-----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, sUdFdjqwgPh0nJIiq04AXPDLeBZiEVWlMOHxyprdwiHQDPtsMIsWNG7wcUDr5l6C yljKNlpavjphC94+6OHIKg== 0000008919-95-000006.txt : 19950517 0000008919-95-000006.hdr.sgml : 19950517 ACCESSION NUMBER: 0000008919-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950516 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AYDIN CORP CENTRAL INDEX KEY: 0000008919 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 231686808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07203 FILM NUMBER: 95540098 BUSINESS ADDRESS: STREET 1: 700 DRESHER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156577510 10-Q 1 AYDIN CORPORATION Telephone 700 Dresher Road (215) 657-7510 P.O. Box 349 FAX Horsham, PA 19044 (215) 657-3830 U.S.A. Telex 685 1211 AYDIN UW May 16, 1995 (VIA EDGAR) SECURITIES & EXCHANGE COMMISSION Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Attn: Filing Desk, Stop 1-4 RE: Form 10-Q First Quarter 1995 File No. 1-7203 Gentlemen: We are enclosing for filing Aydin Corporation's Form 10-Q for the First Quarter ending April 1, 1995. Sincerely, /s/ Robert A. Clancy Robert A. Clancy Secretary and Corporate Counsel RAC:sbk Enclosures 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 April 1, 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 1-7203 AYDIN CORPORATION ________________________________________________________________________ (Exact name of registrant as specified in its charter) DELAWARE 23-1686808 ________________________________________________________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 DRESHER ROAD, HORSHAM, PA 19044 ________________________________________________________________________ (Address of principle executive offices) (Zip Code) (215) 657-7510 ________________________________________________________________________ (Registrant's telephone number, including area code) ________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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 each of the issuer's classes of common stock, as of the latest practicable date. Shares of common stock, $1.00 par value, outstanding as of May 12, 1995. ______5,015,685______ AYDIN CORPORATION PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Incorporated herein by reference are the Condensed Consolidated Financial Statements of Aydin Corporation and the related Notes to Financial Statements as set forth on pages 2 through 5 of the "1995 First Quarter Report" to Stockholders. These condensed consolidated financial statements for the three month period ended April 1, 1995 have been subjected to a limited review by Grant Thornton LLP, the Registrant's independent accountants, whose report, set forth on page 6 of the "1995 First Quarter Report" to Stockholders, is incorporated herein by reference. Earnings per share are based on the weighted average number of common shares outstanding plus shares issuable upon the assumed exercise of dilutive common stock options. The number of shares used in the computation of earnings per share for the three months ended April 1, 1995 and April 2, 1994 were 5,040,676 and 5,007,342, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (1) Material Changes in Financial Condition (4/01/95 versus 12/31/94) Unbilled revenue (net of advance payments and contract billings in excess of recognized revenue) increased by $10.9 million because of revenue recognized in excess of billings rendered on various contracts. Cash and short-term investments decreased by $10.0 million because of the unbilled revenue increase and a slow down in collections on the TMRC-C3 contract with the Turkish Government. Of the total of $17.9 million of cash and short-term investments at 4/1/95, approximately $15.9 million represents interest bearing collateral required to be maintained against letters of credit for foreign contracts. The Company at 4/1/95 had short-term bank borrowings outstanding of $5.5 million. The banks are requesting reductions of these short-term borrowings. The Company anticipates full payment of these bank loans in 1995 from internal cash flow. The Company is seeking new banking arrangements to cover its future potential needs. Based on the present backlog and projected cash flows, the Company anticipates financing its capital needs from internal sources and from some short-term borrowings in the foreseeable future. (2) Material Changes in Operations (First Quarter 1995 versus 1994) Cost of sales as a percentage of sales decreased to 72.9% from 74.9% as a result of operating efficiencies and a more favorable sales mix. Selling, general and administrative expenses increased by $924 thousand (17%) as a result of increased selling efforts and lower net foreign currency translation gains related to the Turkish subsidiary. Research and development costs increased by $337 thousand (35%) because of expanded development efforts in the telecommunications field. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS (a) The Registrant held its Annual Meeting of Stockholders on April 28, 1995. (b) Proxies for the meeting were solicited pursuant to Regulation 14A. There was no solicitation in opposition to management's nominees for directors as listed in the Proxy Statement. All such nominees were elected. (c) The matters voted upon and the results of the voting were as follows: (1) Election of Directors
For Withheld Broker Non-Votes I. Gary Bond 4,479,857 19,307 None Nev A. Gokcen 4,482,630 16,534 None Ayhan Hakimoglu 4,482,342 16,822 None Donald S. Taylor 4,484,434 14,730 None Harry D. Train II 4,479,989 19,175 None John F. Vanderslice 4,483,131 16,033 None
(2) Approval of the Individual Non-Qualified Stock Options.
