ Raymond M. Soto
|
|
|
Raymond M. Soto
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date: February 10, 2014
|
|
/s/ Joseph Espeso
|
|
|
Joseph Espeso
Senior Vice President-Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
30 | ||
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
|
|
XBRL Instance Document.
|
|
|
|
101. SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101. CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101. DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101. LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101. PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed with this Form 10-Q.
|
**
|
Furnished with this Form 10-Q.
|
31 | ||
|
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.
|
|
/s/ Raymond M. Soto
|
|
Raymond M. Soto
Chairman of the Board and
Chief Executive Officer
|
|
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.
|
|
/s/ Joseph Espeso
|
|
Joseph Espeso
Senior Vice President Finance and
Chief Financial Officer
|
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.
|
|
/s/ Raymond M. Soto
|
|
Raymond M. Soto
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
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.
|
|
/s/ Joseph Espeso
|
|
Joseph Espeso
|
|
Senior Vice President Finance and
|
|
Chief Financial Officer
|
Other Income (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
|
Gain on condemnation settlement | $ (507,000) | $ 0 | $ (507,000) | $ 0 |
Interest income | (55,000) | (37,000) | (105,000) | (65,000) |
Interest and Other Income, Total | $ (562,000) | $ (37,000) | $ (612,000) | $ (65,000) |
Concentrations and Contingencies (Details Textual)
|
6 Months Ended |
---|---|
Dec. 31, 2013
|
|
Concentration Risk [Line Items] | |
Extended Term Of Payment | 12 months |
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