WASHINGTON SCIENTIFIC INDUSTRIES INC
10-Q, 1998-01-12
ELECTRONIC COMPONENTS, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

(Mark One)
__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended                  November 30, 1997
                               -------------------------------------------------
                                       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                0-619
                       ------------------------------------

                     Washington Scientific Industries, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant, as specified in its charter)


          Minnesota                                           41-0691607
- --------------------------------------------------------------------------------
(State or other jurisdiction of                           (I. R. S. Employer
  incorporation of organization)                          Identification No.)


         Long Lake, Minnesota                                    55356
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                                 (612) 473-1271
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
- --------------------------------------------------------------------------------
         (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.    Yes __X__  No _____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         2,429,980 Common Shares were outstanding as of December 31, 1997.

<PAGE>


                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.

                                 AND SUBSIDIARY

                                      INDEX

<TABLE>
<CAPTION>
                                                                                   Page No.
                                                                                   --------
<S>                                                                                   <C>
PART I.  FINANCIAL INFORMATION:

         Item 1.  Financial Statements

                  Consolidated Balance Sheets November 30, 1997 (Unaudited)
                  and August 31, 1997                                                  3

                  Consolidated Statements of Operations
                  Thirteen weeks ended November 30, 1997 and November 24, 1996
                  (unaudited)                                                          4

                  Consolidated Statements of Cash Flows
                  Thirteen weeks ended November 30, 1997 and November 24, 1996
                  (unaudited)                                                          5

                  Notes to Consolidated Financial Statements (unaudited)               6

         Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                             7, 8

PART II. OTHER INFORMATION:

         Item 5.  Exhibits and Reports on Form 8-K                                     9

         Signatures                                                                    9

</TABLE>

<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.
                                 AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                           November 30,    August 31,
Assets                                         1997           1997
                                           -----------    -----------

Current Assets:
     Cash and cash equivalents             $ 2,820,202    $ 2,847,598
     Accounts receivable                     2,713,621      2,545,318
     Inventories - work-in-process           1,368,147      1,356,438
     Prepaid and other current assets           71,254         89,155
                                           -----------    -----------
          Total Current Assets               6,973,224      6,838,509

Property, Plant and Equipment                6,160,179      5,952,023

Other Long Term Assets                             525            525
                                           -----------    -----------
                                           $13,133,928    $12,791,057
                                           ===========    ===========



Liabilities and Stockholders' Equity

Current Liabilities:
     Notes payable                         $         0    $         0
     Trade accounts payable                  1,310,489      1,153,995
     Salaries, wages, and withholdings         365,227        411,102
     Miscellaneous accrued expenses          1,284,446      1,031,931
     Current portion of long-term debt         682,296      1,000,679
                                           -----------    -----------
          Total Current Liabilities          3,642,458      3,597,707

Long-term Debt, less current portion         2,744,230      2,671,153

Long-term Pension Liability                    445,323        467,073

Stockholders' Equity:

     Common stock issued, 2,428,980 and
          2,428,980 shares respectively        242,898        242,898
     Capital in excess of par value          1,528,785      1,528,785
     Retained earnings                       4,530,234      4,283,441
                                           -----------    -----------
          Total Stockholders' Equity         6,301,917      6,055,124
                                           -----------    -----------
                                           $13,133,928    $12,791,057
                                           ===========    ===========

See notes to consolidated financial statements.

<PAGE>


                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                    13 weeks ended
                                             ----------------------------
                                             November 30,    November 24,
                                                 1997            1996
                                             -----------     -----------

Net sales                                    $ 5,313,700     $ 5,590,588

Cost of products sold                          4,508,624       4,813,720
                                             -----------     -----------

     Gross margin                                805,076         776,868

Selling and administrative expense               526,139         518,187

Interest and other income                        (21,456)       (456,480)

Interest and other expense                        44,600          92,573
                                             -----------     -----------
Earnings from operations
     before income taxes                         255,793         622,588

Income taxes                                       9,000           5,800
                                             -----------     -----------


Earnings from operations                     $   246,793     $   616,788
                                             ===========     ===========


Net earnings  per share                      $      0.10     $      0.25
                                             ===========     ===========


Weighted average number of common and
     common equivalent shares outstanding      2,544,227       2,458,738
                                             ===========     ===========


See notes to consolidated financial statements.

