-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzYNPPStPfoKR88H2dTW0Gmtr71iVWRQ8sPAuHVE5PTS0CCZnahqSypLPmih0t/7 ClMqgLlEEyjtBnqENjyesQ== 0000950147-96-000434.txt : 19960921 0000950147-96-000434.hdr.sgml : 19960921 ACCESSION NUMBER: 0000950147-96-000434 CONFORMED SUBMISSION TYPE: 10QSB CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960919 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADYNE CORP CENTRAL INDEX KEY: 0000718573 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112569467 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11685 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 5225 S 37TH ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024379620 MAIL ADDRESS: STREET 1: 5225 S 37TH ST CITY: PHOENIX STATE: AZ ZIP: 85040 10QSB 1 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSIONNN WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended DECEMBER 31, 1995. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-11685-NY RADYNE CORP. ------------ (Exact name of small business issuer as specified in its charter) NEW YORK -------- (State or other jurisdiction of incorporation or organization) 11-2569467 ---------- (IRS EMPLOYER IDENTIFICATION NO.) 5225 South 37th Street, Phoenix, AZ 85040 ----------------------------------------- (Address of principal executive offices) Issuer's telephone number: 602-437-9620 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO X The issuer had 18,748,605 shares of its common stock, par value $.002, outstanding as of June 13, 1996. Transitional Small Business Disclosure Format YES NO X ----- ----- RADYNE CORP. (A SUBSIDIARY OF ENGINEERING AND TECHNICAL SERVICES, INC.) BALANCE SHEETS (Unaudited)
31-Dec-95 30-Jun-95 Cash & Temp 46,130 2,109 A/R 751,110 549,677 Allowance For Doubtful Accounts (18,829) (13,829) Inventories 1,065,221 1,015,326 Prepaids & other 157,682 199,949 Total Current Assets 2,001,314 1,753,232 Machinery, Equipment and Other, at Cost 1,844,533 1,832,535 Less Depreciation and Amortization (301,029) (147,020) Other Assets - Deposits 20,134 14,252 Total Assets 3,564,952 3,452,999 ==================================== - Loan Payable to Radyne Corp (Florida), a Related Party 3,018,345 1,723,381 Current Portion LT Debt / Capitalized Lease Obligations 27,083 65,012 Accts Payable 246,112 578,674 Accrued Liabilities 511,111 694,303 Taxes Payable - Current Portion 36,028 34,880 Total Current Liabilities 3,838,679 3,096,250 ------------------------------------ Taxes Payable - Long Term 121,716 168,304 - - Common stock - $.002 par value, 20,000,000 shares authorized, 18,650,084 shares issued and outstanding. 37,301 37,301 Additional Paid-In capital 516,000 516,000 Accumulated Deficit (948,743) (364,856) ------------------------------------ Stockholders' Equity (Deficit) (395,442) 188,445 ------------------------------------ Total Liabilities & Stockholders' Equity (Deficit) 3,564,952 3,452,999 ====================================
RADYNE CORP. Statement of Operations (Page 1 of 2) For The Three Months Ended December 31, 1995 and the Two Months Ended December 31, 1994 (Unaudited)
{--CURRENT PERIOD--} {---------------------PRIOR PERIOD----------------------} SUCCESSOR PREDECESSOR SUCCESSOR TOTAL Three Months Ending 11-1 TO 12-16-94 12-17 TO 12-31-94 Two Months Ending 31-Dec-95 1-1/2 MONTHS 1/2 MONTHS 31-Dec-94 --------- ------------ ---------- --------- Sales 1,100,443 2,569,396 187,867 2,757,263 - Cost of Sales 699,632 2,229,329 107,338 2,336,667 Selling, General & Administrative Expenses 442,882 1,658,388 70,155 1,728,543 Research and Development Expenses 428,356 - - - Professional Fees Related to Reorganization - 600,198 - 600,198 Income (Loss) From Operations (470,427) (1,918,519) 10,374 (1,908,145) - Fresh Start Adjustments - 1,598,841 - 1,598,841 Loss Before extraordinary Items (470,427) (319,678) 10,374 (309,304) - Gain on Exchange