U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1998 -------------- [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ____________ to ______________ Commission File Number 0-28932 ------- BENTHOS, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) Massachusetts 04-2381876 (State or Other Jurisdiction of (I.R.S. Employer Corporation or Organization) Identification No.) 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (Addresses of Principal Executive Offices) (Zip Code) (508) 563-1000 Issuer's Telephone Number Including Area Code Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ---- State the number of shares outstanding of each of the issuer's classes of Common equity as of the latest practicable date: Common Stock par value $.0667 1,321,240 (Class) (Outstanding stock at May 6, 1998) Traditional Small Business Disclosure Format (check one): Yes X No ----- ---- 2 BENTHOS, INC. AND SUBSIDIARY FORM 10-QSB FOR THE THIRTEEN WEEKS AND TWENTY-SIX WEEKS ENDED MARCH 31, 1998 INDEX PAGE NO. Face Sheet 1 Index 2 PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets (unaudited) 3 March 31, 1998 and September 30, 1997 Condensed Consolidated Statements of Earnings (unaudited) 4 Thirteen Weeks Ended March 31, 1998 and March 31, 1997 Condensed Consolidated Statements of Earnings (unaudited) 5 Twenty-Six Weeks Ended March 31, 1998 and March 31, 1997 Condensed Consolidated Statements of Cash Flow (unaudited) 6 Twenty-Six Weeks Ended March 31, 1998 and March 31, 1997 Notes to Financial Statements 7-8 Item 2. Management's Discussion and Analysis 9-12 of Financial Condition and Results of Operations PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signature 13 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Benthos, Inc. and Subsidiary Condensed Consolidated Balance Sheets (in thousands, except per share amounts) (unaudited) Assets March 31, 1998 September 30, 1997 Current Assets: Cash and Cash Equivalents $ 3,077 $ 2,663 Accounts Receivable, Net 1,620 2,170 Inventories 2,310 2,063 Prepaid Expenses 368 469 Deferred Tax Asset 516 516 ------- ------- Total Current Assets 7,891 7,881 Property, Plant and Equipment, Net 1,871 1,961 Other Assets 283 234 ------- ------- $10,045 $10,076 ======= ======= Liabilities and Stockholders' Investment Current Liabilities: Current Maturities of Long-term Debt $ 71 $ 34 Accounts Payable 563 314 Accrued Expenses 878 1,373 Customer Deposits 263 141 ------- ------- Total Current Liabilities 1,775 1,862 Long-term Debt, Net of Current Maturities 423 791 Stockholders' Investment: Common Stock, $.0667 par value- Authorized 7,500 shares Issued 1,612 shares at March 31, 1998 and 1,586 at September 30, 1997 108 106 Capital in excess of par value 1,319 1,270 Retained Earnings 7,197 6,894 Treasury Stock, at Cost (777) (847) ------- ------- Total Stockholders' Investment 7,847 7,423 ------- ------- $10,045 $10,076 ======= ======= See accompanying notes to Condensed Consolidated Financial Statements. 4 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Earnings (in thousands, except per share amounts) (unaudited) Thirteen Weeks Ended March 31, 1998 March 31, 1997 Net Sales $3,517 $4,237 Cost of Sales 1,895 1,996 ------ ------ Gross Profit 1,622 2,241 Selling, General & Administrative Expenses 1,141 1,140 Research and Development Expenses 318 361 ------ ------ Income from Operations 163 740 Interest Income 35 3 Interest Expense (15) (20) ------ ------ Income before Provision for Income Taxes 183 723 Provision for Income Taxes 70 291 ------ ------ Net Income $ 113 $ 432 ====== ====== Basic Earnings Per Share $0.09 $0.35 ====== ====== Diluted Earnings Per Share $0.08 $0.32 ====== ====== Common Shares Outstanding 1,315 1,231 Common Shares Outstanding, Assuming Dilution 1,397 1,360 See accompanying notes to Condensed Consolidated Financial Statements 5 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Earnings (in thousands, except per share amounts) (unaudited) Twenty-Six Weeks Ended March 31, 1998 March 31, 1997 Net Sales $6,637 $8,917 Cost of Sales 3,177 4,152 ------ ------ Gross Profit 3,460 4,765 Selling, General & Administrative Expenses 2,382 2,481 Research and Development Expenses 630 603 ------ ------ Income from Operations 448 1,681 Interest Income 73 9 Interest Expense (30) (39) ------ ------ Income before Provision for Income Taxes 491 1,651 Provision for Income Taxes 188 665 ------ ------ Net Income $ 303 $ 986 ====== ====== Basic Earnings Per Share $0.23 $0.81 ====== ====== Diluted Earnings Per Share $0.22 $0.72 ====== ====== Common Shares Outstanding 1,304 1,220 Common Shares Outstanding, Assuming Dilution 1,395 1,371 See accompanying notes to Condensed Consolidated Financial Statements. 