1 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 June 30, 1998 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) (612) 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 August 12,1998: 4,468,772 -------------------- 1 2 INDEX BALLISTIC RECOVERY SYSTEMS, INC. PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements (Unaudited). Page ---- Balance sheets as of June 30, 1998 and September 30, 1997. 3 Statements of operations for the three months and nine months ended June 30, 1998 and 1997. 4 Statements of cash flow for the nine months ended June 30, 1998 and 1997. 5 Notes to financial statements at June 30, 1998. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 10 PART II. OTHER INFORMATION - -------------------------- Item 1. Legal Proceedings 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 - ---------- 2 3 PART I FINANCIAL INFORMATION - Item I. Financial Statements BALLISTIC RECOVERY SYSTEMS, INC. BALANCE SHEETS (UNAUDITED) June 30, September 30, ASSETS 1998 1997 ---- ---- Current assets: Cash $ 19,887 $ 119,197 Accounts receivable - net of allowance for doubtful accounts of $12,500 and $12,500, respectively 252,269 210,006 Inventories 286,380 266,484 Deferred tax asset - current portion 138,000 138,000 Prepaid expenses 5,458 2,984 ---------- ---------- Total current assets 701,994 736,671 ---------- ---------- Furniture, fixtures and leasehold improvements 154,282 147,473 Less accumulated depreciation (75,003) (60,184) ---------- ---------- Furniture, fixtures and leasehold improvements - net 79,279 87,289 ---------- ---------- Other assets: Patents less accumulated amortization of $7,753 and $7,238, respectively 3,911 4,426 Deferred tax asset - long-term portion 62,000 62,000 Other intangible assets 21,644 --- Covenant not to compete less accumulated amortization of $101,183 and $72,726, respectively 278,255 306,712 ---------- ---------- Total other assets 365,810 373,138 ---------- ---------- Total assets $1,147,083 $1,197,098 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 88,378 $ 51,961 Customer deposits 148,669 95,401 Accrued payroll 32,457 31,031 Other accrued liabilities 66,333 141,744 Current portion of bank note 12,850 12,219 Current portion of covenant not to compete 22,950 30,806 ---------- ---------- Current liabilities 371,637 363,162 ---------- ---------- Long-term bank note and covenant, less current portions 265,609 289,639 ---------- ---------- Shareholders' equity: Common stock ($.01 par value; 10,000,000 shares authorized; 4,468,772 issued and outstanding) 44,688 44,688 Additional paid-in capital 2,625,639 2,625,639 Accumulated deficit (2,160,490) (2,126,030) ---------- ---------- Total shareholders' equity 509,837 544,297 ---------- ---------- Total liabilities and shareholders' equity $1,147,083 $1,197,098 ========== ========== See Notes to Financial Statements. 3 4 BALLISTIC RECOVERY SYSTEMS, INC. STATEMENTS OF OPERATIONS For the Three Months and Nine Months Ended June 30, 1998 and 1997 (UNAUDITED) Three Months Ended Nine Months Ended June 30, June 30, 1998 1997 1998 1997 ---- ---- ---- ---- Sales $377,135 $577,843 $1,065,957 $1,422,005 Cost of sales 259,407 376,074 739,310 929,323 --------- --------- ---------- ---------- Gross profit 117,728 201,769 326,647 492,682 Selling, general and administrative 109,499 99,967 331,369 299,553 Research and development (14,365) (8,147) (32,728) (10,299) --------- --------- ---------- ---------- Income from operations 22,594 109,949 28,006 203,428 Other income (expense): Interest expense (11,551) (11,195) (34,008) (34,037) Covenant amortization (9,486) (9,486) (28,458) (28,458) Other income (expense) --- --- --- (13,169) --------- --------- ---------- ---------- Net income (loss) $1,557 $89,268 ($34,460) $127,764 ========= ========= ========== ========== Primary earnings per share $0.00 $0.01 ($0.01) $0.03 ========= ========= ========== ========== Weighted average number of shares outstanding 4,895,332 6,379,492 4,895,332 5,042,576 ========= ========= ========== ========== Fully diluted earnings per share $0.00 $0.01 ($0.01) $0.02 ========= ========= ========== ========== Weighted average number of shares outstanding 5,006,007 6,379,492 5,006,007 5,582,692 ========= ========= ========== ========== See Notes to Financial Statements. 4 5 BALLISTIC RECOVERY SYSTEMS, INC. STATEMENTS OF CASH FLOW Increase (Decrease) in Cash For the Nine Months Ended June 30, 1998 and 1997 (UNAUDITED) 1998 1997 ---- ---- Cash flow from operating activity: Net income ($ 34,460) $127,764 Adjustments to reconcile net income to net cash from operating activity: Depreciation and amortization 15,334 13,822 Amortization of covenant not to compete 28,457 28,458 Inventory valuation reserve 9,000 29,000 (Increase) decrease in: Accounts receivable (42,263) (107,751) Inventories (28,896) (25,376) Prepaid expenses (2,474) (7,600) Increase (decrease) in: Accounts payable 36,417 (999) Accrued expenses (20,717) (50,148) -------- -------- Net cash from operating activities (39,602) 7,170 -------- -------- Cash flow from investing activities: Increase in intangible assets (21,644) --- Capital expenditures (6,809) (77,957) -------- -------- Net cash from investing activities (28,453) (77,957) -------- -------- Cash flow from financing activities: Net borrowing under line-of-credit agreement --- (25,000) Proceeds from bank note --- 70,000 Principal payments on bank note (8,292) (5,863) Principal payments on covenant not to compete (22,963) (36,521) -------- -------- Net cash from financing activities (31,255) 2,616 -------- -------- Increase (decrease) in cash (99,310) (68,171) Cash - beginning of year 119,197 117,343 -------- -------- Cash - end of period $ 19,887 $ 49,172 ======== ======== See Notes to Financial Statements. 