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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended June 30, 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 0-10723

 

BOLT TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 

            Connecticut       06-0773922

(State or other jurisdiction of

incorporation or organization)

     

(I.R.S. Employer

Identification No.)

Four Duke Place, Norwalk, Connecticut           06854
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (203) 853-0700

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class


 

Name of Each Exchange

on Which Registered


Common Stock, without par value   American Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    YES  ¨    NO  x

 

The aggregate market value of Common Stock, without par value, held by non-affiliates on December 31, 2002: $15,109,000.

 

As of September 19, 2003 there were 5,414,357 shares of Common Stock, without par value, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for 2003 Annual Meeting, which will be filed no later than 120 days after June 30, 2003, are incorporated by reference in Part III to the extent stated in this report.


Note Regarding Forward-Looking Statements

 

Forward-looking statements in this Form 10-K, future filings by the Company with the Securities and Exchange Commission, the Company’s press releases and oral statements by authorized officers of the Company are intended to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements about anticipated financial performance, future revenues or earnings, business prospects, new products, anticipated market performance, planned production and shipping of products, expected cash needs and similar matters. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation (i) the risk of technological change relating to the Company’s products and the risk of the Company’s inability to develop new competitive products in a timely manner, (ii) the risk of decreased demand for the Company’s products due to fluctuations in energy industry activity, (iii) the Company’s reliance on certain significant customers, (iv) risks associated with a significant amount of foreign sales, and (v) the risk of fluctuations in future operating results. The Company believes that forward-looking statements made by it are based on reasonable expectations. However, no assurances can be given that actual results will not differ materially from those contained in such forward-looking statements. The words “estimate,” “project,” “anticipate,” “expect,” “predict,” “believe” and similar expressions are intended to identify forward-looking statements.

 

PART I

 

Preliminary Note: In this annual report on Form 10-K, we refer to Bolt Technology Corporation and its subsidiaries as “we,” “our,” “us,” “the registrant” or “the Company,” unless the context clearly indicates otherwise.

 

ITEM 1. Business

 

The Company was organized as a corporation in 1962. We operate in two business segments: geophysical equipment and industrial products. Our geophysical equipment segment develops, manufactures and sells marine seismic energy sources and underwater electrical connectors and cables, air gun signature hydrophones and pressure transducers used by the marine seismic industry. Our industrial products segment develops, manufactures and sells miniature industrial clutches, brakes and sub-fractional horsepower electric motors. See Note 9 to the Consolidated Financial Statements for information regarding industry segments and sales by geographic areas.

 

The Company consists of three operating units: Bolt Technology Corporation (“Bolt”), A-G Geophysical Products, Inc. (“A-G”) and Custom Products Corporation (“Custom Products”). Bolt and A-G are in the “geophysical equipment” segment. Bolt manufactures and sells air guns and replacement parts, and A-G manufactures and sells underwater cables, connectors and hydrophones. Custom Products, which is in the “industrial products” segment, manufactures and sells miniature industrial clutches and brakes and sells sub-fractional horsepower electrical motors.

 

Geophysical Equipment

 

Marine Air Guns

 

Energy sources, such as our air guns, used in seismic exploration create elastic waves at frequencies that readily travel to great depths in the earth. As elastic waves travel through the earth, portions are reflected by variations in the underlying rock layers and the reflected energy is received as signals by devices known as hydrophones. A shipboard unit containing electronic recording equipment converts the signals to digital form. By using

 

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computer programs with complex calculations to manipulate the processed seismic data, geoscientists can model and visualize the subsurface through the creation and analysis of spatial representations. The analysis of seismic and other geological data is an important factor in decisions to drill exploratory and development wells. Because of the significant expense associated with drilling oil and gas wells, decisions on whether or where to drill are critical to the overall process. A seismic exploration vessel may tow 60 to 70 air guns along with multiple hydrophone streamers of 6,000 to 10,000 meters in length. The air guns are fired simultaneously every 75 to 150 feet along the survey line. Over the past ten years, improvements in drilling success rates through the use of advanced seismic survey techniques, particularly 3-D techniques, substantially increased the demand for seismic data. As a result, 3-D surveys utilizing these advanced technologies have gained increasing acceptance in the oil and gas industry as an exploration risk management tool. Moreover, 3-D surveys are increasingly employed in field development and reservoir management activities.

