-----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, VIPLlPsaqD3z91SuhxM34EwnPdChjNODRZpSCyZPgyLnOA9vbMKYoNQOMvHkBeyX h2Of5FLWwx6da4DCb52xJQ== 0000950134-96-000243.txt : 19960201 0000950134-96-000243.hdr.sgml : 19960201 ACCESSION NUMBER: 0000950134-96-000243 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951229 FILED AS OF DATE: 19960131 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX COMMUNICATIONS CORP /TX/ CENTRAL INDEX KEY: 0000780416 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 751982974 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15277 FILM NUMBER: 96509207 BUSINESS ADDRESS: STREET 1: 2600 N LONGVIEW ST STREET 2: PO BOX 1277 CITY: KILGORE STATE: TX ZIP: 75662 BUSINESS PHONE: 9039840555 10-Q 1 FORM 10-Q PERIOD END 12/29/95 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 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 0-15277 VERTEX COMMUNICATIONS CORPORATION (Exact name of Registrant as specified in its charter) TEXAS 75-1982974 (State or other jurisdiction of (I.R.S. Employer incorporated or organization) Identification No.) 2600 N. LONGVIEW STREET, KILGORE, TEXAS 75662 (Address of principal executive offices and zip code) (903) 984-0555 (Registrant's telephone number, including area code) 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 (of for such shorter period as 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. AS OF DECEMBER 29, 1995, THERE WERE 4,425,256 SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK $.10 PAR VALUE. ================================================================================ 2 VERTEX COMMUNICATIONS CORPORATION TABLE OF CONTENTS TO FORM 10-Q FOR THE THREE MONTHS ENDED DECEMBER 29, 1995 PART I - FINANCIAL INFORMATION Item 1. Financial Statements - (Unaudited) Condensed Consolidated Balance Sheets - December 29, 1995 and September 30, 1995 Condensed Consolidated Statements of Income - Three months ended December 29, 1995 and December 30, 1994 Condensed Consolidated Statements of Cash Flows - Three months ended December 29, 1995 and December 30, 1994 Notes to Condensed Consolidated Financial Statements - December 29, 1995 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K SIGNATURE 3 VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
December 29 September 30 1995 1995 ---------------- ---------------- ASSETS (Unaudited) * CURRENT ASSETS Cash and equivalents $ 11,848 $ 14,870 Accounts receivable, net 17,746 16,295 Inventories (Note B) 16,602 14,324 -------- -------- 46,196 45,489 PROPERTY AND EQUIPMENT, at cost 21,475 20,798 Less accumulated depreciation (8,891) (8,400) --------- --------- 12,584 12,398 GOODWILL, less accumulated amortization of $358 and $268 5,059 5,149 Other assets 838 818 -------- -------- TOTAL ASSETS $ 64,677 $ 63,854 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,627 $ 2,883 Accrued compensation 1,113 1,799 Other accrued liabilities 3,986 4,935 Customers' advances 3,637 2,015 Deferred income taxes 746 461 -------- -------- 12,109 12,093 ACQUISITION INDEBTEDNESS 875 1,312 DEFERRED INCOME TAXES 763 763 COMMITMENTS AND CONTINGENCIES -------- -------- SHAREHOLDERS' EQUITY Common stock, ($.10 par value, 20,000,000 shares authorized, 4,661,402 shares issued) 466 466 Capital in excess of par value 24,940 24,963 Retained earnings 28,151 26,758 Treasury stock, at cost, (236,146 shares in December; 230,146 shares in September) (2,808) (2,700) Translation adjustment 181 199 -------- -------- 50,930 49,686 -------- -------- TOTAL LIABILITIES AND EQUITY $ 64,677 $ 63,854 ======== ========
* The balance sheet at September 30, 1995 has been taken from audited financial statements at that date and condensed. 1 4 VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts)
Three Months Ended December 29 December 30 1995 1994 ------------- ------------- NET SALES $ 18,964 $ 14,707 COSTS AND EXPENSES: Cost of sales 13,983 11,028 Research and development 664 407 Marketing 1,004 714 General and administrative 1,428 979 ------------- ------------- 17,079 13,128 ------------- ------------- OPERATING INCOME 1,885 1,579 OTHER INCOME (EXPENSE): Income from investments 134 146 Interest expense (26) --- ------------- ------------- INCOME BEFORE INCOME TAXES 1,993 1,725 Provision for income taxes 600 500 ------------- ------------- NET INCOME $ 1,393 $ 1,225 ============= ============= EARNINGS PER SHARE $ .30 $ .26 ============= ============= AVERAGE SHARES AND EQUIVALENT SHARES OUTSTANDING 4,618 4,647 ============= =============
