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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 1995
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 0-17297
BTU INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2781248
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
23 Esquire Road, North Billerica, Massachusetts01862-2596
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 667-4111
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 ( )
Indicate the number of shares outstanding of the Registrant's Common Stock,
par value $.01 per share, as of the latest practicable date: As of May 11,
1995: 6,928,210 shares.
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BTU INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets 1-2
Condensed Consolidated Statements of Operations 3
Condensed Consolidated Statement of Stockholders' Investment 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6-9
Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-11
PART II. OTHER INFORMATION
Signatures 12
Exhibits and Reports on Form 8-K 13
Calculation of Net Income per Common and Common
Equivalent Share 14
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BTU INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
(Unaudited)
April 2, December 31,
1995 1994
- -------------------------------------------------------------------------------------------
Current assets
Cash and cash equivalents $6,653 $6,896
Accounts receivable, less reserves of
$114 in 1995 and 1994 10,856 9,692
Inventories (Note 2) 6,465 5,518
Other current assets 1,377 1,378
- -------------------------------------------------------------------------------------------
Total current assets 25,351 23,484
- -------------------------------------------------------------------------------------------
Property, plant and equipment, at cost
Land 210 210
Buildings and improvements 5,211 5,211
Machinery and equipment 4,096 3,884
Furniture and fixtures 629 629
- -------------------------------------------------------------------------------------------
10,146 9,934
Less Accumulated depreciation 6,324 6,167
- -------------------------------------------------------------------------------------------
Net property, plant and equipment 3,822 3,767
Investment in joint venture (Note 5) 3,476 3,476
Other assets, net of accumulated amortization of $399
in 1995 and $396 in 1994 235 238
- -------------------------------------------------------------------------------------------
$32,884 $30,965
===========================================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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BTU INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
(Unaudited)
April 2, December 31,
1995 1994
- ------------------------------------------------------------------------------------------------
Current liabilities
Current maturities of long-term debt and
capital lease obligations (Note 3) $317 $311
Accounts payable 5,345 4,556
Other current liabilities 5,242 5,184
- ------------------------------------------------------------------------------------------------
Total current liabilities 10,904 10,051
- ------------------------------------------------------------------------------------------------
Long-term debt and capital lease obligations, less
current maturities (Note 3) 5,968 6,050
Deferred income taxes 1,714 1,714
- ------------------------------------------------------------------------------------------------
18,586 17,815
- ------------------------------------------------------------------------------------------------
Redeemable Class A and Class AA preferred
stock (Note 6) 1,200 1,200
- ------------------------------------------------------------------------------------------------
Stockholders' investment (Note 4)
Series preferred stock, $1 par value-
Authorized - 5,000,000 shares
Issued and outstanding - none - -
Common stock, $.01 par value-
Authorized - 25,000,000 shares;
Issued - 7,197,266 shares at 1995 and 7,185,954
at 1994 72 72
Additional paid-in capital 18,247 18,226
Accumulated deficit (4,617) (5,729)
Treasury stock 279,281 shares, at cost (935) (935)
- ------------------------------------------------------------------------------------------------
12,767 11,634
Cumulative foreign currency translation adjustment 331 316
- ------------------------------------------------------------------------------------------------
Total stockholders investment 13,098 11,950
- ------------------------------------------------------------------------------------------------
$32,884 $30,965
================================================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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BTU INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 2, 1995 AND APRIL 3, 1994
(Dollars in thousands, except share and per share data)
(Unaudited)
Three Months Ended
-----------------------
April 2, April 3,
1995 1994
- ------------------------------------------------------------------------------------------------
Net sales $12,973 $9,827
Cost of goods sold 6,772 5,330
- ------------------------------------------------------------------------------------------------
Gross profit 6,201 4,497
Operating expenses:
Selling, general and administrative 3,697 3,035
Research, development and engineering 959 869
- ------------------------------------------------------------------------------------------------
Income from operations 1,545 593
- ------------------------------------------------------------------------------------------------
Interest income 96 39
Interest expense (150) (157)
Other income, net 15 10
- ------------------------------------------------------------------------------------------------
Income before taxes 1,506 485
Income tax provision 350 79
- ------------------------------------------------------------------------------------------------
Net income 1,156 406
Dividends accrued - Class A and Class AA
redeemable preferred stock 44 56
- ------------------------------------------------------------------------------------------------
Net income applicable to common stockholders $1,112 $350
================================================================================================
Net income per share $0.15 $0.05