 

The precise shot to shot repeatability of our marine air guns and their reliability of operation make them especially beneficial for use in 3-D surveys.

 

Our long-life marine air guns, introduced in the 1990s, extend the period between routine air gun maintenance cycles. These guns also provide improved high peak sound pressure levels and improved frequency spectrum as compared with older models. These improved characteristics are advantageous to geoscientists in designing 3-D surveys. A retro-fit kit, which incorporates the improvements of the long-life guns, allows users to easily upgrade older air gun models to the long-life standard.

 

In fiscal 2000, we completed the initial development of our Annular Port Air Gun (“APG Gun”). This new design provides significant improvements in both operating efficiency and acoustic output. The principal feature of the APG Gun is an annulus containing the air chamber and shuttle valve surrounding a hollow passage through which air supply hoses and electrical control cables are routed. This new configuration permits the implementation of simplified multi-gun arrays that produce less towing drag while being easier to deploy and retrieve than conventional air gun arrays. Significant improvements in operating efficiency are also achieved by shielding fragile hoses and cables from the effects of the high pressure air blast released from the air gun. In fiscal 2001 through fiscal 2003, we continued to test and refine the APG Gun technology, and in late fiscal 2003 we received the first order for APG Guns. The APG Guns will be utilized for reservoir management purposes in 4-D seismic surveys in existing oil and gas fields. 4-D seismic surveys consist of a series of 3-D seismic surveys conducted over an identical survey line utilizing a grid of permanently implanted seismic sensors on the ocean bottom. Comparing the results of these time-lapse surveys allows reservoir engineers to more effectively target additional production drilling sites and manage production over the life of the field.

 

We sell various models of air guns that range in price from $3,000 to $76,000. A majority of the air guns sold are priced in the $10,000 range. A significant source of our revenue comes from the sale of replacement parts.

 

Underwater Cables, Connectors and Hydrophones

 

Our marine cables and connectors are injection molded of thermoplastic polyurethane designed for use with marine air gun firing lines, bulkhead connectors and other underwater connectors required in seismic vessel operations.

 

Our signature hydrophones and pressure transducers are designed for use with marine air guns in a high shock environment. The purpose of the hydrophone and pressure transducer is for near field measurements of the outgoing energy waveforms from air guns and pressure monitoring.

 

Our cables and connectors, and our hydrophones and pressure transducers, are used with marine air guns manufactured by us as well as air guns manufactured by others.

 

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Industrial Products

 

Our Industrial Products segment spans two basic disciplines: power transmission (miniature industrial clutches and brakes) and motion control (sub-fractional horsepower electric motors). Our clutch and brake products include a complete line of mechanical and pneumatic precision miniature slip clutches, one-way clutches, toothed jaw clutches and torque limiters. A slip clutch will start to slip once its torque setting is exceeded. This feature is useful as overload protection, constant tensioning or functional torque, in different industrial applications. Among other applications, our clutches and brakes are used in airplane video systems, hospital beds, barcode labelers and banking machines. Unit prices range from $7 to $400.

 

In addition, we offer an electromagnetic clutch and brake product line which includes high performance engage/disengage clutches and brakes, power off brakes, magnetic particle clutches and brakes and multiple plate slip clutches. Applications include high speed mailing machines, packaging machines, elevators, machine tools and robotics. Unit prices range from $50 to $1,500.

 

Our motor line is comprised of A.C. and D.C. sub-fractional horsepower motors and gear motors. These are available in various shapes and offer several design options (speed, voltage, etc.). Applications include air conditioning systems, valve timers, vending machines, point of purchase displays and business machines. Capacity ranges from 3 to 10 watts. Unit prices range from $4 to $20.

