<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended June 30, 2000
[ ] Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from ____________ to ______________
Commission file number 0-29024
BENTHOS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Massachusetts 04-2381876
(State or Other Jurisdiction of (I. R. S. Employer
Incorporation or Organization) Identification No.)
49 Edgerton Drive, North Falmouth, Massachusetts 02556
(Address of Principal Executive Offices)
(508) 563-1000
Issuer's Telephone Number Including Area Code
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
-------- --------
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Common Stock par value $.06 2/3 1,379,036
(Class) (Outstanding stock at August 8, 2000)
Transitional Small Business Disclosure Format (check one):
Yes No X
-------- --------
<PAGE>
2
BENTHOS, INC. AND SUBSIDIARY
FORM 10-QSB
FOR THE THIRTEEN WEEKS AND THIRTY-NINE WEEKS ENDED
JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Face Sheet 1
Index 2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited) 3
June 30, 2000 and
September 30, 1999
Condensed Consolidated Statements of Earnings (unaudited) 4
Thirteen Weeks And Thirty-Nine Weeks Ended
June 30, 2000 and
June 30, 1999
Condensed Consolidated Statements of Cash Flow (unaudited) 5
Thirty-Nine Weeks Ended
June 30, 2000 and
June 30, 1999
Notes to Financial Statements 6-8
Item 2. Management's Discussion and Analysis 9-13
of Financial Condition and Results
of Operations
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
</TABLE>
<PAGE>
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
Benthos, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
(unaudited)
Assets June 30, 2000 September 30, 1999
--------------------- ---------------------
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 1,394 $ 2,930
Accounts Receivable, Net 3,642 2,432
Inventories 4,542 4,794
Prepaid Expenses and Other Current Assets 116 734
Deferred Tax Asset 1,299 1,299
-------------- --------------
Total Current Assets 10,993 12,189
Property, Plant and Equipment, Net 2,136 1,779
Other Assets, Net 4,635 4,819
-------------- --------------
$ 17,764 $ 18,787
============== ==============
Liabilities and Stockholders' Investment
Current Liabilities:
Current Maturities of Long Term Debt $ 786 $ 786
Accounts Payable 972 1,292
Accrued Expenses 1,798 2,311
Customer Deposits 230 391
-------------- --------------
Total Current Liabilities 3,786 4,780
-------------- --------------
Long-Term Debt, Net of Current Maturities 4,060 4,649
Stockholders' Investment:
Common Stock, $.06 2/3 par value-
Authorized - 7,500 shares
Issued - 1,653 shares at June 30, 2000
and 1,649 at September 30, 1999 110 110
Capital in Excess of Par Value 1,569 1,546
Retained Earnings 8,900 8,437
Treasury Stock, at Cost (661) (735)
-------------- --------------
Total Stockholders' Investment 9,918 9,358
-------------- --------------
$ 17,764 $ 18,787
============== ==============
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
<PAGE>
4
Benthos, Inc. and Subsidiary
Condensed Consolidated Statements of Earnings
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $ 5,004 $ 4,730 $ 15,652 $ 12,926
Cost of Sales 3,042 2,663 8,966 7,384
-------- -------- -------- --------
Gross Profit 1,962 2,067 6,686 5,542
Selling, General &
Administrative Expenses 1,188 1,193 4,133 3,269
Research and Development
Expenses 348 331 1,270 961
Amortization of Goodwill
and Other Acquired
Intangibles 126 -- 380 --
-------- -------- -------- --------
Income from Operations 300 543 903 1,312
Interest Income 20 44 61 118
Interest Expense (97) -- (302) --
-------- -------- -------- --------
Income before Provision
for Income Taxes 223 587 662 1,430
Provision for Income Taxes 67 176 199 429
-------- -------- -------- --------
Net Income $ 156 $ 411 $ 463 $ 1,001
======== ======== ======== ========
Basic Earnings Per Share $ 0.11 $ 0.30 $ 0.34 $ 0.74
