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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 33-36670
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Savin Electronics Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3061278
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
New York 212-644-6446 Israel 011 972 3 9211090
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
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.
[x] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of December 2, 1996 is 8,150,000 shares, all of one class of $.0001
par value common stock.
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TABLE OF CONTENTS
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Page No.
PART I
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Item 1. Financial Statements 3-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
and Plan of Operations 7-10
</TABLE>
<TABLE>
<CAPTION>
PART II
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Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a
Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
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SAVIN ELECTRONICS INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
($000 OMITTED)
(UNAUDITED)
ASSETS
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CURRENT ASSETS:
Cash $ 65
Trade receivables, less allowance for
doubtful accounts of $22 1706
Inventories 2502
Prepaid expenses and other assets 230
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TOTAL CURRENT ASSETS 4503
PROPERTY AND EQUIPMENT, less accumulated
depreciation of $682 525
LOANS TO SHAREHOLDERS 360
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$5388
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</TABLE>
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
<TABLE>
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CURRENT LIABILITIES:
Credits from banks and others $2778
Trade payables 1588
Accrued expenses and other liabilities 1028
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TOTAL CURRENT LIABILITIES 5394
LONG-TERM DEBT 317
SHAREHOLDERS' DEFICIENCY:
Common stock, $.0001 par value;
authorized 15,000,000 shares;
issued and outstanding 8,150,000 shares 1
Additional paid-in capital 1625
Cumulative translation adjustments 129
Accumulated deficit (2078)
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TOTAL SHAREHOLDERS' DEFICIENCY (323)
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$5388
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</TABLE>
See notes to financial statements.
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SAVIN ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($000 OMITTED)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
1996 1995 1996 1995
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SALES $ 5448 $ 4564 $ 1709 $ 1051
COST OF SALES 3699 2844 1261 738
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GROSS PROFIT 1749 1720 448 313
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OPERATING EXPENSES:
Selling, general and
administrative 1315 966 548 202
Research and development 142 135 47 27
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1457 1101 595 229
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OPERATING INCOME (LOSS) 292 619 (147) 84
FINANCIAL AND OTHER EXPENSES 509 441 135 149
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INCOME (LOSS) BEFORE INCOME TAXES (217) 178 (282) (65)
PROVISION FOR INCOME TAXES - 8 - -
-------- ------- ------- -------
NET INCOME (LOSS) $ (217) $ 170 $ (282) $ (65)
======== ======= ======= =======
EARNINGS (LOSS) PER SHARE $ (0.03) $ 0.03 $ (0.03) $ (0.01)
======== ======= ======= =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7635000 6605000 8150000 6605000
======== ======= ======= =======
</TABLE>
See notes to financial statements.
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SAVIN ELECTRONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000 OMITTED)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(217) $ 170
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 119 126
Increase in accrued severance pay 55 53
Other (10) 48
Gain on sales of marketable and other
securities - (39)
Changes in assets and liabilities:
Trade receivables 60 693
Inventories (457) (324)
Prepaid expenses and other assets (3) (22)
Trade payables 352 (371)
Accrued expenses and other
liabilities 326 (39)
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CASH PROVIDED BY OPERATING ACTIVITIES 225 295
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and
equipment (30) (63)
Proceeds from sales of marketable
and other securities - 152
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CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (30) 89
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans to shareholders (67) (36)
Decrease in credits from banks
and others (850) (261)
Decrease in long-term debt (127) (238)
Net proceeds from sale of stock 833 -
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CASH USED IN FINANCING ACTIVITIES (211) (535)
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EFFECT OF EXCHANGE RATE CHANGES ON
CASH 69 (2)
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NET INCREASE (DECREASE) IN CASH 53 (153)
CASH AT BEGINNING OF PERIOD 12 169
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CASH AT END OF PERIOD $ 65 $ 16
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</TABLE>
See notes to financial statements.
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SAVIN ELECTRONICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
1. Basis of Presentation
The financial statements include the accounts of Savin Electronics Inc.
(the "Company") and its wholly owned subsidiary Savin Electronics Ltd. (an
Israeli corporation hereinafter referred to as "SEL"). All intercompany
transactions and balances have been eliminated in consolidation.
