UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) X Quarterly Report Under Section 13 or 15(d) of the Securities Exchange - --------- Act of 1934 (No Fee Required) For the quarterly period ended DECEMBER 31, 2000 Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from __________ to __________ Commission file number 0-15318 ------- BALLISTIC RECOVERY SYSTEMS, INC ---------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Minnesota 41-1372079 - -------------------------------------- ---------------------------- (State or Other Jurisdiction of (IRS Employer ID Number) Incorporation or Organization) 300 Airport Road, South St. Paul, Minnesota, 55075-3541 ------------------------------------------------------- (Address of Principal Executive Offices) (651) 457-7491 ---------------------------------------------- Issuer's Telephone Number Including Area Code) ----------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report) Check whether the issuer: (1) filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act during the past 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 --------------- -------------- Number of shares outstanding as of January 25, 2001: 6,105,798 ------------------ 1 INDEX BALLISTIC RECOVERY SYSTEMS, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited). Page ---- Balance sheets as of December 31, 2000 and September 30, 2000. 3 Statements of operations for the three months ended December 31, 2000 and 1999. 4 Statements of cash flow for the three months ended December 31, 2000 and 1999. 5 Notes to financial statements at December 31, 2000. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 - ---------- 2 PART I FINANCIAL INFORMATION - Item 1. Financial Statements BALLISTIC RECOVERY SYSTEMS, INC. BALANCE SHEETS (UNAUDITED) December 31, September 30, ASSETS 2000 2000 ---- ---- Current assets: Cash $292,626 $33,858 Accounts receivable - net of allowance for doubtful accounts of $2,500 and $2,500, respectively 25,070 98,391 Inventories 651,697 846,109 Deferred tax asset - current portion 25,000 25,000 ------------ ----------- Total current assets 994,393 1,003,358 ------------ ----------- Furniture, fixtures and leasehold improvements 180,906 170,004 Less accumulated depreciation (121,747) (116,339) ------------ ------------ Furniture, fixtures and leasehold improvements - net 59,159 53,665 ------------ ----------- Other assets: Patents less accumulated amortization of $7,480 and $7,308, respectively 4,184 4,356 Deferred tax asset - long-term portion 275,000 275,000 Other intangible assets less accumulated amortization of $28,269 and $25,699, respectively 23,129 25,699 Covenant not to compete less accumulated amortization of $196,043 and $186,557, respectively 183,395 192,881 ------------ ----------- Total other assets 485,708 497,936 ------------ ------------ Total assets $1,539,260 $1,554,959 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $68,241 $143,990 Customer deposits 93,311 74,693 Accrued payroll 35,699 35,039 Other accrued liabilities 121,331 65,738 Line-of-credit borrowings 70,600 220,600 Current portion of bank note 15,252 16,874 Current portion of covenant not to compete 30,015 29,204 ------------ ----------- Current liabilities 434,449 586,138 ------------ ----------- Long-term bank note and covenant, less current portions 150,939 161,198 ------------ ----------- Shareholders' equity: Common stock ($.01 par value; 10,000,000 shares authorized; 6,105,798 and 5,905,798 shares, respectively, issued and outstanding) 61,058 59,058 Additional paid-in capital 2,754,236 2,646,236 Accumulated deficit (1,861,422) (1,897,671) ------------ ----------- Total shareholders' equity 953,872 807,623 ------------ ----------- Total liabilities and shareholders' equity $1,539,260 $1,554,959 ============ =========== The Accompanying Notes are an Integral Part of these Financial Statements. 3 BALLISTIC RECOVERY SYSTEMS, INC. STATEMENTS OF OPERATIONS For the Three Months Ended December 31, 2000 and 1999 (UNAUDITED) 2000 1999 ---- ---- Sales $794,470 $459,616 Cost of sales 524,313 307,666 --------- --------- Gross profit 270,157 151,950 Selling, general and administrative 142,814 106,509 Research and development, net (Note 2) 61,094 35,714 --------- --------- Income from operations 66,249 9,727 Other income (expense): Interest expense (11,381) (10,124) Intangible amortization (12,056) (8,989) Other - net (6,563) (9,486) --------- --------- Net income (loss) $36,249 $(18,872) ========= ========= Basic earnings per share $0.01 $(0.00) ========= ========= Weighted average number of shares outstanding 6,034,059 5,731,131 ========= ========= Diluted earnings per share $0.01 (0.00) ========= ========= Weighted average number of shares outstanding 6,247,835 6,057,733 ========= ========= The Accompanying Notes are an Integral Part of these Financial Statements. 