======== ======== ======== ========
Diluted Earnings Per Share $ 0.11 $ 0.29 $ 0.33 $ 0.72
======== ======== ======== ========
Weighted Average
Common Shares Outstanding 1,379 1,355 1,375 1,353
======== ======== ======== ========
Weighted Average
Common Shares Outstanding,
Assuming Dilution 1,415 1,415 1,416 1,395
======== ======== ======== ========
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
<PAGE>
5
Benthos, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flow
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
June 30, 2000 June 30, 1999
-------------- --------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 463 $ 1,001
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 859 377
Changes in Assets and Liabilities:
Accounts Receivable (1,210) 767
Inventories 252 (976)
Prepaid Expenses 618 568
Accounts Payable & Accrued Expenses (833) 47
Customer Deposits (161) (32)
-------------- --------------
Net Cash (Used In) Provided by Operating Activities (12) 1,752
-------------- --------------
Cash Flows from Investing Activities:
Purchases of Property, Plant & Equipment (686) (76)
(Increase) Decrease in Other Assets (272) 213
-------------- --------------
Net Cash (Used In) Provided by Investing Activities (958) 137
-------------- --------------
Cash Flows from Financing Activities:
Exercise of Stock Options 23 15
Payments on long-term debt, net (589) --
-------------- --------------
Net Cash (Used In) Provided by Financing Activities (566) 15
-------------- --------------
Net (Decrease) Increase in Cash and Cash Equivalents (1,536) 1,904
Cash and Cash Equivalents, Beginning of Period 2,930 2,509
-------------- --------------
Cash and Cash Equivalents, End of Period $ 1,394 $ 4,413
============== ==============
Supplemental Disclosure of Cash Flow Information:
Interest Paid $ 302 $ --
============== ==============
Income Taxes Paid, Net of Refunds $ 248 $ 179
============== ==============
Supplemental Disclosure of Noncash Activities:
Sale of Treasury Stock to the Company's ESOP $ 74 $ 42
============== ==============
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
<PAGE>
6
Benthos, Inc. and Subsidiary
Notes to Financial Statements
(In thousands, except per share amounts)
1. Fiscal Periods
The fiscal year of Benthos, Inc. (the Company) ends on September 30 each year.
Interim quarters are comprised of 13 weeks unless otherwise noted and end on the
Sunday closest to December 31, March 31, and June 30. All references in the
unaudited condensed consolidated financial statements to fiscal periods ended on
December 31, March 31, or June 30 mean the interim quarters referred to above.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission regarding interim financial reporting. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and should be
read in conjunction with the consolidated financial statements and notes thereto
for the fiscal year ended September 30, 1999, included in the Company's
previously filed Form 10-KSB. The accompanying condensed consolidated financial
statements reflect all adjustments (consisting solely of normal, recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods presented. The results of
operations for the interim period are not necessarily indicative of the results
to be expected for the full fiscal year. Certain reclassifications have been
made to the 1999 financial statements to conform with the 2000 presentation.
3. Acquisition
On August 19, 1999, the Company acquired substantially all of the assets and
assumed certain liabilities of Datasonics, Inc. for approximately $6,880,
including acquisition costs. The acquisition was accounted for using the
purchase method of accounting in accordance with Accounting Principles Board
Opinion No. 16. Accordingly, the results of the operations of Datasonics have
been included in the accompanying consolidated financial statements from the
date of acquisition.