<PAGE>


                      WASHINGTON SCIENTIFIC INDUSTRIES,INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               13 weeks ended
                                                                        ----------------------------
                                                                        November 30,    November 24,
                                                                            1997           1996
                                                                        -----------     -----------
<S>                                                                     <C>             <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net earnings                                                     $   246,793     $   616,788
            Adjustments to reconcile net earnings to net cash
                 provided by operating activities:
                 Gain on sale of property, plant & equipment                   --          (432,445)
                 Depreciation and amortization                              279,000         426,961
                 Increase (decrease) in pension liability                   (21,750)          2,143
            Changes in assets and liabilities:
                 (Increase) in accounts receivable                         (168,303)       (952,912)
                 (Increase) decrease in inventories                         (11,709)        110,847
                 (Increase) decrease in prepaid expenses                     17,901          (7,945)
                 Increase (decrease) in accounts payable and
                     accrued expenses                                        44,751         355,600
                                                                        -----------     -----------
            Net cash provided by operating activities                       386,683         119,037

CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of equipment                                           --         448,000
       Purchases of property, plant & equipment                            (487,156)        (90,988)
                                                                        -----------     -----------
            Net cash provided by (used in) investing activities            (487,156)        357,012

CASH FLOWS FROM FINANCING ACTIVITIES:
       Payments of long-term debt                                            73,077        (265,123)
       Issuance of common stock                                                --             2,500
                                                                        -----------     -----------
            Net cash provided by (used in) financing activities              73,077        (262,623)
                                                                        -----------     -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   (27,396)        213,426

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                            2,847,598       1,642,739
                                                                        -----------     -----------

CASH AND CASH EQUIVALENTS AT END OF REPORTING PERIOD                    $ 2,820,202     $ 1,856,165
                                                                        ===========     ===========

SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for:
            Interest                                                    $    44,579     $    94,187
            Income taxes                                                $    27,250     $     2,050
       Noncash investing and financing activities:
            Aquisition of machinery through capital lease                         0               0

</TABLE>

See notes to consolidated financial statements.

<PAGE>


                     WASHINGTON SCIENTIFIC INDUSTRIES, INC.

                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       CONSOLIDATED FINANCIAL STATEMENTS:

                  The consolidated balance sheet as of November 30, 1997, the
         consolidated statements of earnings for the thirteen weeks ended
         November 30, 1997 and November 24, 1996 and the consolidated statements
         of cash flows for the thirteen weeks then ended, respectively, have
         been prepared by the Company without audit. In the opinion of
         management, all adjustments (which include normal recurring
         adjustments) necessary to present fairly the financial position,
         results of operations and cash flows for all periods presented have
         been made.

                  The balance sheet at August 31, 1997, is derived from the
         audited balance sheet as of that date. Certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted. Therefore, these condensed consolidated financial
         statements should be read in conjunction with the financial statements
         and notes thereto included in the Company's 1997 annual report to
         shareholders. The results of operations for interim periods are not
         necessarily indicative of the operating results for the full year.

2.       DEBT AND LINE OF CREDIT:

                  On April 30, 1997, the Company amended its agreement with the
         bank for its debt and its line of credit. The agreement requires
         principal payments of $37,500 per month with the loan balance due at
         March 31, 2000. The fair value of the term debt is estimated to be its
         carrying value since the debt has a variable interest rate. At November
         30, 1997, and November 24, 1996 there was no balance outstanding on the
         line of credit under this agreement.

3.       EARNINGS PER SHARE:

                  In February 1997, the Financial Accounting Standards Board
         issued Statement of Financial Accounting Standards (SFAS) No. 128,
         EARNINGS PER SHARE, which is required to be adopted for the year ending
         August 30, 1998. 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 basic
         earnings per share, the dilutive effect of stock options will be
         excluded. The impact is expected to result in an increase in basic
         earnings per share of $.00 in the quarter ended November 30, 1997 and
         $.01 in the quarter ended November 24, 1996. The impact of Statement
         128 on the calculation of fully diluted earnings per share for these
         quarters is not expected to be material.

<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                       and

                              RESULTS OF OPERATIONS

Results of Operations:

                  Net sales of $5,314,000 for the quarter ending November 30,
         1997 decreased $277,000 or 5.0% from the first quarter of the prior
         year. Primary changes in sales included a decrease in the small engines
         market of $222,000 and a decrease in the industrial compressor market
         of $52,000.

                  Gross margin improved to 15.2% of sales in the first quarter
         of fiscal 1998 compared to 13.9% in the prior year's first quarter. The
         improved gross margin can be primarily attributed to cost reductions
         related to lower headcount, reduced depreciation expense and increased
         manufacturing efficiencies.

