FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1998
[ ] 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 0-7390
Aero Systems Engineering, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-0913117
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
358 East Fillmore Avenue, St. Paul, Minnesota 55107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-227-7515
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 ___
As of March 31, 1998, 3,827,573 shares of common stock, par value $.20
per share, were outstanding.
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(Subsidiary of Celsius Inc.)
Form 10-Q
Quarter Ended March 31, 1998
Page
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operation 8
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AERO SYSTEMS ENGINEERING, INC.
(Subsidiary of Celsius Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
ASSETS 1998 1997
------- -------
(Unaudited) (Note)
(000's omitted, except share data)
CURRENT ASSETS
Cash and cash equivalents $ 50 $ 117
Accounts Receivable, net 6,958 4,767
Costs and Estimated Earnings in
Excess of Billings on Uncompleted
Contracts 7,372 8,341
Inventories:
Materials and Supplies 604 592
Projects in Process 492 422
Prepaid Expenses 79 114
Deferred Income Tax Benefit 484 484
Income Tax Receivable 100 100
------- -------
Total Current Assets 16,139 14,937
LONG TERM ASSETS
Land 486 486
Buildings 3,025 3,025
Furniture, Fixtures, & Equipment 6,407 6,371
Wind Tunnels & Instrumentation 2,658 2,658
Building Improvements 1,331 1,304
------- -------
13,907 13,844
Less Accumulated Depreciation 8,512 8,237
------- -------
Property, Plant, and Equipment, net 5,395 5,607
Non-Compete Agreement, net 23 31
------- -------
Total Long Term Assets 5,418 5,638
Total Assets $21,557 $20,575
======= =======
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(Subsidiary of Celsuis Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(continued)
March 31, December 31,
LIABILITIES 1998 1997
------- -------
(Unaudited) (Note)
(000's omitted, except share data)
CURRENT LIABILITIES
Current Maturities of
Capital Lease Obligations $ 138 $ 138
Current Maturities of Long-Term
Debt to Affiliated Companies 800 800
Notes Payable 7,065 6,135
Accounts Payable:
Trade 4,475 4,716
Affiliated Companies 740 720
Billings in Excess of Costs and Estimated
Earnings on Uncompleted Contracts 496 229
Accrued Warranty and Losses 675 675
Accrued Salaries and Wages 738 664
Income Taxes Payable 4 5
Other Accrued Liabilities 1,322 1,026
------- -------
Total Current Liabilities 16,453 15,108
OTHER LIABILITIES
Deferred Income Taxes 484 484
Long Term Debt to Affiliated Company,
Less Current Maturities 0 400
Capital Lease Obligations,
Less Current Maturities 300 333
Commitments and Contingencies 0 0
STOCKHOLDERS' EQUITY
Common Stock - Authorized 10,000,000 Shares
of $.20 Par Value; Issued 3,827,573 on
March 31, 1998 and December 31, 1997 766 510
Additional Contributed Capital 261 517
Retained Earnings 3,293 3,223
------- -------
Total Stockholders' Equity 4,320 4,250
------- -------
Total Liabilities and Stockholders' Equity $21,557 $20,575
======= =======
Note: The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(Subsidiary of Celsius Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited, 000's omitted)
Three Months Ended
March 31,
1998 1997
---------------------------
Earned Revenue $ 7,054 $ 3,643
Cost of Earned Revenue 5,588 2,985
------- -------
Gross Profit 1,466 658
Operating Expenses 1,174 1,209
------- -------
Operating Profit (Loss) 292 (551)
Other Income (Expense)
Interest Expense (219) (192)
Other (3) 19
------- -------
(222) (173)
------- -------
Income (Loss) Before Income Taxes 70 (724)
Income Tax Expense (Benefit) -- --
------- -------
Net Income (Loss) $ 70 $ (724)
======= =======
NET INCOME (LOSS) PER SHARE $ 0.02 $ (0.19)
======= =======
Dividends per Share None None
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(Subsidiary of Celsius Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, 000's omitted)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
---------------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 70 $ (724)
Adjustment to reconcile net income (loss)
to net cash provided (used) by operating activities:
Depreciation and Amortization 283 270
(Increase) Decrease in Assets:
Accounts Receivable (2,191) 2,005
Cost and Estimated Earnings in Excess of
Billings on Uncompleted Contracts 969 (1,653)
Inventories (82) (314)
Prepaid Expenses 35 26
Increase (Decrease) in Liabilities:
Accounts Payable and Accrued Expenses 148 176
Billings in Excess of Costs and Estimated Earnings
on Uncompleted Contracts 267 147
------- -------
Net Cash Provided (Used) by
Operating Activities (501) (67)
CASH FLOW FROM INVESTING ACTIVITIES:
Capital Expenditures (63) (102)
------- -------
Net Cash Used in Investing Activities (63) (102)
CASH FLOW FROM FINANCING ACTIVITIES:
Net Borrowings under Line of Credit Agreement 930 564
Principal Payments under Capital Lease Obligations (33) (30)
Principal Payments on Borrowings From Affiliates (400) (400)
------- -------
Net Cash Provided (Used) by Financing Activities 497 134
------- -------
NET CHANGE IN CASH (67) (35)
CASH AT BEGINNING OF YEAR 117 135
------- -------
CASH AT END OF QUARTER $ 50 $ 100
======= =======
</TABLE>
<PAGE>
AERO SYSTEMS ENGINEERING, INC. -- CONSOLIDATED
(Subsidiary of Celsius Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, 000's omitted)
March 31, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting solely of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ending March 31,
1998 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1998. For further information, refer to
the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended December 31,
1997.
