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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1996
Commission file number 0-16182
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VERNITRON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-1962029
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
645 Madison Avenue
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 593-7900
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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 |_|
2,552,195 shares of Common Stock, $.01 par value, were outstanding as of August
6, 1996.
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VERNITRON CORPORATION
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statements of Operations -
Quarter Ended June 30, 1996 and 1995 3
Condensed Consolidated Statements of Operations -
Six Months Ended June 30, 1996 and 1995 4
Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 5
Condensed Consolidated Statements of Cash Flows-
Six Months Ended June 30, 1996 and 1995 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
2
PART 1. FINANCIAL INFORMATION
ITEM I. Financial Statements
VERNITRON CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited, dollars in thousands, except per share data)
Quarter Ended June 30,
---------------------------
1996 1995
----------- -----------
Net Sales $ 26,062 $ 16,854
Cost of sales 19,315 12,210
Selling, general and administrative expenses 4,581 3,497
Amortization of intangible assets 66 52
----------- -----------
Operating income 2,100 1,095
Interest expense 877 541
Other (income) expense (14) 7
----------- -----------
Income before taxes and extraordinary item 1,237 547
Charge in lieu of taxes 508 214
----------- -----------
Income before extraordinary item 729 333
Extraordinary loss on early extinguishment
of debt, net of tax benefit (173) --
----------- -----------
Net income 556 333
Preferred stock dividends 221 137
----------- -----------
Net income applicable to common shareholders $ 335 $ 196
=========== ===========
Earnings per Share:
Earnings before extraordinary charge $ 0.18 $ 0.08
Extraordinary charge (0.06) --
----------- -----------
$ 0.12 $ 0.08
=========== ===========
Weighted average common shares outstanding 2,701,158 2,507,602
=========== ===========
See notes to condensed consolidated financial statements.
3
VERNITRON CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited, dollars in thousands, except per share data)
Six Months Ended June 30,
---------------------------
1996 1995
----------- -----------
Net Sales $ 43,093 $ 33,750
Cost of sales 31,918 24,424
Selling, general and administrative expenses 7,846 7,125
Amortization of intangible assets 118 104
----------- -----------
Operating income 3,211 2,097
Interest expense 1,321 1,037
Other (income) expense (21) 15
----------- -----------
Income before taxes and extraordinary item 1,911 1,045
Charge in lieu of taxes 792 408
----------- -----------
Income before extraordinary item 1,119 637
Extraordinary loss on early extinguishment
of debt, net of tax benefit (173) --
----------- -----------
Net income 946 637
Preferred stock dividends 405 258
----------- -----------
Net income applicable to common shareholders $ 541 $ 379
=========== ===========
Earnings per Share:
Earnings before extraordinary charge $ 0.28 $ 0.15
Extraordinary charge (0.07) --
----------- -----------
$ 0.21 $ 0.15
=========== ===========
Weighted average common shares outstanding 2,615,102 2,507,602
=========== ===========
See notes to condensed consolidated financial statements.
4
VERNITRON CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in thousands)
June 30, December 31,
1996 1995
------- -------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ 91
Accounts receivable - net 14,607 8,525
Inventories - net 27,362 16,544
Other current assets 694 651
------- -------
TOTAL CURRENT ASSETS 42,663 25,811
PROPERTY, PLANT AND EQUIPMENT - net 17,170 7,603
EXCESS OF COST OVER NET ASSETS ACQUIRED - net 9,835 6,624
OTHER ASSETS 2,265 447
------- -------
TOTAL ASSETS $71,933 $40,485
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,869 $ 5,315
Accrued expenses and other liabilities 8,693 5,696
Current portion of long-term debt and capital lease obligations 3,715 466
------- -------
TOTAL CURRENT LIABILITIES 21,277 11,477
LONG-TERM DEBT & CAPITAL LEASES, less current portion 31,127 11,047
OTHER LONG-TERM LIABILITIES 2,593 2,697
DEFERRED INCOME 453 519
SHAREHOLDERS' EQUITY:
Preferred Stock, issued and outstanding 738,584
shares in 1996 and 781,642 shares in 1995 7 8
Common Stock, issued and outstanding 12,758,737
shares in 1996 and 12,604,107 shares in 1995 128 126
Capital in Excess of Par 15,491 14,611
Retained Earnings 857 --
------- -------
TOTAL SHAREHOLDERS' EQUITY 16,483 14,745
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $71,933 $40,485
======= =======
See notes to condensed consolidated financial statements.