6 Benthos, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flow (in thousands) (unaudited) Twenty-Six Weeks Ended March 31, 1998 March 31, 1997 Cash Flows From Operating Activities: Net Income $ 303 $ 986 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 373 477 Changes in Assets and Liabilities: Accounts Receivable 550 (506) Inventories (247) 555 Prepaid Expenses 101 (284) Accounts Payable & Accrued Expenses (246) (533) Customer Deposits 122 (85) ------ ------ Net Cash Provided by Operating Activities 956 610 Cash Flows from Investing Activities: Purchases of Property, Plant & Equipment (130) (304) Increase in Other Assets (81) (96) ------ ------ Net Cash Used in Investing Activities (211) (400) Cash Flows From Financing Activities: Payments on long-term debt, net (331) (15) ------ ------ Net Increase in Cash and Cash Equivalents 414 195 Cash and Cash Equivalents, Beginning of Period 2,663 751 ------ ------ Cash and Cash Equivalents, End of Period $3,077 $ 946 ====== ====== Supplemental Disclosure of Cash Flow Information: Interest Paid $ 15 $ 20 ====== ====== Income Taxes Paid $ 20 $1,555 ====== ====== See accompanying notes to Condensed Consolidated Financial Statements 7 Benthos, Inc. Notes to Financial Statements 1. Fiscal Periods The fiscal year of Benthos, Inc. (the Company) ends on September 30 each year. Interim quarters are comprised of 13 weeks unless otherwise noted and end on the Sunday closest to December 31, March 31, and June 30. All references in the unaudited condensed consolidated financial statements to fiscal periods ended on December 31, March 31, or June 30 mean the interim quarters referred to above. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended September 30, 1997, included in the Company's previously filed Form 10-KSB. The accompanying condensed consolidated financial statements reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year. 3. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following: March 31,1998 September 30, 1997 (in thousands) Raw Materials $ 92 $ 90 Work-in-Process 2,208 1,928 Finished Goods 10 45 ------ ------ $2,310 $2,063 ====== ====== 4. Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings Per Share" which revises the calculation and presentation provisions of Accounting Principles Board Opinion 15 ("APB 15") and related interpretations. Statement No. 128 has been adopted in the accompanying financial statements with retroactive application. Basic earnings per share excludes dilution and is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earning per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding. Common stock options, which are common stock equivalents, have a dilutive effect on earnings per share in all periods and are therefore included in the computation of diluted earnings per share. Diluted earnings per share in the accompanying statements of operations is identical to the primary earnings per share previously presented in accordance with APB 15. The Company has stock options for 24,000 shares of common stock at an average exercise price of $17.54 in the thirteen and twenty-six week periods ended March 31, 1998 and 15,000 shares at $14.25 in the thirteen week period ended March 31, 1998, which have not been included in basic or diluted earnings per share as they are antidilutive. 