SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 1995 Commission File Number 0-9669 -------------- ------ TECHNALYSIS CORPORATION - - ------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) Minnesota 41-0918564 - - ------------------------------------- ---------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6700 France Avenue South Minneapolis, Minnesota 55435 - - ------------------------------------- ---------------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (612) 925-5900 ---------------------------- Not Applicable - - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last year) 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- 2,197,303 Common Shares were outstanding as of March 31, 1995. TECHNALYSIS CORPORATION INDEX PAGE PART I. FINANCIAL INFORMATION NO. ---- Item 1. Financial Statements Condensed Balance Sheet 3 March 31, 1995 (Unaudited) and December 31, 1994 Condensed Statement of Earnings 4 Three months ended March 31, 1995 and 1994 (Unaudited) Condensed Statements of Cash Flows 5 Three months ended March 31, 1995 and 1994 (Unaudited) Notes to Condensed Financial 6 Statements (Unaudited) Item 2. Management's Discussion and Analysis of 7 Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 2 TECHNALYSIS CORPORATION CONDENSED BALANCE SHEET MARCH 31, DEC. 31, 1995 1994 ----------- ----------- (Unaudited) Note ASSETS CURRENT ASSETS: Cash and Cash Equivalents $3,189,091 $4,156,239 Investment in Available-For-Sale Securities 1,079,089 1,057,255 Trade Accounts Receivable 3,973,836 2,254,825 Unbilled Work on Contracts in Process 112,636 1,056,513 Other Current Assets 190,242 237,146 ---------- ---------- TOTAL CURRENT ASSETS $8,544,894 $8,761,978 EQUIPMENT AND OFFICE FURNITURE: At cost less accumulated depreciation of 675,795 & 658,955 respectively 170,454 157,789 ---------- ---------- $8,715,348 $8,919,767 ---------- ---------- ---------- ---------- LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Trade Accounts Payable $ 329,742 $ 210,757 Salaries, Wages and Commissions Payable 180,139 105,462 Accrued Vacation Payable 67,747 80,482 Income Taxes Payble 0 0 Dividends Payable 0 637,218 Advance Billings on Contracts 160,575 154,273 ---------- ---------- TOTAL CURRENT LIABILITIES $ 738,203 $1,188,192 STOCKHOLDER'S EQUITY: Common Stock, Par Value $.10 a Share; Authorized 5,000,000 Shares Issued and outstanding 2,197,303 & 2,197,303 shares, respectively $ 219,730 $ 219,730 Additional Paid-In Capital 973,446 973,446 Retained Earnings 6,823,842 6,591,746 Unrealized Loss on Available-For-Sale Securities (39,873) (53,347) ---------- ---------- $7,977,145 $7,731,575 ---------- ---------- $8,715,348 $8,919,767 ---------- ---------- ---------- ---------- NOTE: The balance sheet at December 31, 1994 has been taken from the audited financial statements at that date, and condensed. 3 TECHNALYSIS CORPORATION CONDENSED STATEMENT OF EARNINGS (Unaudited) THREE MONTHS ENDED MARCH 31 ----------------------- 1995 1994 ---------- ---------- REVENUES: Sales and Reimbursed Expenses $4,938,351 $4,229,922 EXPENSES: Salaries, Contracted Services and Reimbursed Expenses $2,935,949 $2,485,044 Selling, Administrative and Other Operating Costs 979,542 712,737 Employee Benefits 706,062 548,589 ---------- ---------- TOTAL EXPENSES $4,621,550 $3,746,370 ---------- ---------- OTHER INCOME: Interest Income 73,295 54,668 ---------- ---------- EARNINGS BEFORE INCOME TAXES $ 390,096 $ 538,220 INCOME TAXES 158,000 218,000 ---------- ---------- NET EARNINGS $ 232,096 $ 320,220 ---------- ---------- ---------- ---------- PER COMMON SHARE Net Earnings: Primary $0.11 $0.15 Fully Diluted $0.11 $0.15 Cash Dividends: (for previous year) $0.29 $0.28 4 TECHNALYSIS CORPORATION STATEMENTS OF CASH FLOW THREE MONTHS ENDED MARCH 31 ------------------------ 1995 1994 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $4,169,519 $4,237,750 Cash paid for salaries, wages & benefits (3,584,761) (3,109,180) Cash paid for selling, administrative & other operating costs (858,928) (667,257) Interest Received 71,872 45,757 Income Taxes Paid (89,767) (73,776) ---------- ---------- Net cash provided by operating activities (292,065) 433,294 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (29,505) (4,285) Purchases of Available-For-Sale Securities (8,360) 0 ---------- ---------- (37,865) (4,285) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (637,218) (614,965) Proceeds from issuance of common stock 0 52,990 ---------- ---------- Net cash used by financing activities (637,218) (561,975) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: (967,148) (132,966) CASH AND CASH EQUIVALENTS: At