Unaudited pro forma operating results for the Company, assuming the acquisition
of Datasonics occurred on October 1, 1998 are as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 30, June 30,
1999 1999
---------- ----------
<S> <C> <C>
Pro forma net sales $ 7,363 $ 19,759
======== ========
Pro forma net income $ 579 $ 1,077
======== ========
Pro forma net income per share -
Basic $ .43 $ .80
======== ========
Diluted $ .41 $ .77
======== ========
</TABLE>
<PAGE>
7
4. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market and
consist of the following:
<TABLE>
<CAPTION>
June 30, 2000 September 30, 1999
----------------- ---------------------
<S> <C> <C>
Raw Materials $ 387 $ 891
Work-in-Process 4,142 3,861
Finished Goods 13 42
---------- ---------
$ 4,542 $ 4,794
========== =========
</TABLE>
5. Earnings Per Share
Basic earnings per share excludes the effect of dilutive securities and is
computed by dividing net earnings by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. Diluted earnings per
share is computed based upon the weighted average number of common shares and
dilutive common equivalent shares outstanding. Common stock options have a
dilutive effect on earnings per share in all periods and are therefore included
in the computation of diluted earnings per share. The Company has stock options
for 197 shares of common stock in the thirteen and thirty-nine week periods
ended June 30, 2000 and had options for 92 shares of common stock in the
thirteen and thirty-nine week periods ended June 30, 1999, which have not been
included in computing diluted earnings per share as they are antidilutive.
A reconciliation of basic and diluted shares outstanding is as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 30, June 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average of common
shares outstanding 1,379 1,355 1,375 1,353
Potential common shares
pursuant to stock options 36 60 41 42
-------- -------- ------- -------
Diluted weighted average shares 1,415 1,415 1,416 1,395
======== ======== ======= =======
</TABLE>
<PAGE>
8
6. Segment Reporting
The Company views its operations and manages its business as two segments,
Undersea Systems and Container Inspection Systems, as being strategic
business units that offer different products. The Company evaluates
performance of its operating segments based on revenues from external
customers, income from operations and identifiable assets.
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales to Unaffiliated Customers:
Undersea Systems $ 3,896 $ 3,421 $ 11,370 $ 9,744
Container Inspection Systems 1,108 1,309 4,282 3,182
-------- -------- -------- --------
Total $ 5,004 $ 4,730 $ 15,652 $ 12,926
Income (Loss) From Operations:
Undersea Systems $ 377 $ 545 $ 686 $ 1,506
Container Inspection Systems (77) (2) 217 (194)
-------- -------- -------- --------
Total $ 300 $ 543 $ 903 $ 1,312
Identifiable Assets:
Undersea Systems $ 12,226 $ 4,275
Container Inspection Systems 2,336 1,963
Corporate Assets 3,202 5,468
-------- --------
Total $ 17,764 $ 11,706
</TABLE>
Revenues by geographic area were as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 30, June 30,
Geographic Area 2000 1999 2000 1999
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
United States $ 3,671 $ 2,417 $ 9,792 $ 5,514
Norway 121 143 391 1,689
United Kingdom 205 397 571 1,496
Other 1,007 1,773 4,898 4,227
-------- -------- -------- --------
Total $ 5,004 $ 4,730 $ 15,652 $ 12,926
</TABLE>
<PAGE>
9
Item 2.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Dollars in thousands)
Results of Operations -- Third quarter of fiscal year 2000 compared with third
quarter of fiscal year 1999.
The following table presents, for the periods indicated, the percentage
relationship of Condensed Consolidated Statements of Earnings items to total
sales:
<TABLE>
<CAPTION>
Thirteen Weeks Ended
June 30, 2000 June 30, 1999
----------------------- ------------------------
<S> <C> <C>
Net Sales 100.0% 100.0%
Cost of Sales 60.8% 56.3%
-------------- --------------
Gross Profit 39.2% 43.7%
Selling, General & Administrative Expenses 23.7% 25.2%
Research and Development Expenses 7.0% 7.0%
Amortization of Goodwill and Other
Acquired Intangibles 2.5% --
-------------- --------------
Income from Operations 6.0% 11.5%
Interest Income .4% .9%
Interest Expense (1.9)% --
-------------- --------------
Income Before Provision for Income Taxes 4.5% 12.4%
Provision for Income Taxes 1.4% 3.7%
-------------- --------------
Net Income 3.1% 8.7%
============== ==============
</TABLE>
Sales. Net sales increased by 5.8% in the third quarter of fiscal year 2000 to
$5,004 as compared to $4,730 in the third quarter of fiscal year 1999. Sales of
the Undersea Systems Division increased by 13.9% to $3,896 in the third quarter
of fiscal year 2000 as compared to $3,421 in the third quarter of fiscal year
1999. The increase resulted mainly from the inclusion of the sales of the
product lines acquired from Datasonics, Inc. in August 1999, which were not in
the results of the third quarter of fiscal year 1999, and reduced sales of some
of the Company's traditional Undersea Systems Division's products, including
remotely operated vehicles (ROV's) in the third quarter of fiscal year 2000 as
compared to the third quarter of fiscal year 1999. Sales of the Container
Inspection Systems Division decreased by 15.4% to $1,108 in the third quarter of
fiscal year 2000 as compared to $1,309 in the third quarter of fiscal year 1999.
