SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
| For the Quarter Ended April 30, 2003 | Commission File Number 0-12370 |
SI TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware |
95-3381440 |
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
14192 Franklin Avenue, Tustin, California 92780
(Address of principal executive offices) (Zip Code)
714-505-6483
(Fax: 714 573-2034)
Registrants telephone number, including area code
Check 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 ¨
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of the issuers common stock as of the latest practicable date. 3,886,309 shares of Common Stock, par value $.01, on June 23, 2003
PART IFINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SI TECHNOLOGIES, INC.
Consolidated Balance Sheets
(In Thousands Except Share Data)
| April 30, 2003 |
July 31, 2002 |
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| (Unaudited) | ||||||||
| ASSETS |
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| Current assets: |
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| Cash |
$ | 159 | $ | $238 | ||||
| Trade accounts receivable, less allowance for doubtful accounts of $178 and $251 respectively |
5,741 | 5,570 | ||||||
| Inventories, net |
12,023 | 9,665 | ||||||
| Other current assets |
796 | 842 | ||||||
| Total current assets |
18,719 | 16,315 | ||||||
| Property and equipment, net |
1,819 | 1,968 | ||||||
| Deferred income taxes |
831 | 446 | ||||||
| Intangible and other assets, net |
7,075 | 7,053 | ||||||
| $ | 28,444 | $ | 25,782 | |||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
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| Current liabilities: |
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| Revolving lines of credit |
$ | 7,955 | $ | 7,300 | ||||
| Current maturities of long-term debt |
1,923 | 2,148 | ||||||
| Accounts payable |
4,635 | 3,307 | ||||||
| Accrued liabilities |
2,415 | 2,435 | ||||||
| Total current liabilities |
16,928 | 15,190 | ||||||
| Long-term debt, less current maturities |
3,534 | 4,039 | ||||||
| Other liabilities |
165 | 360 | ||||||
| Total Liabilities |
20,627 | 19,589 | ||||||
| Stockholders equity |
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| Preferred stock, par value $0.01 per share; authorized, 2,000,000 shares; none outstanding |
| | ||||||
| Common stock, par value $.01 per share; authorized 10,000,000 shares; 3,886,309 issued and outstanding |
39 | 36 | ||||||
| Additional paid-in capital |
10,914 | 10,377 | ||||||
| Accumulated deficit |
(3,085 | ) | (3,995 | ) | ||||
| Accumulated other comprehensive loss |
(51 | ) | (225 | ) | ||||
| Total stockholders equity |
7,817 | 6,193 | ||||||
| $ | 28,444 | $ | 25,782 | |||||
See condensed notes to consolidated financial statements
2
SI TECHNOLOGIES, INC.
Consolidated Statements of Operations
(In Thousands Except Share Data)
(Unaudited)
| For the three months ended April 30 |
For the nine months ended April 30 |
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| 2003 |
2002 |
2003 |
2002 |
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| Net sales |
$ | 8,663 | $ | 7,759 | $ | 24,729 | $ | 24,310 | ||||||||
| Cost of sales |
5,786 | 5,068 | 15,765 | 15,858 | ||||||||||||
| Gross profit |
2,877 | 2,691 | 8,964 | 8,452 | ||||||||||||
| Operating expenses: |
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| Selling, general and administrative |
2,044 | 1,919 | 6,338 | 5,762 | ||||||||||||
| Research, development and engineering |
432 | 289 | 1,125 | 1,011 | ||||||||||||
| Amortization of intangibles |
8 | 90 | 24 | 275 | ||||||||||||
| 2,484 | 2,298 | 7,487 | 7,048 | |||||||||||||
| Earnings from operations |
393 | 393 | 1,477 | 1,404 | ||||||||||||
| Interest expense |
(235 | ) | (201 | ) | (738 | ) | (690 | ) | ||||||||
| Other income, net |
61 | 57 | 142 | 54 | ||||||||||||
| Earnings before income tax (expense) benefit |
219 | 249 | 881 | 768 | ||||||||||||
| Income tax (expense) benefit |
24 | (52 | ) | 29 | (52 | ) | ||||||||||
| NET INCOME |
$ | 243 | $ | 197 | $ | 910 | $ | 716 | ||||||||
| Earnings per common and common equivalent share-basic |
$ | .07 | $ | 0.05 | $ | .25 | $ | 0.20 | ||||||||
| Earnings per common and common equivalent share-diluted |
$ | .07 | $ | 0.05 | $ | .25 | $ | 0.20 | ||||||||
| Weighted average shares outstanding basic |
3,599,456 | 3,579,935 | 3,586,442 | 3,579,935 | ||||||||||||
| Weighted average shares outstanding-diluted |
3,664,301 | 3,579,935 | 3,621,394 | 3,579,935 | ||||||||||||
See condensed notes to consolidated financial statements
3
SI TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
(In Thousands Except Share Data)
(Unaudited)
| For the nine months ended April 30 |
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| 2003 |
2002 |
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| Cash flows from operating activities: |
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| Net income |
$ | 910 | $ | 716 | ||||
| Adjustments to reconcile net income to net cash |
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| provided by operating activities: |
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| Depreciation and amortization |
496 | 842 | ||||||
| Deferred lease cost |
(196 | ) | (144 | ) | ||||
| Deferred income taxes |
(384 | ) | | |||||
| Changes in operating assets and liabilities: |
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| Trade accounts receivable |
(172 | ) | 378 | |||||
| Inventories |
(2,358 | ) | (1,383 | ) | ||||
| Income taxes receivable/payable |
364 | | ||||||
| Other current assets |
25 | 384 | ||||||
| Accounts payable |
1,329 | 398 | ||||||
| Accrued liabilities and customer advances |
(361 | ) | (830 | ) | ||||
| Net cash provided by (used in) operating activities |
(347 | ) | 361 | |||||
| Cash flows from investing activities: |
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| Purchase of property and equipment |
(209 | ) | (108 | ) | ||||
| Net cash used in investing activities |
(209 | ) | (108 | ) | ||||
| Cash flows from financing activities: |
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| Net borrowings on line of credit |
654 | 879 | ||||||
| Proceeds from sale of common stock |
540 | | ||||||
| Payments on long-term debt |
(730 | ) | (1,034 | ) | ||||
| Net cash provided by (used in) financing activities |
464 | (155 | ) | |||||
| Effect of translation adjustments on cash |
13 | 11 | ||||||
| Net increase (decrease) in cash |
(79 | ) | 109 | |||||
| Cash at beginning of period |
238 | 380 | ||||||
| Cash at end of period |
$ | 159 | $ | 489 | ||||
| Cash paid during period for: |
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| Interest |
$ | 734 | $ | 650 | ||||
See condensed notes to consolidated financial statements
4
SI TECHNOLOGIES, INC.