================================================================================================
Weighted average number of shares and share
equivalents outstanding 7,314,146 7,143,778
================================================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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BTU INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' INVESTMENT
FOR THE THREE MONTHS ENDED APRIL 2, 1995
(Dollars in thousands)
(Unaudited)
ADDITIONAL CUMULATIVE TOTAL
COMMON PAID-IN ACCUMULATED TREASURY TRANSLATION STOCKHOLDERS'
STOCK CAPITAL DEFICIT STOCK ADJUSTMENT INVESTMENT
- --------------------------------------------------------------------------------------------------------
Balance,
beginning of
the period $72 $18,226 ($5,729) ($935) $316 $11,950
Net income - - 1,156 - - 1,156
Dividends
Declared - - (44) - - (44)
Translation
Adjustment - - - - 15 15
Sales of
Common
Stock - 21 - - - 21
- --------------------------------------------------------------------------------------------------------
Balance,
end of
the period $72 $18,247 ($4,617) ($935) $331 $13,098
========================================================================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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BTU INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 2, 1995 AND APRIL 3, 1994
(Dollars in thousands)
(Unaudited)
APRIL 2, APRIL 3,
1995 1994
- -------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $1,156 $406
Adjustments to reconcile net income to net cash from
operating activities -
Depreciation and amortization 167 156
Accounts receivable (1,164) (495)
Inventories (947) (105)
Other current assets 1 99
Accounts payable 789 313
Other current liabilities 44 205
Other assets - (7)
Foreign currency translation 15 (15)
- -------------------------------------------------------------------------------------------------
Net cash provided by operating activities 61 557
- -------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of property, plant and equipment, net ($219) ($120)
- -------------------------------------------------------------------------------------------------
Net cash used in investing activities ($219) ($120)
- -------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Principal payments under long-term debt and capital lease
obligations ($76) ($69)
Proceeds from issuance of common stock 21 -
Payments of preferred stock dividends (30) (30)
- -------------------------------------------------------------------------------------------------
Net cash used in financing activities ($85) ($99)
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (243) 338
Cash and cash equivalents, at beginning of the period 6,896 4,754
- -------------------------------------------------------------------------------------------------
Cash and cash equivalents, at end of the period $6,653 $5,092
=================================================================================================
Supplemental disclosures of cash flow information
Cash paid (received/refunded) during the periods for -
Interest $150 $150
Income taxes (211) 32
Supplemental schedule of noncash investing and financing activities
Accrual of preferred stock dividend $44 $56
Capital lease obligations - 29
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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BTU INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis for presentation
The condensed consolidated balance sheet as of April 2, 1995, the condensed
consolidated statement of stockholders' investment for the three months ended
April 2, 1995, the condensed consolidated statement of cash flows for the three
months ended April 2, 1995 and April 3, 1994, and the related condensed
consolidated statements of operations for the quarters ended April 2, 1995 and
April 3, 1994 are unaudited. In the opinion of management, all adjustments
necessary for the 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 the full year. These
financial statements do not include all disclosures associated with annual
financial statements, and accordingly, should be read in conjunction with the
footnotes contained in the Company's consolidated financial statements for the
period ended December 31, 1994, together with the auditors' report, included in
the Company's "1994 Annual Report," and filed in conjunction with Form 10K.
(2) Inventories
Inventories at April 2, 1995 and December 31, 1994 consisted of:
($000)
---------------------------------
April 2, December 31,
1995 1994
- -----------------------------------------------------------------------------------------------------
Raw materials and manufactured components $3,128 $2,731
Work-in-process 2,576 2,065
Finished goods 761 722
- -----------------------------------------------------------------------------------------------------
$6,465 $5,518
=====================================================================================================
(3) Debt
Debt at April 2, 1995 and December 31,1994 consisted of:
($000)
---------------------------------
April 2, December 31,
1995 1994
- -----------------------------------------------------------------------------------------------------
9.0% Mortgage note payable $6,167 $6,233
Capital lease obligations, interest rates ranging from 6.9% to 15.6%,
net of interest of $17,000 and $20,000 in 1995 and 1994, respectively 118 128
- -----------------------------------------------------------------------------------------------------
6,285 6,361
Less current maturities 317 311
- -----------------------------------------------------------------------------------------------------
$5,968 $6,050
=====================================================================================================
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BTU INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
(4) Stock Option and Purchase Plans
The Company's 1993 Equity Incentive Plan provides for stock options for
selected key employees. Under the plan, options have been granted at prices
not less than fair market value at the date of the grant. A total of 438,283
shares are eligible for future stock option grants, pursuant to the plan.
