-----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, MEH9U+sFYickHz2GIp9ychaWhALZ+xuMrDmTlU8ye/NtvTiYZQaDICWrPVIVsQx/ 18+FfXI/0gJYYlXq4B4kQQ== 0000949459-96-000127.txt : 19960910 0000949459-96-000127.hdr.sgml : 19960910 ACCESSION NUMBER: 0000949459-96-000127 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMETRICS INDUSTRIES INC CENTRAL INDEX KEY: 0000095944 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 590954868 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04025 FILM NUMBER: 96614116 BUSINESS ADDRESS: STREET 1: 557 N HARBOR CITY BLVD CITY: MELBOURNE STATE: FL ZIP: 32935 BUSINESS PHONE: 4072541500 MAIL ADDRESS: STREET 1: 557 NORTH HARBOR CITY BLVD. CITY: MELBOURNE STATE: FL ZIP: 32935 FORMER COMPANY: FORMER CONFORMED NAME: SYMETRICS ENGINEERING CORP DATE OF NAME CHANGE: 19700901 FORMER COMPANY: FORMER CONFORMED NAME: SYMETRICS INC DATE OF NAME CHANGE: 19691015 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDED 06/30/96 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended JUNE 30, 1996 ------------- ( ) 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 0-4025 ------- SYMETRICS INDUSTRIES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 59-0954868 ---------------------- ---------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 557 N. Harbor City Boulevard, Melbourne, Florida 32935 ------------------------------------------------------ (Address of principal executive offices) (407) 254-1500 -------------------------------------------------- (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 (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. Class Outstanding at August 14, 1996 ---------------------------- ------------------------------ (Common stock, $.25 par value) 1,609,047 PART 1 - FINANCIAL INFORMATION SYMETRICS INDUSTRIES, INC. AND SUBSIDARY CONDENSED CONSOLIDATED BALANCE SHEET ASSETS JUNE 30 MARCH 31 1996 1996 ---- ---- (UNAUDITED) (DERIVED FROM AUDITED FINANCIAL STATEMENTS) Current assets: Cash $ 901,071 $ 1,657,905 Receivables 1,940,839 1,581,428 Costs and estimated earnings in excess of billings on uncompleted contracts 4,512,725 2,931,069 Inventory 604,882 635,893 Mortgage receivable 450,000 450,000 Other Assets 91,241 65,898 ----------- ----------- Total current assets 8,500,758 7,322,193 ----------- ----------- Property, plant and equipment 3,585,915 3,336,076 Less accumulated depreciation 1,683,451 1,572,585 ----------- ----------- 1,902,464 1,763,491 ----------- ----------- Deferred income taxes 313,282 325,453 ----------- ----------- Other assets: Other 523,939 94,784 Goodwill, less accumulated amortization 628,213 580,577 ----------- ----------- 1,152,152 675,361 ----------- ----------- Total assets $11,868,656 $10,086,498 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 1,000 $ 1,000 Current maturities of long-term debt 30,724 25,436 Accounts payable and accrued expenses 2,831,110 2,098,788 Billings in excess of costs and estimated earnings on uncompleted contracts 347,616 7,869 Income taxes payable 260,131 452,239 ----------- ----------- Total current liabilities 3,470,581 2,585,332 ----------- ----------- Deferred compensation 492,397 479,439 Long-term debt, less current maturities 976,607 568,363 ----------- ----------- 1,469,004 1,047,802 ----------- ----------- Shareholders' equity Common stock, $.25 par value 412,095 398,824 Additional paid-in capital 2,141,441 2,120,025 Retained earnings 4,375,535 3,934,515 ----------- ----------- Total shareholders' equity 6,929,071 6,453,364 ----------- ----------- Total liabilities and shareholders' equity $11,868,656 $10,086,498 ----------- ----------- See accompanying notes to the condensed consolidated financial statements -2- SYMETRICS INDUSTRIES, INC. AND SUBSIDARY CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS ENDED ------------------ JUNE 30 JUNE 30 ------- ------- 1996 1995 Contract revenue $ 6,879,405 $ 7,074,070 Costs and expenses Costs of revenues earned 5,292,269 5,306,192 General and administrative 819,000 677,269 Research and development 83,920 340,624 --------- --------- 6,195,189 6,324,085 Income from operations 684,216 749,985 Other income (expense) Rental and other income 9,618 9,225 Other expense (4,317) (52,320) ------ ------- 5,301 (43,095) ------ ------- Interest income 