The decrease resulted largely from the timing of customer orders.
Gross Profit. Gross Profit decreased by 5.1% to $1,962 for the third quarter of
fiscal year 2000 as compared to $2,067 for the third quarter of fiscal year
1999. As a percentage of sales, gross profit was 39.2% in the third quarter of
fiscal year 2000 as compared to 43.7% in the third quarter of fiscal year 1999.
The decrease in gross profit percentage is attributed primarily to the higher
sales mix of Undersea Systems Division products, which carry a lower gross
profit than the products of the Container Inspection Systems Division.
<PAGE>
10
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by .4% to $1,188 for the third quarter of
fiscal year 2000 as compared to $1,193 in the third quarter of fiscal year
1999. As a percentage of sales, selling, general and administrative expenses
decreased to 23.7% in the third quarter of fiscal year 2000 as compared to
25.2% for the third quarter of fiscal year 1999. The decrease in selling,
general, and administrative expenses in dollars and in percentage of sales is
a result of expense controls and is partially offset by the inclusion of
expenses related to the acquisition of Datasonics, Inc. in August 1999, which
were not in the results of the third quarter of fiscal year 1999.
Research and Development Expenses. Research and development expenses
increased 5.1% to $348 for the third quarter of fiscal year 2000 as compared
to $331 in the third quarter of fiscal year 1999. As a percentage of sales,
research and development expenses were 7.0% of sales in the third quarters of
fiscal years 2000 and 1999. The increase in the overall level of expenditures
is due to investments in new product development as well as the inclusion of
the operating results of the acquisition of Datasonics, Inc. in August 1999
which were not included in the results of the third quarter of fiscal year
1999. The level of expenditures is consistent with the Company's current
operational plans.
Amortization of Goodwill and Other Acquired Intangibles. Amortization of
goodwill and other acquired intangibles was $126 in the third quarter of fiscal
year 2000 as a result of the acquisition of substantially all of the assets of
Datasonics, Inc. in August 1999.
Interest Income. Interest income decreased to $20 in the third quarter of fiscal
year 2000 as compared to $44 in the third quarter of fiscal year 1999. The
decrease in interest income was a result of lower invested cash balances, due in
part to the acquisition of Datasonics, Inc.
Interest Expense. Interest expense was $97 in the third quarter of fiscal year
2000. There was no interest expense in the third quarter of fiscal year 1999.
The increase in interest expense dollars was a result of the bank loan made in
August 1999 to finance the acquisition of Datasonics, Inc.
Provision for Income Taxes. The provision for income taxes decreased to $67 in
the third quarter of fiscal year 2000 as compared to $176 in the third quarter
of fiscal year 1999. The effective tax rate used in the third quarters of fiscal
years 2000 and 1999 was 30.0%. The rate used in the third quarters of fiscal
years 2000 and 1999 is lower than the statutory rate due primarily to the
benefit from the Company's Foreign Sales Corporation.
<PAGE>
11
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Dollars in thousands)
Results of Operations - First three quarters of fiscal year 2000 compared with
the first three quarters of fiscal year 1999.