Condensed Notes to Consolidated Financial Statements
(In Thousands Except Share Data)
(Unaudited)
Note 1. Financial Statements
The unaudited consolidated financial statements of SI Technologies, Inc. and its subsidiaries (the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements reflect all adjustments, consisting of only normal recurring adjustments which, in the opinion of management, are necessary to fairly present the financial position of the Company at April 30, 2003 and the results of operations for the three months and nine months ended April 30, 2003 and 2002 and the cash flows for the nine months ended April 30, 2003 and 2002. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year ending July 31, 2003. This Form 10-Q should be read in conjunction with the Companys Annual Report and Form 10-K for the year ended July 31, 2002.
Note 2. Significant Accounting Policies
SI Technologies, Inc. designs, manufactures and markets high performance industrial sensors, weighing and factory automation equipment, and related products. SI products incorporate devices, equipment and systems for the handling, inspection and measurement of goods and materials. Key markets served by SI include aerospace/aviation, food, forestry, manufacturing, mining, transportation/distribution and waste management. Additional disclosure regarding components of the Companys businesses is in Note 5- Segment Information.
A. Principles of Consolidation
The consolidated financial statements include the accounts of SI Technologies, Inc. and its subsidiaries; AeroGo, Inc., Allegany Technology, Inc., Evergreen Weigh, Inc., NV Technology, Inc., Revere Transducers, Inc., Revere Transducers Europe B.V., AeroGo Export, Inc., and IDEAutomation International, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
B. Revenue Recognition and Accounts Receivable
The Company recognizes revenue only when all of the four following criteria are met: 1) Persuasive evidence of an arrangement exists, usually in the form of a written purchase order; 2) Delivery has occurred (or a shipment has been made, depending upon the terms of the purchase order) or services have been rendered; 3) The Companys price to the buyer is fixed or determinable, usually evidenced by a written purchase order; and 4) Collectability is reasonably assured, based on credit evaluation and history with the customer.
Additionally, on long-term contracts, sales are recorded based on the percentage that incurred costs bear to the total estimated costs at completion. Estimated cost to complete is based on the budget, incurred cost, risk assessment of the cost, and is then adjusted for normal/historical variance of project actual versus budget. Estimated losses are recorded in total when they become evident. These contracts are generally billed and collected based on contractual milestones throughout the project.
Accounts receivables are reviewed regularly by management and written off against the uncollectable reserve when it is determined that the account can not reasonably be expected to be collected. Reserve balances are determined by management through analysis of past payment history and current financial status of the customers.
C. Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Uncompleted contracts are included in inventory at the accumulated cost of each contract not in excess of realizable value. Quantities on hand are evaluated compared to recent usage and recent changes in sales trends. Reserves for obsolescence and excess quantities are established based upon this evaluation.
5
D. Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line basis. Leasehold improvements are amortized over the lives of the respective leases or the service lives of the improvements, whichever is shorter. Estimated service lives of property and equipment are as follows:
| Machinery and equipment |
2 to 10 years | |
| Buildings |
35 years | |
| Leasehold improvements |
2 to 10 years |
The straight-line method of depreciation is followed for substantially all assets for financial reporting purposes, while accelerated methods are used for tax purposes.
E. Intangible Assets
Intangible assets primarily represent the excess costs of acquiring subsidiaries over the fair value of net assets acquired at the date of acquisition. The Company adopted Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets (SFAS 142) effective August 1, 2002. In accordance with SFAS 142, the Company no longer amortizes goodwill. The Company has preliminarily completed its initial impairment test of goodwill and management has determined that none of the goodwill recorded as of August 1, 2002 was impaired. The fair value of the subsidiaries was determined using an estimate of future cash flows of the subsidiaries and a risk adjusted discount rate to compute a net present value of future cash flows.
As of April 30, 2003, the Company had the following amounts related to intangible assets (in thousands):
| Gross Carrying Amount |
Accumulated Amortization |
Net Intangible Assets | ||||
| Goodwill |
$8,586 | $1,586 | $7,000 | |||
| Other intangible assets |
844 | 769 | 75 | |||
| $9,430 | $2,355 | $7,075 | ||||
The balance of other intangible assets is estimated to be amortized at $23 for the year ended July 31, 2003, and $15 per year in 2004-2007.
The following is reconciliation of reported net income adjusted for adoption of SFAS No. 142 for the nine months ended April 30, 2003 and 2002:
| 2003 |
2002 | |||||
| Reported net income |
$ | 910 | $ | 716 | ||
| Addback goodwill amortization |
| 275 | ||||