Options granted under the plan will expire over periods not to exceed ten
years. Also under the terms of the plan, other stock awards can be granted at
the discretion of the Company's Board of Directors. 102,900 options have been
granted under this plan, since its inception in 1993.
Prior to 1993, the Company had a stock option plan for selected key
employees. Under the terms of the plan, options are exercisable at a price not
less than fair market value at the date of grant. All options currently expire
over four to seven years. As of April 2, 1995, 132,900 options were
outstanding under this plan. No additional options can be granted under this
plan.
The Company also has a stock option plan for certain directors of the
Company. The options are exercisable at a price not less than fair market
value at the date of grant. The options expire over seven years. As of April
2, 1995, 10,500 options were outstanding and 9,500 were available for future
grants.
A summary of the stock option activity for the three months ended April 2, 1995 is as follows:
Number of Option Price
Shares Per Share
- ---------------------------------------------------------------------------------------------------
Outstanding at beginning of the period 257,612 $1.38-5.88
Granted - -
Exercised 11,312 1.38-5.88
Forfeited - -
- ---------------------------------------------------------------------------------------------------
Outstanding at the end of the period 246,300 $1.38 5.88
- ---------------------------------------------------------------------------------------------------
Options exercisable at the end of the period 140,475 $1.38 5.88
===================================================================================================
Net income per share has been calculated based on the weighted average
number of common and common equivalent shares outstanding during the periods
using the treasury stock method. Common equivalent shares include the assumed
exercise of stock options when the effect of such options is dilutive. The
proceeds from the exercise of options are deemed to be used to repurchase
outstanding common stock at fair market value.
The Company has an Employee Stock Purchase Plan. Under the terms of the
plan, employees are entitled to purchase shares of common stock at the lower of
85% of fair market value at the beginning or the end of each six month option
period. A total of 300,000 shares have been reserved for issuance under this
plan, of which 98,225 remain available at April 2, 1995. Through December 31,
1994, 201,775 shares have been purchased at prices ranging from $0.85 to $4.83
per share.
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BTU INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
(5) Investments in Joint Venture
The Company has a 19.4% ownership interest in Bruce Technologies
International, Inc. (BTI). The value of this investment is $3,476,000 at April
2, 1995 and December 31, 1994, and is accounted for using the cost method.
(6) Preferred Stock
The Company has two classes of preferred stock. Its Class A Cumulative
Redeemable Preferred Stock has a par value of $1 per share, and has 2,000,000
shares authorized. As of April 2, 1995 and December 31, 1994, 567,150 shares
are outstanding. These shares are redeemable at $1 per share, plus accrued
dividends of $0.05 per year. During the first quarter of 1995 the stockholders
of the Class A Redeemable Preferred Stock have notified the Company of their
intent to redeem the remainder of these outstanding shares. As a result,
during the second quarter of 1995 the Company will be redeeming these shares
for a value of $567,150, plus the accrued dividends relating to these shares of
$283,575. In addition, the Company has Class AA Redeemable Convertible
Preferred Stock, which has a par value of $0.01 per share, and 240,000 shares
outstanding at April 2, 1995 and December 31, 1994. These shares are
redeemable at $5 per share, plus accrued dividends of $0.50 per year
The following table depicts the status of preferred stock at April 2, 1995 and December 31, 1994:
(Thousands)
Class A Class AA Total
- ------------------------------------------------------------------------------------------------------
at April 2, 1995
Total redemption value $567 $1,200 $1,767
Accrued dividends 284 284
- ------------------------------------------------------------------------------------------------------
Total redemption value plus accrued dividends 851 1,200 2,051
Less-amounts recorded in accrued expenses (851) - (851)
- ------------------------------------------------------------------------------------------------------
$ - $1,200 $1,200
======================================================================================================
at December 31, 1994
Total redemption value $567 $1,200 $1,767
Accrued dividends 269 269
- ------------------------------------------------------------------------------------------------------
Total redemption value plus accrued dividends 836 1,200 2,036
Less-amounts recorded in accrued expenses (836) - (836)
- ------------------------------------------------------------------------------------------------------
$ - $1,200 $1,200
======================================================================================================
Holders of Class AA Convertible Preferred Stock are entitled to a dividend
of $0.50 per share per year, payable quarterly beginning November 1, 1988.