43,483 34,982 Interest expense (15,957) (10,226) ------- ------- 27,526 24,756 ------- Income before taxes 717,043 731,646 Income (taxes) (276,023) (262,742) -------- -------- Net income $ 441,020 $ 468,904 ======= ======= Earnings per share $ 0.28 $ 0.30 ======= ======= Weighted average number of shares outstanding 1,601,370 1,579,966 See accompanying notes to the condensed consolidated financial statements. -3- SYMETRICS INDUSTRIES, INC. AND SUBSIDARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED JUNE 30 JUNE 30 1996 1995 ---- ---- Cash provided by (used in) Operations Net income $ 441,020 $ 468,904 Adjustments for non cash charge 146,524 98,099 Changes in assets and liabilities (1,537,471) 52,008 ----------- ----------- Net cash provided by (used in) (949,927) 619,011 ----------- ----------- operations Investing Capital expenditures (249,839) (270,173) ----------- ----------- Cash used for investing (249,839) (270,173) ----------- ----------- Financing Proceeds from stock options 34,688 7,875 Borrowing (repayment) of long-term debt 408,244 (316,108) ----------- ----------- Cash provided by (used) for financing 442,932 (308,233) ----------- ----------- Increase (decrease) in cash (756,834) 40,605 Cash beginning of period 1,657,905 318,138 ----------- ----------- Cash end of period $ 901,071 $ 358,743 =========== =========== Cash payments for interest $ 16,556 $ 10,226 Cash payments for income taxes $ 727,846 $ 729,445 See accompanying notes to the condensed consolidated financial statements - 4 - SYMETRICS INDUSTRIES, INC. AND SUBSIDARY FORM 10-Q QUARTER ENDED JUNE 30, 1996 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 0 BASIS OF PRESENTATION --------------------- * The financial statements contained herein are unaudited but, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, which are necessary to a fair statement of the results for the periods ended June 30, 1996 and 1995. The results of operations for the period ended June 30, 1996 are not necessarily indicative of the results to be expected for the full fiscal year. * Refer to the Company's Form 10-K for the year ended March 31, 1996 as filed with the Securities and Exchange Commission on June 14, 1996 for a description of accounting policies which have been continued without change. Refer to the Form 8-K filed by the Company on May 3, 1996 as amended by the 8-K/A filed on July 5, 1996 regarding the acquisition of American Digital Switching effective April 1, 1996. Also refer to notes included in the financial statements for additional details of the Company's financial condition, results of operations and changes in financial position. * Inventories stated on the balance sheet are raw materials, work in process and finished assemblies primarily for Symetrics' subsidiary American Digital Switching for future shipments of existing orders and to provide field service support to their customers. Refer to the Company's Form 10-K for the year ended March 31, 1996 for discussion of costs incurred on uncompleted contracts. 0 ACQUISTION DURING THE QUARTER ENDED JUNE 30, 1996 ------------------------------------------------- Effective April 1, 1996, Symetrics acquired 933,334 (approximately 95%) of the outstanding common stock of American Digital Switching, Inc. ("ADS") in exchange for 207,399 shares of Symetrics or approximately 13% of the outstanding capital stock of Symetrics after the exchange. The transaction has been accounted for under the pooling- of-interest method of accounting. Accordingly, the condensed consolidated statements of income and cash flows for the three months ended June 30, 1996 include the combined operations of the Companies from April 1, 1996. The condensed consolidated balance sheet as of March 31, 1996 includes the combined assets and liabilities of the two companies and is derived from separate audited financial statements of the Companies at that date. Similarly, the condensed consolidated statements of income and cash flows for the three months ended June 30, 1995, presented herein for comparative purposes, includes the combined operations of the Companies as if the combination has occurred at April 1, 1995. Such statements were derived from the unaudited interim financial statements of the separate Companies. The weighted average