NOTE B - CONTRACTS IN PROCESS
Information with respect to contracts in process follows:
March 31, March 31,
1998 1997
------- -------
Costs Incurred on Uncompleted Contracts $34,911 $23,162
Estimated Earnings Thereon 8,829 8,807
------- -------
Total Earned Revenue on Uncompleted Contracts 43,740 31,969
Less Billings Applicable thereto 36,864 26,878
------- -------
$ 6,876 $ 5,091
======= =======
Included in Accompanying Balance Sheet
Under Following Captions:
Costs and Estimated Earnings in Excess of
Billings on Uncompleted Contracts $ 7,372 $ 5,630
Billings in Excess of Costs and Estimated
Earnings on Uncompleted Contracts 496 539
------- -------
$ 6,876 $ 5,091
======= =======
NOTE C - CONTINGENCIES AND COMMITMENT
Guarantees of approximately $ 7,612,313 were outstanding on March 31, 1998
to various customers as bid bonds or in exchange for down payments or
warranty performance bonds.
NOTE D - Earnings Per Share
The Company completed a three-for-two stock split during March ,1998. This
resulted in the number of outstanding shares increasing from 2,557,717 to
3,827,573 during this period. The financial information in this report has
been restated to reflect this stock split.
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(A Subsidiary of Celsius Inc.)
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
Financial Condition
First quarter 1998 (All dollar amounts are in thousands.)
Worldwide revenue for the first quarter 1998 totaled $7,054, which was a 94%
increase from $3,643 in the first quarter of last year. Net Income for the first
quarter was $70 as compared to a first quarter loss of $724 last year.
The revenue increase was attributable to the improved backlog going into 1998
compared to the low backlog at the start of 1997.
Backlog of orders as of March 31, 1998 was $12,040 as compared with $14,278 and
$17,010 as of December 31, 1997 and March 31, 1997, respectively. This 16%
decrease from year-end was related to lower order receipts during the first
quarter 1998. The first quarter experienced significant proposal activity, which
should result in second quarter backlog improvement.
Cost of earned revenue for the first quarter, which includes manufacturing and
engineering costs, was 79% as compared to 82% during the same period of last
year. The decrease is a result of improved project profitability and operational
effectiveness. For the total year, the Company expects margins to be comparable
to March 1998 year-to-date margin of 79%.
The Company recognizes revenue using the percentage of completion method for its
long-term contracts. Estimates of revenues earned and expenses to be incurred to
complete the contracts are made in conjunction with the preparation of the
quarterly financial statements. However, final determination of the
profitability of the contracts are subject to settlement of any final claims
which may develop at the time the completed contract is accepted by the customer
as well as risks inherent in estimates which are made during the course of the
contract work.
Selling, general and administrative expenses of $1,126 were 16% of revenues
during the first quarter 1998 as compared to $1,082 and 30% during the same
period of last year. This increase of $44 or 4% was primarily related to
significant bid and proposal activity in the first quarter 1998.
Research and development expenses were $48 during the first quarter as compared
to $127 in the same period in 1997. This decrease of $79 or 62% was a result of
project work consuming available technical resources. During 1998, additional R
& D will be incurred for continued enhancements to the ASE2000 in order to
maintain a leadership role in the marketplace.