of Debt for Common Stock - 1,062,667 - 1,062,667 Gain on debt Forgiveness - 1,636,489 - 1,636,489 Total Extraordinary Items - 2,699,156 - 2,699,156 - Interest Expense 42,318 118,235 2,315 120,550 Interest & Other Income - - (46) (46) Income (Loss) Before Provision For Income Taxes (512,745) 2,261,243 8,105 2,269,348 Provision for Income Taxes - - - - Net Income (Loss) (512,745) 2,261,243 8,105 2,269,348 Net Income (Loss) Per Common Share - - - - Before Extraordinary Items (0.027) (0.066) 0.005 (0.261) Extraordinary Items - 1.641 - 1.641 Net Income (Loss) Per Common Share (0.027) 1.375 0.005 1.379 - Weighted Average Number of Common - Shares Outstanding: 18,650,084 1,645,101 18,650,054 18,650,054
RADYNE CORP. Statement of Operations (Page 2 of 2) For The Six Months Ended December 31, 1995 and the Five Months Ended December 31, 1994 (Unaudited)
{--CURRENT PERIOD--} {-------------------PRIOR PERIOD------------------} SUCCESSOR PREDECESSOR SUCCESSOR TOTAL 6 Months 8-1 TO 12-16-94 12-17-94 to 12-31-94 5 Months 31-Dec-95 4 1/2 MONTHS 1/2 MONTHS 31-Dec-94 --------- ------------ ---------- --------- Sales 2,397,235 3,722,719 187,867 3,910,586 - - - Cost of Sales 1,475,284 2,857,889 107,338 2,965,227 Selling, General & Administrative Expenses 846,113 1,954,788 70,155 2,024,943 Research and Development Expenses 588,451 - - - Professional Fees Related to Reorganization - 600,198 - 600,198 Income (Loss) From Operations (512,613) (1,690,156) 10,374 (1,679,782) Fresh Start Adjustments - 1,598,841 - 1,598,841 Loss Before Extraordinary Items (512,613) (91,315) 10,374 (80,941) - - - Gain on Exchange of Debt for Common Stock - 1,062,667 - 1,062,667 Gain on Debt Forgiveness - 1,636,489 - 1,636,489 Total Extraordinary Items - 2,699,156 - 2,699,156 Interest Expense 71,274 125,605 2,315 127,920 Interest & Other Income - - (46) (46) Income (Loss) Before Provision For Income Taxes (583,887) 2,482,236 8,105 2,490,341 Provision for Income Taxes - - - - Net Income (Loss) (583,887) 2,482,236 8,105 2,490,341 Net Income (Loss) Per Common Share - - - - Before Extraordinary Items (0.031) (0.128) 0.005 (0.123) Extraordinary Items - 1.641 - 0.164 Net Income (Loss) Per Common Share (0.031) 1.513 0.005 1.518 Weighted Average Number of Common Shares Outstanding: 18,650,084 18,650,084 18,650,084 18,650,084
RADYNE CORP. Statement of Cash Flows (Unaudited)
{----CURRENT---} {------------------PRIOR PERIOD------------------} PREDECESSOR SUCCESSOR TOTAL ----------- --------- ----- 31-Mar-96 12/16/94 12/17 TO 12-31-94 12/31/94 --------- -------- ----------------- -------- Cash Flows From Operating Activities: Net Income (Loss) (583,887) 2,261,243 8,104 2,269,347 Adjustments to Reconcile Net Income (Loss) to Net Cash Flows Provided By (Used In) Operating Activities: Depreciation & Amortization 154,009 25,850 11,187 37,037 Provision for Losses on Accoutns Receivable 5,000 6,453 6,453 Provision for Losses on Inventory 612,026 612,026 Reorganization Items: Fresh Start Adjustments (1,598,841) (1,598,841) Gain on Exchange of Debt for Common stock (1,062,667) (1,062,667) Gain on Forgiveness of Debt (1,636,489) (1,636,489) (Increase) Decrease in Operating Assets: Acccounts Receivable (201,433) 127,476 (47,330) 80,146 Inventories (49,895) (692,936) 1,608 (691,328) Deposits (5,882) (9,586) - (9,586) Prepaids, Advances and Other 42,267 4,890 15,230 20,120 Increase (Decrease) in Operating Liabilities: Accounts Payable (252,450) 557,817 557,817 Accrued Liabilities (183,192) 599,990 599,990 (Increase) decrease in bankruptcy claims escrow (106,613) (106,613) Increase in Taxes Payable (45,441) 213,143 213,143 Total Adjustments (537,017) (2,959,487) (19,305) (2,978,792) Net Cash (Used In) Provided By Operating Activities (1,120,904) (698,244) (11,201) (709,445) Cash Flows From Investing Activities: Capital Expenditures (11,998) - - - Net Cash Used in Investing Activities (11,998) - - - Cash Flows From Financing Activities: Temporary Bank Overdraft (80,112) Change in Current Portion of Long Term Debt (37,929) Proceeds From Loan Payable to Affiliate 1,294,964 870,175 870,175 Net Cash Provided By (Used In) Financing Activities 1,176,923 870,175 - 870,175 Net Increase (Decrease) In Cash 44,021 171,931 (11,201) 160,730 Cash, Beginning of Period 2,109 84,467 256,398 84,467 Cash, End of Period 46,130 256,398 245,197 245,197