5 6 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 1998 (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 and nine month periods ended June 30,1998 are not necessarily indicative of the results that may be expected for the year ended September 30, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's summary annual report for the year ended September 30, 1997. B. INVENTORIES The components of inventory consist of the following: 06/30/98 09/30/97 -------- -------- Raw materials $172,542 $160,555 Work in process 58,716 54,637 Finished goods 55,122 51,292 -------- -------- Total inventories $286,380 $266,484 ======== ======== 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. RESEARCH AND DEVELOPMENT FUNDING AND INCOME RECOGNITION The Company is currently working under an agreement to receive research and development funding from a privately held company that is developing a four-place composite, certified aircraft. If successfully certified, this aircraft will be the first FAA certified aircraft to offer one of the Company's recovery systems as standard equipment. Although not guaranteed, certification and production of this aircraft is expected to begin during the Company's fiscal year 1998. 6 7 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 1998 (UNAUDITED) E. RESEARCH AND DEVELOPMENT FUNDING AND INCOME RECOGNITION (Continued) The Company will retain the developed technology for the parachute systems in general and the outside company will retain the developed technology that is specific to their individual aircraft. In order to retain the developed technology, the Company has offered the outside company a discount on future purchases of completed systems which will total 110% of the advanced amount. The Company did not establish a liability for the offset to expense to date under this projects due to the uncertainty of the future of the project and the future viability of the products to be developed. Any future purchase discounts that will be earned upon completion of the project will be offset against any future sales made to that company. The Company expects to be able to utilize the developed technology for applications on a wide range of aircraft. The future applications will depend on a complete review of market conditions, product acceptance and available funding. F. SMALL BUSINESS INNOVATION RESEARCH GRANT (SBIR) On March 8, 1996, the Company signed a follow -on Phase II contract under the Small Business Innovation Research grant program (SBIR) through NASA for use in the research of low-cost, lightweight aircraft emergency recovery systems. The Phase II contract follows a Phase I award in 1995. The Company has used the grant to expand its research in the area of lightweight fabrics and components for use in recovery systems. The total contract award was for a firm fixed price grant of $581,875 for an extended period not to exceed 30 months. G. ADDITIONAL CONTRACT RESEARCH AND DEVELOPMENT In June 1996, the Company received a purchase order from a defense subcontractor for the development of a parachute recovery system for an unmanned aircraft that is being developed for possible military use. The purchase order, with revisions, is for a total of $151,000 and covers approximately 22 months. The purchase order calls for development funding for the recovery system as well as the delivery of completed recovery systems. No assurances can be made as to the success of the development project or if its completion will lead to future revenues. Also, no assurances can be made that the project will proceed as intended in the purchase order. 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), the Company's sole US competitor, whereby: (1) SCI ceased all business activities, and (2) 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 contains 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% as follows: 7 8 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 1998 (UNAUDITED) H. COVENANT NOT TO COMPETE (Continued) Future Present Dollars Dollars ------- ------- Cash at signing $ 5,000 $ 5,000 Parachute systems 15,000 15,000 Non-interest bearing four year note 80,000 63,732 4% ten year note: principal 400,000 295,706 interest 84,362 --- -------- -------- $584,362 $379,438 ======== ======== The non interest bearing note called for monthly payments of $1,500 for forty-six months (February 1996 to November 1999). However, the Company negotiated a discount on this note and accelerated payments which were completed in December 1997. This discount represented reductions in principal and interest payments. 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. Future payments under this agreement are as follows: Future Present Dollars Dollars ------- ------- 1998 60,276 30,806 1999 48,436 25,302 2000 48,436 26,176 2001 48,436 29,204 2002 48,436 32,583 Thereafter 91,882 126,170 -------- -------- $345,902 $270,241 ======== ======== 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 vests 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 which 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 8.75% as of June 30, 1998 which computes to a total interest rate of 10.75%. 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. This loan is secured by all of the Company's assets. 