Capital expenditures were $63 as compared to $102 for the same period of last
year. This decrease of $39 is attributed to a reduced need for technology
improvements due to investments made in 1997. It is expected that for the
remainder of 1998, additional capital expenditures will be used to complete the
enhancement at the AeroTest Laboratory, additional equipment will be purchased
for R & D projects, engineering departments, and replacing the main computer
system.
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(A Subsidiary of Celsius Inc.)
The Company has completed an assessment of the impact of the Year 2000 on its
computer systems and is planning on replacing certain systems and software so
that its computer systems will function properly with respect to dates in the
year 2000 and thereafter. The total Year 2000 project cost is estimated at
approximately $350, which includes $225 for the purchase of new hardware and
software that will be capitalized and $125 that will be expensed as incurred. To
date, the Company has incurred little of this cost since it is currently in the
vendor selection phase. The Company believes that with modifications to existing
software and conversions to new software, the Year 2000 issue will not pose
significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 issue could have a material impact on the operations of the Company.
Interest expense of $219 was incurred during the quarter as compared to $192
from the same period in the prior year. The average rate of interest on
short-term borrowings has had little change and the average amount of borrowings
outstanding has increased during the first quarter as compared to the first
quarter of last year.
Accounts receivable at the end of the first quarter was $6,958 as compared with
the year end balance of $4,767. This increase of $2,191 was due mainly to
invoice timing on several large contracts.
Accounts payable and accrued expenses at the end of the first quarter increased
$148 or 2% as compared to the year end balance. This was primarily due to the
increase of expenditures on new contracts.
Notes payable balance was $7,065 as compared to the year end balance of $6,135,
which is an increase of $930 or 15%. This increase is primarily the result of
timing of project expenditures as compared to invoicing milestones.
Costs and estimated earnings in excess of billings on uncompleted contracts at
the end of the first quarter decreased $969 or 12%, to $7,372 as compared with
the year-end balance. The Company recognizes profit on long-term projects on the
percentage of completion basis, which permits earned revenue to be recognized
prior to the time that progress payments are billed. When this occurs, amounts
are added to this asset account for the recognition of earned revenue prior to
the billing of progress payments. The decrease since year-end is due to
achieving billing milestones related to the contracts. Billings are a function
of contract terms and do not necessarily relate to the percentage of completion
of a project.
The Company operates on a global basis and during an average year, generates 50%
- - 65% of its revenues from international customers. This trend has continued for
the last five years as foreign airlines and government agencies purchase
products that ASE designs and produces. Most of the Company's contracts are
denominated in U.S. dollars, however a few of them are denominated in the
customer's local currency. Therefore, the Company has entered into several
foreign exchange forward contracts having maturates within the next eighteen
months. The face amounts represent U.S. dollar equivalents of a non-U.S. dollar
denominated forward contract. The amounts at risk are not material and the
Company has the financial ability to generate cash flows to offset the expected
gain or losses when the contracts mature.
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(A Subsidiary of Celsius Inc.)
The Company has consistently relied upon bank credit lines during recent years
as a source of its working capital resources and liquidity. Funds under these
lines of credit are actually provided by Celsius Inc. and ultimately are
guaranteed by AB Celsius Finance, the financial division of Celsius AB, a
Swedish corporation. Celsius Inc., a United States corporation, is a wholly
owned subsidiary of Celsius AB. Celsius Inc. owns approximately 80% of the
outstanding shares of common stock of ASE. A first security interest in all
assets of ASE has been granted to Celsius, Inc., and a fee is paid through
Celsius, Inc.
ASE currently has bank lines of credit, which enable it to borrow up to a total
of $6,000. As of March 31, 1998 $7,065 was used with no available balance
remaining. Although the line of credit has a $6,000 limit, Celsius Inc. has
allowed the Company to exceed this limit for short periods of time. The portion
over $6,000 is assessed a higher interest rate of 11.5%. The Company believes
that these bank lines of credit, along with cash flows from continuing
operations, are adequate to support the Company's cash needs for the immediate
future.
Highly competitive market conditions have minimized the margins on new
contracts. Productivity improvements and cost reduction programs are continually
being initiated to increase margins. The Company received ISO9001 certification
in 1997, an international quality systems standard. This is expected to enhance
our marketing effort on an international basis.
