-----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, OGn/jooARjpu1uaauih8x5Z8GVkTHqKjLK6X+uaJuHuwpLF3FUgx9X2zZEq7mh/g ZDVm7K7KjKSiQaHa8dZdYQ== 0000008065-95-000003.txt : 19950214 0000008065-95-000003.hdr.sgml : 19950214 ACCESSION NUMBER: 0000008065-95-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950213 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: 95509188 BUSINESS ADDRESS: STREET 1: 6 NEVADA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163281600 MAIL ADDRESS: STREET 2: 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 December 31, 1994 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended to Commission 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 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 equity, as of the latest practicable date: December 31, 1994 - 4,565,566 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 six months ended December 31, 1994 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 December 31, June 30, 1994 1994 (Unaudited) (In Thousands) ASSETS Current Assets: Cash and cash equivalents $15,542 $22,916 Marketable securities (at lower of cost or market) 16,806 10,390 Accounts receivable (less estimated doubtful accounts of $58,000 in December 1994 and June 1994) 3,071 1,977 Accounts receivable - claims 1,083 1,108 Inventories 4,144 4,618 Prepaid expenses and other current assets 430 227 Total current assets $41,076 $41,236 Long-term investments 275 275 Factory, laboratory and other equipment at cost (less accumulated depreciation of $2,506,000 in December 1994 and $2,414,000 in June 1994) 278 362 Excess of cost over the fair value of net assets acquired, net of accumulated amortization 254 277 Other assets 214 233 TOTAL $42,097 $42,383 ======= ======= LIABILITIES Current liabilities: Accounts payable $ 179 $ 352 Accrued payroll and employee benefits 192 296 Other accrued liabilities 160 347 Income taxes payable 8 11 Total current liabilities $ 539 $ 1,006 Deferred income taxes 7,975 8,000 Total liabilities $ 8,514 $ 9,006 SHAREHOLDERS' EQUITY Capital Stock Common-authorized 10,000,000 shares, $.10 par value; issued and outstanding 4,565,566 shares in December 1994 and 4,548,848 shares in June 1994 $ 457 $ 455 Additional paid-in capital 6,771 6,529 Retained Earnings 26,355 26,393 Total shareholders' equity $33,583 $33,377 TOTAL $42,097 $42,383 ======= ======= Inventories: Estimated inventories are comprised of the following: Raw material $ 1,771 $ 2,100 Work in process 2,373 2,518 TOTAL $ 4,144 $ 4,618 ======= ======= ASTROSYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended Three Months Ended December 31, December 31, 1994 1993 1994 1993 (In Thousands) (Except Earnings per Common Share) Sales $5,225 $5,205 $3,020 $3,062 Cost of sales (Note 1) 3,888 3,935 2,158 2,369 Selling, general and administrative expenses 2,092 2,088 982 976 ----- ----- ----- ----- 5,980 6,023 3,140 3,345 (Loss) from operations (755) (818) (120) (283) Investment and other income (net) 692 608 428 312 Earnings (loss) before taxes on income (63) (210) 308 29 Income taxes (benefit) (Note 2) (25) (487) 123 7 Earnings before cumulative effect of change in accounting principle (38) 277 185 22 Cumulative effect of change in accounting principle - adoption of SFAS No. 109 (Note 2) 404 Net (loss) earnings $ (38) $ 681 $ 185 $ 22 ======= ======= ======= ======= Primary and fully diluted (loss) earnings per share (Note 2): Earnings (loss) before cumulative effect of change in accounting principle $ (.01) $ .05 $ .03 $ .00 Cumulative effect of change in accounting principle .08 Net (loss) earnings per share $ (.01) $ .13 $ .03 $ .00 Number of shares Primary 5,282 4,999 5,286 5,004 Fully Diluted 5,282 4,999 5,286 5,004 ASTROSYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended December 31, December 31, 1994 1993 (In Thousands) Cash flows from operating activities: Net (loss) earnings $ (38) $ 681 Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities: Cumulative effect of change in accounting principle (404) Depreciation and amortization 115 115 Reversal of income tax reserves no longer required (400) Shares issued to retirement plan 69 61 Compensatory issuance of stock options 175 29 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (1,069) 3,156 Decrease in inventories 474 497 (Increase) decrease in prepaid expenses and other current assets (184) 170 (Increase) in