4 BALLISTIC RECOVERY SYSTEMS, INC. STATEMENTS OF CASH FLOW For the Three Months Ended December 31, 2000 and 1999 (UNAUDITED) 2000 1999 ---- ---- Cash flows from operating activity: Net income (loss) $36,249 $(18,872) Adjustments to reconcile net income to net cash from operating activity: Depreciation and amortization 8,150 5,463 Amortization of covenant not to compete 9,486 9,486 Inventory valuation reserve 9,000 3,000 (Increase) decrease in: Accounts receivable 73,321 28,961 Inventories 185,412 (7,579) Prepaid expenses --- (5,563) Increase (decrease) in: Accounts payable (75,749) (14,125) Customer deposits 18,618 (16,616) Accrued expenses 56,253 (23,238) -------- -------- Net cash flows from operating activities 320,740 (39,083) -------- -------- Cash flows from investing activities: Capital expenditures (10,902) (3,232) -------- -------- Net cash flows from investing activities (10,902) (3,232) -------- -------- Cash flows from financing activities: Net payments under line-of-credit agreement (150,000) --- Proceeds from sale of stock 110,000 --- Exercise of stock options --- 10,937 Principal payments on debt (4,066) (3,690) Principal payments on covenant not to compete (7,004) (6,277) -------- -------- Net cash flows from financing activities (51,070) 970 -------- -------- Increase (decrease) in cash 258,768 (41,345) Cash - beginning of year 33,858 181,902 -------- -------- Cash - end of period $292,626 $140,557 ======== ======== The Accompanying Notes are an Integral Part of these Financial Statements. 5 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2000 (UNAUDITED) A. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles 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 three month period ended December 31, 2000 are not necessarily indicative of the results that may be expected for the year ended September 30, 2001. For further information, refer to the financial statements and footnotes thereto included in the Company's summary annual report for the year ended September 30, 2000. B. INVENTORIES The components of inventory consist of the following: 12/31/00 09/30/00 -------- -------- Raw materials $358,434 $219,175 Work in process 162,924 506,281 Finished goods 130,339 120,653 -------- -------- Total inventories $651,697 $846,109 ======== ======== C. ACCOUNTS RECEIVABLE The Company sells to domestic and foreign companies. The Company grants uncollateralized credit to some customers, but the majority of sales are prepaid or shipped cash on delivery (COD). In addition, the Company's research and development projects are billed to its customers on an uncollateralized credit basis with terms of between net 15 and net 30 days. The estimated loss that management believes is probable is included in the allowance for doubtful accounts. Due to uncertainties in the collection process, however, it is at least reasonably possible that management's estimate will change during the next year. That amount cannot be estimated. D. CUSTOMER DEPOSITS The Company requires order deposits from most of its domestic and international customers. These deposits represent either partial or complete down payments for orders. These down payments are recorded as customer deposits. The deposits are recognized as revenue when the product is shipped. E. CUSTOMER CONCENTRATION One major customer, Cirrus Design Corporation, represented 53.4% of the Company's total sales for the quarter ended December 31, 2000 as compared to 21.0% for the same period last year. This customer's product is in the Company's general aviation product line. In its recreational aviation product line, the Company primarily distributes its products through dealers and distributors who in turn sell to the end consumer. The Company believes that in the event that any individual dealers or distributors cease to represent the Company's products, that alternative dealers or distributors can be established. 6 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2000 (UNAUDITED) F. NEW PRODUCT DEVELOPMENT, R&D FUNDING AND INCOME RECOGNITION Upon satisfaction of contingencies on November 2, 2000, an agreement between the Company and Charles F. Parsons (d.b.a. Millennium Aerospace) dated October 26, 2000 became effective. The purpose of the agreement was to provide specific funding for a parachute recovery system for the Cessna 172 model aircraft to be developed and certified by the Company. The Agreement called for an investment by Parsons of $200,000. The investment took the form of an equity infusion valued at $110,000 for 200,000 restricted shares of the Company's Common Stock and $90,000 for research and development. The funding will be used towards research and development for the BRS GARD-172 product, which is expected to be carried out over the next 12 to 18 months. Following completion of the product, the Company will seek Federal Aviation Administration (FAA) approval, which will allow the product to be installed on certified Cessna 172 series aircraft. Once certified by the FAA, the Company will begin production and distribution of the product and Parsons will market and distribute the product. Under additional terms of the agreement, the Company will continue its efforts to solicit Cessna 172 owners for deposits, which will secure their purchase commitments for the product once certified. To date, the Company has received four deposits from customers and will continue its efforts throughout the remainder of the current fiscal year. During the past several years, the Company's primary general aviation product has been for the Cirrus Design SR20 (SR20). During this fiscal quarter, the Company completed testing and certification for the next generation Cirrus Design aircraft called the SR22. Deliveries of the first two systems for the SR22 were made in December 2000. The SR20 aircraft received Federal Aviation Administration (FAA) certification in October 1998 and includes the Company's parachute system as a standard equipment feature. The development of the system for the SR20 was a joint effort between the Company and Cirrus Design under an agreement that began in 1994 and culminated with FAA certification in late 1998. Under terms of the agreement, the