Looking ahead throughout the remainder of 1998, the proposals submitted in the
first quarter of 1998 are expected to result in a significant backlog increase
during the second quarter. This should allow continued profitability in 1998,
and a strong backlog position going in to 1999.
<PAGE>
AERO SYSTEMS ENGINEERING, INC.
(Subsidiary of Celsius Inc.)
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
(a) In August 1993 the Company entered into a subcontract with Opron
Inc. ("Opron"), a Quebec company, which was the prime contractor on
a jet engine test cell project. Late in 1995, a dispute arose
between the Company and Opron, which has resulted in a withdrawal
against an existing CDN $872,042 Letter of Credit. The Company
believes that Opron's claims are excessive. In addition, this claim
is partly offset by unpaid subcontract costs. Management does not
expect resolution of this dispute to have a material adverse effect
on the business, assets, financial condition, results of operations
or prospects of the Company.
Item 4: Submission of Matters to a Vote of Security Holders
(a) On March 4th, 1998 a special meeting of shareholders of the Company
was held at its St. Paul, Minnesota headquarters to vote on a Board
resolution passed on February 2nd, 1998 to amend the Articles of
Incorporation of the Company to increase the authorized shares from
3,000,000 to 10,000,000 shares. This amendment would allow for a
sufficient number of shares for the three-for-two stock split
approved by the Board. On motion duly made and carried by a margin
of 2,041,782 shares in favor, 0 shares against and 0 shares
abstaining, the amendment to the Company's Articles of Incorporation
was approved.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibit 1: Articles of Incorporation, as amended, March 4, 1998,
Filed herewith. Exhibit 2: Bylaws, as amended, March 23, 1994, Filed
herewith.
(b) No current reports on Form 8-K were filed during the quarter ended
March 31, 1998.
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 thereto duly authorized.
Date: May 13, 1998 /s/ Leon Ring
-----------------------
Dr. Leon Ring, President and CEO
/s/ Steven R. Hedberg
-----------------------
Steven R. Hedberg, Chief Financial Officer
Restated: 6/30/83; Amended 6/23/87; 3/4/98 EXHIBIT 1
Adopted: 5/11/67; Amended 2/9/68; 11/25/68; 10/29/70; 12/24/75; 10/7/77;
RESTATED
ARTICLES OF INCORPORATION
OF
AERO SYSTEMS ENGINEERING, INC.
ARTICLE I.
The name of this Corporation is Aero Systems Engineering, Inc.
ARTICLE II.
The purposes of this Corporation are general business purposes.
ARTICLE III.
This Corporation shall possess all powers necessary to conduct any business in
which it is authorized to engage, including but not limited to all those powers
expressly conferred upon business corporations by Minnesota Statutes, together
with those powers necessarily implied therefrom.
ARTICLE IV.
This Corporation shall have perpetual duration.
ARTICLE V.
The location and post office address of the registered office of this
Corporation in Minnesota is 358 East Fillmore Avenue, St. Paul, Minnesota 55107.
ARTICLE VI.
The total authorized capital of this Corporation is 10,000,000 shares of common
stock, par value $0.20 per share. There shall be no cumulative voting by the
shareholders of the Corporation. The shareholders of this Corporation shall not
have preemptive rights to subscribe for or acquire securities or rights to
purchase securities of any kind, class or series of this Corporation.
<PAGE>
ARTICLE VII.
The names and addresses of the directors at the time of adoption of these
restated Articles of Incorporation, who shall serve as the directors until the
next annual meeting of shareholders or until their successors are elected and
qualified, are as follows:
- -------------------------------------- --------------------------------------
Robert M. Lucas Olof Lund
358 East Fillmore Avenue S-631 87
St. Paul, Minnesota 55107 Eskilstuna, Sweden
- -------------------------------------- --------------------------------------
Carl-Eric Bjorkegren Tommy Johannson
S-631 87 S-631 87
Eskilstuna, Sweden Eskilstuna, Sweden
- -------------------------------------- --------------------------------------
ARTICLE VIII.
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation may be taken by a written action signed, or
counterparts of a written action signed in the aggregate, by all of the
directors unless the action need not be approved by the shareholders of this
Corporation, in which case the action may be taken by a written action signed,
or counterparts of a written action signed in the aggregate, by the number of
directors that would be required to take the same action at a meeting of the
Board of Directors of this Corporation at which all of the directors were
present.