5
VERNITRON CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited, dollars in thousands)
Six Months Ended June 30,
--------------------
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 946 637
Adjustments to reconcile net income to cash
used in operating activities:
Extraordinary loss, net 173 --
Realization of net operating loss carryforward 653 376
Depreciation and amortization 1,256 780
Increase in current assets, other than cash (2,085) (1,585)
Decrease in current liabilities (1,350) (1,436)
Other - net (174) (729)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (581) (1,957)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (639) (437)
Acquisition of business, net of cash acquired (Note 2) (4,835) --
Proceeds from sale of assets -- 1,495
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (5,474) 1,058
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 54,061 18,712
Repayment of borrowings (47,677) (17,756)
Redemption of preferred stock odd lot shares (420) --
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,964 956
-------- --------
NET INCREASE (DECREASE) IN CASH (91) 57
CASH AT BEGINNING OF PERIOD 91 27
-------- --------
CASH AT END OF PERIOD $ -- $ 84
======== ========
See notes to condensed consolidated financial statements.
6
VERNITRON CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include
Vernitron Corporation and its subsidiaries (the "Company"). These financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the 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 generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of normal
recurring accruals) have been included. Operating results for the quarter and
six months ended June 30, 1996 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1996. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995
and the Company's Current Reports on Form 8-K (see Item 6 (b) of this Form
10-Q).
Certain reclassifications have been made to previously reported financial
statements to conform to current classifications.
Earnings per share data for the periods were computed by dividing net income
applicable to common shareholders by the weighted average number of shares of
common stock outstanding during such periods. The calculation of weighted
average number of shares assumes the conversion of those common stock
equivalents which have a dilutive effect on earnings for the period presented.
Common stock equivalents consist of warrants issued in connection with the
Company's new credit facility (see Note 3) and employee stock options.
Note 2 - Supplemental Cash Flow Information
Six Months Ended June 30,
----------------------------------
1996 1995
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Cash paid for:
Interest $ 669 $ 1,024
=========== ===========
Income Taxes $ 373 $ 51
=========== ===========
Non-cash investing and financing acitivities:
Equipment acquired under capital leases $ 464 $ --
=========== ===========
Note 3 - Acquisition of Precision Aerotech, Inc.
On April 25, 1996, the Company completed its previously announced acquisition of
Precision Aerotech, Inc. ("PAI"). Pursuant to the Agreement and Plan of Merger
dated February 16, 1996, each outstanding share of common stock of PAI was
canceled and converted into the right to receive $5.00 per share in cash. Based
on 789,208 shares of PAI Common Stock outstanding immediately prior to the
acquisition, the aggregate consideration paid therefor was $3.9 million. In
addition, the Company repaid $12 million of borrowings under PAI term loans.
Precision Aerotech designs, manufactures and markets laser scanners, precision
metal optics, high performance air bearings and precision machined parts sold
predominantly in commercial markets.
In order to obtain the funds necessary to finance the acquisition, to refinance
PAI's and the Company's existing debt and pay the related fees and expenses of
the transaction, Vernitron entered into a Credit Agreement, dated April 25,
1996, between the Company, the various banks named therein and Banque Paribas,
as agent, providing for borrowings under a $36 million senior secured credit
facility. The credit facility is comprised of (i) a term loan in the principal
amount of $14 million maturing in four years, (ii) a term loan in the principal
amount of $12 million maturing in six years and (iii) a revolving credit line in
an
7
VERNITRON CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands)
aggregate principal amount of up to the lesser of $10 million or the borrowing
base in effect from time to time, maturing in four years.
