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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended MARCH 31, 1997
COMMISSION FILE NUMBER 0-11309
GALILEO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2526583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (508) 347-9191
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 each of the Issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MARCH 31, 1997
- ----------------------------- -------------------------------
COMMON STOCK, PAR VALUE $.01 6,847,422 SHARES
PAGE 1 OF 32
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GALILEO CORPORATION
INDEX
Page No.
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PART I. Financial Information:
Item 1. Financial Statements (unaudited)
Consolidated Condensed Balance Sheets at
March 31, 1997, and September 30, 1996.............................. 3
Consolidated Condensed Statements of Income for the three and six
months ended March 31, 1997, and March 31, 1996..................... 4
Consolidated Condensed Statements of Cash Flows for the
six months ended March 31, 1997, and March 31, 1996................. 5
Notes to Consolidated Condensed Financial Statements................ 6
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 8
PART II. Other Information:
Item 6.
Exhibits and Reports on Form 8-K 12
Signatures 13
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GALILEO CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
Mar. 31, 1997 Sept. 30, 1996
--------------------------------
ASSETS
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Current assets:
Cash and cash equivalents $12,885 $18,652
Accounts receivable, net 4,112 5,710
Inventories, net (Note 6) 6,203 6,218
Other current assets 426 598
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Total current assets 23,626 31,178
Property, plant and equipment, net 14,640 19,228
Excess of cost over the fair value of assets acquired, net 3,939 --
Other assets, net 1,552 2,658
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Total assets $43,757 $53,064
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LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 3,983 $ 4,174
Other current liabilities -- 542
--------------------------------
Total current liabilities 3,983 4,716
Other liabilities 1,191 1,320
Shareholders' equity:
Common stock 68 68
Additional paid-in capital 42,796 42,694
(Accumulated deficit) / retained earnings (4,281) 4,266
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Total shareholders' equity 38,583 47,028
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Total liabilities and shareholders' equity $43,757 $53,064
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See Notes to Consolidated Condensed Financial Statements
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GALILEO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(Amounts in thousands except per share data)
For the Three Months Ended For the Six Months Ended
March 31, March 31,
1997 1996 1997 1996
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Net sales (Note 2) $ 8,721 $10,632 $18,432 $20,604
Cost of sales 5,798 6,501 11,234 12,606
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Gross profit 2,923 4,131 7,198 7,998
Engineering expenses 1,379 1,002 2,562 1,827
Selling and administrative expenses 2,273 2,485 4,434 4,383
Reduction in carrying value of certain
long-lived assets (Note 3) -- -- 2,226 --
Reorganization costs (Note 2) 6,872 -- 6,872 --
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10,524 3,487 16,094 6,210
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Operating profit (loss) (7,601) 644 (8,896) 1,788
Other income 243 208 493 323
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Income (loss) before income taxes and
extraordinary gain (7,358) 852 (8,403) 2,111
Provision (benefit) for income taxes 20 25 141 (82)
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Income (loss) before extraordinary gain (7,378) 827 (8,544) 2,193
Extraordinary gain on receipt and sale of
stock, net of taxes -- -- -- 158
======================================================
Net income (loss) (Note 2) $ (7,378) $ 827 $(8,544) $ 2,351
======================================================
Net income (loss) per common and common
equivalent share outstanding
Before extraordinary gain $ (1.08) $ 0.12 $ (1.25) $ 0.32
Effect of extraordinary gain -- -- -- 0.02
======================================================
Net income (loss) $ (1.08) $ 0.12 $ (1.25) $ 0.34
======================================================
Weighted average common and common equivalent
shares outstanding 6,847 6,934 6,842 7,007
See Notes to Consolidated Condensed Financial Statements
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GALILEO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
For the six months
ended March 31,
1997 1996
---------------------
Net income (loss) $(8,544) $ 2,351
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Extraordinary gain on receipt and sale of stock -- (319)
Depreciation and amortization 1,685 1,770
Reduction in carrying value of certain long-lived assets 2,226 --
Reorganization provisions 6,451 --
Increase (decrease) in cash from changes in operating
assets and liabilities:
Accounts receivable 1,741 1,411
Inventories (802) 53
Accounts payable and accrued liabilities (190) (1,548)
Other changes, net (243) (213)
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Total adjustments 10,868 1,154
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Net cash provided by operating activities 2,324 3,505
Cash flows from investing activities:
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Proceeds from receipt and sale of stock -- 2,409
Proceeds from sale of assets -- 403
Capital expenditures (2,130) (1,474)
Acquisitions (5,500) --
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Net cash used in investing activities (7,630) 1,338
Cash flows from financing activities:
- -------------------------------------
Payments on notes payable (542) (34)
Proceeds from issuance of common stock 102 244
Other financing activities (21) (18)
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Net cash provided (used) by financing activities (461) 192
Net increase in cash and cash equivalents (5,767) 5,035
Cash and cash equivalents at beginning of period 18,652 8,580
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Cash and cash equivalents at end of period $12,885 $13,615
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See Notes to Consolidated Condensed Financial Statements
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GALILEO CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only
normal recurring adjustments, except for the items discussed in Notes 2 and
3 below) necessary to present fairly Galileo Corporation's (the Company)
financial position as of March 31, 1997, the results of operations for the
three and six month periods ended March 31, 1997, and cash flows for the
six months ended March 31, 1997, in conformity with generally accepted
accounting principles for interim financial information applied on a
consistent basis. The results of operations for the three and six months
ended March 31, 1997, are not necessarily indicative of the results to be
expected for the full year. These financial statements should be read in
conjunction with the Company's 1996 Annual Report to Shareholders and Form
10-K for the fiscal year ended September 30, 1996.