These dividends are cumulative and must be paid before any declaration of
dividends can be made on the Class A Redeemable Preferred Stock or the common
stock. As of April 2, 1995, all dividends pertaining to Class AA Convertible
Preferred Stock have been paid.
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BTU INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
(6) Preferred Stock (continued)
The holders of Class AA Convertible Preferred Stock are entitled to convert
each share of Class AA Convertible Preferred Stock into one share of the
Company's common stock at any time, subject to antidilution provisions. All or
a portion of the outstanding shares of Class AA Convertible Preferred Stock are
redeemable by the Company at $5.00 per share plus any accrued dividends (the
"Redemption Price") at any time on or after July 31, 1993. As of February 10,
1995, the management of the Company has been given the authority by its Board
of Directors to redeem all of the Class AA Convertible Preferred Stock, if
management deems it appropriate to do so. In the absence of a redemption prior
to July 31, 1998, redemption by the Company of all outstanding shares at the
Redemption Price is mandatory.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Sales - In the first quarter of 1995, net sales increased by
$3,146,000, an increase of 32% over the first quarter of 1994. Sales for most
of the Company's products remained strong for the quarter.
Gross Profit - Gross profit increased by $1,704,000, or 38%, over the first
quarter of 1994. Gross profit as a percent of sales increased 2.0%, from 45.8%
to 47.8%, for the first quarter of 1995 versus the same quarter in 1994. The
increase in margin dollars was primarily due to the increase in revenues versus
the first quarter of 1994. In addition, gross margin percentages increased
primarily as a result of a favorable product mix.
Selling, General and Administrative - In the first quarter of 1995,
selling, general and administrative expense increased by $662,000, or 22%, to
$3,697,000, as compared to the same period in 1994. This increase in expense
is due to several factors: higher sales commissions related to the higher sales
volume, increased travel for service and installation to support our increasing
international presence, and increases in profit sharing bonuses earned by
employees, which are the direct result of the achievement of higher
profitability targets for the Company.
Research, Development and Engineering - Expenses in this area for the first
quarter of 1995 increased by $90,000, or 10%, as compared to the first quarter
of 1994. This increase in expense is the result of costs which the Company has
incurred in the development of new products for our surface mount technology
business.
Interest Income - In the first quarter of 1995 interest income increased by
$57,000, or 146%, as compared to the first quarter of 1994. The increase is
the result of two factors: higher average cash balances and higher earned
interest rates.
Interest Expense - Interest expense decreased by $7,000, or 4%, for the
first quarter of 1995, as compared to the first quarter of 1994. The slight
decrease in expense is due to the lower level of interest due on the mortgage
as its principal balance decreases.
Income Taxes - Income tax expense increased by $271,000, or 343%, for the
first quarter of 1995, as compared to the same period in 1994. The increase is
the result of the increase in overall profitability in 1995 versus 1994.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
The Company has an unsecured revolving line of credit with a bank which
allows for the aggregate of borrowings and/or letters of credit of up to
$5,000,000, at either the Bank's base rate or the Eurodollar rate, as elected
by the Company. This loan agreement is available to the Company until July 1,
1997, and is subject to certain financial covenants. In addition, the Company
has a secured equipment loan facility with the same bank, with the ability to
borrow up to $1,000,000 for purchases of equipment. This facility is available
to fund up to 75% of the cost of qualifying equipment purchases, with a
collateralized first security interest on the equipment, at either the Bank's
prime rate or the Bank's cost of funds rate, and must be repaid over a period
not to exceed 84 months. At April 2, 1995, no amounts were outstanding under
either of these loan agreements.
The current mortgage had an outstanding balance of $6,167,000 at April 2,
1995. This mortgage has an annual interest rate of 9% with a balloon payment
of $5,664,000 due at maturity on April 1, 1997.
The Company expects its current cash position, ability to borrow necessary
funds, as well as cash flows from operations will be sufficient to meet its
corporate, operating and capital requirements through 1996.
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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.
BTU INTERNATIONAL, INC.
DATE: May 15, 1995 BY: /s/ Paul J. van der Wansem
--------------------------
Paul J. van der Wansem
President, Chief Executive Officer
(principal executive officer) and Director
DATE: May 15, 1995 BY: /s/ Thomas P. Kealy
-------------------
Thomas P. Kealy
Vice President, Corporate Controller and
Chief Accounting Officer (principal
financial and accounting officer)
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11.0 - Calculation of net income per common and
common equivalent share.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
period covered by this report.
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