RADYNE CORP. Notes to Financial Statements - ----------------------------- (Information for the interim periods ending DECEMBER 31, 1995 and DECEMBER 31, 1994 is unaudited) 1. Business Radyne Corp. (the "Company") was incorporated on November 25, 1980 and commenced operations on May 22, 1981. The Company designs, manufactures and sells products, systems and software used for the transmission and reception of data over satellite and cable communications networks. 2. Summary of Significant Accounting Policies (a) Basis of Presentation The interim financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the statement of financial position as of JUNE 30, 1995 and DECEMBER 31, 1995 and the results of operations for the three months and six months ended DECEMBER 31, 1995 and the comparable prior periods presented. The financial statements should be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company's Form 10-KSB for the year ended June 30, 1995. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. (b) Inventories Inventories are stated at the lower of cost (first-in, first-out) or market value including material, direct labor and overhead costs. (c) Machinery and Equipment Machinery and equipment are stated at cost. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements which extend the useful lives of the assets are capitalized. Depreciation and amortization of machinery and equipment are computed using the straight-line method based on the following useful lives: Machinery and equipment 7 years Furniture and fixtures 7 years Leasehold improvements 5 years RADYNE CORP. Notes to Financial Statements - ----------------------------- (Information for the interim periods ending DECEMBER 31, 1995 and DECEMBER 31, 1994 is unaudited) (d) Research and Development ------------------------ Expenditures for research and development are charged to operations in the period incurred. (e) Taxes on Income --------------- The Company follows the liability method of accounting for income taxes, as prescribed by Statement No. 109 of the Financial Accounting Standards Board. (f) Per Share Data -------------- Earnings (loss) per share of common stock were computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each of the periods presented. The common equivalent shares were not included in the weighted average number of shares outstanding for the periods presented since their effect was antidilutive. RADYNE CORP. Notes to Financial Statements - ----------------------------- (Information for the interim periods ending DECEMBER 31, 1995 and DECEMBER 31, 1994 is unaudited) 3. Reorganization (a) Reorganization -------------- On April 28, 1994, the Predecessor Company (Radyne Corp.) filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York. Under Chapter 11, certain claims against the Predecessor Company in existence prior to the filing were stayed while the Predecessor Company continued business operations as debtor-in-possession. Claims secured against the Predecessor Company's assets were also stayed, although the holders of such claims had the right to move the court for relief from the stay prior to the plan being confirmed. Secured claims were secured primarily by liens on all of the Predecessor Company's assets. The Company emerged from Chapter 11 Bankruptcy when its Reorganization Plan was confirmed by the United States Bankruptcy Court on December 16, 1994. It has handled its increased capital requirements by continuing to fill orders, increase revenues and accounts receivable along with the financing provided by Radyne Corp. (Florida), a related party, during the bankruptcy and post confirmation period (amount at DECEMBER 31, 1995 is $3,018,345). 