Company has retained the developed technology for the parachute systems in general and the outside company has retained the developed technology that is specific to their individual aircraft. The Company shared in the costs to develop and certify the parachute system for this aircraft. The SR22 received FAA certification in November 2000 and also has the Company's product installed as standard equipment. The SR22 is heavier and faster than the predecessor SR20. The Company shared in the costs to develop the parachute system for the SR22 as well. The net amount of expenses incurred by the Company is reflected in Research and Development expenses in the financial statements. In September 2000, the Company entered into an agreement to bring back its product for the Cessna 150/152 model aircraft which is expected to be back on the market in early calendar year 2001. Under the agreement the Company will develop a new rocket motor that will be used for the product and once reintroduced, the product will be marketed under an exclusive marketing agreement with an outside company. All expenditures to reintroduce the product will be recorded as expense as incurred. G. PURCHASE AND SUPPLY AGREEMENT On September 17, 1999, the Company entered into a Purchase and Supply Agreement with Cirrus Design Corporation (Cirrus), the manufactured of the SR20 aircraft that utilizes the Company's parachute system as standard equipment. Under the Agreement, Cirrus has been issued four warrants to acquire an aggregate of up to 1.4 million shares of restricted Company stock. In order to execute the warrants, Cirrus must meet certain purchase levels of the Company's emergency parachute systems for the SR20 aircraft over the subsequent five years. The purchase levels that must be achieved along with the corresponding number of shares under each warrant and warrant strike price are as follows: 7 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2000 (UNAUDITED) G. PURCHASE AND SUPPLY AGREEMENT (Continued) Exercise Price per Warr # Exercise Period Warrant Shares Warrant Share Purchase Commitment ------ --------------- -------------- ------------- -------------------- 1 01-2002 to 02-2003 250,000 $1.00 250 units in calendar 2002 2 01-2003 to 02-2004 250,000 $1.00 400 units in calendar 2003 3 01-2003 to 02-2004 250,000 $1.25 400 units in calendar 2003 4 01-2004 to 02-2005 650,000 $1.25 500 units in calendar 2004 If the minimum purchase levels are met, then Cirrus has the right to exercise the warrant during the exercise period for the stated exercise price. In the event that Cirrus does not meet the minimum purchase levels, Cirrus will forfeit the right to exercise the corresponding warrant. If Cirrus fulfills their purchase commitments and exercises their warrants, the impact on equity may be as follows (Assumes equity contributions based on the exercise of all warrants near the end of the exercise period): Fiscal Year Equity Contribution ----------- ------------------- 2003 $ 250,000 2004 562,500 2005 812,500 ------------ Total $ 1,625,000 ============ H. COVENANT NOT TO COMPETE On October 26, 1995 the Company entered into an agreement with the president and majority shareholder of Second Chantz Aerial Survival Equipment, Inc. (SCI), whereby SCI ceased all business activities, and SCI's president and majority shareholder entered into a ten year covenant not to compete with the Company. In exchange for the above the Company agreed to make payments on the covenant not to compete. The agreement did not involve a stock or asset purchase. In addition, the Company did not agree to assume any liabilities of SCI or its president. The payments required under this agreement contain a non-interest-bearing portion and a portion that bears interest at a rate below the Company's incremental borrowing rate. Under generally accepted accounting principles the future payments have been discounted at the Company's incremental borrowing rate of 11.0% resulting in a resulting in a present dollar valuation of $379,438 on the $584,362 future dollar valuation. The carrying amount of this debt approximates fair value because the interest rate approximates the Company's incremental borrowing rate. The non interest bearing note was paid off in December 1997. The 4% ten year note calls for monthly payments of $4,036 (November 1995 to October 2005). Payments under this agreement are unsecured. The present value of the Company's obligation under this agreement was recorded as an intangible asset and is being amortized over ten years as shown in the accompanying financial statements. 8 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2000 (UNAUDITED) H. COVENANT NOT TO COMPETE (Continued) Future payments under this agreement are as follows: Future Present Dollars Dollars ------- ------- 2001 36,327 22,200 2002 48,436 32,584 2003 48,436 36,354 2004 48,436 40,561 2005 48,436 45,255 Thereafter 4,036 3,999 -------- -------- $234,107 $180,953 ======== ======== The Company also granted SCI's president an option to purchase 50,000 shares of the Company's common stock at an exercise price of $.25. This option has a ten-year life and vested 20% per year over five years. I. LONG-TERM DEBT On November 5, 1996, the Company signed a note payable with the bank in the amount of $70,030. The purpose of the loan was to pay for renovations to the current production facility that the company took possession of on October 1, 1996. The note calls for interest at a rate 2% over the bank's index rate, which was 8.25% at