For Against Abstain Broker Non-Votes 3,946,100 520,136 34,129 None
(3) Approval of the Amended 1994 Incentive Stock Option Plan
For Against Abstain Broker Non-Votes 3,969,138 495,897 34,129 None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following is a list of Exhibits filed as part of this report: Exhibit 2 - None Exhibit 3(i) - Restated Certificate of Incorporation (filed as Exhibit 3(i) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). Exhibit 3(ii) - By-Laws (filed as Exhibit 3(ii) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). Exhibit 4 - None Exhibit 10 - None Exhibit 11 - None Exhibit 15 - Letter re unaudited interim financial information Exhibit 18 - None Exhibit 19 - "1995 FIRST QUARTER REPORT" to Stockholders Exhibit 22 - None Exhibit 23 - None Exhibit 24 - None Exhibit 27 - Financial Data Schedule (electronic filing only) Exhibit 99 - None (b) Reports on Form 8-K No reports on Form 8-K were filed during the First Quarter 1995. 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. AYDIN CORPORATION DATE May 11, 1995 /s/ Herbert Welber Herbert Welber, Controller DATE May 11, 1995 /s/ Robert A. Clancy Robert A. Clancy, Secretary AYDIN CORPORATION FORM 10-Q QUARTERLY REPORT EXHIBIT INDEX N0. DESCRIPTION OF EXHIBIT 15 Letter re unaudited interim financial information 19 1995 First Quarter Report to Stockholders 27 Financial Data Schedule Exhibit 15 Two Commerce Square Suite 3100 2001 Market Street Philadelphia, PA 19103-7080 215-561-4200 FAX 215-561-1066 GRANT THORNTON LLP Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International Securities and Exchange Commission Washington, D.C. 20549 We have made a review of the condensed consolidated financial statements of Aydin Corporation and subsidiaries as of April 1, 1995 and for the three-month periods ended April 1, 1995 and April 2, 1994, in accordance with standards established by the American Institute of Certified Public Accountants, and issued our report thereon dated April 27, 1995. We are aware that such financial statements and our above-mentioned report appearing in the Form 10-Q of Aydin Corporation for the quarter ended April 1, 1995 are being incorporated by reference in the Registration Statement Nos. 33-53549; 33-34863; 33-22016; 33-14284; 2-97645; 2-93603; 2-77623; 2-64093 and that such report pursuant to Rule 436(c) of the Securities Act of 1993 is not considered a part of a registration prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Paragraphs 7 and 11 of that Act. /s/ Grant Thornton LLP Philadelphia, Pennsylvania May 11, 1995 Exhibit 19 Dear Stockholder: Aydin's sales and net income for the first quarter of 1995 were $35,588,000 and $1,191,000 respectively, representing $.24 per share as compared to $33,975,000 and $1,193,000 representing $.24 per share in the 1994 first quarter. During the quarter, the backlog increased to $137,000,000 as compared to $134,000,000 as of the end of 1994. An address was made to the New York Society of Security Analysts describing the Company's growth strategy. This includes continuing to bid on large and small military and industrial programs, stressing its telecommunication business and expanding its current military system integration business into the non-military and commercial/industrial marketplace. During the quarter, Aydin was awarded a contract from the United Kingdom for the supply of "Service Practice Instrumentation" totaling $13.5 million including probable options. In addition, a contract worth $5 million to supply the Egyptian Electric Authority with a digital telecommunication system was received. These are in addition to smaller orders. Aydin has combined three of its East Coast Divisions forming Aydin Corporation (East) to further enhance its current efficiency, marketing and competitiveness in the bidding process. /s/ Ayhan Hakimoglu Ayhan Hakimoglu Chairman of the Board April 28, 1995 (page 1) AYDIN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands except for per share amounts)
Three Months Ended April 2, 1994 April 1, 1995 Restated (Unaudited) (Unaudited) NET SALES $ 35,588 $ 33,975 COST AND EXPENSES Cost of sales 25,937 25,455 Selling, general and administrative 6,524 5,600 Research and development 1,449 1,072 Interest expense (income), net (157) (19) _______ ______ Total 33,753 32,108 _______ ______ INCOME BEFORE INCOMES TAXES AND MINORITY INTEREST 1,835 1,867 INCOME TAXES 636 674 _______ ______ INCOME BEFORE MINORITY INTEREST 1,199 1,193 LESS MINORITY INTEREST 8 - 0 - _______ ______ NET INCOME $ 1,191 $ 1,193 _______ ______ _______ ______ EARNINGS PER SHARE $ .24 $ .24 _______ ______ _______ ______
(page 2) AYDIN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ($000 Omitted) ASSETS
April 1, 1995 Dec. 31, 1994 _____________ _____________ (Unaudited) CURRENT ASSETS: Cash, including cash equivalents- 1995, $5,512; 1994, $18,220 $ 7,475 $ 20,961 Short-term investments 10,444 6,980 Accounts receivable 33,987 35,351 Unbilled revenue, after progress billings 63,851 54,909 Inventories: Raw materials 9,043 9,440 Work-in-process 8,459 7,419 Finished product 3,843 3,705 Prepaid expenses 1,664 1,350 ________ ________ Total current assets 138,766 140,115 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation: 1995, $56,941; 1994, $56,103 25,300 25,486 OTHER ASSETS 476 477 ________ ________ TOTAL ASSETS $164,542 $166,078 ________ ________ ________ ________ __________________________________________________________________ NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the periods. The 1994 balance sheet has been derived from the audited financial statements contained in the 1994 Annual Report to Stockholders. The first quarter of 1994 reflects amounts which were previously restated as a result of originally not including the results of a foreign subsidiary. In periods prior to 1994, the results of this subsidiary were not significant. These interim financial statements conform with the requirements for interim financial statements and consequently do not include all the disclosures normally required by generally accepted accounting principles. Disclosures are updated where appropriate. There are no changes in contingency disclosures. Pretax income for the first quarter of 1995 includes foreign currency translation gains of $109,000 relating to the Turkish subsidiary.