ARTICLE IX.
The government of this Corporation and the management of its affairs shall be
vested in a Board of not less that three (3) nor more than nine (9) Directors,
who shall be elected at the annual meeting of shareholders, provided, however,
that vacancies in the Board of Directors may be filled by the remaining
directors, and each person so elected shall be a director until his successor is
elected at an annual meeting of shareholders or at a special meeting duly
called.
ARTICLE X.
This Corporation shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted by Minnesota Statutes Section 302A.521, as now enacted or hereafter
amended, for all acts arising from and after the effective date of these
Restated Articles of Incorporation. Nothing contained herein shall affect the
indemnification rights granted to persons for acts occurring prior to the
effective date of these Restated Articles of Incorporation pursuant to this
Corporation's Articles of Incorporation as in effect prior to the effective date
of these Restated Articles of Incorporation.
<PAGE>
ARTICLE XI.
A director shall have no personal liability to this Company or its shareholders
for monetary damages for breach of fiduciary duty as a director. However, the
foregoing is not intended to eliminate or limit the liability of a director for
any of the following:
a. for any breach of the director's duty of loyalty to the Corporation
or its shareholders;
b. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
c. under Section 302A.559 or 80A.23;
d. for any transaction from which the director derived an improper
personal benefit; or
e. for any act or omission occurring prior to the date when this
ARTICLE XI shall become effective.
<PAGE>
Adopted: 6/7/83; Amended: 9/10/85; 3/29/89; 3/23/94 EXHIBIT 2
BYLAWS
OF
AERO SYSTEMS ENGINEERING, INC.
ARTICLE 1.
Offices
Section 1. Registered Office. The registered office of the Corporation is
as provided and designated in the Articles of Incorporation. The Board of
Directors of the Corporation may, from time to time, change the location of the
registered office. On or before the day that such change is to become effective,
a certificate of such change and of the location and post office address of the
new registered office shall be filed with the Secretary of State of the State of
Minnesota.
Section 2. Other Offices. The Corporation may establish and maintain such
other offices, within or without the State of Minnesota, as are from time to
time authorized by the Board of Directors.
ARTICLE II.
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the Shareholders shall be
held at the registered office of the Corporation in the State of Minnesota or at
such place within or without the state as may be fixed from time to time by the
Board of Directors or by written consent of all the shareholders entitled to
vote thereat.
Section 2. Regular Meetings. A regular meeting of shareholders of the
Corporation shall be held on an annual basis on a date and at a time to be
determined by the Board of Directors.
Section 3. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the Chairman of the Board, President,
Treasurer, any two directors or by a shareholder or shareholders owning at least
ten percent (10 %) in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote.
Section 4. Notice of Meetings. There shall be mailed to each shareholder,
shown by the books of the Corporation to be a holder of record of voting shares,
at his address as shown by the
<PAGE>
books of the Corporation, a notice setting out the time and place of each
regular meeting and each special meeting, except where the meeting is an
adjourned meeting and the date, time and place of the meeting were announced at
the time of adjournment. This notice shall be mailed at least five (5) days
prior thereto and no earlier than sixty (60) days prior thereto. However, notice
of a meeting at which an agreement of merger or exchange is to be considered
shall be mailed to all shareholders of record, whether entitled to vote or not,
as least fourteen (14) days prior thereto. Every notice of any special meeting
called pursuant to this Section shall state the purpose or purposes for which
the meeting has been called, and the business transacted at all special meetings
shall be confined to the purpose stated in the notice.
Section 5. Waiver of Notice. A shareholder may waive notice of a meeting
of shareholders. A waiver of notice by a shareholder entitled to notice is
effective whether given before, at, or after the meeting, and whether given in
writing. orally, or by attendance. Attendance by a shareholder at a meeting is a
waiver of notice of that meeting, except where the shareholder objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened, or objects before a vote on an item of business
because the item may not lawfully be considered at that meeting and does not
participate in the consideration of the item at the meeting.