In connection with the acquisition and financing and before giving effect to the
one-for-five reverse stock split (see Note 6), the Company granted to Banque
Paribas a warrant (the "Banque Paribas Warrant") to acquire up to 666,312 shares
of Common Stock at an exercise price of $.01 per share and a warrant to an
affiliate of Banque Paribas, Paribas Principal, Inc., (the "Paribas Principal
Warrant"), to acquire up to 776,388 shares of Common Stock at an exercise price
of $1.25 per share. In connection therewith, the parties entered into a Warrant
Purchase Agreement containing customary terms and conditions. The Company also
authorized the granting to an affiliate of Donaldson, Lufkin & Jenrette
Securities Corporation of a warrant (the "Donaldson Lufkin Jenrette Warrant") to
acquire up to 100,000 shares of Common Stock at an exercise price of $1.25 per
share. Adjusted to give effect to the reverse stock split, the Banque Paribas
Warrant entitles the holder thereof to acquire up to 133,263 shares of at an
exercise price of $.05 per share, the Paribas Principal Warrant entitles the
holder thereof to acquire up to 155,278 shares at an exercise price of $6.25 per
share and the Donaldson Lufkin & Jenrette Warrant entitles the holders thereof
to acquire up to 20,000 shares at an exercise price of $6.25 per share.
The acquisition has been accounted for under the purchase method of accounting
and, accordingly, the results of operations of PAI have been included in the
accompanying consolidated financial statements since the date of acquisition.
The cost of the acquisition has been allocated on the basis of the estimated
fair market value of the assets acquired and liabilities assumed. This
allocation resulted in an excess of cost over net assets acquired of
approximately $3.3 million, which is being amortized over 35 years. The
allocation of the purchase price is based on analysis and valuations as of the
date of the acquisition, some of which are not yet completed. Accordingly, the
final allocations may be different from the amounts reflected herein. Although
the final allocations may differ, the unaudited condensed consolidated Balance
Sheet as of June 30, 1996 reflects management's best estimate based on currently
available information.
Summarized below are the unaudited pro forma results of operations of the
Company as if PAI had been acquired at the beginning of the periods presented:
Pro Forma
Six Months Ended June 30,
-------------------------
1996 1995
------- -------
Net sales $56,629 $54,071
Income before extraordinary item 862 940
Net income 689 940
Earnings per Share:
Income before extraordinary item .18 .27
Net income .11 .27
The pro forma financial information presented above is not necessarily
indicative of either the results of operations that would have occurred had the
acquisition taken place at the beginning of the periods presented or the future
operating results of the combined companies. Pro forma income before
extraordinary item and net income for the six months ended June 30, 1996 include
certain special charges totaling approximately $450.
8
VERNITRON CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands)
Note 4 - Inventories
Inventories have been determined generally by lower of cost (first-in, first-out
or average) or market. Inventories consist of:
June 30, December 31,
1996 1995
------- -------
Raw materials $ 9,951 $ 7,203
Work-in-process 13,870 5,293
Finished goods 9,880 9,255
------- -------
33,701 21,751
Less reserves 6,339 5,207
------- -------
$27,362 $16,544
======= =======
Note 5 - Other Information
June 30, December 31,
1996 1995
------ ------
Allowance for doubtful accounts $ 448 $ 278
====== ======
Accumulated depreciation and amortization
of property, plant and equipment $6,213 $5,075
====== ======
Accumulated amortization of excess of cost
over net assets acquired $ 952 $ 836
====== ======
Note 6 - Subsequent Events
On July 25, 1996, the Company completed a one-for-five reverse stock split of
its $0.01 par value common stock following approval of the reverse stock split
by the Company's stockholders at the Company's 1996 Annual Meeting of
Stockholders. In conjunction with the split, an amendment has been made to the
Company's Certificate of Incorporation reducing the number of shares of Common
Stock authorized for issuance to 4,000,000. The reverse stock split reduces the
number of shares of common stock outstanding from 12,758,737 to 2,551,747,
subject to increase for the elimination of fractional interests. As of August 6,
based on a preliminary calculation to date of shares of common stock required to
eliminate fractional interests, 2,552,195 shares of common stock were
outstanding. The stated par value of each share was not changed from $0.01. All
earnings per share data presented in this report has been restated to reflect
the reverse stock split.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Dollars in thousands)
Results of Operations
On April 25, 1996, the Company completed its acquisition of PAI. The acquisition
has been accounted for under the purchase method of accounting and, accordingly,
the results of operations of PAI have been included in the Condensed
Consolidated Statements of Operations since the date of acquisition. The sales
of PAI's laser scanner, precision metal optics and high performance air bearing
product lines are included in the Motion Control product group. The sales of the
remaining PAI product line, precision machined parts, comprise the new Precision
Machining product group.