2. On February 11, 1997, the Company received written notification from its
then largest customer, Xerox Corporation, that Xerox had developed internal
production capabilities for dicorotron assemblies and will no longer
purchase these assemblies from the Company. Revenues related to Xerox were
approximately $2,700 and $5,200 for the three months ended March 31, 1997
and 1996, respectively. Reduced revenues from this product will likely
result in losses for the remainder of the fiscal year. On March 12, 1997,
the Company announced a reorganization plan in response to this lost
business. In connection with this plan, the Company recorded a nonrecurring
charge of $6,872 in the three months ended March 31, 1997. The charge
includes a noncash $6,451 provision for related long-lived assets, other
assets and inventory, and a $421 provision for related severance and other
obligations. Excluding the impact of this charge, net income for the three
months ended March 31, 1997, was a loss of $506, or $0.07 per share.
3. In the first quarter of fiscal 1997, the Company adopted Statement of
Financial Accounting Standard No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This
statement requires impairment losses be recognized for long-lived assets,
when indicators of impairment are present and the fair market values of
assets are estimated to be less than carrying amounts. The adoption of this
Standard resulted in a $2,226, or $0.32 per share, nonrecurring, pretax,
noncash charge which reduced certain robotic assembly equipment for the
Company's Medical Products Group to its estimated fair market value.
Excluding the impact of this charge and the charge discussed in Note 2
above, net income for the six months ended March 31, 1997, was $554, or
$0.08 per share.
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4. On February 28, 1997, the Company acquired the Sani-Spec(TM) business from
C.R. Bard, Inc., for $5,500. The acquisition was accounted for using the
purchase method of accounting and accordingly, results of Sani-Spec's
operations are included in the accompanying statement of operations from
the date of acquisition. Assuming that the acquisition had been made as of
the beginning of fiscal 1996, results for the Company on a pro forma basis,
would have been as follows:
For the Three For the Six
Months Ended Months Ended
March 31, March 31,
1997 1996 1997 1996
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Net sales $ 9,646 $11,557 $20,282 $22,454
Net income (loss) (7,250) 955 (8,288) 2,607
Net income (loss) per share $ (1.06) $ 0.14 $ (1.21) $ 0.37
5. Results for the three and six months ended March 31, 1996, have been
restated to reflect the acquisition of Leisegang Medical, Inc., in fiscal
year 1996, which was accounted for on a pooling of interests basis. For the
three months ended March 31, 1996, Leisegang Medical, Inc.'s, net income
was a loss of $434, or $0.06 per share. Leisegang Medical, Inc.'s, results
for the six months ended March 31, 1996, were substantially break-even.
6. Classification of inventories is:
March 31, 1997 September 30, 1996
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Finished goods $2,822 $1,402
Work-in-progress 710 635
Raw materials 2,671 4,181
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$6,203 $6,218
7. In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share," which is required to be adopted by December
1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The Company
anticipates adopting this Statement for September 1997, and the impact on
the calculation of primary and fully diluted earnings per share is not
expected to be material.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
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Galileo Corporation (the "Company") develops, manufactures and markets
fiberoptic and electro-optic components which transmit, sense or intensify light
or images. The Company's products are currently sold primarily to original
equipment manufacturers (OEMs) for use in scientific, analytical, medical,
electronic imaging and office product applications. The Company's experience in
fiberoptic and electro-optic technology are fundamental to developing and
manufacturing its products.
