-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qNpm+5d+i+eGFfARRy7pJYbQRehIq51qUTqJ7Rm5kQNXQCtSgSENN+Cgr6BkroTw AwRdeo8NsOPKimRKBPQGSQ== 0000950135-95-001637.txt : 19950803 0000950135-95-001637.hdr.sgml : 19950803 ACCESSION NUMBER: 0000950135-95-001637 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19950802 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALILEO ELECTRO OPTICS CORP CENTRAL INDEX KEY: 0000711425 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042526583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11309 FILM NUMBER: 95558435 BUSINESS ADDRESS: STREET 1: GALILEO PARK STREET 2: PO BOX 550 CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083479191 MAIL ADDRESS: STREET 1: GALILEO PARK STREET 2: PO BOX 550 CITY: STURBRIDGE STATE: MA ZIP: 01566 10-Q 1 FORM 10-Q FOR GALILEO ELECTRO-OPTICS CORP. 1 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 JUNE 30, 1995 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 0-11309 GALILEO ELECTRO-OPTICS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2526583 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (508) 347-9191 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 the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. COMMON STOCK, PAR VALUE $.01: 6,483,432 SHARES OUTSTANDING AT JUNE 30, 1995. PAGE 1 OF 14 Index to Exhibits appears on Page 13 2 GALILEO ELECTRO-OPTICS CORPORATION INDEX
Page No. -------- Part I. Financial Information: Consolidated Condensed Balance Sheets - June 30, 1995 and September 30, 1994 ................................ 3 Consolidated Condensed Statements of Income - Three months ended and nine months ended June 30, 1995 and June 30, 1994.......... 5 Consolidated Condensed Statements of Cash Flows - Nine months ended June 30, 1995 and June 30, 1994.................... 6 Notes to Consolidated Condensed Financial Statements.................. 8 Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 9 PART II. Other Information: Other Information..................................................... 11 Index to Exhibits..................................................... 13 Exhibit 11.0 - Calculation of Earnings Per Share...................... 14
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands of dollars)
Unaudited Audited June 30, 1995 Sept. 30, 1994 ------------------------------------ ASSETS Current assets: Cash and cash equivalents $ 6,856 $ 6,185 Accounts receivable, net 5,387 5,190 Refundable income taxes, net 17 17 Inventories: Finished goods 131 31 Work-in-process 213 352 Raw materials 4,837 4,324 ------------------------------------ 5,181 4,707 Deferred income taxes 460 460 Other current assets 196 149 ------------------------------------ Total current assets 18,097 16,708 Assets held for sale, net 2,345 2,345 Property, plant and equipment: Land, buildings and improvements 16,065 16,066 Machinery, equipment and furniture 23,955 24,186 Capital projects in process 1,266 643 ------------------------------------ 41,286 40,895 Less accumulated depreciation (21,270) (19,202) ------------------------------------ Net property, plant and equipment 20,016 21,693 Other assets, net 2,793 2,875 ------------------------------------ Total assets $43,251 $43,621 ====================================
See accompanying notes. - Continued - 3 4 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands of dollars)
Unaudited Audited June 30, 1995 Sept. 30, 1994 ----------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,656 $ 2,200 Accrued liabilities 1,431 1,539 ----------------------------------- Total current liabilities 3,087 3,739 Deferred income taxes 620 620 Long-term obligation -- Capital lease 184 42 Accrued postretirement benefits other than pensions 634 605 Shareholders' equity: Common stock 65 65 Additional paid-in capital 42,237 42,192 Accumulated deficit (3,576) (3,642) ----------------------------------- Total shareholders' equity 38,726 38,615 ----------------------------------- Total liabilities and shareholders' equity $43,251 $43,621 ===================================
See accompanying notes. 4 5 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In thousands of dollars except share and per share data) UNAUDITED
Three Months Ended Nine Months Ended ------------------------ ------------------------- 6/30/95 6/30/94 6/30/95 6/30/94 ------------------------ ------------------------- Net sales $8,817 $7,859 $24,276 $21,860 Cost of sales 6,557 5,789 18,083 16,644 ------------------------ ------------------------- Gross profit 2,260 2,070 6,193 5,216 Operating expenses: Engineering 712 868 2,650 2,943 Selling & administrative 1,246 1,174 3,655 3,716 ------------------------ ------------------------- 1,958 2,042 6,305 6,659 ------------------------ ------------------------- Operating profit (loss) 302 28 (112) (1,443) Other income 95 99 242 190 ------------------------ ------------------------- Income (loss) before income taxes 397 127 130 (1,253) Provision for income taxes 24 21 64 57 ------------------------ ------------------------- Net income (loss) $ 373 $ 106 $ 66 $(1,310) ======================== ========================= Net income (loss) per common and common equivalent share outstanding $ .06 $ .02 $ .01 $ (.20) ======================== ========================= Weighted average common and common equivalent shares outstanding 6,520,394 6,473,654 6,494,093 6,473,654