(page 3) AYDIN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ($000 Omitted) LIABILITIES AND STOCKHOLDERS' EQUITY
April 1, 1995 Dec. 31, 1994 _____________ _____________ (Unaudited) CURRENT LIABILITIES: Current maturities of long-term debt $ 403 $ 402 Short-term bank debt 5,486 6,486 Accounts payable 25,806 27,055 Accrued liabilities 11,159 10,600 Advanced payments and contract billings in excess of recognized revenue 2,178 4,169 Accrued and deferred income taxes 10,264 9,617 ________ _______ Total current liabilities 55,296 58,329 LONG-TERM DEBT, less current maturities 1,394 1,549 DEFERRED INCOME TAXES 7,200 6,983 MINORITY INTEREST 111 - 0 - STOCKHOLDERS' EQUITY: Common stock, par value $1- authorized 7,500,000 shares: issued 1995, 4,997,769 shares; 1994, 4,990,400 shares 4,998 4,990 Additional paid-in capital 857 787 Retained earnings 95,144 93,953 Less treasury stock at cost: 1995, 3,597 shares; 1994, none (52) - 0 - Foreign currency translation effects (406) (513) ________ _______ Stockholders' equity 100,541 99,217 ________ _______ TOTAL LIABILITIES AND EQUITY $164,542 $166,078 ________ _______ ________ _______
(page 4) AYDIN CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ($000 omitted)
Three Months Ended April 2, 1994 April 1, 1995 Restated _____________ _____________ (Unaudited) (Unaudited) OPERATING ACTIVITIES Net Income $ 1,191 $ 1,193 Items not affecting cash: Depreciation and amortization 842 1,257 Deferred income taxes 142 (100) Minority Interest 8 - 0 - Other 108 (54) Changes in certain working capital items: Accounts receivable 1,364 4,942 Unbilled revenue (8,942) (2,896) Advance payments and contract billings in excess of recognized revenue (1,991) 994 Inventories (781) 635 Prepaid expenses (314) (599) Accounts payable and accrued liabilities (690) (361) Accrued income taxes 722 2,010 ________ _________ CASH PROVIDED (USED) BY OPERATING ACTIVITIES (8,341) 7,021 INVESTING ACTIVITIES Net property, plant and equipment additions (656) (1,160) Short-term investments (3,464) 713 ________ _________ CASH USED BY INVESTING ACTIVITIES (4,120) (447) FINANCING ACTIVITIES Principal payments on long-term debt (154) (103) Net repayments of short-term borrowings (1,000) (6,500) Purchase of Treasury Shares (52) - 0 - Minority investment in consolidated subsidiary 103 (105) Proceeds from exercise of stock options 78 11 ________ _________ CASH USED BY FINANCING ACTIVITIES (1,025) (6,697) ________ _________ DECREASE IN CASH AND CASH EQUIVALENTS (13,486) (123) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 20,961 11,822 ________ _________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,475 $ 11,699 ________ _________ ________ _________
(page 5) INDEPENDENT ACCOUNTANTS' REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION Board of Directors and Stockholders Aydin Corporation We have reviewed the condensed consolidated balance sheets of Aydin Corporation and subsidiaries as of April 1, 1995 and April 2, 1994, and the related condensed consolidated statements of income and cash flows for the three month periods then ended. These condensed consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1994, and the related consolidated statements of operations and cash flows for the year then ended (not presented herein) and in our report dated February 20, 1995 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1994 is fairly stated, in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ Grant Thornton LLP Philadelphia, Pennsylvania April 27, 1995 _________________________________________________________________ A copy of Aydin Corporation's Form 10Q may be obtained without charge, upon written request sent to Aydin Corporation (page 6) EX-27 2 ARTICLE 5 FDS FOR 1ST QUARTER 10-Q WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 This schedule contains summary financial information extracted from First Quarter Report to Stockholders and is qualified in its entirety by reference to such financial statements. 1,000 QTR-1 DEC-31-1995 APR-01-1995 7,475 10,444 33,987 0 21,345 138,766 82,241 56,941 164,542 55,296 1,394 4,998 0 0 95,543 164,542 35,588 35,588 25,937 33,753 0 0 (157) 1,835 636 1,199 0 0 0 1,191 .24 .24
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