On February 11, 1997, the Company received written notification from its then
largest customer, Xerox Corporation, that Xerox had developed internal
production capabilities for dicorotron assemblies and will no longer purchase
these assemblies from the Company. These assemblies accounted for approximately
$20.4 million, or 48% of the Company's fiscal 1996 revenues and approximately
$3.8 million, or 39%, and $2.7 million, or 31%, of revenues for the Company's
first and second fiscal quarters of 1997, respectively. Reduced revenues from
this product will materially adversely affect the Company's financial
performance for at least the remainder of fiscal 1997 and likely will result in
a loss for the fiscal year. In connection with this loss of business, the
Company adopted a reorganization plan more fully discussed in the "Results of
Operations" section below.
The Company's Scientific Detector Products include detectors and sensors which
are used in various instruments in a wide range of markets including
semiconductor processing, life sciences, food processing, bulk and specialty
chemicals, petroleum refining, biotechnology, failure analysis and quality and
process control.
The Company's Medical Products consist of a variety of scopes in support of
minimally invasive medical procedures. Scopes are valuable in any medical
procedure where video imaging can provide accurate diagnosis, improve surgical
performance and reduce patient discomfort. In addition, the acquisitions of
Leisegang Medical, Inc. and the Sani-Spec(TM) business from C.R. Bard, Inc.,
more fully discussed below, position the Company as a supplier of certain
medical instrument equipment, principally to the obstetric and gynecological
markets. The Company believes that these products offer significant future
growth opportunities.
Leisegang Medical, headquartered in Boca Raton, FL, was a privately-held
distributor and manufacturer of OB/GYN diagnostic and surgical equipment.
Included in its product line are colposcopes produced by Leisegang GmbH, a
related company based in Berlin, Germany, that is the world's largest and oldest
manufacturer of colposcopes and accessories. The products are sold to OB/GYN
doctors' offices and hospitals through an internal sales force and by
manufacturers' representatives.
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Leisegang Medical is well known and highly respected in the gynecological
equipment market, estimated to be $200 million annually, and is a leader in
sales to doctors' offices. In addition to colposcopes, its products include
biopsy instruments, ultrasound, video equipment, laser and electro-surgical
systems and accessories, cryosurgery equipment, surgical instruments, rigid and
flexible hysteroscopes, bone densitometers and fetal heart monitors. This
acquisition enables Galileo to participate immediately in a market that is
growing at 15 to 20 percent per year, and is expected to benefit significantly
from the trend toward minimally invasive surgery and office-based procedures. It
also provides Galileo with new distribution channels that enhance the brand name
recognition and market penetration of the Company's medical imaging and sensing
products.
On February 28, 1997, the Company acquired the Sani-Spec(TM) business from C.R.
Bard, Inc. The Sani-Spec product line includes a comprehensive suite of women's
health-related products used by OB/GYN physicians, clinics and hospitals
including Sani-Spec single-use vaginal speculums, Sani-Scope(TM) anoscopes, Spec
Light(TM) speculum lights and Pap Smear kits. The product line is marketed
through a nationwide network of approximately 80 dealers and has been a market
leader for over 20 years. Last year's revenues were in excess of $4.0 million,
representing approximately 40% of the domestic market.
The Company's Fluorolase(R) fiberoptic-based optical amplifier product is used
in applications for telecommunications as well as high speed data and video
transmission. Currently, this product is being tested in these markets and the
Company believes that the Fluorolase product offers significant future growth
opportunities.
In addition to investing in research and development activities for all of its
products, the Company is exploring other acquisition opportunities to enhance
its product offerings to all its customers.
This Report on Form 10-Q contains certain forward-looking statements concerning,
among other things, the Company's plans and objectives for future operations,
planned products and services, expansion into new markets and anticipated
customer demand for its existing and future products and services. Certain
factors that could cause the Company's actual results to differ from those
projected in these forward-looking statements are set forth in Exhibit 99.1 to
the Company's December 31, 1996, SEC Form 10-Q and incorporated herein.
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RESULTS OF OPERATIONS
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Sales for the three and six months ended March 31, 1997, of $8.7 million and
$18.4 million decreased 18.0% and 10.5%, respectively, from the comparable
prior-year periods. Reduced revenues resulted primarily from the loss of the
Company's largest customer more fully discussed in the "Overview" section above.
