-----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, R3hk4iMFXjBjRSOIPcGeH87zUWQm4HFaOe8Y7BNxZakQ/o8ZyRFpn33GYTEl8qlf UUE7iiLpmncFIpCuRWhO+g== 0000950135-95-001152.txt : 19950517 0000950135-95-001152.hdr.sgml : 19950516 ACCESSION NUMBER: 0000950135-95-001152 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 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: 95537276 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 GALILEO ELECTRO-OPTICS 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 MARCH 31, 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 the Issuer's classes of common stock, as of the latest practicable date. COMMON STOCK, PAR VALUE $.01: 6,473,654 SHARES OUTSTANDING AT MARCH 31, 1995. 2 GALILEO ELECTRO-OPTICS CORPORATION INDEX
PAGE NO. -------- PART I. Financial Information: Consolidated Condensed Balance Sheets - March 31, 1995 and September 30, 1994 ............................... 3 Consolidated Condensed Statements of Income - Three Months ended and six months ended March 31, 1995 and March 31, 1994......... 5 Consolidated Condensed Statements of Cash Flows - Six months ended March 31, 1995 and March 31, 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 - 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 Mar. 31, 1995 Sept. 30, 1994 ------------------------------------ ASSETS ------ Current assets: Cash and cash equivalents $ 5,964 $ 6,185 Accounts receivable, net 4,965 5,190 Refundable income taxes, net 17 17 Inventories: Finished goods 162 31 Work-in-process 249 352 Raw materials 5,308 4,324 ------------------------------------ 5,719 4,707 Deferred income taxes 460 460 Other current assets 210 149 ------------------------------------ Total current assets 17,335 16,708 Assets held for sale, net 2,345 2,345 Property, plant and equipment: Land, buildings and improvements 16,066 16,066 Machinery, equipment and furniture 24,186 24,186 Capital projects in process 1,092 643 ------------------------------------ 41,344 40,895 Less accumulated depreciation (20,779) (19,202) ------------------------------------ Net property, plant and equipment 20,565 21,693 Other assets, net 2,792 2,875 ------------------------------------ Total assets $ 43,037 $ 43,621 ====================================
See accompanying notes. - Continued - 3 4 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands of dollars)
Unaudited Audited Mar. 31, 1995 Sept. 30, 1994 ----------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $ 2,120 $ 2,200 Accrued liabilities 1,326 1,539 ----------------------------------- Total current liabilities 3,446 3,739 Deferred income taxes 620 620 Long-term obligation -- capital leases 43 42 Accrued postretirement benefits other than pensions 620 605 Shareholders' equity: Common stock 65 65 Additional paid-in capital 42,192 42,192 Accumulated deficit (3,949) (3,642) ----------------------------------- Total shareholders' equity 38,308 38,615 ----------------------------------- Total liabilities and shareholders' equity $43,037 $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 Six Months Ended ------------------ ---------------- 3/31/95 3/31/94 3/31/95 3/31/94 ------------------------- -------------------------- Net sales $ 8,261 $ 6,789 $ 15,459 $ 14,001 Cost of sales 5,973 5,274 11,526 10,855 ------------------------- -------------------------- Gross profit 2,288 1,515 3,933 3,146 Operating expenses: Engineering 987 1,013 1,938 2,075 Selling & administrative 1,196 1,267 2,409 2,542 ------------------------- -------------------------- 2,183 2,280 4,347 4,617 ------------------------- -------------------------- Operating profit (loss) 105 (765) (414) (1,471) Other income 80 34 147 91 ------------------------- -------------------------- Income (loss) before income taxes 185 (731) (267) (1,380) Provision for income taxes 16 18 40 36 ------------------------- -------------------------- Net income (loss) $ 169 $ (749) $ (307) $ (1,416) ========================= ========================== Net income (loss) per common and common equivalent share outstanding $ .03 $ (.12) $ (.05) $ (.22) ========================= ========================== Weighted average common and common equivalent shares outstanding 6,486,962 6,473,654 6,473,654 6,473,654
See accompanying notes. 5 6 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands of dollars) UNAUDITED
Six Months Ended ---------------- Mar. 31, 1995 Mar. 31, 1994 -------------------------------- Cash flows from operating activities: ------------------------------------ Cash received from customers $ 15,684 $ 15,274 Cash paid to suppliers and employees (15,554) (15,539) Other income received 13 22 Interest paid (7) (10) Investment income received 141 78 Income taxes paid (14) (16) -------------------------------- Net cash provided (used) by operating activities 263 (191) Cash flows from investing activities: ------------------------------------ Proceeds from sales of assets -- 5 Capital expenditures (450) (1,214) -------------------------------- Net cash used in investing activities (450) (1,209) Cash flows from financing activities: ------------------------------------ Principal payments under capital lease obligations (34) (30) -------------------------------- Net cash used by financing activities (34) (30) Net decrease in cash and cash equivalents (221) (1,430) Cash and cash equivalents at beginning of period 6,185 6,530 -------------------------------- Cash and cash equivalents at end of period $ 5,964 $ 5,100 ================================
See accompanying notes. - Continued - 6 7 GALILEO ELECTRO-OPTICS CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands of dollars) UNAUDITED
Six Months Ended ---------------- Mar. 31, 1995 Mar. 31, 1994 -------------------------------- Reconciliation of net loss to net cash used by operating -------------------------------------------------------- activities: ---------- Net loss $ (307) $(1,416) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 1,625 1,778 Provision for losses on accounts receivable, net -- (226) Postretirement benefits 15 16 Gain on sale of fixed assets -- (1) Increase(decrease) in cash from changes in operating assets and liabilities: Accounts receivable 225 1,537 Inventories (1,012) (917) Other current assets (61) (10) Other assets, net 36 (6) Accounts payable (80) 999 Accrued liabilities (178) (1,945) -------------------------------- Total adjustments 570 1,225 -------------------------------- Net cash provided (used) by operating activities $ 263 $ (191) ================================