                  Selling and administrative expense of $526,000 was comparable
         to the first quarter of the prior year.

                  Interest and other income was $435,000 lower than the
         comparable quarter of the prior year. The prior year quarter included
         $410,000 net gain from the disposition of excess equipment related to
         completed or discontinued manufacturing programs.

                  Interest and other expense of $45,000 decreased $42,000 from
         the prior year's first quarter because of lower term debt balances.

                  In the first quarter of fiscal 1998, the Company recorded a
         $9,000 tax provision to cover mandatory state income taxes and
         estimated federal income taxes, and was able to recognize the benefit
         of a portion of its net operating loss carryforwards. The Company has
         not recorded the benefit of net operating losses and other net
         deductible temporary differences in the consolidated statement of
         operations due to the fact that the Company has not been able to
         establish that it is more likely than not that the tax benefits will be
         realized.

Liquidity and Capital Resources:

                  On November 30, 1997, working capital was $3,331,000 compared
         to $3,241,000 at August 31, 1997, an increase of $90,000, due primarily
         to an increase in accounts receivable. The ratio of current assets to
         current liabilities at November 30, 1997 and August 31, 1997 was 1.91
         to 1.0 and 1.90 to 1.0, respectively.

                  On November 30, 1997, the Company did not have a balance due
         on notes payable to the bank. As of that date the Company had cash and
         cash equivalents of $2,820,202.

<PAGE>


                  It is management's belief that its internally generated funds
         combined with the line of credit will be sufficient to enable the
         Company to meet its financial requirements during fiscal 1998.

                  The Company is aware of the issues associated with the
         programming code in existing computer systems as the year 2000
         approaches. The Company has evaluated the risks associated with the
         "Year 2000" problem and has determined that the cost of addressing the
         Year 2000 issue will be an immaterial event for the Company and will
         not affect the Company's financial position or result of operation.

         Cautionary Statement:

                  The statements included herein which are not historical or
         current facts are "forward-looking statements" made pursuant to the
         safe harbor provisions of the Private Securities Reform Act of 1995.
         There are certain important factors which could cause actual results to
         differ materially from those anticipated by some of the statements made
         herein, including the Company's ability to obtain additional
         manufacturing programs and retain current programs and other factors
         detailed from time to time in the Company's SEC reports, including the
         report on Form 10-K for the year ended August 31, 1997.

<PAGE>


PART II.  OTHER INFORMATION:

          Item 5.  Exhibits and Reports on Form 8-K:

                   A.  Exhibit 27. Financial Data Schedule

                   B.  There were no reports on Form 8-K filed for the thirteen
                       weeks ended November 30, 1997.


                                   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.

                                          WASHINGTON SCIENTIFIC INDUSTRIES, INC.


Date:  January 9, 1998
                                          /s/ Michael J. Pudil
                                          --------------------------------------
                                          Michael J. Pudil, President & CEO


Date:  January 9, 1998
                                          /s/ James J. Valento
                                          --------------------------------------
                                          James J. Valento, Vice President & CFO


<TABLE> <S> <C>


<ARTICLE> 5
       
<S>                                  <C>
<PERIOD-TYPE>                        3-MOS
<FISCAL-YEAR-END>                                    AUG-30-1998
<PERIOD-END>                                         NOV-30-1997
<CASH>                                                 2,820,202
<SECURITIES>                                                   0
<RECEIVABLES>                                          2,763,621
<ALLOWANCES>                                              50,000
<INVENTORY>                                            1,368,147
<CURRENT-ASSETS>                                       6,973,224
<PP&E>                                                22,178,761
<DEPRECIATION>                                        16,018,582
<TOTAL-ASSETS>                                        13,133,928
<CURRENT-LIABILITIES>                                  3,642,458
<BONDS>                                                2,744,230
                                          0
                                                    0
<COMMON>                                                 242,898
<OTHER-SE>                                             6,059,019
<TOTAL-LIABILITY-AND-EQUITY>                          13,133,928
<SALES>                                                5,313,700
<TOTAL-REVENUES>                                       5,313,700
<CGS>                                                  4,508,624
<TOTAL-COSTS>                                          4,508,624
<OTHER-EXPENSES>                                         504,683
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                        44,600
<INCOME-PRETAX>                                          255,793
<INCOME-TAX>                                               9,000
<INCOME-CONTINUING>                                      246,793
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                             246,793
<EPS-PRIMARY>                                               0.10
<EPS-DILUTED>                                               0.00
        


</TABLE>


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