beginning of period 4,156,239 6,371,620 ---------- ---------- At end of period $3,189,091 $6,238,654 ---------- ---------- ---------- ---------- RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net earnings $ 232,096 $ 320,220 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 16,840 6,020 (Increase) decrease in trade A/R (1,719,011) 347,251 (Increase) decrease in unbilled work on contracts in process 943,877 (185,628) (Increase) decrease in other assets 46,904 (48,124) Increase (decrease) in accounts payable 118,985 75,963 Increase (decrease) in accrued expenses 61,942 (72,837) Increase (decrease) in income taxes payable 0 144,224 Increase (decrease) in advance billings on contracts in process 6,302 (153,795) ---------- ---------- Total adjustments (524,161) 113,074 ---------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ (292,065) $ 433,294 ---------- ---------- ---------- ---------- 5 TECHNALYSIS CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED FINANCIAL STATEMENTS The condensed balance sheets of March 31, 1995 and December 31, 1994, the statement of earnings for the three-month period ended March 31, 1995 and 1994, and the condensed statements of cash flows for the three-month periods then ended have been prepared by the company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 1995 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the company's December 31, 1994 annual report to shareholders. The results of operations for the periods ended March 31, 1995 are not necessarily indicative of the operating results for the full year. 2. STOCKHOLDERS' EQUITY During the three months ended March 31, 1995, stockholder's equity changed for the following items; - Net Earnings of $232,096. - $13,474 adjustment in unrealized loss on available-for-sale securities. 6 TECHNALYSIS CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS REVENUES Revenue from sales and reimbursed expenses increased 17% for the first quarter of 1995, ended March 31, compared to 1994 due to an increase in the amount of business. Interest income increased 34% due to higher interest rates. OPERATING COSTS AND EXPENSES Operating costs were 94% of revenues for the first quarter of 1995 compared to 89% for the first quarter of 1994. The increase in operating costs as a percent of revenues was due primarily to increased expansion costs and higher costs than anticipated for a large fixed-price project. NET EARNINGS Net earnings and earnings per share decreased 28% and 27% respectively for the first quarter of 1995 compared to the first quarter of 1994 due to the increase in operating costs. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1995, Technalysis had working capital of $7,797,494 versus $7,573,786 as of December 31, 1994 and $8,079,022 as of March 31, 1994. Technalysis has neither short nor long term debt. The Company believes it has adequate cash and cash flow to support its present operations. 7 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibit No. 1: Computations of Net Income per Common Share 8 Exhibit No. 1 TECHNALYSIS CORPORATION COMPUTATION OF NET EARNINGS PER COMMON SHARE THREE MONTHS ENDED MARCH 31 ------------------------ 1995 1994 ---------- ---------- PRIMARY: Net Earnings $ 232,096 $ 320,220 ---------- ---------- ---------- ---------- Weighted average number of common shares outstanding 2,197,303 2,200,832 Dilutive effect of stock options outstanding after application of treasury stock method 7,333 7,096 ---------- ---------- 2,204,636 2,207,928 Net earnings per common equivalent share, based upon weighted average number of shares outstanding $0.11 $0.15 ---------- ---------- ---------- ---------- FULLY DILUTED: Net Earnings $ 232,096 $ 320,220 ---------- ---------- ---------- ---------- Weighted average number of common shares outstanding 2,197,303 2,200,832 Dilutive effect of stock options outstanding after application of treasury stock method 7,333 7,559 ---------- ---------- 2,204,636 2,208,391 Net earnings per common equivalent share, based upon weighted average number of shares outstanding $0.11 $0.15 ---------- ---------- ---------- ---------- 9 TECHNALYSIS CORPORATION SIGNATURES Pursuant to the requirements of the Security Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Technalysis Corporation ---------------------------------------- Registrant Date May 12, 1995 /S/ Victor A. Rocchio ------------------------------ ---------------------------------------- Victor A. Rocchio Chairman & CEO Date May 12, 1995 /S/ Milan L. Elton ------------------------------ ---------------------------------------- Milan L. Elton Vice President, Administration 10