8 Calculations of basic and diluted net income per common share and potential common share are as follows: (in thousands, except per share amounts) Thirteen Weeks Ended March 31, Twenty-Six Weeks Ended March 31, 1998 1997 1998 1997 Net income $ 113 $ 432 $ 303 $ 986 ====== ====== ====== ====== Weighted average common shares outstanding 1,315 1,231 1,304 1,220 Potential common shares pursuant to stock options 82 129 91 151 ------ ------ ------ ------ Diluted weighted average shares 1,397 1,360 1,395 1,371 ------ ------ ------ ------ Basic net income per common share $ .09 $ .35 $ .23 $ .81 ====== ====== ====== ====== Diluted net income per share and potential common share $ .08 $ .32 $ .22 $ .72 ====== ====== ====== ====== 9 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands) Results of Operations -- Second quarter of fiscal year 1998 compared with second quarter of fiscal year 1997. The following table presents, for the periods indicated, the percentage relationship of Condensed Consolidated Statements of Earnings items to total sales: Thirteen Weeks Ended March 31, 1998 March 31, 1997 Net Sales 100.0% 100.0% Cost of Sales 53.9% 47.1% ----- ----- Gross Profit 46.1% 52.9% Selling, General & Administrative Expenses 32.5% 26.9% Research and Development Expenses 9.0% 8.5% ----- ----- Income from Operations 4.6% 17.5% Interest Income/(Expense), Net .6% (.4%) ----- ----- Income Before Provision for Income Taxes 5.2% 17.1% Provision for Income Taxes 2.0% 6.9% ----- ----- Net Income 3.2% 10.2% ===== ===== Sales. Net sales decreased by 17.0% in the second quarter of fiscal year 1998 to $3,517 as compared to $4,237 in the second quarter of fiscal year 1997. Sales of the Container Inspection Systems Division decreased by 7.4% to $1,330 in the second quarter of fiscal year 1998 as compared to $1,437 in the second quarter of fiscal year 1997. The decrease resulted largely from a decrease in product orders. Sales of the Undersea Systems Division decreased by 21.9% to $2,187 in the second quarter of fiscal year 1998 as compared to $2,800 in the second quarter of fiscal year 1997. The decrease resulted mainly from lower sales of hydrophones in the second quarter of fiscal year 1998 as compared to the second quarter of fiscal year 1997 related to the transitioning to a new hydrophone product and reduced sales of Acoustic Releases and Remotely Operated Vehicles related to large project orders. Gross Profit. Gross Profit decreased by 27.6% to $1,622 for the second quarter of fiscal year 1998 as compared to $2,241 for the second quarter of fiscal year 1997. As a percentage of sales, gross profit was 46.1% in the second quarter of fiscal year 1998 as compared to 52.9% in the second quarter of fiscal year 1997. The decrease in gross profit percentage is attributed primarily to lower overall sales volume as well as start-up costs related to the new hydrophone product. 10 Selling, General and Administrative Expenses. Selling, general and administrative expenses remained essentially flat at $1,141 for the second quarter of fiscal year 1998 as compared to $1,140 in the second quarter of fiscal year 1997. As a percentage of sales, selling, general and administrative expenses increased to 32.5% in the second quarter of fiscal year 1998 as compared to 26.9% for the second quarter of fiscal year 1997. This increase in percentage of sales is primarily a result of a reduced level of sales in the second quarter of fiscal year 1998. Research and Development Expenses. Research and development expenses decreased 11.9% to $318 for the second quarter of fiscal year 1998 as compared to $361 in the second quarter of fiscal year 1997. As a percentage of sales, research and development expenses increased to 9.0% of sales in the second quarter of fiscal year 1998 from 8.5% in the second quarter of fiscal year 1997. The overall level of expenditures is due to investments in new product development and is consistent with the Company's current operational plans. Interest Income. Interest income increased to $35 in the second quarter of fiscal year 1998 as compared to $3 in the second quarter of fiscal year 1997. The increase in interest income was a result of higher invested cash balances. Provision for Income Taxes. The provision for income taxes decreased to $70 in the second quarter of fiscal year 1998 as compared to $291 in the second quarter of fiscal year 1997. The effective tax rate used in the second quarter of fiscal year 1998 was 38.3% as compared to the rate of 40.3% used in the second quarter of fiscal year 1997. The rate used in the second quarter of fiscal year 1998 is the same rate as was applied to the full year of fiscal 1997 and is lower than the statutory rate due to the benefit from the Company's Foreign Sales Corporation. Results of Operations. First half of fiscal year 1998 compared to first half of fiscal year 1997. The following table presents, for