the time of signing. The index rate was 9.75% as of December 31, 2000, which computes to a total interest rate of 11.75%. The note has scheduled payments over a sixty-month period of $1,501 per month. The scheduled maturity date of the note is November 5, 2001. However, the note has a demand provision, which can be exercised by the bank at any time, but no demand for payment in full is expected during the term of the note. The balance on the loan at December 31, 2000 was $15,252. The carrying amount of this debt approximates fair value because the interest rate changes with market rates. This loan is secured by all of the Company's assets. Future maturities on long-term debt at December 31, 2000 are as follows: 2001 $12,807 2002 2,445 ------- $15,252 ======= J. LINE-OF-CREDIT BORROWINGS Since February 28, 2000, the Company has been operating under a $250,000 line-of-credit for use in operations. The line-of-credit was established on an annual renewal basis and is secured by all of the Company's assets. The latest line-of-credit expires February 28, 2001. The line calls for a variable interest rate of 1.5% over the bank's index rate. At December 31, 2000, the Company had balance due of $70,600 under the line, which carried an interest rate of 11.25%. The Company expects to renew the line each year following the review of its financial results and projections with the bank. 9 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2000 (UNAUDITED) K. INCOME TAXES Differences between accounting rules and tax laws cause differences between the bases of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities under SFAS 109. During 1998 the Company reduced the valuation allowance relating to the deferred tax assets to reflect current and projected utilization. The recognized deferred tax asset is based upon expected utilization of the NOL carryforwards and reversal of certain timing differences. The Company has assessed its past earnings history and trends, sales backlog, budgeted sales, and expiration dates of carryforwards and has determined that it is more likely than not that $300,000 of deferred tax assets will be utilized. The remaining valuation allowance of $612,700 at December 31, 2000 is maintained on deferred tax assets which the Company has not determined to be more likely than not realized at this time. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: SALES Sales for the first quarter of fiscal year 2001 were $794,470, an increase of $334,854 or 72.9% from the $459,616 reported for the same quarter of fiscal year 2000. The increase is primarily attributed to the Company's new general aviation product. In current fiscal year quarter, revenues derived from the Company's general aviation product accounted for 53.4% of revenues as compared to 21.0% during the same prior year quarter. The Company's primary customer for its general aviation product, Cirrus Design (Cirrus), is expected to continue to increase its manufacturing volumes for its aircraft during 2001. In addition to the SR20 model of aircraft, Cirrus received FAA certification of the next generation of aircraft the SR22, in November 2000. As a result, the Company is forecasting further growth in 2001 in its general aviation revenues. However, volume projections and timing of those volumes is uncertain at this time. The Company's sport aviation business has maintained levels consistent with that of the prior year. Within the sport aviation business, the international markets for the Company's products have been affected by a number of factors. These factors include a strong US currency that raises the cost of the Company's exports, increased competition in Europe, and increasing government regulations that make it more challenging to transport the Company's product abroad. This has resulted in consistently weaker sales internationally than in previous years. In addition, certain markets may be reaching a saturation point for the Company's sport aviation product. The Company has expanded its efforts to improve international business for its sport aviation products, but there can be no assurances that these efforts will produce increased sales for the Company. GROSS MARGIN Gross margin as a percentage of revenues was 34.0% compared to 33.1% for the prior year quarter. Despite increases in raw materials and labor costs, the consistent gross margin is the result of leveraging the Company's operations personnel and manufacturing overhead over a larger revenue base. The Company's gross margin percentage has varied each year, and each quarter, in both a positive and negative fashion due to a variety of factors including customer and specific product mix, inventory provisions, and volume related efficiencies. Such variations will probably continue to impact gross margin percentages in future reporting periods. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative costs were up in actual dollars for the current fiscal year compared to the same prior year period but decreased as a percent of sales by 5.2%. The dollar increase is primarily due to increased advertising, travel expenses for the promotion of the Company's products and staff additions. Expenditures in this category are expected to increase as the Company accelerates its efforts to expand the general aviation market while strengthening the sport and recreational market sales. RESEARCH AND DEVELOPMENT Outside funding has offset a portion of research and development costs for both years. Net research and development costs were higher in the current fiscal year quarter, but still remained a relatively low 7.7% of sales, which is consistent with that of the prior year. Research and development is an integral part of the growth strategy for the Company, and will continue to play an important role in the Company's success. This role will include not only that of future product developments, but in the exploitation of currently developed products for additional applications. The Company will continue to look for sources for further outside funding of research and development, but there can be no assurances that the Company will be successful in those efforts. 