-----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, jdOgpFFiIBF99hiHuOKsQyLcGbrjKH92H4JpNmyGiZpM43FZsPDgDhDVqRXqedKa RCaC019pKaZNzTBheECMmw== 0000008065-95-000005.txt : 19950516 0000008065-95-000005.hdr.sgml : 19950516 ACCESSION NUMBER: 0000008065-95-000005 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTROSYSTEMS INC CENTRAL INDEX KEY: 0000008065 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 135691210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-03344 FILM NUMBER: 95538584 BUSINESS ADDRESS: STREET 1: 6 NEVADA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163281600 MAIL ADDRESS: STREET 1: 6 NEVADA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ 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 quarterly period ended to Commiission File Number: 0-3344 ASTROSYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 13-5691210 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6 Nevada Drive, Lake Success, New York 11042 (Address of principal executive offices) (Zip Code) (516) 328-1600 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has 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 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the issuer has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Exchange Act after the distribution of securites under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: March 31, 1995 - 4,573,281 PART I - FINANCIAL INFORMATION ASTROSYSTEMS, INC. AND SUBSIDIARIES The financial information herein is unaudited. However, in the opinion of management, such information reflects all adjustments (consisting only of normal recurring accruals) necessary to a fair presentation of the results of operations for the periods being reported. Additionally, it should be noted that the accompanying condensed financial statements do not purport to be complete disclosures in conformity with generally accepted accounting principles. The results of operations for the nine months ended March 31, 1995 are not necessarily indicative of the results of operations for the full fiscal year ending June 30, 1995. The balance sheet as at June 30, 1994 was condensed from the audited balance sheet in the 1994 Annual Report on Form 10-KSB. All other financial statements presented are unaudited. These condensed financial statements should be read in conjunction with the Registrant's financial statements for the year ended June 30, 1994. ASTROSYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS As at March 31, June 30, 1995 1994 (Unaudited) (In Thousands) ASSETS Current Assets: Cash and cash equivalents $12,594 $22,916 Marketable securities (at lower of cost or market) 20,748 10,390 Accounts receivable (less estimated doubtful accounts of $58,000 in March 1995 and June 1994) 3,657 1,977 Accounts receivable - claims 519 1,108 Inventories (Note 1) 3,974 4,618 Prepaid expenses and other current assets 435 227 ------- ------- Total current assets $41,927 $41,236 Long-term investments 275 275 Factory, laboratory and other equipment at cost (less accumulated depreciation of $2,553,000 in March 1995 and $2,414,000 in June 1995) 240 362 Excess of cost over the fair value of net assets acquired, net of accumulated amortization 242 277 Other assets 219 233 ------- ------- TOTAL $42,903 $42,383 ======= ======= LIABILITIES Current liabilities: Accounts payable $ 446 $ 352 Accrued payroll and employee benefits 248 296 Other accrued liabilities 173 347 Income taxes payable 191 11 ------- ------- Total current liabilities $ 1,058 $ 1,006 Deferred income taxes 8,000 8,000 ------- ------- Total liabilities $ 9,058 $ 9,006 SHAREHOLDERS' EQUITY Capital Stock Common-authorized 10,000,000 shares, $.10 par value; issued and outstanding 4,573,281 shares in March 1995 and 4,548,848 shares in June 1994 $ 457 $ 455 Additional paid-in capital 6,804 6,529 Retained Earnings 26,584 26,393 ------- ------- Total shareholders' equity $33,845 $33,377 ------- ------- TOTAL $42,903 $42,383 ======= ======= Inventories: Estimated inventories are comprised of the following: Raw material $ 1,761 $ 2,100 Work in process 2,213 2,518 ------- ------- TOTAL $ 3,974 $ 4,618 ======= ======= ASTROSYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Nine Months Ended Three Months Ended March 31, March 31, 1995 1994 1995 1994 (In Thousands) (Except Earnings per Common Share) Sales $8,554 $ 8,407 $3,329 $3,202 ------ ------- ------ ------ Cost of sales (Note 1) 6,184 6,405 2,296 2,470 Selling, general and administrative expenses 3,204 3,182 1,112 1,094 ------ ------ ------ ------ 9,388 9,587 3,408 