The accompanying financial statements reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. All such adjustments are of a normal and recurring nature. The
results of operations for the interim periods presented are not necessarily
indicative of the results of future operations.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting principles,
is not required for interim reporting purposes and, has accordingly been
condensed or omitted. The accompanying financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's report filed on Form 8-K, as amended, dated March 21, 1996.
2. Acquisition
In April 1996, the Company acquired all of the outstanding shares of
SEL in exchange for 6,150,000 shares of the Company's common stock. For
accounting purposes the transaction was treated as a recapitalization of SEL
with SEL deemed to be the acquirer (reverse acquisition). The financial
statements prior to April 1996 are those of SEL.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND PLAN OF OPERATION
BACKGROUND
The Company had not had any revenues from operations from inception
through fiscal year ended March 31, 1996 and was basically an inactive public
"shell".
In September of 1995 a change in the control of the Company occurred
when pursuant to written agreement the Company's then principal stockholder and
sole officer and director resigned as both an officer and director and sold all
400,000 shares of Company common stock then owned by him (representing
approximately 88% of all then outstanding 455,000 shares of Company common
stock) to certain otherwise then wholly unaffiliated individuals and/or firms.
Thereafter and pursuant to the terms of an Acquisition Agreement
(heretofore filed with the Securities and Exchange Commission on April 4, 1996
as Exhibit A to the Company's Form 8-K with date of report of March 21, 1996)
the Company issued an aggregate of 6,150,000 shares of its common stock to two
individuals - Messrs. Meir Portnoy and Avi Pines - in exchange for all of the
issued and outstanding securities of an Israeli corporation known as Savin
Electronics Ltd. (hereinafter "SEL") thereby acquiring a wholly owned and
operating subsidiary. Additionally, the Company sold 1,545,000 shares of its
common stock in accordance with Private Placement Memorandum and forwarded net
proceeds approximating $883,000 to SEL for working capital purposes. As a result
thereof, a total of 8,150,000 shares of the Company's common stock are issued
and outstanding with Messrs. Portnoy and Pines each owning approximately 38% of
all issued and outstanding common stock of the Company.
Based upon the above, current Company plan of operations relate to
activities and operations of SEL whose business activities may be summarized as
follows:
SEL is an Israeli based manufacturer engaged in the power electronics
field with products oriented towards supplying quality power to sensitive
computer and electronics systems, utilized in large offices and industry. These
include Uninterrupted Power Supplies ("UPS"), Line Voltage Regulators, Power
Conditioners and Power Inverting and Converting equipment. SEL was established
in 1977 by a group of professionals specializing in the power electronics field
and is now one of the largest manufacturers of power electronics systems in the
State of Israel. Product portfolio includes UPS which accounts for approximately
80% of the production, thyristor power supplies, frequency converters,
inverters, telecom power supplies and inverters, power conditioners and power
conversion equipment. SEL international marketing supports in excess of 22,
exclusive (11) and non-exclusive (11), distributors carrying its product range.
Approximately 60% of its production (in unit numbers) is exported. Customers
include business, government, telecommunications, utilities and medical
facilities with the most frequent use of UPS equipment being for protection of
data processing equipment. During SEL's calendar year ended December 31, 1995
its single largest customer accounted for approximately 8.85% of total
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gross sales (with the next 3 largest customers accounting for 7.48%, 7.31% and
6.77% of gross sales). Management considers its relationship with each of its
above referenced four largest customers to be satisfactory. SEL's offices and
production facilities located in Kiryat Arie industrial zone on the outskirts of
Tel Aviv, Israel, encompassing approximately 35,000 square feet of
air-conditioned space and housing modern production facilities, testing and
research laboratories, training center for distributors and customers, a
communications center and executive and/or administrative offices. Transformer
manufacture, wiring, assembly and testing are all carried out at its factory.