Net sales by product group were as follows:
Quarter Ended June 30, Six Months Ended June 30,
---------------------- -------------------------
1996 1995 1996 1995
-------- -------- -------- --------
Motion Control $ 12,325 $ 6,407 $ 18,100 $ 13,047
Industrial Components 11,189 10,447 22,445 20,703
Precision Machining 2,548 2,548
-------- -------- -------- --------
Net Sales $ 26,062 $ 16,854 $ 43,093 $ 33,750
======== ======== ======== ========
Quarter Ended June 30, 1996 Compared to the Quarter Ended June 31, 1995
Net sales for the second quarter of 1996 increased by $9.2 million or 55%,
compared to the same period in 1995. The acquisition of PAI accounted for $8.2
million of the increase.
The Motion Control group's sales (electromagnetic components and subsystems,
laser scanners, precision metal optics and high performance air bearings)
increased in 1996 by $5.9 million, or 92%, as compared to 1995. The acquisition
of PAI accounted for $5.8 million of the increase. Bookings for the group were
$11.5 million in the second quarter of 1996, an increase of $4.3 million, or
60%, compared to the comparable quarter in 1995. The acquisition of PAI resulted
in an increase in bookings of $5.8 million, while the remaining product lines
within the group had a decrease in bookings of $1.5 million. This decrease is
primarily due to lower European orders for industrial resolvers. The nature of
the Motion Control group's bookings results in an uneven pattern from quarter to
quarter and does not necessarily reflect overall business trends. Backlog at
June 30, 1996, was $39.5 million, compared to $16.1 million at December 31,
1995. Of the $39.5 million backlog at June 30, 1996, $23.7 million relates to
the PAI product lines.
The Industrial Components group's sales (bearings and connectors) increased in
1996 by $.7 million, or 7%, compared to 1995. Sales of bearings were up by 18%,
reflecting increased business with original equipment manufacturers. Industrial
Component's bookings for the quarter were $10.8 million, an increase of $.7
million, or 7%, compared to 1995, primarily as a result of higher bookings in
the bearing product line. Backlog at June 30, 1996 was $11.1 million, compared
to $11.9 at December 31, 1995.
The sales of the Precision Machining group (precision machined parts), acquired
as a result of the acquisition of PAI, were $2.5 million. Bookings were $3.6
million in the second quarter of 1996. Backlog at June 30, 1996 was $15.8
million.
Operating income was $2.1 million in 1996, as compared to $1.1 million in 1995,
representing a $1.0 million increase. This increase was primarily due to the
higher sales volume. Gross margin on sales was $25.9% in 1996, as compared to
27.6% in 1995. This decrease was primarily due to an unfavorable sales mix in
the Motion Control group.
10
Selling, general and administrative expenses increased by $1.1 million in 1996
primarily due to the acquisition of PAI. Selling, general and administrative
expenses as a percentage of sales was 18% in 1996 compared to 21% in 1995.
Interest expense increased by $.3 million in 1996 as a result of higher average
borrowings due to the acquisition of PAI. This was partially offset by the
effect of lower interest rates resulting from a lower prime rate and more
favorable terms under the Company's new credit facility (see Note 3 to the
Condensed Consolidated Financial Statements).