prepaid and refundable income taxes (69) (Decrease) in accounts payable (173) (228) (Decrease) in accrued payroll and employee benefits (104) (66) (Decrease) in other accrued liabilities (187) (89) (Decrease) in taxes payable (28) (24) _______ _______ Net cash (used in) provided by operating activities (950) 3,429 _______ ______ Cash flows from investing activities: Distribution received from long-term investment 79 Marketable securities (6,416) 1,388 (Acquisition) of equipment (8) (69) ------- ------ Net cash (used in) provided by investing activities (6,424) 1,398 ------- ------ Cash flows from financing activities: Purchase and retirement of shares (124) ------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,374) 4,703 Cash and cash equivalents, beginning of period 22,916 19,332 ------ ------ CASH AND CASH EQUIVALENTS, END OF PERIOD $15,542 $24,035 ====== ====== 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 period ended December 31, 1993 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. MANAGEMENT'S 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 author- ization 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 trans- actions. Since that time 408,727 shares have been repurchased. No repurchases were made during the six month period ending December 31, 1994. Inflation has not materially impacted the operations of the Company. Results of Operations Comparison of six months ended December 31, 1994 vs six months ended December 31, 1993 Cost of Sales as a percentage of revenue for the six months ended December 31, 1994 was 74% of revenue versus 76% for the prior equivalent period. Cost of Sales as a percentage of revenues were 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. Selling, General and Administrative expenses for the period ended December 31, 1994 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 December 31, 1994 was higher than the prior equivalent period due to the sale of floating rate preferred stock and the investment of the proceeds in higher interest bearing securities. In 1993, 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 December 31, 1993 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 six month period ended December 31, 1993 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 1995 will be below the prior year's 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 December 31, 1994 vs three months ended December 31, 1993 Cost of Sales as a percentage of revenue for the three months ended December 31, 1994 was 71% of revenue versus 77% for the prior equivalent period. Cost of Sales were 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. Investment and other income for the three month period ended December 31, 1994 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. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. On December 1, 1994 at an Annual Meeting of Stockholders, the stock- holders of the Company elected a Board of five directors consisting of Seymour Barth, Gilbert H. Steinberg, Elliot J. Bergman, Elliot D. Spiro and Walter Steinberg, and ratified the appointment of Richard A. Eisner & Company LLP as the Company's independent auditors for the fiscal year ending June 30, 1995. The number of affirmative votes, negative votes and abstentions with regard to the foregoing were as follows: (i) Election of Directors Voted for Did not vote Nominee Election for Election Seymour Barth 3,440,085 46,959 Gilbert H. Steinberg 3,439,085 47,959 Elliot J. Bergman 3,439,435 47,609 Elliot D. Spiro 3,440,484 46,560 Walter Steinberg 3,432,934 54,110 (ii) Ratification of Auditors For: 3,444,624 Against: 16,878 Abstain: 25,542 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. February 13, 1995 BY: Date Gilbert H. Steinberg, Vice President February 10, 1995 Date Gilbert H. Steinberg, Treasurer and Chief Financial Officer EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 0000008065 ASTROSYSTEMS, INC. 1,000 U.S. 6-MOS QTR-2 JUN-30-1995 JUN-30-1995 JUL-01-1994 OCT-01-1994 DEC-31-1994 DEC-31-1994 1.00 1.00 15,542 15,542 16,806 16,806 4,154 4,154 58 58 4,144 4,144 41,076 41,076 2,784 2,784 2,506 2,506 42,097 42,097 539 539 0 0 4,565 4,565 0 0 0 0 33,126 33,126 42,097 42,097 5,225 3,020 5,225 3,020 3,888 2,158 5,980 3,140 0 0 0 0 0 0 (63) 308 (25) 123 0 0 0 0 0 0 0 0 (38) 185 (.01) .03 (.01) .03
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