4. Inventories Inventories consist of the following: DEC 31, JUNE 30, 1995 1995 -------- ----- Raw Materials and components $ 40,006 $ 420,479 Work in process 612,700 370,563 Finished Goods 226,615 224,284 Demonstration Units In The Field 225,900 -0- --------- --------- Sub Total 1,105,221 1,015,326 Less Allowance for obsolescence 40,000 -0- Total $1,065,221 $ 1,015,326 ========= ========= RADYNE CORP. Notes to Financial Statements - ----------------------------- (Information for the interim periods ending DECEMBER 31, 1995 and DECEMBER 31, 1994 is unaudited) 5. Machinery, Equipment and Other Machinery, equipment and other consists of the following: DEC 31, JUNE 30, 1995 1995 ------ ------ Machinery and equipment $ 246,195 $ 234,197 Designs & Drawings 1,598,338 1,598,338 --------- ---------- 1,844,533 1,832,535 Less: accumulated depreciation and amortization (301,029) (147,020) --------- ---------- $ 1,543,504 $1,685,515 ========== ========= 6. Accrued Liabilities Accrued liabilities consist of the following: DEC 31, June 30, 1995 1995 -------- -------- Payroll and vacation $ 122,589 $ 87,087 Creditor's claims from Bankruptcy -0- 106,274 Professional fees 69,590 216,163 Other 318,933 284,779 --------- --------- $ 511,112 $ 694,303 ========= ========= RADYNE CORP Item 2 - Management's Discussion and Analysis of Financial Condition and ---------------------------------------------------------------------- Results. -------- Financial Condition The Company's assets have increased from $3,452,999 at June 30, 1995 to $3,564,955 at DECEMBER 31, 1995, while the company's liabilities have increased from $3,264,554 at June 30, 1995 to $3,960,397 at DECEMBER 31, 1995. The decrease in net assets (assets minus liabilities) of $583,887 relates to the Company's net loss for the SIX MONTH period ending DECEMBER 31, 1995. The Company's working capital deficit was ($1,837,365) at DECEMBER 31, 1995; an increase of $494,347 from ($1,343,018) at June 30, 1995. Results of operations for the SIX month period ended DECEMBER 31, 1995 compared to the FIVE month period ended DECEMBER 31, 1994, are as follows: The Company's net sales decreased 39% to $2,397,235 during the period ended DECEMBER 31, 1995 from $3,910,586 during the five month period ended DECEMBER 31, 1994. The Company's cost of sales as a percentage of sales decreased to 62% during the period ended DECEMBER 31, 1995 from 76% during the five month period ended DECEMBER 31, 1994. Selling, general and administrative costs decreased to $846,113 during the current period from $2,024,943 during the five month period ended DECEMBER 31, 1994. Research and development expenditures were not incurred in the 1994 or 1995 fiscal periods. Research and development expenditures totaled $588,451 during the period ended DECEMBER 31, 1995. Based on the increases in expenses outlined above, the Company experienced a net loss of ($583,887) during the period ended DECEMBER 31, 1995 as compared with net profit of $2,490,341 during the five month period ended DECEMBER 31, 1994. PART II - OTHER INFORMATION Item 1 - Legal Proceedings ----------------- The information called for is already disclosed in Note 3 to the Financial Statements contained in Part I of this report. Said information is hereby incorporated herein by reference. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 9, 1996 RADYNE CORP. ---------------------- By: Robert C. Fitting ---------------------------- Robert C. Fitting President By: A.J. Mullaney ---------------------------- A.J. Mullaney Secretary and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----