UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
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 1-5881
BNS Co.
(Exact name of registrant as specified in its charter)
| Delaware |
050113140 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
200 Frenchtown Road, Suite 2, North Kingstown, Rhode Island 02852
(Address of principal executive offices and zip code)
(401) 886-7404
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, 2,956,661 of Class A common stock, 44,301 shares of Class B common stock, par value $0.01 per share, outstanding as of March 31, 2003.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS*
BNS Co.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands except per share data)
(unaudited)
| For the Three Months Ended March 31 |
||||||||
| 2003 |
2002 |
|||||||
| Rental income |
$ |
566 |
|
$ |
625 |
| ||
| Gravel royalty revenue |
|
188 |
|
|
225 |
| ||
| Revenue |
|
754 |
|
|
850 |
| ||
| General and administrative |
|
808 |
|
|
692 |
| ||
| Operating income (loss) |
|
(54 |
) |
|
158 |
| ||
| Interest expense |
|
78 |
|
|
113 |
| ||
| Other income, net |
|
33 |
|
|
46 |
| ||
| Income (loss) from continuing operations before income tax |
|
(99 |
) |
|
91 |
| ||
| Income tax provision |
|
33 |
|
|
53 |
| ||
| Income (loss) from continuing operations: |
|
(132 |
) |
|
38 |
| ||
| Loss from discontinued operations, net of income taxes |
|
(20 |
) |
|
(1,650 |
) | ||
| Net loss |
$ |
(152 |
) |
$ |
(1,612 |
) | ||
| Net loss per share basic and diluted from continuing operations |
$ |
(0.04 |
) |
$ |
0.01 |
| ||
| Discontinued operations |
|
(0.01 |
) |
|
(0.57 |
) | ||
| Net loss per common share basic and diluted |
$ |
(0.05 |
) |
$ |
(0.56 |
) | ||
* The accompanying notes are an integral part of the financial statements
2
Item 1. FINANCIAL STATEMENTS*
BNS Co.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
| March 31, 2003 |
December 31, 2002 |
|||||||
| (unaudited) |
||||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash |
$ |
2,898 |
|
$ |
4,416 |
| ||
| Other receivable, net of $87 allowance at March 31 and |
||||||||
| December 31 |
|
390 |
|
|
1,037 |
| ||
| Assets held for sale or disposition |
|
2,986 |
|
|
2,959 |
| ||
| Assets related to discontinued operations |
|
119 |
|
|
139 |
| ||
| Available for sale securities |
|
85 |
|
|
93 |
| ||
| Prepaid expenses & other current assets |
|
353 |
|
|
512 |
| ||
| Total current assets |
|
6,831 |
|
|
9,156 |
| ||
| Machinery and Equipment: |
||||||||
| Machinery and equipment |
|
37 |
|
|
37 |
| ||
| Less accumulated depreciation |
|
16 |
|
|
14 |
| ||
|
|
21 |
|
|
23 |
| |||
| Other assets |
|
74 |
|
|
84 |
| ||
| $ |
6,926 |
|
$ |
9,263 |
| |||
| LIABILITIES AND SHAREOWNERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable and accrued expenses |
$ |
2,271 |
|
$ |
4,048 |
| ||
| Current portion of long-term debt |
|
2,108 |
|
|
2,360 |
| ||
| Total current liabilities |
|
4,379 |
|
|
6,408 |
| ||
| Long-term liabilities |
|
2,366 |
|
|
2,527 |
| ||
| Commitments and contingencies |
|
— |
|
|
— |
| ||
| Shareowners’ equity |
||||||||
| Preferred stock; $1.00 par value; authorized 1,000,000 shares; none issued |
||||||||
| Common Stock: |
||||||||
| Class A, par value, $.01; authorized 30,000,000 shares; issued 2,956,661 shares at March 31 and 2,947,987 shares at December 31 |
|
29 |
|
|
29 |
| ||
| Class B, par value, $.01; authorized 2,000,000 shares; issued 44,301 at March 31 and 52,975 at December 31 |
|
1 |
|
|
1 |
| ||
| Additional paid-in capital |
|
86,981 |
|
|
86,981 |
| ||
| Retained deficit |
|
(86,444 |
) |
|
(86,292 |
) | ||
| Unamortized value of restricted stock awards |
|
(48 |
) |
|
(88 |
) | ||
| Accumulated other comprehensive income |
|
117 |
|
|
152 |
| ||
| Treasury stock: 8,518 shares at March 31, 2003 and December 31, 2002 at cost |
|
(455 |
) |
|
(455 |
) | ||
| Total shareowners’ equity |
|
181 |
|
|
328 |
| ||
| $ |
6,926 |
|
$ |
9,263 |
| |||
* The accompanying notes are an integral part of the financial statements
3
Item 1. FINANCIAL STATEMENTS*
BNS Co.
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
| For the Three Months Ended March 31 |
||||||||
| 2003 |
2002 |
|||||||
| Cash Used in Operations: |
||||||||
| Net loss |
$ |
(152 |
) |
$ |
(1,612 |
) | ||
| Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
|
52 |
|
|
10 |
| ||
| Changes in operating assets and liabilities |
|
(1,736 |
) |
|
(578 |
) | ||
| Changes in assets and liabilities related to discontinued operations and assets held for sale |
|
(16 |
) |
|
412 |
| ||
| Net Cash Used in Operations |
|
(1,852 |
) |
|
(1,768 |
) | ||
| Investment Transactions: |
||||||||
| Acquisition of property, plant and equipment |
|
— |
|
|
(5 |
) | ||
| Proceeds from sale of business, net of expenses |
|
604 |
|
|
925 |
| ||
| Payment related to sale of Metrology Business |
|
— |
|
|
(1,200 |
) | ||
| Cash Provided (Used) by Investing Transactions |
|
604 |
|
|
(280 |
) | ||
| Financing Transactions: |
||||||||
| Payment of notes payable |
|
(252 |
) |
|
(232 |
) | ||
| Cash Used in Financing Transactions |
|
(252 |
) |
|
(232 |
) | ||
| Effect of Exchange Rate Changes on Cash |
|
(18 |
) |
|
(2 |
) | ||
| Cash and Cash Equivalents: |
||||||||
| Decrease during the period |
|
(1,518 |
) |
|
(2,282 |
) | ||
| Beginning balance |
|
4,416 |
|
|
8,656 |
| ||
| Ending balance |
$ |
2,898 |
|
$ |
6,374 |
| ||
| Supplementary Cash Flow Information: |
||||||||
| Interest Paid |
$ |
69 |
|
$ |
103 |
| ||
* The accompanying notes are an integral part of the financial statements
4
Item 1. FINANCIAL STATEMENTS*
BNS Co.
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(in thousands)
For the Three Months Ended March 31, 2003
| Shares |
Common Stock $.01 par value |
Additional paid in capital |
Retained deficit |
Unamortized value of restricted stock awards |
Accumulated other comprehensive income (loss) |
Treasury stock |
Total Equity |
|||||||||||||||||||||
| Balance at January 1, 2003 |
3001 |
$ |
30 |
$ |
86,981 |
$ |
(86,292 |
) |
$ |
(88 |
) |
$ |
152 |
|
$ |
(455 |
) |
$ |
328 |
| ||||||||
| Net loss |
||||||||||||||||||||||||||||