UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-10723
BOLT TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0773922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Four Duke Place, Norwalk, Connecticut 06854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 853-0700
Indicate by a 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 [_]
At February 13, 2002, there were 5,414,357 shares of common stock, without par
value, outstanding.
BOLT TECHNOLOGY CORPORATION
---------------------------
INDEX
-----
Page Number
-----------
Part I - Financial Information:
Item 1. Financial Statements
Consolidated statements of operations - three and six months ended
December 31, 2001 and 2000 ............................................. 3
Consolidated balance sheets -
December 31, 2001 and June 30, 2001 .................................... 4
Consolidated statements of cash flows -
six months ended December 31, 2001 and 2000 ............................ 5
Notes to consolidated financial statements ............................. 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................... 10-14
Item 3. Quantitative and Qualitative Disclosures about Market Risk ............. 14
Part II - Other Information:
Item 4. Submission of Matters to a Vote of Security Holders .................... 14
Item 6. Exhibits and Reports on Form 8-K ....................................... 15
Signatures ...................................................................... 15
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
=====================================
Three Months Ended Six Months Ended
December 31, December 31,
----------------- ---------------
2001 2000 2001 2000
---- ---- ---- ----
Sales ..................................... $ 4,280,000 $ 3,000,000 $ 8,471,000 $ 6,076,000
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales ..................... 2,350,000 1,724,000 4,855,000 3,615,000
Research and development .......... 66,000 54,000 122,000 123,000
Selling, general and administrative 1,138,000 955,000 2,217,000 2,069,000
Amortization of goodwill .......... - 165,000 - 330,000
Interest expense .................. 61,000 97,000 132,000 205,000
Interest income ................... (9,000) (9,000) (20,000) (24,000)
----------- ----------- ----------- -----------
3,606,000 2,986,000 7,306,000 6,318,000
----------- ----------- ----------- -----------
Income (loss) before income taxes ......... 674,000 14,000 1,165,000 (242,000)
Provision for income taxes ............... 265,000 62,000 454,000 20,000
----------- ----------- ----------- -----------
Net income (loss) ................. $ 409,000 $ (48,000) $ 711,000 $ (262,000)
=========== =========== =========== ===========
Earnings (loss) per share:
Basic ............................... $ 0.08 $ (0.01) $ 0.13 $ (0.05)
Diluted ............................. $ 0.08 $ (0.01) $ 0.13 $ (0.05)
Shares Outstanding:
Basic ............................... 5,410,112 5,408,733 5,409,422 5,408,733
Diluted ............................. 5,410,707 5,408,733 5,416,188 5,408,733
See Notes to Consolidated Financial Statements.
3
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
December 31, June 30,
2001 2001
(unaudited)
------------ -----------
Current Assets:
Cash and cash equivalents ........................... $ 2,634,000 $ 1,329,000
Accounts receivable, net ............................ 2,945,000 4,607,000
Inventories ......................................... 4,617,000 4,492,000
Deferred income taxes ............................... 776,000 923,000
Other ............................................... 97,000 126,000
----------- -----------
Total current assets 11,069,000 11,477,000
----------- -----------
Goodwill, net ........................................... 11,256,000 11,276,000
Property and Equipment, net ............................. 1,216,000 1,345,000
Deferred Income Taxes ................................... 331,000 603,000
Other Assets ............................................ 31,000 33,000
----------- -----------
Total assets $23,903,000 $24,734,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt ................ $ 2,750,000 $ 3,600,000
Accounts payable .................................... 700,000 984,000
Accrued liabilities ................................. 913,000 1,321,000
----------- -----------
Total current liabilities 4,363,000 5,905,000
Stockholders' Equity:
Common stock ........................................ 26,152,000 26,152,000
Accumulated deficit ................................. (6,612,000) (7,323,000)
----------- -----------
Total stockholders' equity .......................... 19,540,000 18,829,000
----------- -----------
Total liabilities and stockholders' equity $23,903,000 $24,734,000
=========== ===========
See Notes to Consolidated Financial Statements.