number of common shares outstanding used in the computation of earnings per share for the three months ended March 31, 1996 and 1995 includes the shares issued by Symetrics in the exchange. - 5 - SYMETRICS INDUSTRIES, INC. AND SUBSIDARY FORM 10-Q QUARTER ENDED JUNE 30, 1996 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three months ended June 30, 1996 consolidated contract revenues for Symetrics Industries, Inc. and Subsidiary, American Digital Switching were $6,879,405, a 2.8% decrease compared to the $7,074,070 for the corresponding period last year. For the current three month period, a consolidated net income of $441,020, or $0.28 per share is reported compared to $468,904, or $0.30 per share, a year ago. Working capital increased by $293,316, or 6.2%, for the three months. The backlog closed at $13.4 million, as compared to $13.6 million at June 30, 1995. These comparisons reflect the pro-forma consolidation of the Company's financial statements with respect to the American Digital Switching (ADS) acquisition, effective April 1, 1996. Contract revenues, net income, and earnings per share for the periods ended June 30, 1996 and June 30, 1995, by Symetrics Industries and its subsidiary ADS were: Three Months Ended June 30, 1996 June 30, 1995 Contract revenues Symetrics Industries $ 6,394,565 $ 5,824,139 American Digital Switching $ 484,840 $ 1,249,931 ---------- --------- Total $ 6,879,405 $ 7,074,070 Net income (loss) Symetrics Industries $ 484,812 $ 447,344 American Digital Switching $ (43,792) $ 21,560 ------- -------- Total $ 441,020 $ 468,904 Earnings (loss) per share Symetrics Industries $ 0.30 $ 0.29 American Digital Switching $ (0.02) $ 0.01 ------ ---- Total $ 0.28 $ 0.30 For the three months ended June 30, 1996 contract revenues for Symetrics Industries were $6,394,565, a 9.8% increase over the $5,824,139 for the corresponding period last year. Revenues of Symetrics Industries are generated by its three divisions: Defense Products, Contract Manufacturing and Computer Telephony Systems. The increased contract revenues of Symetrics Industries resulted primarily from the growth in the business volume of its Contract Manufacturing Division (CMD). The increased net income for Symetrics Industries is primarily due to CMD's increased business volume. -6- Contract revenues for ADS were $484,840 for the current three months, down significantly from the $1,249,931 for the corresponding period last year. Last year ADS was completing a large contract for the Enhanced Processor subsystem of the Centura TM Central Office Telephone System. During the current fiscal year the emphasis at ADS is on the completion of the development of the remaining subsystems of the Centura TM Telephone System. Contract revenues for ADS are not expected to increase substantially until sales of Centura TM systems and subsystems generate additional revenue in the latter part of the current fiscal year. ADS posted a net loss of $43,792 for the period ended June 30, 1996 versus earnings of $21,560 for the corresponding period last year, primarily due to a non-recurring expense of $51,765 incurred in relocating its operations to a new facility in May, 1996. The consolidated G&A expenses for the Company increased by 20.9% due to significant marketing activity for the Defense Products, Computer Telephony Systems and Contract Manufacturing Divisions and administrative expenses for the management of these divisions. The G&A expenses for ADS included a $51,765 non-recurring expense for relocating its operations to a new facility in May, 1996. Otherwise the ADS G&A expenses were about $106,000 lower for the current quarter, compared with the corresponding period last year, due to downsizing and other cost reductions implemented during the last half of fiscal year ended 1996. Consolidated research and development costs of $83,920 for the current quarter were significantly less since last year ADS's research and development costs of $326,491 were expensed and ADS's current quarters' research and development costs of $441,293 have been capitalized and will be amortized over the anticipated quantity of Centura TM systems and subsystems to be sold. Symetrics Industries research and development costs were $83,920 for the current quarter compared with $13,773 