8 9 BALLISTIC RECOVERY SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS June 30, 1998 (UNAUDITED) I. LINE OF CREDIT BORROWINGS In February 1998, the Company negotiated a $150,000 line-of-credit for use in operations. The line-of-credit was established on a annual renewal basis and is secured by all of the Company's assets. The latest line-of-credit expires February 28, 1999. The line calls for a variable interest rate of 2% over the bank's index rate. At June 30, 1998, there was no outstanding balance under the line. The Company expects to renew the line each year following the review of its financial results and projections with the bank. The Company's previous line-of-credit was $35,000. J. 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 1997, the Company reduced the valuation allowance to reflect the deferred tax assets utilized in 1997 to reduce current income taxes, approximately $62,000, and to recognize a deferred tax asset of $200,000. The recognized deferred tax asset is based upon expected utilization of the net operating loss 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 $200,000 of deferred tax assets will be realized. The remaining valuation allowance of $798,700 is maintained on deferred tax assets which the Company has not determined to be more likely than not realized at this time. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: Business Overview: The current fiscal year has been one of the most challenging and exciting fiscal years in recent history. The Company has been working diligently over the past several years in an effort to expand its revenue opportunities beyond the existing sport and recreational aircraft markets. The sport and recreational markets have been the main stay of the Company's revenues since the early 1980s, but a review of the financial statements will show these markets have limited revenue possibilities. With relatively low volumes, any downturn in the marketplace has a significant impact on revenues, efficiency and profitability. As the current fiscal year comes to a close, the Company is finalizing two of its long-standing outside research and development projects. The first of which has the most significant short and long-term implications for the Company. This project is for a recovery system that is scheduled to be standard equipment on a new general aviation aircraft that is anticipating certification in the fall of 1998. Since the recovery system will be standard equipment, the Company believes that the introduction of this aircraft on the market will begin to have a positive impact on the Company's revenues and profitability during the next fiscal year. As orders and production of this aircraft expand, the Company will directly benefit from that growth. In addition, the Company anticipated being able to expand its product line to include other general aviation aircraft as the recovery system gains further market acceptance. The second of the outside research and development projects is for a research grant under the SBIR program administered by NASA. Initial development and testing under the grant is scheduled before the end of the current fiscal year. If the initial development and testing continue to show promise, the Company will consider further development and testing beyond the grant period. Sales Sales for the current fiscal year quarter were down by 34.7%. The decrease is a result of soft sales of ultralight aircraft in both the domestic and international markets. The soft sales performance by the manufacturers of aircraft resulted in a direct decrease in Company sales. At the beginning in the current fiscal year quarter, order volumes were beginning to follow trends consistent with those of the prior fiscal year. However, order volumes later slowed and continue to be slow through the beginning of the third fiscal quarter. Sales of ultralights have begun to increase during the Company's third fiscal quarter, but the Company 's product sales lag behind ultralight sales by several months as buyers assemble their aircraft. Sales in the recreational aircraft market for the current fiscal year are expected to be lower than the prior fiscal year as a result of the downturn in order volumes during the first three quarters of fiscal year 1998. Order flows, and therefore production, for the remainder of the year are expected to continue at levels consistent with those of fiscal year 1997. As an offset to the lower revenues in the recreational market, it is possible that the Company may receive orders and produce units in the general aviation market for the new to-be-certified four-place composite aircraft which is currently under development. Volume projections and timing of those volumes is uncertain at this time. There can be no assurances that this aircraft will actually receive certification during the Company's fiscal year 1998 or at any future time, nor that its volumes, if certified, will have a material effect on the Company. Gross Margin The gross margin for the current fiscal year quarter was down 3.7% from the prior fiscal year. One factor was a continuing increase in component costs for the Company's products. The Company's product components are primarily made of nylon and aluminum which have both seen substantial increases in raw material costs to the Company's vendors. Manufacturing overhead was consistent with that of the prior year quarter, but due to the lower sales volume, it resulted in a higher percentage of sales. In addition, the sales mix for the current quarter, as well as the previous current fiscal year quarters, was weighted heavier towards the lower-gross-margin smaller units produced by the Company. The mix of sales is historically inconsistent between quarters, but