Section 6. Quorum, Adjourned Meetings. The holders of a majority of the
shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a quorum shall not be
present at a meeting, those present may adjourn to such day as they shall, by
majority vote, agree upon, and a notice of such adjournment shall be mailed to
each shareholder entitled to vote at least (5) days before such adjourned
meeting. If a quorum is present, a meeting may be adjourned from time to time
without notice other than announcement at the meeting. At adjourned meetings at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. If a quorum is present, the
shareholders may continue to transact business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
Section 7. Voting. At each meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote either in person or by proxy,
but no proxy shall be valid after eleven (11) months unless a longer period is
expressly provided for in the appointment. Each shareholder, unless the Articles
of Incorporation or statute provide otherwise, shall have one vote for each
share having voting power registered in such shareholder's name on the books of
the Corporation. Jointly owned shares may be voted by any joint owner unless the
Corporation receives written notice from any one of them denying the authority
of that person to vote those shares. Upon the demand of any shareholder, the
vote upon any question before the meeting shall be by ballot. All questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at the meeting at the time of the vote except if otherwise required
by statute, the Articles of Incorporation, or these Bylaws.
Section 8. Closing of Books. The Board of Directors may fix a time, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting,
<PAGE>
notwithstanding any transfer of shares on the books of the Corporation after any
record date so fixed. The Board of Directors may close the books of the
Corporation against the transfer of shares during the whole or any part of such
period. If the Board of Directors fails to fix a record date for determination
of the shareholders entitled to notice of, and to vote at, any meeting of
shareholders, the record date shall be the thirtieth (30th) day preceding the
date of such meeting.
Section 9. Organization of Meetings. At all meetings of the shareholders
the Chairman of the Board shall act as chairman, and in his absence any person
appointed by the Chairman of the Board shall act as chairman, and the Secretary,
or in his absence any person appointed by the chairman, shall act as secretary.
Section 10. Action Without a Meeting. Any action which may lawfully be
taken at a shareholders meeting may be taken without a meeting if authorized by
a writing or writings signed by all of the holders of shares who would be
entitled to a notice of a meeting for such purpose. Such action shall be
effective on the date on which the last signature is placed on such writing or
writings, or such earlier effective date as is set forth therein. If any action
so taken requires a certificate to be filed in the office of the Secretary of
State, the officer signing the same shall state therein that the action was
effected in the manner aforesaid.
ARTICLE III.
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by or under its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws required to be
exercised or done by the shareholders.
Section 2. Number, Qualification and Term of Office. Until the first
meeting of shareholders, the number of directors shall be the number named in
the Articles of Incorporation or, if no such number is named therein, the number
elected by the incorporator. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of the
Board of Directors to increase or decrease the number of directors as permitted
by law). In the absence of such shareholder resolution, the number of directors
shall be the number last fixed by the shareholders, the Board of Directors, the
incorporator or the Articles of Incorporation. Directors need not be
shareholders. Each of the directors shall hold office until the regular meeting
of shareholders next held after such director's election and until such
director's successor shall have been elected and shall qualify, or until the
earlier death, resignation, removal, or disqualification of such director;
provided, however, that no director shall be elected to a term in excess of five
years.
Section 3. Board Meetings. Meetings of the Board of Directors may be held
from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
<PAGE>
Section 4. Calling Meetings; Notice. Meetings of the Board of Directors
may be called by the Chairman of the Board or the President by giving at least
forty-eight (48) hours notice, or by any other director by giving at least five
(5) days notice, of the date, time and place thereof to each director by mail,
telephone, telegram or in person.
Section 5. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
orally or in a writing signed by such director. A director, by his attendance at
any meeting of the Board of Directors, shall be deemed to have waived notice of
such a meeting, except where the director objects at the beginning of the
meeting to the transaction of business because the meeting is not lawfully
called or convened and does not participate thereafter in the meeting.
Section 6. Quorum. A majority of the directors holding office immediately
prior to a meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such a meeting.
Section 7. Absent Directors. A director may give advance written consent
or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.
Section 8. Conference Communications. Any or all directors may participate
in any meeting of the Board of Directors, or of any duly constituted committee
thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 8 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication.
Section 9. Vacancies; Newly Created Directorships. Vacancies in the Board
of Directors of this Corporation occurring by reason of death, resignation,
removal or disqualification shall be filled for the unexpired term by a majority
of the remaining directors of the Board although less than a quorum; newly
created directorships resulting from an increase in the authorized number of
directors by action of the Board of Directors as permitted by Section 2 may be
filled by a majority of the directors serving at the time of such increase; and
each director elected pursuant to this Section 9 shall be a director until such
director's successor is elected by the shareholders at their next regular or
special meeting.
