SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2004
Commission File Number 0-7092
RELIABILITY INCORPORATED
(Exact name of registrant as specified in its charter)
| TEXAS | 75-0868913 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 16400 Park Row Post Office Box 218370 Houston, Texas |
77218-8370 | |
| (Address of principal executive offices) | (Zip Code) | |
(281) 492-0550
(Registrants 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 twelve 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 ninety 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 issuers classes of common stock, as of the latest practicable date.
6,335,965 Common Stock No Par Value
as of May 12, 2004
RELIABILITY INCORPORATED
FORM 10-Q
March 31, 2004
| Page No. | ||||
| PART I - FINANCIAL INFORMATION | ||||
| Item 1. |
Financial Statements: |
|||
|
Consolidated Balance Sheets: |
3 | |||
|
Consolidated Statements of Operations: |
4 | |||
|
Consolidated Statements of Cash Flows: |
5 | |||
| 6-11 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12-15 | ||
| Item 3. |
15 | |||
| Item 4. |
15 | |||
| PART II - OTHER INFORMATION | ||||
| Item 5. |
16 | |||
| Item 6. |
16 | |||
| 17 | ||||
2
PART I - FINANCIAL INFORMATION
| Item 1. |
Financial Statements |
RELIABILITY INCORPORATED
(In thousands, except share data)
| March 31, 2004 |
December 31, 2003 |
|||||||
| (unaudited) | (Note 1) | |||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 3,127 | $ | 4,454 | ||||
| Accounts receivable |
683 | 476 | ||||||
| Inventories |
719 | 727 | ||||||
| Other current assets |
125 | 156 | ||||||
| Total current assets |
4,654 | 5,813 | ||||||
| Property, plant and equipment, at cost: |
||||||||
| Machinery and equipment |
14,101 | 14,107 | ||||||
| Buildings and improvements |
4,640 | 4,640 | ||||||
| Land |
230 | 230 | ||||||
| 18,971 | 18,977 | |||||||
| Less accumulated depreciation |
15,122 | 14,915 | ||||||
| 3,849 | 4,062 | |||||||
| Investments |
233 | 231 | ||||||
| Goodwill |
598 | 598 | ||||||
| Assets held for sale |
1,000 | 1,000 | ||||||
| $ | 10,334 | $ | 11,704 | |||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 193 | $ | 429 | ||||
| Accrued liabilities |
561 | 438 | ||||||
| Income taxes payable |
20 | 20 | ||||||
| Total current liabilities |
774 | 887 | ||||||
| Deferred tax liabilities |
34 | 33 | ||||||
| Stockholders equity: |
||||||||
| Common stock, without par value; 20,000,000 shares authorized; 6,690,265 shares issued |
9,721 | 9,721 | ||||||
| Retained earnings |
870 | 2,129 | ||||||
| Accumulated other comprehensive income (loss) |
29 | 28 | ||||||
| Less treasury stock at cost, 354,300 shares |
(1,094 | ) | (1,094 | ) | ||||
| Total stockholders equity |
9,526 | 10,784 | ||||||
| $ | 10,334 | $ | 11,704 | |||||
See accompanying notes.
3
RELIABILITY INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (unaudited) | ||||||||
| Revenues: |
||||||||
| Product sales |
$ | 343 | $ | 205 | ||||
| Services |
364 | 223 | ||||||
| 707 | 428 | |||||||
| Costs and expenses: |
||||||||
| Cost of product sales |
396 | 328 | ||||||
| Cost of services |
495 | 421 | ||||||
| Marketing, general and administrative |
922 | 915 | ||||||
| Research and development |
170 | 470 | ||||||
| 1,983 | 2,134 | |||||||
| Operating loss |
(1,276 | ) | (1,706 | ) | ||||
| Interest income |
5 | 16 | ||||||
| Other income |
12 | 241 | ||||||
| Loss before income taxes |
(1,259 | ) | (1,449 | ) | ||||
| Provision (benefit) for income taxes: |
||||||||
| Current |
| (74 | ) | |||||
| Deferred |
| 74 | ||||||
| | | |||||||
| Net loss |
$ | (1,259 | ) | $ | (1,449 | ) | ||
| Loss per share: |
||||||||
| Basic |
$ | (.20 | ) | $ | (.23 | ) | ||
| Diluted |
$ | (.20 | ) | $ | (.23 | ) | ||
| Weighted average shares: |
||||||||
| Basic |
6,336 | 6,336 | ||||||
| Diluted |
6,336 | 6,336 | ||||||
See accompanying notes.