See accompanying notes. 5 6 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands of dollars) UNAUDITED
Nine Months Ended ----------------- June 30, 1995 June 30, 1994 -------------------------------- Cash flows from operating activities: Cash received from customers $24,079 $22,676 Cash paid to suppliers and employees (23,149) (23,058) Other income received 77 82 Interest paid (9) (14) Investment income received 219 122 Income taxes paid (23) (27) -------------------------------- Net cash provided (used) by operating activities 1,194 (219) Cash flows from investing activities: Proceeds from sales of assets 100 8 Capital expenditures (619) (1,258) -------------------------------- Net cash used in investing activities (519) (1,250) Cash flows from financing activities: Principal payments under capital lease obligations (49) (46) Proceeds from issuance of common stock 45 -- -------------------------------- Net cash used by financing activities (4) (46) Net increase (decrease) in cash and cash equivalents 671 (1,515) Cash and cash equivalents at beginning of period 6,185 6,530 -------------------------------- Cash and cash equivalents at end of period $ 6,856 $ 5,015 ================================
See accompanying notes. - Continued - 6 7 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands of dollars) UNAUDITED
Nine Months Ended ----------------- June 30, 1995 June 30, 1994 -------------------------------- Reconciliation of net income (loss) to net cash used by operating activities: Net income (loss) $ 66 $(1,310) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 2,434 2,575 Provision for losses on accounts receivable, net -- (264) Deferred taxes -- (12) Postretirement benefits 29 24 Gain on sale of fixed assets (49) -- Loss on cancellation of lease 37 -- Refundable income taxes -- 17 Increase (decrease) in cash from changes in operating assets and liabilities: Accounts receivable (197) 1,136 Inventories (474) (536) Other current assets (47) 24 Other assets, net 14 25 Accounts payable (544) 591 Accrued liabilities (75) (2,489) -------------------------------- Total adjustments 1,128 1,091 -------------------------------- Net cash provided (used) by operating activities $1,194 $ (219) ================================
See accompanying notes. 7 8 GALILEO ELECTRO-OPTICS CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of June 30, 1995 and the results of operations and cash flows for the three and nine month periods ended June 30, 1995 and 1994. 2. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements in the Company's Annual Report for fiscal year 1994. 8 9 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales for the quarter ended June 30, 1995 were $8,817,000, an increase of $958,000 or 12% from the same quarter in fiscal year 1994. Commercial revenues for the quarter, which amounted to $8,379,000 or 95% of total sales, were up $1,269,000 or 18% from the same quarter a year ago. For the first nine months, sales amounted to $24,276,000, up $2,416,000 or 11% from a year ago. For the quarter, the Company reported an operating profit of $302,000 and net income of $373,000 or $.06 per share compared to an operating profit of $28,000 and a net profit of $106,000 or $.02 per share last year. For the first nine months of this fiscal year, the Company had an operating loss of $112,000 and a net profit of $66,000 or $.01 per share. Last year, for the first nine months, the Company reported an operating loss of $1,443,000 and a net loss of $1,310,000 or $.20 per share. For the quarter, sales of Office Products continued to be strong, up 30% from the corresponding quarter a year ago and setting a new record. Shipments of dicorotrons, the glass-coated wire assembly used in copiers to charge the photoreceptor, as well as of several other electro-mechanical assemblies used in a variety of Xerox copiers, exceeded expectations. On a year-to-date basis, Office Products sales were up 24% from the same period in fiscal year 1994 with sales to Xerox Corporation comprising 53% of the Company's total sales for the period. Sales of sensors and systems to monitor industrial processes utilizing on-line, remote infrared spectroscopy systems, which comprise the Company's Remote Sensor Products business, were up significantly in the third quarter as well as for the first nine months of this fiscal year. The Company is benefiting from the introduction of several new products such as the IR Link(TM) Hand-Held Diffuse Reflectance System. This system permits the fast and easy identification and analysis of raw materials in a manufacturing