4
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
_______________________________
Six Months Ended
December 31,
----------------
2001 2000
---- ----
Cash Flows From Operating Activities:
Net income (loss) ................................. $ 711,000 $ (262,000)
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization ............. 165,000 473,000
Deferred income taxes ..................... 445,000 22,000
----------- -----------
1,321,000 233,000
Changes in operating assets and liabilities:
Accounts receivable ....................... 1,662,000 (3,000)
Inventories ............................... (125,000) (119,000)
Other assets .............................. 22,000 86,000
Accounts payable and accrued liabilities .. (692,000) (152,000)
----------- -----------
Net cash provided by operating activities.. 2,188,000 45,000
----------- -----------
Cash Flows From Investing Activities:
Purchase of property and equipment ................ (33,000) (82,000)
----------- -----------
Net cash used in investing activities ..... (33,000) (82,000)
----------- -----------
Cash Flows From Financing Activities:
Repayment of long-term debt ....................... (850,000) (850,000)
----------- -----------
Net cash used in financing activities...... (850,000) (850,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents ....... $ 1,305,000 $ (887,000)
=========== ===========
Supplemental disclosure of cash flow information:
Income taxes paid ................................. $ 8,000 $ 22,000
Interest paid ..................................... $ 132,000 $ 205,000
See Notes to Consolidated Financial Statements.
5
BOLT TECHNOLOGY CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
-----------
Note 1- Basis of Presentation
- -----------------------------
The consolidated balance sheet as of December 31, 2001, the consolidated
statements of operations for the three month and six month periods ended
December 31, 2001 and 2000 and the consolidated statements of cash flows for the
six month periods ended December 31, 2001 and 2000 are unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consisted only of
normal, recurring items. Interim results are not necessarily indicative of
results for a full year. It is suggested that the December 31, 2001 consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes included in the Company's Annual Report on Form 10-K for
the year ended June 30, 2001.
Note 2 - Goodwill and Other Intangible Assets - Adoption of Statement 142
- -------------------------------------------------------------------------
During July 2001, SFAS No. 142, "Goodwill and Other Intangible Assets,"
was issued by the Financial Accounting Standards Board. Under SFAS No. 142,
goodwill amortization ceases when the new standard is adopted. The statement
also requires an initial goodwill impairment assessment in the year of adoption
and annual impairment tests thereafter. The Company adopted SFAS No. 142
effective July 1, 2001. As of December 31, 2001, the initial test for goodwill
impairment was completed and the results indicated no impairment of the
Company's recorded goodwill.
If the adoption of SFAS No. 142 had been in effect on July 1, 2000, net
(loss), basic (loss) per share and diluted (loss) per share would have been as
follows:
For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------
December 31, December 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Reported net income (loss) $ 409,000 $ (48,000) $ 711,000 $(262,000)
Add: Goodwill amortization
net of tax effect - 144,000 - 288,000
----------- ----------- ----------- ---------
Adjusted net income (loss) $ 409,000 $ 96,000 $ 711,000 $ 26,000
=========== =========== =========== =========
Basic and Diluted earnings (loss) per share:
Reported net income (loss) $ 0.08 $ (0.01) $ 0.13 $ (0.05)
Goodwill amortization - 0.03 - 0.05
----------- ----------- ----------- ---------
Adjusted net income (loss) $ 0.08 $ 0.02 $ 0.13 $ 0.00
=========== =========== =========== =========
6
BOLT TECHNOLOGY CORPORATION
----------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
-----------
Note 3 - Debt
- -------------
8.25% Non-Negotiable Promissory Note
In connection with the acquisition of A-G Geophysical Products, Inc.,
the Company issued a $7,000,000 note to the selling shareholder for a portion of
the purchase price. The balance of the note at December 31, 2001 was $2,750,000.
The Company is required to make a principal payment of $425,000 on February 1,
2002, and a final principal payment of $2,325,000 in April 2002.
Note 4 - Income Taxes
- ---------------------
Components of income tax expense for the six months ended December 31,
2001 and 2000 follows:
2001 2000
--------- --------
Current:
State .............................. $ 28,000 $ (2,000)
Deferred:
Federal ............................ 426,000 22,000
--------- --------
Income tax expense ......................... $ 454,000 $ 20,000
========= ========
The Company has net operating loss carry-forwards totaling $1,413,000
which expire as follows: 2005-$1,105,000; 2006-$63,000 and 2007-$245,000.
Note 5 - Inventories
- --------------------
Inventories, net of reserves, are comprised of the following:
December 31, June 30,
2001 2001
---- ----
Raw materials and sub-assemblies .. $4,083,000 $ 4,095,000
Work in process ................... 534,000 397,000
----------- ------------
$4,617,000 $ 4,492,000
=========== ===========
7
BOLT TECHNOLOGY CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
-----------
Note 6 - Property and Equipment
- -------------------------------
Property and equipment are comprised of the following:
December 31, June 30,
2001 2001
---- ----
Building and leasehold improvements ..... $ 555,000 $ 555,000
Geophysical equipment ................... 269,000 269,000
Machinery and equipment ................. 6,002,000 5,978,000
Equipment held for rental ............... 320,000 320,000
---------- -----------
7,146,000 7,122,000
Less accumulated depreciation ..... (5,930,000) (5,777,000)
---------- -----------
$1,216,000 $1,345,000
========== ===========
Note 7 - Earnings Per Share
- ---------------------------
Basic earnings per share is computed by dividing net income by the
average number of common shares outstanding during the year. Diluted earnings
per share is computed by dividing net income by the average number of common
shares outstanding assuming dilution, the calculation of which assumes that all
stock options are exercised at the beginning of the period and the proceeds used
to purchase shares at the average market price for the period. The following is
a reconciliation from basic earnings per share to diluted earnings per share for
the three and six month periods ended December 31, 2001 and 2000.