4
RELIABILITY INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (unaudited) | ||||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (1,259 | ) | $ | (1,449 | ) | ||
| Adjustments to reconcile net loss to cash used by operating activities: |
||||||||
| Depreciation and amortization |
218 | 217 | ||||||
| Provision for deferred income taxes |
| 74 | ||||||
| Provision for inventory obsolescence |
26 | 15 | ||||||
| Gain on disposal of assets held for sale |
| (155 | ) | |||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(207 | ) | (8 | ) | ||||
| Inventories |
(18 | ) | (18 | ) | ||||
| Refundable income taxes |
| (74 | ) | |||||
| Other current assets |
31 | (13 | ) | |||||
| Accounts payable |
(236 | ) | 25 | |||||
| Accrued liabilities |
123 | (9 | ) | |||||
| Income taxes payable |
| (2 | ) | |||||
| Cash payments charged to restructuring reserve |
| (15 | ) | |||||
| Total adjustments |
(63 | ) | 37 | |||||
| Net cash used by operating activities |
(1,322 | ) | (1,412 | ) | ||||
| Cash flows from investing activities: |
||||||||
| Expenditures for property and equipment |
(5 | ) | (83 | ) | ||||
| Proceeds from sale of assets held for sale |
| 825 | ||||||
| Net cash provided (used) by investing activities |
(5 | ) | 742 | |||||
| Cash flows from financing activities: |
||||||||
| Net cash provided (used) by financing activities |
| | ||||||
| Net decrease in cash |
(1,327 | ) | (670 | ) | ||||
| Cash and cash equivalents: |
||||||||
| Beginning of period |
4,454 | 6,117 | ||||||
| End of period |
$ | 3,127 | $ | 5,447 | ||||
See accompanying notes.
5
RELIABILITY INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
The consolidated financial statements include the financial transactions and accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 2003.
Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Income Taxes
Deferred income taxes are provided under the liability method and reflect the net tax effects of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. The Company establishes valuation allowances when the realization of specific deferred tax assets are subject to significant uncertainty.
For the quarter ended March 31, 2004, the Company recorded no tax benefits on its operating loss, as the loss will have to be carried forward and realization of any benefit is uncertain. For the quarter ended March 31, 2003, the offsetting current and deferred provision amounts result from additional deductions claimed on the Companys 2002 federal tax return.
6
RELIABILITY INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
Inventories
Inventories are stated at the lower of standard cost (which approximates first-in, first-out) or market (replacement cost or net realizable value) and include (in thousands):
| March 31, 2004 |
December 31, 2003 | |||||
| Raw materials |
$ | 292 | $ | 345 | ||
| Work-in-progress |
88 | 98 | ||||
| Finished goods |
339 | 284 | ||||
| $ | 719 | $ | 727 | |||
Inventories are presented net of reserves for excess and obsolete inventories of $465,000 and $439,000 at March 31, 2004 and December 31, 2003, respectively.
Investments in Marketable Equity and Debt Securities
All investments are classified as held to maturity or available-for-sale securities under the provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Management determines the appropriate classification of its investments in equity and debt securities at the time of purchase and reevaluates such determinations at each balance sheet date.
Marketable equity securities are classified as available-for-sale and are carried at their fair value on the balance sheet, with unrealized gains and losses, net of applicable income taxes of $15,000 and $14,000 at March 31, 2004 and December 31, 2003, respectively, reported as a separate component of stockholders equity. Marketable equity securities are stated at market value, as determined by the most recently published trade price of the securities at the balance sheet date.
The following table summarizes the Companys investment in securities (in thousands) at the dates indicated:
| March 31, 2004 |
December 31, 2003 | |||||
| Marketable equity securities, at cost |
$ | 189 | $ | 189 | ||
| Unrealized net gains (losses) on marketable securities |
44 | 42 | ||||
| $ | 233 | $ | 231 | |||
| Amount classified as current |
| | ||||
| Amount classified as long-term |
$ | 233 | $ | 231 | ||