the periods indicated, the percentage relationship of Condensed Consolidated Statements of Earnings items to total sales: Twenty-Six Weeks Ended March 31, 1998 March 31, 1997 Net Sales 100.0% 100.0% Cost of Sales 47.9% 46.6% ----- ----- Gross Profit 52.1% 53.4% Selling, General & Administrative Expenses 35.9% 27.8% Research and Development Expenses 9.5% 6.8% ----- ----- Income from Operations 6.7% 18.8% Interest Income/(Expense), net .7% (.3%) ----- ----- Income Before Provision For Income Taxes 7.4% 18.5% Provision for Income Taxes 2.8% 7.5% ----- ----- Net Income 4.6% 11.0% ===== ===== 11 Sales. Net sales decreased by 25.6% in the first half of fiscal year 1998 to $6,637 as compared to $8,917 in the first half of fiscal year 1997. Sales of the Container Inspection Systems Division decreased by 11.3% to $2,971 in the first half of fiscal year 1998 as compared to $3,350 in the first half of fiscal year 1997. The decrease resulted largely from the timing of project orders. Sales of the Undersea Systems Division decreased by 34.2% to $3,666 in the first half of fiscal year 1998 as compared to $5,567 in the first half of fiscal year 1997. The decrease resulted mainly from lower sales of hydrophones in the first half of fiscal year 1998 as compared to the first half of fiscal year 1997 related to the transitioning to a new hydrophone product. Gross profit. Gross profit decreased by 27.4% to $3,460 for the first half of fiscal year 1998 as compared to $4,765 for the first half of fiscal year 1997. As a percentage of sales, gross profit was 52.1% in the first half of fiscal year 1998 as compared to 53.4% in the first half of fiscal year 1997. The decrease in gross profit percentage is attributed primarily to lower sales volume as well as start-up costs for the new hydrophone product. Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by 4.0% to $2,382 for the first half of fiscal year 1998 as compared to $2,481 in the first half of fiscal year 1997. As a percentage of sales, selling, general and administrative expenses increased to 35.9% in the first half of fiscal year 1998 as compared to 27.8% for the first half of fiscal year 1997. This increase in percentage of sales is primarily a result of a reduced level of sales in the first half of fiscal year 1998. Research and Development Expenses. Research and development expenses increased 4.5% to $630 for the first half of fiscal year 1998 as compared to $603 in the first half of fiscal year 1997. As a percentage of sales, research and development expenses increased to 9.5% of sales in the first half of fiscal year 1998 from 6.8% in the first half of fiscal year 1997. The increase in the overall level of expenditures is due to investments in new product development and is consistent with the Company's current operational plans. Interest Income. Interest income increased to $73 in the first half of fiscal year 1998 as compared to $9 in the first half of fiscal year 1997. The increase in interest income was a result of higher invested cash balances. Provision for Income Taxes. The provision for income taxes decreased to $188 in the first half of fiscal year 1998 as compared to $665 in the first half of fiscal year 1997. The effective tax rate used in the first half of fiscal year 1998 was 38.3% as compared to the rate of 40.3% used in the first half of fiscal year 1997. The rate used in the first half of fiscal year 1998 is the same rate as was applied to the full year of fiscal 1997 and is lower than the statutory rate due to the benefit from the Company's Foreign Sales Corporation. Liquidity and Capital Resources. The Company's cash and cash equivalents increased $414 from September 30, 1997 to March 31, 1998. This increase resulted primarily from cash generated from operations of $956. Accounts receivable decreased $550 resulting from improved collections and lower sales volume and inventories increased by $247 to support future sales. Net cash used in financing activities was $331 resulting from payments on the Company's long term debt. The Company believes it is well positioned to finance future working capital requirements and capital expenditures during the next twelve months through cash on hand, current earnings and available credit facilities. 