3,564 Earnings (loss) before other income (834) (1,180) (79) (362) Investment and other income (net) 1,153 757 461 149 ------ ------ ------ ------ Earnings (loss) before taxes on income 319 (423) 382 (213) Income taxes (benefit) (Note 2) 128 (575) 153 (88) ------ ------ ------ ------ Earnings (loss) before cumulative effect of change in accounting principle 191 152 229 (125) Cumulative effect of change in account- ing principle - adoption of SFAS No. 109 (Note 2) 404 ------ ------ ------ ------ Net earnings (loss) $ 191 $ 556 $ 229 $ (125) ====== ====== ====== ====== Primary and fully diluted (loss) earnings per share (Note 2): Earnings (loss) before cumulative effect of change in accounting principle $ .04 $ .03 $ .04 $ (.02) Cumulative effect of change in accounting principle .08 ------ ------ ------ ------ Net earnings (loss) per share $ .04 $ .11 $ .04 $ (.02) ====== ====== ====== ====== Number of shares Primary 5,285 5,308 5,297 5,296 Fully Diluted 5,285 5,312 5,297 5,311 ASTROSYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended March 31, March 31, 1995 1994 (In Thousands) Cash flows from operating activities: Net earnings $ 191 $ 556 Adjustments to reconcile net earnings to net cash provided by operating activities: Cumulative effect of change in accounting principle (404) Depreciation and amortization 174 143 Reversal of excess income tax accruals (400) Unrealized loss on securities 100 Compensatory issuance of stock options 175 29 Shares issued to retirement plan 102 103 Provision for doubtful accounts 20 Changes in operating assets and liabilities: (Increase) Decrease in accounts receivable (1,091) 3,381 Decrease in inventories 644 1,317 (Increase) Decrease in prepaid expenses and other current assets (194) 143 (Increase) in prepaid and refundable income taxes (160) Increase (Decrease) in accounts payable 94 (331) (Decrease) in accrued payroll and employee benefits (48) (56) Increase (Decrease) in other accrued liabilities (174) 5 (Decrease) Increase in taxes payable 180 (24) ------- ------- Net cash provided by operating activities 53 4,422 ------- ------- Cash flows from investing activities: Distribution received from long-term investment 79 Marketable securities (10,358) (521) (Acquisition) of equipment (17) (81) ------- ------- Net cash (used in) investing activities (10,375) (523) ------- ------- Cash flows from financing activities: Purchase and retirement of shares (172) ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (10,322) 3,727 Cash and cash equivalents, beginning of period 22,916 19,332 ------- ------- CASH AND CASH EQUIVALENTS, END OF PERIOD $12,594 $23,059 ======= ======= ASTROSYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Note 1) For interim financial statements the Registrant estimates its costs of sales. (Note 2) Income taxes During the quarter ended September 30, 1993, the Company changed its method of accounting for income taxes, effective as of July 1, 1993, to comply with the provisions of Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." Deferred income taxes are based on the liability method as prescribed by SFAS 109, which requires an adjustment to the deferred tax liability to reflect income tax rates currently in effect rather than historical rates. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is currently recorded by applying the rate change to the cumulative temporary differences. As permitted under SFAS 109, prior years' financial statements have not been restated. The cumulative effect of adopting SFAS 109 through June 30, 1993 was $404,000. Included in income taxes benefit for the nine months ended March 31, 1994 was a reversal made in the first quarter of Fiscal June 30, 1994 of federal and state tax accruals of $400,000 or $.08 per share which are no longer required. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Liquidity, Capital Resources and Impact of Inflation - ---------------------------------------------------- The Company's working capital did not materially change since June 30, 1994. The Company announced on October 23, 1992 a Board of Directors authorization for the repurchase of up to 500,000 shares of Common Stock to be made from time to time through open market and privately negotiated transactions. Since that time 408,727 shares have been repurchased. No repurchases were made during the nine month period ending March 31, 1995. Inflation has not materially impacted the operations of the Company. Results of Operations - --------------------- Comparison of nine months ended March 31, 1995 vs nine months ended March 