Section 10. Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors except, as otherwise provided by Minnesota Statutes Section 302A.223,
as amended, when the shareholders have the right to cumulate their votes. A
director named by the Board of Directors to fill a vacancy may be removed from
office
<PAGE>
at any time, with or without cause, by the affirmative vote of the remaining
directors if the shareholders have not elected directors in the interim between
the time of appointment to fill such vacancy and the time of the removal. In the
event that the entire Board or any one or more directors be so removed, new
directors shall be elected at the same meeting.
Section 11. Committees. A resolution approved by the affirmative vote of a
majority of the Board of Directors may establish committees having the authority
of the Board in the management of the business of the Corporation to the extent
provided in the resolution. A committee shall consist of one or more persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present. Committees are subject to the direction and control of, and
vacancies in the membership thereof shall be filled by, the Board of Directors,
except as provided by Minnesota Statutes Section 302A.243.
A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion or
number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.
Section 12. Written Action. An action required or permitted to be taken at
a meeting of the Board of Directors may be taken by written action signed by all
of the directors unless the action need not be approved by the shareholders and
the Articles of Incorporation so provide, in which case, the action may be taken
by written action signed by the number of directors that would be required to
take the same action at a meeting of the Board of Directors at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less that
all directors, all directors shall be notified immediately of its text and
effective date. Failure to provide notice does not invalidate the written
action. A director who does not sign or consent to the written action has no
liability for the action or actions taken thereby.
Section 13. Resignation. Any director of the Corporation may resign at any
time by giving written notice to the Secretary of the Corporation. Such
resignation shall take effect at the date of the receipt of such notice, or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 14. Compensation of Directors. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated amount as director
or a fixed sum for attendance at each meeting of the Board of Directors, or
both. No such payment shall preclude a director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed, pursuant to resolution by the Board of
Directors, like compensation for attending committee meetings.
ARTICLE IV.
<PAGE>
Officers
Section 1. Number. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a Chairman of the Board, a President, a
Vice President, a Secretary, and a Treasurer. The Board of Directors may also
choose additional Vice Presidents, and one or more Assistant Secretaries and
Assistant Treasurers. Any number of offices may be held by the same person.
Section 2. Election, Term of Office and Qualifications. The Board of
Directors shall elect or appoint, by resolution approved by the affirmative vote
of a majority of the directors present, from within or without their number, the
Chairman of the Board, President, Secretary and Treasurer and such other
officers as may be deemed advisable, each of whom shall have the powers, rights,
duties, responsibilities, and terms in office provided for in these Bylaws or a
resolution of the Board of Directors not inconsistent therewith. The Chairman of
the Board and all other officers who may be directors shall continue to hold
office until the election and qualification of their successors, notwithstanding
an earlier termination of their directorship.
Section 3. Removal and Vacancies. Any officer may be removed from his
office by the Board of Directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the Corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
Section 4. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the directors. He shall have such other duties as may, from
time to time, be prescribed by the Board of Directors.
Section 5. President. The President shall be the chief executive officer
and shall have general active management of the business of the Corporation. He
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall execute and deliver, in the name of the Corporation, any
deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation unless the authority to execute and deliver is
required by law to be exercised by another person or is expressly delegated by
the Articles or Bylaws or by the Board of Directors to some other officer or
agent of the Corporation. He shall maintain records of and, whenever necessary,
certify all proceedings of the Board of Directors and the shareholders, and in
general, shall perform all duties usually incident to the office of the
President. He shall have such other duties as may, from time to time, be
prescribed by the Board of Directors.
Section 6. Vice President. Each Vice President, if one or more are
elected, shall have such powers and shall perform such duties as may be
specified in the Bylaws or prescribed by the Board of Directors or by the
President. In the event of the absence or disability of the President, Vice
Presidents shall succeed to his power and duties in the order designated by the
Board of Directors.
<PAGE>
Section 7. Secretary. The Secretary, if one is elected, shall be secretary
of and shall attend all meetings of the shareholders and Board of Directors and
shall record all proceedings of such meetings in the minute book of the
Corporation. He shall give proper notice of meetings of shareholders and
directors. He shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.
