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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

ý

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended June 30, 2003

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR

 

OR

 

 

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

 

Commission file number   0-10605

 

ODETICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-2588496

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

1515 South Manchester Avenue
Anaheim, California

 

92802

(Address of principal executive office)

 

(Zip Code)

 

(714) 774-5000

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all documents and 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  ý   No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

Yes  o   No  ý

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Number of shares of Common Stock outstanding as of AUGUST 12, 2003:

 

Class A Common Stock  - 14,548,770 shares.

Class B Common Stock  -   992,985 shares.

 

 



 

ODETICS, INC.

Quarterly Report on Form 10-Q

Table of Contents

 

PART I  FINANCIAL INFORMATION

 

 

ITEM 1.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2003 (UNAUDITED)

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2003 AND JUNE 30, 2003 (UNAUDITED)

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2003 (UNAUDITED)

 

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

ITEM 4.

CONTROLS AND PROCEDURES

 

 

PART II  OTHER INFORMATION

 

 

ITEM 1.

LEGAL PROCEEDINGS

 

 

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

ITEM 5.

OTHER INFORMATION

 

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

 

 

SIGNATURES

 

In this Report, “Odetics,” the “Company,” “we,” “us” and “our” collectively refers to Odetics, Inc. and its subsidiaries.

 

2



 

PART I       FINANCIAL INFORMATION

 

ODETICS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share amounts)
(unaudited)

 

 

 

Three Months Ended
June 30,

 

 

 

2002

 

2003

 

Net sales and contract revenues:

 

 

 

 

 

Net sales

 

$

5,731

 

$

6,826

 

Contract revenues

 

6,215

 

5,775

 

Total net sales and contract revenues

 

11,946

 

12,601

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

Cost of sales

 

2,687

 

3,679

 

Cost of contract revenues

 

4,099

 

3,887

 

Gross profit

 

5,160

 

5,035

 

 

 

 

 

 

 

Selling, general and administrative expense

 

3,741

 

4,189

 

Research and development expense

 

988

 

1,143

 

Total operating expenses

 

4,729

 

5,332

 

 

 

 

 

 

 

Operating income (loss)

 

431

 

(297

)

 

 

 

 

 

 

Non-operating items

 

 

 

 

 

Other (expense) income

 

640

 

(101

)

Interest expense

 

(555

)

(32

)

Income (loss) before income taxes

 

516

 

(430

)

Income taxes

 

 

220

 

Income (loss) from continuing operations before minority interest

 

516

 

(650

)

Minority interest in earnings of subsidiary

 

1,028

 

860

 

Loss from continuing operations

 

(512

)

(1,510

)

Loss from discontinued operations

 

(788

)

(442

)

Net loss

 

$

(1,300

)

$

(1,952

)

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic and diluted

 

 

 

 

 

Loss from continuing operations

 

$

(0.04

)

$

(0.10

)

Loss from discontinued operations

 

(0.06

)

(0.03

)

Loss per share

 

$

(0.10

)

$

(0.13

)

Shares used in calculating loss per share:

 

 

 

 

 

Basic and diluted

 

12,587

 

15,117

 

 

See accompanying notes to consolidated financial statements

 

3



 

ODETICS, INC.

 

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

 

March 31,
2003

 

June 30,
2003

 

 

 

(Audited)

 

(Unaudited)

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

 

$

437

 

$

207

 

Trade accounts receivable, net

 

8,549

 

9,845

 

Costs and estimated earnings in excess of  billings on uncompleted contracts

 

2,398

 

2,525

 

Inventories:

 

 

 

 

 

Finished goods

 

211

 

454

 

Work in process

 

419

 

352

 

Materials and supplies

 

3,634

 

3,406

 

Total inventories

 

4,264

 

4,212

 

Prepaid expenses

 

435

 

563

 

Assets to be disposed of from discontinued operations

 

4,392

 

595

 

Total current assets

 

20,475

 

17,947

 

Restricted cash

 

2,516

 

2,516

 

Property, plant and equipment:

 

 

 

 

 

Equipment, furniture and fixtures

 

7,299

 

7,391

 

Less accumulated depreciation

 

(5,336

)

(5,548

)

Net equipment, furniture and fixtures

 

1,963

 

1,843

 

Goodwill

 

9,807

 

9,807

 

Other assets

 

81

 

55