 

Foreign Sales

 

During fiscal 2003, 2002 and 2001, approximately 46%, 58% and 46%, respectively, of the Company’s sales were derived from customers outside the United States. See Note 9 to the Consolidated Financial Statements for the geographic distribution of sales.

 

Backlog

 

Geophysical Equipment

 

Because of the short period between order and shipment dates for the principal portion of geophysical equipment sales, the dollar amount of current backlog is not considered to be a reliable indication of future sales.

 

Industrial Products

 

As of June 30, 2003, we had an order backlog of $960,000 as compared to $622,000 at June 30, 2002. We estimate that substantially all of the backlog as of June 30, 2003 will be shipped during the fiscal year ending June 30, 2004. The 54% increase in the backlog at June 30, 2003 versus the prior year end reflects an increase in orders which we believe is attributable to improving economic conditions in the United States.

 

Competition

 

Geophysical Equipment

 

Our marine air guns compete primarily with marine air guns manufactured by Input/Output, Inc. and Seismic Systems, Inc. Our principal competitor for connectors and cables is Input/Output, Inc. We believe that technology, product reliability and durability are the primary bases of competition in the market for our geophysical equipment and that the remaining competitive factors in the industry are field product support and price. We believe that we compete effectively with respect to each of these factors, although there can be no

 

4


assurance that the sales of our geophysical equipment will not be adversely affected if current competitors or others introduce equipment with better performance or lower price.

 

Industrial Products

 

It is not possible to determine with accuracy our relative competitive position in the market for industrial products. The industry in which we operate is characterized by active and substantial competition. No single company dominates the market for the types of products we manufacture. Our competitors include both larger and smaller manufacturers and divisions of larger diversified companies with substantial financial resources. Principal competitive factors in the market for our industrial products include quality, service, reliability and price. Our products also compete with other torque control devices to solve design problems.

 

Marketing

 

Geophysical Equipment

 

Our principal customers for geophysical equipment are worldwide marine seismic exploration contractors, that operate seismic vessels for collection of seismic data in accordance with their customers’ specifications or for their own seismic data libraries, and foreign national oil and gas companies.

 

Marketing of our geophysical equipment is principally performed by salaried sales personnel, all of whom are based in the United States. We also use sales agents for individual sales in certain foreign countries. In general, we market our products and services through our sales force, together with our technical services and engineering staffs, primarily to representatives of major geophysical contractors. The principal marketing techniques used are direct sales visits to current and potential customers, product demonstrations and participation at industry trade shows and meetings.

 

In general, products are sold on standard 30-day credit terms. In certain instances, we require our customers to furnish letters of credit payable upon shipment or provide advance payments. In limited cases, the Company allows customers extended payment terms of up to 12 months. We consider these practices to be consistent with industry practice overall.

 

Industrial Products

 

Our industrial products are sold primarily to original equipment manufacturers (“OEMs”). OEMs use our products to solve torque related problems which will provide lower installed cost and high reliability, thereby lowering production and service costs. Our engineering staff and independent sales representatives continually work in close collaboration with OEMs to determine the appropriate product for the specific application. Sales are made on standard 30-day credit terms. We sell our industrial products primarily in the United States, Canada and Europe.

 

Research and Development

 

Our ability to compete successfully depends upon, among other things, the development of new products as well as the improvement of the technical capabilities of our existing products. During the fiscal years 2003, 2002, and 2001, we spent $206,000, $253,000, and $271,000, respectively, to develop new products and to upgrade existing products. The Company’s primary research and development efforts over the last three years have been focused on the development and field testing of the APG Gun.

 

5


Employees

 

As of June 30, 2003, we employed 83 people on a full-time basis, all of whom are employed in the United States. We are not a party to any collective bargaining agreement and have had no work stoppages. We believe that our employee relations are good.