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Net earnings (loss) available to common
stockholders $ 409,000 $ (48,000) $ 711,000 $ (262,000)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding 5,410,112 5,408,733 5,409,422 5,408,733
Common stock equivalents - stock options 595 - 6,766 -
----------- ----------- ----------- -----------
Weighted average number of common shares and
common share equivalents outstanding 5,410,707 5,408,733 5,416,188 5,408,733
=========== =========== =========== ===========
Basic earnings (loss) per share $ 0.08 $ (0.01) $ 0.13 $ (0.05)
=========== =========== =========== ===========
Diluted earnings (loss) per share $ 0.08 $ (0.01) $ 0.13 $ (0.05)
=========== =========== =========== ===========
8
BOLT TECHNOLOGY CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
-----------
Note 7 - Earnings Per Share (cont'd)
- ------------------------------------
For the three months and six months ended December 31, 2000, the effect of
any shares subject to options were not included in the calculation because to do
so would be antidilutive.
Note 8 - Segment Information
- ----------------------------
The Company's reportable segments are geophysical equipment and industrial
products. The following table provides selected financial information for both
of the Company's segments for the six months ended December 31, 2001 and 2000.
Six months ended December 31, 2001
- ----------------------------------
Geophysical Industrial
Equipment Products Total
--------- -------- -----
Sales $ 7,213,000 $ 1,258,000 $ 8,471,000
Interest income 20,000 - 20,000
Interest expense 132,000 - 132,000
Depreciation and amortization 147,000 18,000 165,000
Income before income taxes 1,023,000 142,000 1,165,000
Segment assets 17,796,000 6,107,000 23,903,000
Fixed asset additions 23,000 10,000 33,000
Six months ended December 31, 2000
- ----------------------------------
Geophysical Industrial
Equipment Products Total
--------- -------- -----
Sales $ 4,472,000 $ 1,604,000 $ 6,076,000
Interest income 24,000 - 24,000
Interest expense 205,000 - 205,000
Depreciation and amortization 344,000 129,000 473,000
Income before income taxes (591,000) 349,000 (242,000)
Segment assets 17,748,000 6,026,000 23,774,000
Fixed asset additions 76,000 6,000 82,000
The Company does not allocate income taxes to its segments.
9
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Cautionary Statement for Purposes of Forward-Looking Statements
Forward-looking statements in this Form 10-Q, future filings by the Company with
the Securities and Exchange Commission, the Company's press releases and oral
statements by authorized officers of the Company are intended to be subject to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that all forward-looking statements involve risks
and uncertainty, including without limitation (i) the risk of technological
change relating to the Company's products and the risk of the Company's
inability to develop new competitive products in a timely manner, (ii) the risk
of decreased demand for the Company's products due to fluctuations in energy
industry activity, (iii) the Company's reliance on certain significant
customers, (iv) risks associated with a significant amount of foreign sales, and
(v) risk of fluctuations in future operating results. The Company believes that
forward-looking statements made by it are based on reasonable expectations.
However, no assurances can be given that actual results will not differ
materially from those contained in such forward-looking statements. The words
"estimate," "project," "anticipate," "expect," "predict," "believe," and similar
expressions are intended to identify forward-looking statements.
Overview
Sales for the Company's geophysical products are related to the level of
worldwide oil and gas exploration and development activity which is dependent,
primarily, on oil and gas prices. Because of the rapid decline in oil prices in
1999, oil companies reduced exploration budgets, which caused the Company's
customers, primarily seismic contractors, to reduce activities. This reduction
in activity resulted in underutilized and idle seismic vessels. During the last
half of fiscal 2001 and into the second quarter of fiscal 2002, there has been
an increase in seismic exploration activity which has benefited the Company's
geophysical equipment sales and profitability.
The effect, if any, that a slowing international economy and the events of
September 11, 2001 may have on the Company's geophysical equipment business is
uncertain.
As to the industrial products segment of the Company's business, the sales
outlook remains adversely affected by the slowdown in the national economy.