The transformer facility manufactures to class H insulation. All magnetics are
vacuum impregnated and individually tested. SEL's currently held approvals
include ISO-9001 standard (under supervision of the Israeli Standards Institute)
and MIL-1- 45208 (supervised by the Israeli M.O.D.) SEL transformer
manufacturing is approved by UL (Underwriters Laboratories - USA standards
organization). SEL UPS 900 systems are listed by UL to UL standard 1778 and
Canadian standard C22.2. All systems supplied to the European Union are CE
marked. Product construction complies with major international standards. SEL
currently employs approximately 80 people in Israel, including 25 engineers and
technicians, 35 skilled production workers and 5 service engineers.
In essence, the Company's plan of operations for the next 12 months
revolve around the activities of SEL and management currently feels that the
Company can satisfy its current cash requirements without the need to raise
substantial additional funds during the next 12 months assuming it is able to
generate income (of which no assurance can be given). However, based upon recent
past performance and recent need for financing, management may either find it
necessary to and/or decide to raise additional capital during the next 12 months
if deemed necessary for Company growth and/or working capital purposes. See
"Financing" below. Management does not currently intend or expect to make any
significant or material purchase (other than possibly purchasing certain
computer systems and/or production equipment) or sale of plant within the next
12 months nor does it currently expect any significant change to occur in the
number of its employees, excepting for the fact that the Company is now
undergoing what it considers to be a "restructuring" process under the
supervision and direction of recently retained consulting companies (which
consulting companies, as hereinafter indicated, have been paid approximately
$40,000 for their services to date). The aforesaid "restructuring" process is
intended to include modernization and computerization of major operations,
downsizing in number of personnel and a complete reexamination of Company
operations and resulting expenditures in an effort to streamline operations and
reduce operating expenditures. If and to the extent that further employees are
required within specific areas same may be hired on a project by project basis.
However, no formal plans with regard to hiring of any significant number of
additional employees currently exists.
COMPARATIVE INFORMATION
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/cash flows of
the Company for the period ended September 30, 1996 and the comparative (a) nine
month periods ended September 30, 1996 and
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September 30, 1995 and (b) three month periods ended September 30, 1996 and
September 30, 1995. This discussion should be read in conjunction with the
consolidated financial statements and notes thereto included in this report.
Such consolidated financial statements include the accounts of the Company and
SEL.
Net sales for the nine months ended September 30, 1996 were $5,448,000
as compared to net sales of $4,564,000 for the nine month period ended September
30, 1995, while cost of sales increased from the comparative preceding nine
month period ended September 30, 1995 from $2,844,000 to $3,699,000 resulting in
a gross profit for the nine month period ended September 30, 1996 of $1,749,000
as compared to $1,720,000 for the comparative nine month period ended September
30, 1995. The increase in gross profits of $29,000 may be attributed to the fact
that while sales increased by $884,000, cost of sales increased by $855,000.
Operating expenses increased by $356,000 (from $1,101,000 to $1,457,000 during
the comparative nine month periods) as a result of increases during the nine
month period ended September 30, 1996 in (a) selling, general and administrative
expenses of $349,000 and (b) research and development expenses of $7,000. The
increase in selling, general and administrative expenses includes (i) payments
approximating $40,000 made to the consulting companies heretofore referred to
and (ii) a loss approximating $50,000 incurred due to cessation of business
activities heretofore conducted in the Company's South Carolina operations. As a
result of the above, operating income decreased significantly by $327,000.
Additionally, certain principal additional expenses classified as "financial and
other expenses" (which expenses include, to a great degree, bank charges and
interest on loans) increased by $68,000, thereby creating a significant decrease
in comparative net income (loss) of $387,000; the Company having had a net
income of $170,000 for the nine month period ended September 30, 1995 as
compared to a net loss of $(217,000) for the comparative nine month period ended
September 30, 1996.