operation's incoming inspection area, thereby eliminating the need for the taking of samples, transporting those samples to a quality control laboratory for analysis and communicating the results back to the incoming inspection area. Scientific Detector Products revenues this quarter also showed a gain versus the third quarter last year with particularly strong sales to the semiconductor manufacturing industry. The Company also completed work under its $1.9 million contract with the National Institute of Standards and Technology to develop new fabrication methods for microchannel plates. For the first nine months of this year, Scientific Detector Products sales were up 11% over last year with engineering billings, shipments of Channeltrons(R) single channel electron multipliers and microchannel plates higher while sales of microchannel plate assemblies declined. 9 10 In the Medical Products business, sales of medical endoscopes in the third quarter, as well as on a year-to-date basis, accounted for a small portion of total revenues as clinical trials of arthroscopes for least-invasive surgical procedures are continuing. In addition to a previously announced distribution agreement with Millenium Medical, the Company is in the process of establishing additional North American and international distribution channels for its medical products. The improvements in operating profit and net profit after tax this quarter and for the first nine months were primarily the result of higher sales volume in most of the Company's businesses, a favorable sales mix in some of those businesses and lower operating expenses. The Company is also continuing to benefit from cost reduction and efficiency improvements, such as the consolidation of its manufacturing operations completed last fiscal year, which resulted in record productivity levels this quarter as measured by sales per employee. The Company's Forest, Virginia, facility is still being held for sale and is being actively marketed. The expenses associated with the facility were accrued for at the end of fiscal year 1993. The remaining accrual balance is believed to be adequate for the expenses which are expected for the remainder of this fiscal year. FINANCIAL CONDITION The Company's working capital at June 30, 1995 of $15,010,000 increased $2,041,000 from the balance at September 30, 1994 of $12,969,000. The cash and short-term investments balance at June 30, 1995 was $6,856,000 versus $6,185,000 at September 30, 1994. The change in working capital was primarily due to an increase in cash as well as an increase in inventories to support the higher level of sales and a reduction in accounts payable. The Company considers its working capital position to be adequate to support its currently planned operations and does not anticipate a need for external financing. Capital spending for the quarter amounted to $169,000. This compares with $44,000 of capital expenditures in the third quarter of fiscal year 1994. Capital spending year-to-date has been $619,000 versus $1,258,000 for the first nine months last year. The higher capital spending last year was the result of investments related to the consolidation of the Company's manufacturing facilities. 10 11 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: 11 Calculation of Earnings per Share 27 Financial Data Schedule (EDGAR filing only) b. Reports on Form 8-K: There were no reports on Form 8-K filed for the three months ended June 30, 1995. 11 12 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. GALILEO ELECTRO-OPTICS CORPORATION Dated: July 28, 1995 /s/ William T. Hanley ---------------------------------- William T. Hanley, President and Chief Executive Officer (Principal Executive Officer) /s/ Josef W. Rokus ---------------------------------- Josef W. Rokus, Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 12 13 GALILEO ELECTRO-OPTICS CORPORATION INDEX TO EXHIBITS
Exhibit No. Page No. ----------- -------- 11 Calculation of Earnings Per Share 14 27 Financial Data Schedule EDGAR Filing Only
13 EX-11 2 CALCULATIONS OF EARNINGS PER SHARE 1 EXHIBIT 11 GALILEO ELECTRO-OPTICS CORPORATION CALCULATION OF EARNINGS PER SHARE
Nine Months Ended ----------------- June 30, 1995 June 30, 1994 ----------------------------------- Net income (loss) $66,000 $(1,310,000) Average common shares outstanding 6,475,839 6,473,654 Average number of common equivalent shares arising from stock options 18,254 -- ----------------------------------- Weighted average common and common equivalent shares outstanding 6,494,093 6,473,654 =================================== Net income (loss) per common and common equivalent share outstanding $.01 $(.20) ===================================
14 EX-27 3 FDS FOR Q3, 1995 FORM 10-Q
5 1,000 9-MOS SEP-30-1995 OCT-01-1994 JUN-30-1995 6,856 0 5,387 8 5,181 18,097 41,286 21,270 43,251 3,087 0 65 0 0 38,661 43,251 24,276 24,276 18,083 18,083 0 0 0 130 64 66 0 0 0 66 .01 .01
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