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 March 31, 1995 and the results of operations and cash flows for the three and six month periods ended March 31, 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 March 31, 1995 were $8,261,000, an increase of $1,472,000 or 22% from the same quarter in fiscal year 1994. For the first six months, sales amounted to $15,459,000, up $1,458,000 or 10% from a year ago. Compared to the first quarter of this fiscal year, sales increased $1,063,000 or 15%. For the quarter, the Company reported an operating profit of $105,000 and net income of $169,000 or $.03 per share. Last year, the Company incurred an operating loss of $765,000 and a net loss of $749,000 or $.12 per share in the second quarter. For the first six months of this fiscal year, the Company incurred an operating loss of $414,000 and a net loss of $307,000 or $.05 per share. Last year, for the first six months, the Company reported an operating loss of $1,471,000 and a net loss of $1,416,000 or $.22 per share. The improved profitability this quarter and for the first half was the result of higher sales volume with a generally favorable sales mix, selective price increases and the benefits of continuing cost reduction efforts, particularly the elimination of excess manufacturing capacity and unprofitable products. Commercial revenues for the quarter, which amounted to $7,814,000 or 95% of total sales, were up $1,694,000 or 28% from the same quarter a year ago. For the same time period, military sales totalled $447,000 or 5% of total sales, a decline of 33% from the second quarter of last year. This decrease was primarily due to the sale of the Fused Fiberoptics business in fiscal year 1994. On a year-to-date basis, commercial revenues were $14,756,000 or 95% of sales while military sales amounted to $703,000 or 5% of sales. For the quarter, shipments of Office Products, consisting primarily of components for a variety of Xerox copiers, were up 30% from the second quarter a year ago and set a new record. For the year-to-date, Office Products sales increased by 21%. Demand for dicorotrons continued to be strong with the majority of units being used as replacements in existing copiers. Dicorotrons utilize the Company's proprietary glass-coated wire technology and are used to generate ions to charge a copier's photoreceptor. Sales of Remote Sensor Products, which consist of sensors and systems to monitor industrial processes utilizing on-line, remote, infrared spectroscopy systems increased 55% from the corresponding quarter a year ago and 54% on a year-to-date basis. The Company continued to develop new products for this business and received favorable reactions to several which were introduced at a trade show this quarter. 9 10 Scientific Detector Products revenues also showed a gain versus last year, being up 28% from the corresponding quarter and up 15% for the first six months. The three major product lines which are included in this business, namely Channeltron[registered trademark] single-channel detectors, microchannel plates and microchannel plate-based detectors and assemblies, all registered sales gains ranging from 8% to 50% for the quarter. In the Medical Products business, shipments of medical endoscopes continued to be low while the Company is managing the market introduction of these products. Limited clinical trials of endoscopes for least-invasive arthroscopic surgical procedures are currently underway, and the Company has finalized an agreement with a medical distribution company for exclusive sale and distribution of one of its endoscope products for the North American market. The Company's Forest, Virginia facility is still being held for sale and is being actively marketed. The expenses associated with that 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 March 31, 1995, of $13,889,000 increased $920,000 from the balance at September 30, 1994, of $12,969,000. The cash and short-term investments balance at March 31, 1995 was $5,964,000 versus $6,185,000 at September 30, 1994. The change in working capital was primarily due to an increase in inventories to support the higher level of sales partially offset by reductions in accounts receivable and cash. 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 $351,000. This compares with $578,000 of capital expenditures in the second quarter of fiscal year 1994. For the year-to-date, capital spending this year was $450,000 versus $1,214,000 for the first six 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Meeting of Shareholders held on January 26, 1995, the shareholders of the Company elected four directors. The votes were as follows:
Abstentions Votes Cast Votes and Broker For Withheld Non-Votes ------------------------------------------------ William t. burgin 5,082,662 47,773 -- Allen e. busching 5,082,962 47,473 -- Kenneth w. draeger 5,079,462 50,973 -- William t. hanley 5,075,389 55,046 --
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: Exhibit 11 - Calculation of Earnings Per Share. Exhibit 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 March 31, 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: May 9, 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 CALCULATION OF EARNINGS PER SHARE 1 EXHIBIT 11 GALILEO ELECTRO-OPTICS CORPORATION CALCULATION OF EARNINGS PER SHARE
Six Months Ended ---------------- Mar. 31, 1995 Mar. 31, 1994 ------------------------------------ Net loss $ (307,000) $(1,416,000) Average common shares outstanding 6,473,654 6,473,654 Average number of common equivalent shares arising from stock options -- -- ------------------------------------ Weighted average common and common equivalent shares outstanding 6,473,654 6,473,654 ==================================== Net loss per common and common equivalent share outstanding $ (.05) $ (.22) ====================================
14 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS SEP-30-1995 OCT-01-1994 MAR-31-1995 5,964 0 4,965 25 5,719 17,335 41,344 20,779 43,037 3,446 0 65 0 0 38,243 43,037 15,459 15,459 11,526 11,526 0 0 0 (267) 40 (307) 0 0 0 (307) (.05) (.05)
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