Six Months Ended June 30, 1996 Compared to the Six Months Ended June 30, 1995
Net sales for the first half of 1996 increased by $9.3 million, or 28% compared
to the same period in 1995. The acquisition of PAI accounted for $8.8 million of
the increase.
The Motion Control group's sales (electromagnetic components and sub-systems,
laser scanners, precision metal optics and high performance air bearings)
increased in 1996 by $5.1 million, or 39%, as compared to 1995. The acquisition
of PAI accounted for an increase in sales of $5.8 million. Bookings for the
group were $17.5 million in 1996, an increase of $2.9 million or 20%, compared
to 1995. The acquisition of PAI resulted in an increase in bookings of $5.8
million while the remaining product lines in the group had a decrease in
bookings of $2.9 million This decrease is primarily due to lower European orders
for industrial resolvers. The nature of the Motion Control group's bookings
results in an uneven pattern from quarter to quarter and does not necessarily
reflect overall business trends.
The Industrial Components group's sales (bearings and connectors) increased in
1996 by $1.7 million, or 8%, compared to 1995. Sales of bearings were up by 18%,
reflecting increased business with original equipment manufacturers.
Industrial Component's bookings were $21.6 million, substantially the same as
1995.
The sales of the Precision Machining group (precision machined parts), acquired
as a result of the acquisition of PAI, were $2.5 million.
Operating income was $3.2 million in 1996, as compared to $2.1 million in 1995,
representing a $1.1 million increase. This increase was primarily due to the
higher sales volume. Gross margin on sales was 25.9% in 1996, as compared to
27.6% in 1995. This decrease was primarily due to an unfavorable sales mix in
the Motion Control group.
Selling, general and administrative expenses increased by $.7 million in 1996
primarily due to the acquisition of PAI. Selling, general and administrative
expenses as a percentage of sales decreased to 18% in 1996, compared to 21% in
1995.
Interest expense increased $.2 million in the first half of 1996 as a result of
higher average borrowings due to the acquisition of PAI. This was partially
offset by the effect of lower interest rates resulting from a lower prime rate
and the more favorable terms under the Company's new credit facility (see Note 3
to the Condensed Consolidated Financial Statements).
Liquidity and Capital Resources
Cash used in operations was $.6 million in 1996 as compared to $2.0 million in
1995. This improvement was primarily due to higher cash earnings in the current
year.
Cash used in investing activities was $5.5 million in 1996 as compared to cash
provided of $1.1 million in 1995. During the second quarter of 1996 the Company
acquired PAI (see Note 3 to the Condensed Consolidated Financial Statements).
During the first half of 1995, $1.5 million was generated from the sale of
assets of the Electronics Components business which was discontinued during
1994.
Cash provided by financing activities was $6.0 million in 1996 as compared to
$1.0 million in 1995. The increase is primarily due to the borrowings used to
fund the aforementioned acquisition of PAI.
11
The Company had no material commitments for capital expenditures as of June 30,
1996.
On April 25, 1996, the Company entered into a new $36 million senior secured
credit facility in connection with its acquisition of PAI (see Note 3 to the
Condensed Consolidated Financial Statements). The Company believes this new
credit facility and cash generated from the combined operations will be
sufficient to meet the future capital expenditure and working capital
requirements of the combined companies and required debt amortization under its
new credit facility.
12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit 27 - Financial Data Schedule (for SEC use only).
b) Reports on Form 8-K
During the quarter ended June 30, 1996, the Company filed three reports on
Form 8-K all relating to its acquisition of PAI. The first report dated April
25, 1996 included a press release announcing the Company's consummation of its
acquisition of PAI. The second and third reports dated May 7 and June 13,
provided the information required by Item 2 and Item 7 of Form 8-K,
respectively.
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.
Date: August 12, 1996 VERNITRON CORPORATION
By: /s/ Stephen W. Bershad
--------------------------------------
Stephen W. Bershad
Chief Executive Officer
By: /s/ Raymond F. Kunzmann
--------------------------------------
Raymond F. Kunzmann
Vice President - Finance, Controller
and Chief Financial Officer
13