Liquidity and Capital Resources
At December 31, 2001, the Company had $2,634,000 in cash and cash equivalents.
For the six months ended December 31, 2001, cash and cash equivalents increased
by $1,305,000. Cash flows from operating activities after changes in working
capital items was a positive $2,188,000 for the six months ended December 31,
2001, primarily due to the operating profit for the first half of fiscal 2002
and a decrease in the level of accounts receivable partially offset by lower
accounts payable and accrued liabilities.
10
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(CONTINUED)
-----------
Liquidity and Capital Resources (cont'd)
For the six months ended December 31, 2001, the Company used $33,000 for capital
expenditures. The Company does not anticipate capital expenditures for the
current fiscal year to exceed $150,000, which will be funded through operating
cash flow.
The Company used $850,000 during the six months ended December 31, 2001 for the
scheduled repayment of the debt issued for the A-G Geophysical Products, Inc.
acquisition.
At December 31, 2000, the Company had $1,640,000 of cash and cash equivalents.
For the six months ended December 31, 2000, cash and cash equivalents decreased
by $887,000. Cash flows from operating activities after changes in working
capital items was a positive $45,000 for the six months ended December 31, 2000
primarily due to the operating income for the first half of fiscal 2001
substantially offset by higher inventory and lower accounts payable and accrued
expenses.
As discussed above, as part of the consideration for the acquisition of A-G
Geophysical Products, Inc. ("A-G"), the Company issued a note for $7,000,000
($2,750,000 outstanding at December 31, 2001). The note bears interest at 8.25%
payable monthly and requires a quarterly principal payment of $425,000 on
February 1, 2002 with the remaining balance of $2,325,000 due in April 2002. The
Company pledged the assets and common stock of A-G as collateral for the note.
The Company expects to repay the note from operating cash flow, but if the level
of business in 2002 does not produce sufficient cash, the Company believes that
it can secure alternative financing or extend the maturity of the note; however,
there can be no assurance that the Company will be able to do so.
The Company did not maintain the minimum debt service coverage required under an
unsecured credit facility and, therefore, terminated it in December 2000. The
Company had not used this facility since January 1998.
Under the terms of the January 1, 1998 asset purchase agreement for Custom
Products, the Company may be required to make additional payments to the former
owners of Custom Products in the maximum amount of $4,000,000 if net sales of
Custom Products increase to certain levels by December 2002. To date, no
additional payments have been required because the sales of Custom Products have
not met amounts specified in the asset purchase agreement.
In October 1998, the Company's board of directors approved a stock repurchase
program under which the Company was authorized to buy up to 500,000 shares of
its common stock in open market or private transactions. Although the program
remains authorized, the Company does not anticipate any repurchase of shares in
the near future.
Current cash and cash equivalent balances, potential borrowing capacity and
projected cash flow from operations are considered adequate to meet foreseeable
operating needs.
11
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(CONTINUED)
-----------
Results of Operations
Six Months Ended December 31, 2001 Compared to Six Months
Ended December 31, 2000
Sales for the six months ended December 31, 2001 increased by $2,395,000 or 39%
from the corresponding period last year. Sales of marine air guns and
replacement parts increased by $2,404,000 or 122% reflecting an increase in
marine seismic activity. Sales of underwater electrical connectors and cables
increased by $337,000 or 13% from last year's comparable period also reflecting
the higher level of marine seismic activity. These increases were partially
offset by a $346,000 or 14% decrease in sales of industrial clutches compared to
last year, as that business was adversely affected by the general economic
slowdown in the current year. During the six months ended December 31, 2000,
sales of marine air guns and replacement parts were depressed reflecting an
oversupply of seismic equipment.
Cost of sales as a percentage of sales decreased from 59% for the six months
ended December 31, 2000 to 57% for the six months ended December 31, 2001. The
major reason for this improvement was increased manufacturing efficiencies
associated with the higher sales volumes for air guns and replacement parts,
partially offset by decreased manufacturing efficiencies for industrial clutches
caused by the lower sales volume in that business segment.
Selling, general and administrative expenses increased by $148,000 for the six
months ended December 31, 2001 from the corresponding period last year due
primarily to higher compensation, professional fees and advertising and trade
show expenses.
As indicated in Note 2 to the consolidated financial statements, SFAS No. 142,
"Goodwill and Other Intangible Assets," was adopted by the Company effective
July 1, 2001 and thereupon goodwill amortization ceased. Accordingly, there was
no goodwill amortization for the six months ended December 31, 2001. For the six
months ended December 31, 2000, goodwill amortization was $330,000. The Company
had been amortizing goodwill prior to July 1, 2001 over 20 years. If the
adoption of SFAS No. 142 had been in effect on July 1, 2000, the reported net
loss for the six months ended December 31, 2000 of $262,000 would have been net
income of $26,000.