Net sales for the three months ended September 30, 1996 were $1,709,000
as compared to net sales of $1,051,000 for the three month period ended
September 30, 1995, while cost of sales increased from the comparative preceding
three month period ended September 30, 1995 from $738,000 to $1,261,000
resulting in a gross profit for the three month period ended September 30, 1996
of $448,000 as compared to $313,000 for the comparative three month period ended
September 30, 1995. The increase in gross profits of $135,000 may be attributed
to the fact that while sales increased by $658,000, cost of sales increased by
$523,000. Operating expenses increased significantly by $366,000 (from $229,000
to $595,000 during the comparative three month periods) as a result of increases
during the three month period ended September 30, 1996 in (a) selling, general
and administrative expenses of $346,000 and (b) research and development
expenses of $20,000. See preceding paragraph regarding certain selling, general
and administrative expenses approximating $90,000 as regards payments made to
consulting companies and losses incurred due to cessation of business activities
at South Carolina operations. As a result of the above, operating income
decreased by $231,000. Additionally, certain principal additional expenses
classified as "financial and other expenses" (which expenses include, to a great
degree, bank charges and interest on loans) decreased by $14,000, thereby
creating a significant decrease in comparative net income (loss) of $217,000;
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the Company having had a net loss of $(65,000) for the three month period ended
September 30, 1995 as compared to a net loss of $(282,000) for the comparative
three month period ended September 30, 1996.
Total assets of the Company at September 30, 1996 amounted to
$5,388,000 while total liabilities amounted to $5,711,000 thereby resulting in a
total stockholders' deficiency of $(323,000). Total current assets at September
30, 1996 amounted to $4,503,000 while total current liabilities amounted to
$5,394,000 thereby creating a working capital deficiency of $(891,000).
FINANCING AND LIQUIDITY
Raising of capital required for operating and working capital purposes
was recently accomplished, as aforesaid, as a result of the Company having sold
1,545,000 shares of its common stock for net proceeds approximating $833,000.
From time to time certain Company stockholders have received sums of
money from the Company as loans to such shareholders. The balance due to the
Company as at September 30, 1996 was $360,000.
As hereinabove indicated, the Company incurred a net loss of
$(282,000) for the quarter ended September 30, 1996 and its cumulative net loss
for the nine month period ended September 30, 1996 amounted to $(217,000).
Therefore, if the Company is unable to operate at a profit during succeeding
quarters the raising of additional working capital may be necessary and may be
significantly more difficult to obtain on terms satisfactory to management or
otherwise. Such possible need for future financing may result by virtue of the
fact that the Company, as aforesaid, has a working capital deficiency in that
its current liabilities exceed its current assets by $891,000. In the event that
material liquidity and/or capital resource problems arise and/or significant
long term liquidity needs occur and the Company is unable to finance same
through income derived from operations then in that event management may have to
contemplate satisfying such needs through an as yet undetermined combination of
debt and/or equity financing, bank loans and/or receivable financing.
Notwithstanding the Company's ability to recently raise funds through sale of
shares of its common stock as heretofore indicated there can be no assurance
that the Company will be able to satisfy its above referenced potential needs
(if same arise) in the manner contemplated and/or in any other manner
satisfactory to the Company or otherwise.
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PART II
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Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a
Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K (1)
</TABLE>
(1) The Company filed a Form 8-K with the Securities and Exchange
Commission on November 27, 1996 with date of report of September 3,
1996, which Form 8-K indicated (at Item 5 - Other Events thereto) that
the Board of Directors of the Company at a meeting held on September 3,
1996 resolved that immediately subsequent to the close of the Company's
fiscal year ended March 31, 1996 that its year end be changed to
December 31, 1996 (thereby giving the Company a "short" nine month
year). The principal and primary reason for such change was so as to
conform the year end of the Company to that of its wholly owned and
operating Israeli subsidiary.
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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.
SAVIN ELECTRONICS INC.
/Avi Pines/
By ------------------------------
Avi Pines, Secretary
Dated: December 3, 1996
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 65
<SECURITIES> 0
<RECEIVABLES> 1,728
<ALLOWANCES> 22
<INVENTORY> 2,502
<CURRENT-ASSETS> 4,503
<PP&E> 1,207
<DEPRECIATION> 682
<TOTAL-ASSETS> 5,388
<CURRENT-LIABILITIES> 5,394
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (324)
<TOTAL-LIABILITY-AND-EQUITY> 5,388
<SALES> 5,005
<TOTAL-REVENUES> 5,448
<CGS> 3,528
<TOTAL-COSTS> 3,699
<OTHER-EXPENSES> 1,457
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 509
<INCOME-PRETAX> (217)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (217)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