The following table presents, for the periods indicated, the percentage
relationship of Condensed Consolidated Statements of Earnings items to total
sales:
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
June 30, 2000 June 30, 1999
----------------- -----------------
<S> <C> <C>
Net Sales 100.0% 100.0%
Cost of Sales 57.3% 57.1%
------------ ------------
Gross Profit 42.7% 42.9%
Selling, General & Administrative Expenses 26.4% 25.3%
Research and Development Expenses 8.1% 7.4%
Amortization of Goodwill and
Other Acquired Intangibles 2.4% --
------------ ------------
Income from Operations 5.8% 10.2%
Interest Income .4% .9%
Interest Expense (1.9)% --
------------ ------------
Income Before Provision for Income Taxes 4.3% 11.1%
Provision for Income Taxes 1.3% 3.4%
------------ ------------
Net Income 3.0% 7.7%
============ ============
</TABLE>
Sales. Net sales increased by 21.1% in the first three quarters of fiscal year
2000 to $15,652 as compared to $12,926 in the first three quarters of fiscal
year 1999. Sales of the Undersea Systems Division increased by 16.7% to $11,370
in the first three quarters of fiscal year 2000 as compared to $9,744 in the
first three quarters of fiscal year 1999. The increase resulted mainly from the
inclusion of the sales of the product lines acquired from Datasonics, Inc. in
August 1999, which were not in the results of the first three quarters of fiscal
year 1999, and reduced sales of hydrophones and remotely operated vehicles
(ROV's) in the first three quarters of fiscal year 2000 as compared to the first
three quarters of fiscal year 1999. Sales of the Container Inspection Systems
Division increased by 34.6% to $4,282 in the first three quarters of fiscal year
2000 as compared to $3,182 in the first three quarters of fiscal year 1999. The
increase resulted largely from the timing of customer orders.
Gross Profit. Gross Profit increased by 20.6% to $6,686 for the first three
quarters of fiscal year 2000 as compared to $5,542 for the first three quarters
of fiscal year 1999. As a percentage of sales, gross profit was 42.7% in the
first three quarters of fiscal year 2000 as compared to 42.9% in the first three
quarters of fiscal year 1999. The decrease in gross profit percentage is
attributed primarily to product mix.
<PAGE>
12
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 26.4% to $4,133 for the first three
quarters of fiscal year 2000 as compared to $3,269 in the first three quarters
of fiscal year 1999. As a percentage of sales, selling, general and
administrative expenses increased to 26.4% in the first three quarters of fiscal
year 2000 as compared to 25.3% for the first three quarters of fiscal year 1999.
The increase in selling, general, and administrative expenses in dollars and in
percentage of sales is a result of the inclusion of expenses related to the
acquisition of Datasonics, Inc. in August 1999, which were not in the results of
the first three quarters of fiscal year 1999, and other corporate expenses.
Research and Development Expenses. Research and development expenses increased
32.2% to $1,270 for the first three quarters of fiscal year 2000 as compared to
$961 in the first three quarters of fiscal year 1999. As a percentage of sales,
research and development expenses increased to 8.1% of sales in the first three
quarters of fiscal year 2000 from 7.4% in the first three quarters of fiscal
year 1999. The increase in the overall level of expenditures and percentage to
sales is due to investments in new product development as well as the inclusion
of the operating results of the acquisition of Datasonics, Inc. in August 1999
which were not included in the results of the first three quarters of fiscal
year 1999. The level of expenditures is consistent with the Company's current
operational plans.
Amortization of Goodwill and Other Acquired Intangibles. Amortization of
goodwill and other acquired intangibles was $380 in the first three quarters of
fiscal year 2000 as a result of the acquisition of substantially all of the
assets of Datasonics, Inc. in August 1999.
Interest Income. Interest income decreased to $61 in the first three quarters of
fiscal year 2000 as compared to $118 in the first three quarters of fiscal year
1999. The decrease in interest income was a result of lower invested cash
balances, due in part to the acquisition of Datasonics, Inc.