no assurances can be made that the mix will change and result in a higher average gross margin by the end of the current fiscal year. 10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED): Operating Expenses: Selling, general and administrative costs were higher in the current fiscal year quarter as compared to the prior fiscal year as a result of expanded trade show and international travel expenditures. These expenditures are part of the Company's plans to expand the sport and recreational market sales while looking for new markets and revenue sources. In addition, further expenditures have been made in support of the current research and development contracts as the Company's management became actively involved in managing and overseeing the final stages of development and testing. Research and development costs for both fiscal years have been offset by funding received from outside sources. All of the outside research and development projects underway at the end of fiscal year 1997 are expected to be completed during the Company's fiscal year 1998. 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. 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. 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. Current contract research and development projects are expected to be completed during the Company's fiscal year 1998. 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. 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 currently under development. However, it is currently the intention of the Company to fund the expenditures through current operations as well as revenues generated by those units. In addition, the cash flow needed for current debt service was reduced by the end of the first quarter of fiscal year 1998 as a portion of the covenant not to compete debt was retired. The Company is currently involved in three outside funded research and development projects. The first of the three began in 1994 and calls for the development of an emergency parachute system for use on a four-place composite, certified aircraft. The agreement is with a privately held company that anticipates certification and production beginning during the Company's fiscal year 1998. If successfully certified, the aircraft will become the first FAA certified aircraft to offer one of the Company's parachute systems as standard equipment. In July 1998, the Company successfully completed the inflight deployments and canopy ultimate strength tests as required by the FAA on this four-place composite aircraft. Final testing is scheduled to be completed during the Company's fourth fiscal year quarter. No assurances can be made that future testing will be successful, or even if successful, that the overall project will be completed. The second ongoing project is the Company's Small Business Innovation Research grant (SBIR) through NASA. The purpose of the grant is to perform research of low-cost, lightweight aircraft emergency recovery systems. The Company received a Phase I grant during 1994. All work under this Phase I grant was completed during fiscal year 1995. With the completion of Phase I, the Company applied for and received a Phase II grant to continue on with the research that it began in the first phase. The Phase II grant, which began in March 1996, is for a maximum of $582,000 over an extended period of 30 months. Final project testing is scheduled to be completed during the Company's fourth fiscal year quarter. 11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES (CONTINUED): The third project began in June 1996, when the Company received a development contract for a recovery system for a prototype unmanned aircraft being developed by a government contractor. The contract, with revisions, is for a total of $151,000 and covers approximately 22 months. The purchase order calls for the development and delivery of a series of recovery devices both for use in testing, and possibly in future production models. In October 1995, the Company entered into a non-compete agreement with its only domestic competitor, SCI. As a result of other sales efforts that were underway, the exact benefit of the SCI transaction in terms of sales volumes cannot be specifically determined. Although the agreement calls for debt service over a ten year period, the Company believes that the agreement will have a positive impact on sales, profitability and cash flow. This agreement, in addition to other sales programs that have been implemented by the Company over the past several years, should continue to strengthen the Company's revenues and profitability into the future, despite the current downturn in order and sales volumes. The Private Securities Litigation Reform Act of 1995 provides "safe harbor" for forward looking statements. Certain information included in this Form 10-KSB 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 and 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 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company has been named in a lawsuit which claims that the Company's product failed to perform when called upon. Preliminary information in the suit has not established that the Company's product was at fault, and no detail of the allegations have been provided. The father of a person who was fatally injured in an ultralight accident has brought the suit. The Company has filed a response to the suit . The exposure to the Company is uncertain at this time. 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 June 30, 1998. 13 14 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 August 13, 1998 14