 

Manufacturing and Raw Materials

 

We manufacture and assemble our geophysical equipment in Norwalk, Connecticut and Cypress, Texas and manufacture our industrial products in North Haven, Connecticut. Our manufacturing and assembly operations consist of machining or molding the necessary components and assembling and testing the final product. We maintain adequate levels of inventory to enable us to satisfy customer requirements within the shortest amount of time. The raw materials used in our products, sourced from multiple suppliers, are generally in adequate supply. For some marine air gun orders, we occasionally supply auxiliary equipment such as compressors, air gun controllers or towing equipment manufactured by others. We have not experienced any supply problems with respect to these auxiliary items. Because we manufacture based on customer orders, no inventory of fully assembled finished products is maintained. We consider our practices to be consistent with the industry.

 

Regulatory Matters

 

We believe that we are currently in compliance with the requirements of environmental and occupational health and safety laws and regulations. Compliance with such laws and regulations has not resulted in significant expense in the past and we do not foresee the need for substantial expenditures to ensure compliance with such laws and regulations as they currently exist.

 

Intellectual Property

 

We seek to protect our intellectual property by means of patents, trademarks and other measures. We currently own more than 22 United States patents and 30 patents in foreign countries relating to the manufacture of our products, with expiration dates from 2004 to 2020. These patents have been of value in the growth of our business and may continue to be of value in the future. However, our business is generally not dependent upon the protection of any patent and would not be materially affected by the expiration thereof.

 

Major Customers

 

Geophysical Equipment

 

Historically, a significant portion of our sales has been attributable to a few large customers. In fiscal year 2003, WesternGeco LLC and VeritasDGC, Inc. each accounted for 12% of consolidated sales. The loss of WesternGeco or VeritasDGC as a customer or a significant decrease in the amount of their purchases could have a material adverse effect on the Company.

 

Industrial Products

 

No customer accounted for more than 10% of consolidated revenue in fiscal year 2003.

 

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ITEM 2. Properties

 

The following table sets forth certain information with respect to the Company’s principal properties, all of which are leased:

 

Location


  

Nature of Property


  

Approximate

Area

(Sq. Feet)


  

Expiration

Date of Lease


Norwalk, Connecticut

   Manufacturing    21,600    2008

Norwalk, Connecticut

   Administration/Engineering/Sales    6,600    2008

Houston, Texas

   Sales Office    3,000    2004

North Haven, Connecticut

   Administration/Manufacturing    6,500    2004

Cypress, Texas

   Administration/Manufacturing    30,000    2005

 

Geophysical equipment is manufactured and assembled in the Norwalk, Connecticut and Cypress, Texas facilities. Industrial products are manufactured in the North Haven, Connecticut facility. In the opinion of the Company’s management, the properties described above are in good condition and repair and are suitable and adequate for the Company’s purposes. The properties are currently fully utilized on a one-shift basis, which provides sufficient productive capacity.

 

The Company has an option to renew both Norwalk, Connecticut leases for an additional five-year period.

 

The building located in Cypress, Texas is leased from the former shareholder of A-G Geophysical Products, Inc. which was acquired by the Company in April 1999. The Company has an option to purchase the facility for $1,000,000 during the term of the lease which expires in April 2005.

 

ITEM 3. Legal Proceedings

 

We are not aware of any material pending litigation or proceedings to which the Company or any of its subsidiaries are a party or to which any of its properties are subject.

 

ITEM 4. Submission of Matters to a Vote of Security Holders

 

None.

 

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PART II

 

ITEM 5.    Market for Registrant’s Common Equity and Related Stockholder Matters

 

Our Common Stock is listed on the American Stock Exchange under the symbol “BTJ.” The following table sets forth the high and low sales prices for our Common Stock for the quarters indicated:

 

Fiscal 2003


  

High


        Low

First Quarter

   $4.99         $3.54

Second Quarter

     4.05           2.80

Third Quarter

     3.25           2.82

Fourth Quarter

     3.60           2.90

Fiscal 2002


  

High


        Low

First Quarter

   $5.93         $4.56

Second Quarter

     4.95           4.25

Third Quarter

     5.60           4.45

Fourth Quarter

     4.74           4.00

 

The number of stockholders of record at September 19, 2003 was 281. We believe that the number of beneficial owners is substantially greater than the number of record holders, because a large portion of our Common Stock is held of record in broker “street names.”