Interest Expense. Interest expense was $302 in the first three quarters of
fiscal year 2000. There was no interest expense in the first three quarters of
fiscal 1999. The increase in interest expense dollars was a result of the bank
loan made in August 1999 to finance the acquisition of Datasonics, Inc.
Provision for Income Taxes. The provision for income taxes decreased to $199 in
the first three quarters of fiscal year 2000 as compared to $429 in the first
three quarters of fiscal year 1999. The effective tax rate used in the first
three quarters of fiscal years 2000 and 1999 was 30.0%. The rate used in the
first three quarters of fiscal years 2000 and 1999 is lower than the statutory
rate due primarily to the benefit from the Company's Foreign Sales Corporation.
Liquidity and Capital Resources. The Company's cash and cash equivalents
decreased $1,536 from September 30, 1999 to June 30, 2000. Cash of $12 was used
in operating activities. Inventories provided $252 as inventory reduction
efforts continued to be successful. Accounts receivable increased by $1,210 as a
result of increased shipments and higher shipments in the latter part of the
third quarter. Accounts payable and accrued expenses used $833 as a result of
profit sharing payments and inventory reduction. Cash of $958 was used in
investing activities. Purchases of plant and equipment used $686 and other
assets (including goodwill) used $272. Financing activities used $566 as
payments of $589 were made on the long term debt used to finance a portion of
the Datasonics acquisition in August 1999. The Company has a $2,000 secured line
of credit with a bank expiring on January 31, 2001. At June 30, 2000 there were
no amounts outstanding under this line of credit. The Company believes it is
well positioned to finance future working capital requirements and capital
expenditures during the next twelve months through cash on hand, current
earnings and available credit facilities.
YEAR 2000 UPDATE
The Company has monitored its Year 2000 program, and as of this date, no
material problems have arisen since the end of calendar year 1999. All of the
Company's computer systems are Year 2000 ready and no technology projects have
been delayed due to the Year 2000 date change.
<PAGE>
13
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995.
The statements in this Quarterly Report on Form 10-QSB and in oral statements
which may be made by representatives of the Company relating to plans,
strategies, economic performance and trends and other statements that are not
descriptions of historical facts may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking information is inherently subject to risks and
uncertainties, and actual results could differ materially from those currently
anticipated due to a number of factors which include: the timing of large
project orders, competitive factors, shifts in customer demand, government
spending, economic cycles, availability of financing as well as the factors
described in this report. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described herein as anticipated,
believed, estimated, expected or intended.
<PAGE>
14
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits The exhibits set forth in the
Exhibit Index on the following page
are filed herewith as a part of this
report.
(b) Reports on Form 8-K
None
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.
BENTHOS, INC
By /s/ Francis E. Dunne, Jr.
Francis E. Dunne, Jr.
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)
DATE: August 8, 2000
<PAGE>
BENTHOS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C>
3.1 Restated Articles of Organization (1)
3.2 Articles of Amendment dated April 28, 1997 (2)
3.3 Articles of Amendment dated April 20, 1998 (5)
3.4 By-Laws (1)
3.5 By-Law Amendments adopted January 23, 1998 (4)
4.1 Common Stock Certificate (1)
10.1 Employment Contract with Samuel O. Raymond (1)
10.2 Amendment to Employment Contract with Samuel
O. Raymond (2)
10.3 Employment Contract with John L. Coughlin (1)
10.4 Amended and Restated Employment Agreement with
John L. Coughlin (10)
10.5 Employment Agreement with Francis E. Dunne,
Jr.