2 5 VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Three Months Ended December 29 December 30 1995 1994 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES $ (1,776) $ 2,572 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (677) (730) Payment for business purchased in fiscal 1995 (438) --- ------------- ------------- (1,115) (730) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury stock (150) (2,264) Other 19 76 ------------- ------------- (131) (2,188) ------------- ------------- DECREASE IN CASH AND EQUIVALENTS (3,022) (346) CASH AND EQUIVALENTS: At beginning of period 14,870 20,527 ------------- ------------- AT END OF PERIOD $ 11,848 $ 20,181 ============= =============
3 6 VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all the adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 1995. NOTE B - INVENTORIES (IN THOUSANDS) The components of inventory consist of the following:
December 29 September 30 1995 1995 ------------- ------------- Raw Materials $ 5,219 $ 4,476 Work-In-Process 10,101 8,661 Finished Goods 1,282 1,187 ------------- ------------- $ 16,602 $ 14,324 ============= =============
NOTE C - ACQUISITION On January 25, 1995 (effective January 1, 1995), the Company acquired all of the outstanding common stock of Maxtech, Inc. by purchase. Below are the unaudited pro forma results of operations prepared by management, as if the acquisition had occurred on October 1, 1994.
Three Months Ended December 30, 1994 ----------------- Net Sales $ 16,073,000 Net Income $ 1,033,000 Earnings Per Share $ .22
4 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Net sales for the three months ended December 29, 1995 increased by 28.9 percent when compared to the same period one year earlier. Approximately 50 percent of the sales increase is attributable to the acquisition of Maxtech and the balance was primarily a result of increased product demand. Research and development expenses of $664,000 increased by 63.1 percent in the first quarter of fiscal 1996 over the same quarter last year due to continued work on the new 9.3-meter bolt-together antenna design and the inclusion of Maxtech. Marketing spending combined with general and administrative expenses were $2.4 million during the three months ended December 29, 1995 or 43.7 percent higher than the comparable period. This spending increase was principally caused by the Maxtech acquisition and the start-up of two new operating divisions. The effective tax rate for fiscal 1996 is lower than the prescribed statutory rates mainly due to the effect of tax incentives available from export shipments and certain investment income that is not taxable. Net income for the first quarter was $1.4 million or 13.7 percent greater than the comparable period due to the factors discussed above. The Company received $19.5 million of new orders to push unfilled order backlog to a record high of $44.7 million at the close of business at the end of the quarter. FINANCIAL CONDITION AS OF DECEMBER 29, 1995 The Company's operating activities consumed $1.8 million in the first quarter of fiscal 1996 compared to same quarter last year when operating activities generated $2.6 million. The favorable impact of strong net income was more than offset as the balances of inventories and accounts receivable increased by $2.3 million and $1.5 million, respectively, since September 30, 1995. These working capital accounts increased mainly due to stepped-up sales and orders volume. Management believes that forecasted cash flows combined with the Company's favorable financial condition will be sufficient to fund the Company's operations and planned capital investments for the foreseeable future. Management is not aware of any demands which are likely to impact liquidity in an adverse manner. 5 8 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 27 - Financial Data Schedule (b) Form 8-K: The Company filed no reports on Form 8-K and none were required to be filed during the three months ended December 29, 1995. 6 9 SIGNATURE 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. VERTEX COMMUNICATIONS CORPORATION --------------------------------- (Registrant) Date: January 31, 1996 /s/ J. D. Carter ------------------------- -------------------------------------- J. D. Carter Vice President - Finance (Duly Authorized Officer and Principal Financial Officer) 7 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule
EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 29, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS SEP-30-1996 OCT-01-1995 DEC-29-1995 11,848 0 17,987 241 16,602 46,196 21,475 8,891 64,677 12,109 0 466 0 0 50,464 64,677 18,964 18,964 13,983 13,983 3,096 0 26 1,993 600 1,393 0 0 0 1,393 .30 .30
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