 

We have not paid a dividend since 1985. We do not intend to pay cash dividends on our Common Stock in the foreseeable future. Any decision to pay cash dividends will depend upon our growth, profitability, financial condition and other factors that the Board of Directors may deem relevant.

 

No employee stock options to purchase shares of Common Stock were exercised during fiscal year 2003. Employee stock options to purchase an aggregate of 40,000 shares of Common Stock were exercised during fiscal year 2002. No employee stock options were exercised in fiscal year 2001. The stock options were granted under the Bolt Technology Corporation Amended and Restated 1993 Stock Option Plan. These shares were acquired pursuant to cashless exercises which resulted in exercising optionees receiving an aggregate of 5,624 shares of Common Stock. The issuance of the Common Stock was exempt from registration under the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act.

 

Equity Compensation Plan Information

 

The following table sets forth aggregate information for the Bolt Technology Corporation Amended and Restated 1993 Stock Option Plan, which is the Company’s only equity compensation plan in effect as of June 30, 2003, and which has been approved by the Company’s stockholders:

 


    Plan category       

Number of securities to be

issued upon exercise of

outstanding options,

warrants and rights

      

Weighted-average exercise

price of outstanding options,

warrants and rights

      

Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities reflected

in column (a))

   
           (a)        (b)        (c)  

 

Equity compensation plans approved by security

holders

       357,000        $3.39        –0–  

  Equity compensation plans not approved by security holders                  —              —          —  

 

Total

       357,000        $3.39        –0–  

 

Under the terms of the plan, no options can be granted subsequent to June 30, 2003.

 

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ITEM 6. Selected Financial Data

 

The following table has been derived from the Company’s audited financial statements and sets forth selected consolidated financial data with respect to the Company and its subsidiaries. This information should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying notes provided elsewhere in this Form 10-K.

 

     Years Ended June 30,

 
     2003

    2002

   2001

   2000

   1999

 
(In thousands, except per share amounts)                            

Income Statement Data:

                                     

Sales

   $ 10,842     $ 17,991    $ 15,496    $ 14,748    $ 19,591  
    


 

  

  

  


Costs and expenses:

                                     

Cost of sales

     7,116       9,967      8,912      7,968      10,091  

Research and development

     206       253      271      348      386  

Selling, general and administrative

     3,873       4,520      4,250      4,257      3,804  

Amortization of goodwill

     —         —        660      660      335  

Interest expense (income), net

     (18 )     162      332      425      (34 )
    


 

  

  

  


    

 

11,177

 

    14,902      14,425      13,658      14,582  
    


 

  

  

  


Income (loss) before income taxes

     (335 )     3,089      1,071      1,090      5,009  

Provision (benefit) for income taxes

     (174 )     1,218      675      557      728  
    


 

  

  

  


Net income (loss)

   $ (161 )   $ 1,871    $ 396    $ 533    $ 4,281  
    


 

  

  

  


Per Share Data:

                                     

Earnings (loss) per common share:

                                     

Basic

   $ (0.03 )   $ 0.35    $ 0.07    $ 0.10    $ 0.81  

Diluted

   $ (0.03 )   $ 0.35    $ 0.07    $ 0.10    $ 0.80  

Average number of common shares outstanding:

                                     

Basic

     5,414       5,412      5,409      5,387      5,293  

Diluted

     5,414       5,416      5,414      5,408      5,379  

Financial Data:

                                     

Working capital

   $ 8,331     $ 8,479    $ 5,572    $ 7,791    $ 7,651  

Total assets

     21,776       22,860      24,734      25,038      27,887  

Current portion of long-term debt

     —         —        3,600      1,700      1,700  

Long-term debt

     —         —        —        3,600      5,300  

Stockholders’ equity

     20,539       20,700      18,829      18,433      17,865  

Cash dividends paid

     —         —        —        —        —    

 

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following management’s discussion and analysis should be read together with the Consolidated Financial Statements and accompanying notes and other detailed information appearing elsewhere in this Form 10-K. This discussion includes forward-looking statements about the demand for our products and future results. Please refer to the “Note Regarding Forward-Looking Statements” section of this Form 10-K.