last year due to increased costs in enhancing the product offerings of the Computer Telephony Systems Division. Referring to the Balance sheet, the Company had a $293,316 increase in working capital facilitated by the $408,244 increase in long term debt to help finance the ongoing development of the ADS Centura TM System. The $397,423 decrease in the combined totals of cash and receivables at June 30, 1996, coupled with the $732,322 increase in accounts payable, reflects significant unbilled costs at June 30, 1996 which were billed in July, 1996. Also, shipments of the Improved Data Modem (IDM) on the Company's largest contract were significantly less than previous quarters due to the incorporation of a U.S. Government engineering change. Full production and shipments of the IDM have restarted in August 1996. This lower quantity of IDM shipments caused the increase in cost and estimated earnings in excess of billings on uncompleted contracts and also impacted receivables which otherwise would have been higher. The increase in other current assets for the quarter was due to higher prepaid expenses and the current portion of deferred income taxes. The increase in other assets, which totaled $523,939 for the current quarter, was due to the capitalization of research and development expenses of ADS. Billings in excess of costs and estimated earnings on uncompleted contracts increased to $347,616 reflecting primarily advance payments by several customers made to the ADS subsidiary. The taxes of $452,239 accrued as of March 31, 1996 have been paid and the estimated corporate income taxes of $260,131 for the current period have been accrued at June 30, 1996. -7- A comparison of the current quarter ended June 30, 1996 to the immediately proceeding quarter, shows contract revenues were 41.2% higher at $6,879,405 for the current quarter versus $4,870,781 for the three months ended March 31, 1996. The increase is due primarily to the additional revenues in the Company's IDM contract and the strong revenue growth of it's Contract Manufacturing Division . Net income for the current period was $441,020 significantly higher than the $220,083 reported for the quarter ended March 31, 1996. The difference is due to the $250,222 net loss reported by ADS. Backlog at June 30, 1996 was $13.4 million versus $13.9 million at March 31, 1996. PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders was held on June 28, 1996. Three items were voted upon at the meeting: (1) Four directors were elected to staggered one to three year terms. The director nominees were Ms. Jane J. Beach, Mr. Edward H. Eichler, Mr. Michael D. Jensen and Dr. Earl J. Claire. Shareholder voting was the same for all nominees with 1,316,309 FOR, and 5,433 WITHHELD. Directors continuing in office are Mr. Dudley E. Garner, Jr. (two years remaining) and Mr. Michael E. Terry (one year remaining). (2) An amendment to the Company's Articles of Incorporation to increase the number of shares authorized of common stock from 2,000,000 to 5,000,000 shares was approved with 1,277,494 FOR, 42,091 AGAINST, 2,112 WITHHELD. (3) An amendment to the Company's Stock Option Plan to increase the number of shares authorized from 120,000 to 240,000 for issuance upon exercise of options under such plan was approved with 788,227 FOR, 52,155 AGAINST and 7,719 WITHHELD. ITEM 6. REPORTS ON FORM 8-K On May 3, 1996 a Form 8K was filed with the Securities Exchange Commission regarding the April 20, 1996 acquisition of American Digital Switching by the Company as amended by Form 8-K/A as filed on July 5, 1996. - 8 - SYMETRICS INDUSTRIES, INC. AND SUBSIARY FORM 10-Q QUARTER ENDED JUNE 30, 1996 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. SYMETRICS INDUSTRIES, INC. DATE August 14, 1996 /s/ Dudley E. Garner, Jr. ---------------------------- Dudley E. Garner, Jr. President, Principal Executive Officer Principal Financial Officer - 9 - EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF SYMETRICS INDUSTRIES INC. FOR THE THREE MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS MAR-31-1997 APR-01-1996 JUN-30-1996 901 0 1,941 0 604 8,501 3,586 1,683 11,869 3,471 0 0 0 412 6,517 11,869 6,879 6,879 5,292 6,195 4 0 16 717 276 441 0 0 0 441 .28 .28
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