11 NET INCOME (LOSS) The first quarter of fiscal year 2001 was the first profitable first quarter for the Company since 1990. Net income of 36,249, was 4.6% of gross revenues or $0.01 per share as compared to a net loss in the prior year comparative quarter. As the Company expands into different aircraft markets and expands its product applications, market conditions will determine ultimate sales levels and profitability. LIQUIDITY AND CAPITAL RESOURCES: Management intends to fund all of its continuing operation out of its current revenues with the exception of its contract research and development projects. The Company has also established a line-of-credit for use in operations as required. Management believes that the current business operation is adequate to support the ongoing operations of the Company during the next twelve-month period and will maintain and adjust expenses as necessary to improve profitability. The Company will continue to look for sources for contract research and development projects, but there can be no assurances that the Company will be successful in its efforts. In November 2000, the Company entered into an agreement, which provided $200,000 of the funding necessary to develop and certify a parachute recovery system for the Cessna 172 aircraft. The agreement provides funding that will be utilized to offset a portion of the expenditures necessary for that project. In addition, the Company will continue to seek funding from individual Cessna 172 owners that will be required to make non-refundable deposits towards the future delivery of the product. The Company is confident that the development and certification of the Cessna 172 system will be completed within 12 to 18 months, but there can no assurance that the system will receive certification or if certified, will obtain adequate funding or sell in volumes that will have a material impact on the Company. The Company anticipates a need to make capital improvements to its current production facility as well as expenditures to increase inventory levels as a result of the production of general aviation units for the recovery system that was recently certified. It is currently the intention of the Company to fund the expenditures through current operations as well as revenues generated by those units. The Company's general aviation product is standard equipment on the Cirrus SR20, which received Federal Aviation Administration (FAA) certification in October 1998. In addition, in November 2000, Cirrus received FAA certification on the next generation of aircraft called the SR22. The SR22, like the SR20, uses the Company's parachute system as a standard feature. The Company delivered 39 units to Cirrus during the current fiscal quarter. As of January 2001, Cirrus has firm orders for 440 SR20 models and 199 SR22 models, which will include the Company's parachute system. Cirrus has delivered 106 aircraft as of the same time period. Cirrus expects to be able to fill this backlog during the next 24 months. Future production volumes for the aircraft, and therefore, the Company's parachute systems, will be dictated by ultimate market demands. The Private Securities Litigation Reform Act of 1995 provides "safe harbor" for forward-looking statements. Certain information included in this Form 10-QSB and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company) contain statements that are forward-looking, such as statements relating to plans for research projects, anticipated Cirrus delivery orders and schedules, development, certification and financing of the Cessna 172 system, other business development activities as well as other capital spending, financial sources, and the effects of competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, the elimination of funding for new research and development projects, the decline in unregistered aircraft sales, potential product liability claims, dependence on discretionary consumer spending, dependence on existing management, general economic conditions, changes in federal or state laws or regulations. 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company was named in a lawsuit based on a claim from a former supplier of the Company. The Company has made a counter claim against the vendor for damages sustained by the Company. Although there can be no assurances, the Company believes that the counter claim is valid and the potential for future liability in this matter is not material to the Company's financial position. Item 6. Exhibits and Reports on Form 8-K There are no exhibits and the Company did not file any reports on Form 8-K for the three months ended December 31, 2000. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BALLISTIC RECOVERY SYSTEMS, INC. By /s/ Mark B. Thomas ------------------ Mark B. Thomas Chief Executive Officer and Chief Financial Officer Dated January 29, 2001 14