 

Overview

 

Sales of the Company’s geophysical products are generally related to the level of worldwide oil and gas exploration and development activity which is dependent, primarily, on oil and gas prices. Because of a rapid decline in oil prices in 1999, oil companies reduced exploration budgets which caused the Company’s customers, primarily seismic exploration contractors, to reduce activities. This reduction in activity resulted in underutilized and idle seismic vessels. During the last half of fiscal 2001 and in fiscal 2002, there was an increase in marine seismic exploration activity which benefited the Company’s geophysical equipment sales and profitability. However, during fiscal 2003, despite high oil prices, the energy industry became increasingly more cautious on exploration spending. The Company believes this caution reflects uncertain economic and political outlooks. This slowdown in marine seismic exploration activity was industry-wide. The Company did not ship any complete energy source systems until late in the fourth quarter of fiscal 2003, and sales of air gun replacement parts and underwater electrical connectors were depressed during fiscal 2003.

 

Fiscal 2003 sales in the industrial products segment of the Company’s business improved over the prior year, reflecting the addition of new customers and higher volume for existing customers.

 

Liquidity and Capital Resources

 

At June 30, 2003, the Company had $1,922,000 in cash and cash equivalents. For the year ended June 30, 2003, cash and cash equivalents increased by $448,000. Cash flow from operating activities after changes in operating assets and liabilities was $519,000 for the year ended June 30, 2003, primarily due to a decrease in the level of accounts receivable partially offset by the fiscal 2003 net loss, higher inventories and lower accrued liabilities.

 

For the year ended June 30, 2003, the Company used $71,000 for capital expenditures for replacement equipment, funded from operating cash flow. The Company estimates that capital expenditures for fiscal year 2004 will be approximately $150,000. The Company expects to fund these capital expenditures from operating cash flow.

 

At June 30, 2002, the Company had $1,474,000 in cash and cash equivalents. For the year ended June 30, 2002, cash and cash equivalents increased by $145,000. Cash flow from operating activities after changes in operating assets and liabilities was $3,827,000 for the year ended June 30, 2002, primarily due to net income and a decrease in the level of accounts receivable.

 

For the year ended June 30, 2002, the Company used $82,000 for capital expenditures and $3,600,000 for the scheduled payments of a note issued in connection with the acquisition of A-G Geophysical Products, Inc. in 1999. In April 2002, the final payment was made and all obligations under this note were satisfied.

 

In May 2002, the Company entered into a one-year $1,500,000 unsecured line of credit agreement with a bank to support working capital requirements. The Company never borrowed under this facility which expired in May 2003. The Company is currently evaluating its requirements with respect to arranging a new facility.

 

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Under the terms of the 1998 asset purchase agreement for Custom Products, the Company could have been required to make additional annual payments to the former owners of Custom Products in the maximum amount of $4,000,000 if net sales of Custom Products increased to certain levels by December 2002. No payments were required under this agreement because the sales did not meet amounts specified in the agreement.

 

In October 1998, the Company’s Board of Directors approved a stock repurchase program under which the Company was authorized to buy up to 500,000 shares of its Common Stock in open market or private transactions. Although the program remains authorized, the Company has not repurchased any shares and currently has no plan to make repurchases.

 

Current cash and cash equivalent balances and projected cash flow from operations are considered adequate to meet foreseeable operating needs.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet financing arrangements. In addition, the Company does not have any relationship with unconsolidated entities or any special purpose entities and has not issued any guarantees.

 

Contractual Obligations

 

The Company has no long-term borrowings, capital leases, purchase obligations or other long-term liabilities at June 30, 2003 and 2002. The Company is obligated for minimum lease payments as of June 30, 2003 under several operating leases for its facilities as follows:

 

Contractual Obligations


   Total

   Payments Due by Period

      Less than 1 year

   1-3 years

   3-5 years

   More than 5 years

Operating Lease obligations

   $ 1,609,000    $ 474,000    $ 689,000    $ 446,000    —