10.6 Employee Stock Ownership Plan (1)
10.7 First Amendment to Employee Stock Ownership
Plan (2)
10.8 Second Amendment to Employee Stock Ownership
Plan (8)
10.9 Third Amendment to Employee Stock Ownership
Plan (8)
10.10 Fourth Amendment to Employee Stock Ownership
Plan
10.11 Fifth Amendment to Employee Stock Ownership
Plan
10.12 401(k) Retirement Plan (1993)(1)
<PAGE>
Exhibit
-------
10.13 First Amendment to 401(k) Retirement Plan (2)
10.14 Second Amendment to 401(k) Retirement Plan (2)
10.15 Third Amendment to 401(k) Retirement Plan (3)
10.16 401(k) Retirement Plan (1999)(8)
10.17 First Amendment to 1999 401(k) Retirement Plan
10.18 Second Amendment to 1999 401(k) Retirement
Plan
10.19 Supplemental Executive Retirement Plan (1)
10.20 1990 Stock Option Plan (1)
10.21 Stock Option Plan for Non-Employee Directors (1)
10.22 1998 Non-Employee Directors' Stock Option Plan (4)
10.23 Benthos, Inc. 2000 Stock Incentive Plan (9)
10.24 License Agreement between the Company and The
Penn State Research Foundation dated December
13, 1993 (1)
10.25 Technical Consultancy Agreement between the
Company and William D. McElroy dated July 12,
1994 (1)
10.26 Technical Consultancy Agreement between the
Company and William D. McElroy dated October
1, 1996 (3)
10.27 General Release and Settlement Agreement
between the Company and Lawrence W. Gray
dated February 8, 1996 (1)
10.28 Line of Credit Loan Agreement between the Company
and Cape Cod Bank and Trust Company dated September
24, 1990, as amended (1)
10.29 Commercial Mortgage Loan Extension and
Modification Agreement between the Company
<PAGE>
Exhibit
-------
and Cape Cod Bank and Trust Company, dated
July 6, 1994 (1)
10.30 Credit Agreement between the Company and Cape
Cod Bank and Trust Company dated August 18,
1999 (8)
10.31 License Agreement between the Company and
Optikos Corporation dated July 29, 1997 (3)
10.32 Hydrophone License Agreement between the
Company and Syntron, Inc. dated December 5,
1996 (6)
10.33 Amendment Number 1 to Hydrophone License
Agreement between the Company and Syntron,
Inc. dated September 11, 1998 (6)
10.34 Asset Purchase Agreement among Benthos, Inc.,
Datasonics, Inc., and William L. Dalton and
David A. Porta (7)
21 Subsidiaries of the Registrant (1)
27 Financial Data Schedule
</TABLE>
(1) Previously filed as an exhibit to Registrant's Registration
Statement on Form 10-SB filed with the Commission on December 17, 1996 (File No.
O-29024) and incorporated herein by this reference.
(2) Previously filed as an exhibit to Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended March 30, 1997 (File No. O-29024) and
incorporated herein by this reference.
(3) Previously filed as an exhibit to Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended June 29, 1997 (File No. O-29024) and
incorporated herein by this reference.
(4) Previously filed as an exhibit to the Registrant's Quarterly Report
on Form 10-QSB for the quarterly period ended December 31, 1997 (File No.
O-29024) and incorporated herein by this reference.
(5) Previously filed as an exhibit to the Registrant's Quarterly Report
on Form 10-QSB for the quarterly period
<PAGE>
ended March 31, 1998 (File No. 0-29024) and incorporated herein by this
reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly Report
on Form 10-QSB for the quarterly period ended December 31, 1998 (File No.
0-29024) and incorporated herein by this reference.
(7) Previously filed as an exhibit to Registrant's Current Report on
Form 8-K filed on or about August 27, 1999 (File No. O-29024) and incorporated
herein by this reference.
(8) Previously filed as an exhibit to Registrant's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1999 File No. 0-29024) and
incorporated herein by this reference.
(9) Previously filed as an exhibit to the Registrant's definitive proxy
statement filed on Schedule 14A on or about January 18, 2000
(10) Previously filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended December 31, 1999 (File No.
O-29024) and incorporated herein by reference.