The Company completed final shipments to this customer during its second
quarter. Excluding activity for this customer, revenues for the three months
ended March 31, 1997, of $6.0 million increased from $5.4 million for the
comparable prior year period.
Gross profit (as a percentage of revenues) of 33.5% for the three months ended
March 31, 1997, decreased from 38.9% from the comparable prior year period
primarily due to reduced revenues. Gross profit of 39.1% for the six months
ended March 31, 1997, was relatively stable with the comparable prior year
period.
Engineering expenses increased to $1.4 million and $2.6 million from $1.0
million and $1.8 million for the three and six months ended March 31, 1997,
respectively, primarily due to increased spending to support the development of
the medical and Fluorolase products.
Selling and administrative expenses remained relatively stable for the three and
six months ended March 31, 1997, from comparable prior-year periods.
Following the loss of its largest customer, the Company adopted a reorganization
plan. In connection with the plan, the Company recorded a charge of $6.9 million
in the three months ended March 31, 1997. The charge includes a noncash $6.5
million provision for related long-lived assets, other assets and inventory, and
a $0.4 provision for related severance and other obligations. Excluding the
impact of this charge, the loss for the three months ended March 31, 1997, was
$0.5 million or $0.07 per share.
For the first quarter of fiscal 1997, the Company adopted Statement of Financial
Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." This statement requires impairment
losses be recognized on long-lived assets when indicators of impairment are
present and the fair market values of assets are estimated to be less than
carrying amounts. The adoption of this statement resulted in a $2.2 million, or
$0.32 per share, nonrecurring, pretax, noncash charge in the quarter, which
reduced certain robotic assembly equipment for the Company's Medical Products
Group to its estimated fair market value. Excluding the impact of this charge
and the charge described in the preceding paragraph, net income for the six
months ended March 31, 1997, was $0.6 million, or $0.08 per share.
Other income principally relates to interest earned on investments. For both the
current and comparable prior year periods, the Company's effective tax rate
differs from the statutory
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rate primarily due to available tax loss carryforwards. The current year
provision relates principally to state and franchise taxes.
FINANCIAL CONDITION
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The Company's working capital at March 31, 1997 of $19.6 million, decreased $6.9
million from the balance at September 30, 1996, of $26.5 million. The change in
working capital was primarily due to the February 28, 1997, acquisition of the
Sani-Spec business from C.R. Bard, Inc. for a cash payment of $5.5 million.
The Company considers its working capital position to be adequate to support its
currently planned operations.
Capital spending for the six months ended March 31, 1997, amounted to $2.1
million. This compares with $1.5 million of capital expenditures for the
comparable prior-year period. Capital spending for fiscal 1997 primarily relates
to building improvements and machinery and equipment to support the development
of new medical scopes and the Company's Fluorolase products. The Company does
not have any significant commitments for capital expenditures.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
3 Restated Certificate of Incorporation of the Registrant, as
Amended
10 1991 Stock Option Plan of the Registrant, as Amended
11 Calculation of Earnings per Share
27 Financial Data Schedule (EDGAR filing only)
b. Reports on Form 8-K:
1. On January 21, 1997, the Registrant filed a Form 8-K for a
Press Release dated January 16, 1997, regarding the
Registrant's first quarter results.
2. On March 12, 1997, the Registrant filed a Form 8-K regarding
the Asset Purchase Agreement between the Registrant and C.R.
Bard, Inc., dated February 28, 1997.
3. On March 14, 1997, the Registrant filed a Form 8-K for a
Press Release dated March 12, 1997, regarding the
Registrant's reorganization plan.
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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.
GALILEO CORPORATION
Dated: May 5, 1997 /s/ William T. Hanley
--------------------------------------
William T. Hanley, President and
Chief Executive Officer (Principal
Executive Officer)
/s/ Gregory Riedel
--------------------------------------
Gregory Riedel, Vice President,
Finance and Chief Financial Officer
(Principal Financial and Accounting
Officer)
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GALILEO CORPORATION
INDEX TO EXHIBITS
Exhibit No. Page No.
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3.1 Restated Certificate of Incorporation of the
Registrant, as Amended 15
10 1991 Stock Option Plan of the Registrant, as Amended 26
11 Calculation of Earnings Per Share 32
27 Financial Data Schedule EDGAR
Filing
Only
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