31, 1994 - ---------------------------------------------------------------------------- Cost of Sales as a percentage of revenue for the nine months ended March 31, 1995 was 72% of revenue versus 76% for the prior equivalent period. Cost of Sales as a percentage of revenues was lower primarily due to the settlement of a contract claim with the government for which a major portion of the costs had been expensed in prior periods. The general trend in Cost of Sales as a percentage of revenue is increasing as sales orders and backlog continue to decrease. Included in Cost of Sales are fixed expenses such as rent; in addition, the Company's Government contracts and subcontracts require certain fixed expenses such as quality assurance personnel, which cannot be reduced in proportion to revenue. Selling, General and Administrative expenses for the period ended March 31, 1995 included a non cash charge of $175,000 for the extension of employee stock options. Selling, General and Administrative expenses did not increase over the prior period by the amount of this charge, primarily due to a decrease in commissions and other sales expenses. Investment and other income for the period ended March 31, 1995 was higher than the prior equivalent period due to investments in higher interest bearing securities. In fiscal 1994, the cumulative effect of change in accounting principle is due to a recalculation of deferred income taxes in compliance with Statement of Financial Accounting Standards No. 109. In addition, included in Income Taxes Benefit for the period ended March 31, 1994 is a reversal made in the first quarter of fiscal June 30, 1994 of tax reserves in the amount of $400,000 (or $.08 per share) which are no longer required. Net earnings for the nine month period ended March 31, 1994 included $404,000 or $.08 per share from the cumulative effect of a change in accounting principle relating to accounting for income taxes (SFAS No. 109) and 400,000 or $.08 per share relating to the effects of the reversal of income tax reserves as discussed above. Deliveries of Torpedo Power Supplies, which remain the Company's current major defense product, are currently scheduled for completion in June of 1995. The Company is attempting to offset a prospective substantial decline in Defense Electronics orders by increased sales for Industrial Automation Products and Behlman Electronics as well as seeking niche Defense Electronic markets such as repair and maintenance of the Company's products and those of other manufacturers. However, there is no assurance that this strategy will be successful in the long run, and the Company anticipates sales for fiscal year 1995 will be below the prior year's results. Unless the Company is successful on one of its major Defense Electronics proposal efforts prior to the end of fiscal 1995, fiscal 1996 revenue could be substantially below fiscal 1995 results. Due to the nature of the Company's business, there are significant differences in period sales and therefore the results for a single period are not necessarily indicative of the entire year. Comparison of three months ended March 31, 1995 vs three months ended March 31, 1994 - --------------------------------------------------------------------------- Cost of Sales as a percentage of revenue for the three months ended March 31, 1995 was 69% of revenue versus 77% for the prior equivalent period. Cost of Sales as a percentage of revenue was lower primarily due to shipment of products with higher gross profit margins in the 1995 period. Investment and other income for the three month period ended March 31, 1995 was higher than the prior equivalent period due to higher interest rates on investments. Due to the nature of the Company's business, there are significant differences in period sales and therefore the results for a single period are not necessarily indicative of the entire year. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ASTROSYSTEMS, INC. May 15, 1995 BY: /S/ Date Gilbert H. Steinberg, Vice President May 15, 1995 /S/ Date Gilbert H. Steinberg, Treasurer and Chief Financial Officer EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 9-MOS QTR-3 JUN-30-1995 JUN-30-1995 MAR-31-1995 MAR-31-1995 12,594 12,594 20,748 20,748 4,176 4,176 58 58 3,974 3,974 41,927 41,297 2,793 2,793 2,553 2,553 42,903 42,903 1,058 1,058 0 0 457 457 0 0 0 0 33,388 33,388 42,903 42,903 8,554 3,329 8,554 3,329 6,184 2,296 9,388 3,408 0 0 0 0 0 0 319 382 128 153 0 0 0 0 0 0 0 0 191 229 .04 .04 .04 .04
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