Interest expense for the six months ended December 31, 2001 was $132,000 which
was $73,000 lower than the year-ago period due to the lower average balance
outstanding on the note issued for the A-G acquisition.
12
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
(CONTINUED)
-----------
Results of Operations (cont'd)
Six Months Ended December 31, 2001 Compared to Six Months
Ended December 31, 2000 (cont'd)
The provision for income taxes for the six months ended December 31, 2001 was
$454,000, an effective tax rate of 39%, which was 5% higher than the statutory
rate of 34% due primarily to the effect of state income taxes. The provision for
income taxes for the six months ended December 31, 2000 was $20,000 and resulted
principally from the effect of the goodwill amortization related to the A-G
acquisition which was not deductible for income taxes and the effect of a
reduction in the expected amount of investment tax credit carry-forwards to be
realized.
Three Months Ended December 31, 2001 Compared to Three Months
Ended December 31, 2000
Sales for the three months ended December 31, 2001 increased by $1,280,000 or
43% from the corresponding period last year. Sales of marine air guns and
replacement parts increased by $1,350,000 or 143% because of the same factors
that caused the increase for the six month period. Sales of underwater
electrical connectors and cables increased by $66,000 or 5% from last year's
comparable period also reflecting the higher level of marine seismic activity.
These increases were partially offset by a $136,000 or 17% decrease in sales of
industrial clutches compared to last year, as that business was affected by the
general economic slowdown in the current year. During the three months ended
December 31, 2000, sales of marine air guns and replacement parts were
depressed reflecting on oversupply of seismic equipment.
Cost of sales as a percentage of sales decreased from 57% for the three months
ended December 31, 2000 to 55% for the three months ended December 31, 2001. The
same factors that caused the decrease in the cost of sales percentage for the
first six months caused the decrease in the cost of sales percentage for the
second quarter.
Selling, general and administrative expenses increased by $183,000 for the three
months ended December 31, 2001 from the corresponding period last year due
primarily to higher compensation, professional fees, travel and entertainment,
and adversting and trade show expenses.
Amortization of goodwill decreased by $165,000 for the same reason that caused
the decrease for the six-month period.
Interest expense decreased $36,000 for the quarter for the same reasons that
caused the decrease for the six-month period.
The provision for income taxes for the three months ended December 31, 2001 was
$265,000, an effective tax rate of 39%, which was 5% higher than the statutory
rate due primarily to the effect of state income taxes. The provision for income
taxes for the three months ended December 31, 2000 was $62,000 primarily because
13
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
(CONTINUED)
-----------
Results of Operations (cont'd)
Three Months Ended December 31, 2001 Compared to Three Months
Ended December 31, 2000 (cont'd)
of the effect of the A-G goodwill amortization which was not deductible for
income tax purposes and the effect of a reduction in the expected amount of
investment tax credit carry-forwards to be realized.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Not applicable.
PART II- OTHER INFORMATION
--------------------------
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The 2001 Annual Meeting of Stockholders of the Company was held on November 20,
2001 for the following two purposes: (i) the election of three directors, each
for a three year term expiring in 2004, and (ii) to approve an amendment to the
Company's certificate of incorporation and ratify the prior election of
directors.
The vote tabulation for the election of directors was as follows: Joseph Espeso
received 4,420,811 affirmative votes with 538,527 votes withheld, John H. Larsen
received 4,415,811 affirmative votes with 543,427 votes withheld, and Gerald H.
Shaff received 4,415,811 affirmative votes with 543,427 votes withheld.
The vote tabulation concerning the amendment to the Company's certificate of
incorporation and ratification of the prior election of directors was 1,821,475
votes in favor of the proposal and 650,482 votes against the proposal.
14
BOLT TECHNOLOGY CORPORATION
---------------------------
PART II - OTHER INFORMATION
---------------------------
(CONTINUED)
---------
Item 6- Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibit.
--------
3.1 Amended and Restated Certificate of Incorporation, as further
amended.
(b) Reports on Form 8-K.
--------------------
No reports on Form 8-K were filed by the Company during October,
November and December 2001.
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.
BOLT TECHNOLOGY CORPORATION
Date: February 13, 2002 /s/ Raymond M. Soto
-----------------------
Chairman of the Board, President and Chief
Executive Officer
Date: February 13, 2002 /s/ Joseph Espeso
-----------------------
Senior Vice President-Finance and
Chief Financial Officer
15
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
3.1 Amended and Restated Certificate of Incorporation, as further
amended.