12 Year 2000 Issues. The Year 2000 issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date change occurs, many date sensitive systems will recognize the Year 2000 as 1900, or not at all. This inability to recognize or properly treat the Year 2000 may cause systems to process critical financial and operational information incorrectly. The Company utilizes software and related technologies throughout its business that will be affected by the date change in the Year 2000. An internal study is currently underway to determine the full scope and related costs to insure that the Company's systems continue to meet its internal needs and those of its customers. The Company began incurring expenses in 1997 to resolve this issue. All expenditures will be expensed as incurred and they are not expected to have a significant impact on the Company's ongoing results of operations. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The statements in this Quarterly Report on Form 10-QSB and in oral statements which may be made by representatives of the Company relating to plans, strategies, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors which include: the timing of large project orders, competitive factors, shifts in customer demand, government spending, economic cycles, availability of financing as well as the factors described in this report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as anticipated, believed, estimated, expected or intended. 13 PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits set forth in the Exhibit Index on the following page are filed herewith as a part of this report. (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BENTHOS, INC By /s/ Francis E. Dunne, Jr. Francis E. Dunne, Jr Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) DATE: May 12, 1998 EXHIBIT INDEX Exhibit 3.1 Restated Articles of Organization (1) 3.2 Articles of Amendment dated April 28, 1997 (2) 3.3 Articles of Amendment dated April 20, 1998 3.4 By-Laws (1) 3.5 By-Law Amendments adopted January 23, 1998 (4) 4.1 Common Stock Certificate (1) 10.1 Employment Contract with Samuel O. Raymond (1) 10.2 Amendment to Employment Contract with Samuel O. Raymond (2) 10.3 Employment Contract with John L. Coughlin (1) 10.4 Employee Stock Ownership Plan (1) 10.5 First Amendment to Employee Stock Ownership Plan (2) 10.6 401(k) Retirement Plan (1) 10.7 First Amendment to 401(k) Retirement Plan (2) 10.8 Second Amendment to 401(k) Retirement Plan (2) 10.9 Third Amendment to 401(k) Retirement Plan (3) 10.10 Supplemental Executive Retirement Plan (1) 10.11 1990 Stock Option Plan (1) 10.12 Stock Option Plan for Non-Employee Directors (1) 10.13 1998 Non-Employee Directors' Stock Option Plan (4) 10.14 License Agreement between the Company and The Penn State Research Foundation dated December 13, 1993 (1) 10.15 Technical Consultancy Agreement between the Company and William D. McElroy dated July 12, 1994 (1) 10.16 Technical Consultancy Agreement between the Company and William D. McElroy dated October 1, 1996 (3) Exhibit 10.17 General Release and Settlement Agreement between the Company and Lawrence W. Gray dated February 8, 1996 (1) 10.18 Line of Credit Loan Agreement between the Company and Cape Cod Bank and Trust Company dated September 24, 1990, as amended (1) 10.19 Commercial Mortgage Loan Extension and Modification Agreement between the Company and Cape Cod Bank and Trust Company, dated July 6, 1994 (1) 10.20 License Agreement between the Company and Optikos Corporation dated July 29, 1997 (3) 21 Subsidiaries of the Registrant (1) 27 Financial Data Schedule 27.1 Restated Financial Data Schedule (1) Previously filed as an exhibit to Registrant's Registration Statement on Form 10-SB filed with the Commission on December 17, 1996 (File No. O-28932) and incorporated herein by this reference. (2) Previously filed as an exhibit to Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended March 30, 1997 (File No. O- 28932) and incorporated herein by this reference. (3) Previously filed as an exhibit to Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended June 29, 1997 (File No. O-28932) and incorporated hereby by this reference. (4) Previously filed as exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarterly period ended December 31, 1997 (File No. O-28932) and incorporated herein by this reference.