Section 8. Assistant Secretary. The Assistant Secretary, if any, or if
there be more than one (1), the Assistant Secretaries in the order determined by
the Board of Directors, shall in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
Section 9. Treasurer. The Treasurer shall be the chief financial officer
and shall keep accurate financial records of the Corporation. He shall deposit
all moneys, drafts and checks in the name of, and to the credit of, the
Corporation in such banks and depositories as the Board of Directors shall, from
time to time, designate. He shall have the power to endorse, for deposit, all
notes, checks and drafts received by the Corporation. He shall disburse the
funds of the Corporation, as ordered by the Board of Directors, making proper
vouchers therefor. He shall render to the President and the directors, whenever
requested, an account of all his transactions as Treasurer and of the financial
condition of the Corporation, and shall perform such other duties as may, from
time to time, be prescribed by the Board of Directors or by the President.
Section 10. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one (1), the Assistant Treasurers, in the order determined by
the Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such powers as the Board of Directors may from time
to time prescribe.
Section 11. Compensation. The officers of the Corporation shall receive
such compensation for their services as may be determined, from time to time, by
resolution of the Board of Directors or by the President in consultation with
the Board of Directors.
ARTICLE V.
Certificates of Stock
Section 1. Certificates of Stock. All shares of the Corporation shall be
certificated shares. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by the
Chairman of the Board, the President or a Vice President and the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation. The certificates of stock shall be numbered in order of
their issue.
<PAGE>
Section 2. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the Corporation up to the full amount authorized by
the Articles of Incorporation in such amounts as may be determined by the Board
of Directors and as may be permitted by law. No shares shall be allotted except
in consideration of cash or other property, tangible or intangible, received or
to be received by the Corporation under a written agreement, of services
rendered or to be rendered to the Corporation under a written agreement, or of
an amount transferred from surplus to stated capital upon a share dividend. At
the time of such allotment of shares, the Board of Directors, making such
allotments shall state, by resolution, their determination of the fair value to
the Corporation in monetary terms of any consideration other than cash for which
shares are allotted.
Section 3. Facsimile Signatures. Where a certificate is signed (1) by a
transfer agent or assistant transfer agent, or (2) by a transfer clerk acting on
behalf of the Corporation and a registrar, the signature of any such Chairman of
the Board, President, Vice President, Secretary or Assistant Secretary may be
facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the Corporation before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.
Section 4. Lost or Destroyed Certificates. Except as otherwise provided by
Minnesota Statutes Section 302A.419, any shareholder claiming a certificate for
shares to be lost, stolen, or destroyed shall make an affidavit or that fact in
such form as the Board of Directors shall require and shall, if the Board of
Directors so requires, give the Corporation a bond on indemnity in form, in an
amount, and with one or more sureties satisfactory to the Board of Directors, to
indemnify the Corporation against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.
Section 5. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority of
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Minnesota.
ARTICLE VI.
<PAGE>
Indemnification of Certain Persons
Section 1. The Corporation shall indemnify such persons, for such expenses
and liabilities, in such manner, under such circumstances, and to such extent as
permitted by Minnesota Statutes Section 302A.521, as now enacted or hereafter
amended.
ARTICLE VII.
Books and Records
Section 1. Share Register. The Board of Directors of the Corporation shall
cause to be kept at its principal executive office, or at another place or
places within the United States determined by the Board:
(1) a share register not more than one year old, containing the names and
addresses of the shareholders and the number and classes of shares held by
each shareholder; and
(2) a record of the dates on which certificates or transaction statements
representing shares were issued.
Section 2. Other Books and Records. The Board of Directors shall cause to
be kept at its principal executive office, or, if its principal executive office
is not in Minnesota, shall make available at its registered office within ten
days after receipt by an officer of the Corporation of a written demand for them
made by a shareholder or other person authorized by Minnesota Statutes Section
302A.461, originals or copies of:
(1) records of all proceedings of shareholders for the last three years;
(2) records of all proceedings of the board for the last three years;
(3) its Articles and all amendments currently in effect;
(4) its Bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes Section 302A.463
and the financial statement for the most recent interim period prepared in
the course of the operation of the Corporation for the distribution to the
shareholders or to a governmental agency as a matter of public record;
(6) reports made to shareholders generally within the last three years;
(7) a statement of the names and usual business addresses of its directors
and principal officers; and
(8) any shareholder voting or control agreements of which the Corporation
is aware.
<PAGE>
ARTICLE VIII.
Loans, Guarantees, Suretyship
Section 1. The Corporation may lend money to, guarantee an obligation of,
become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of directors present and:
(1) is in the usual and regular course of business in the Corporation;
(2) is with, or for the benefit of, a related corporation, and
organization in which the Corporation has a financial interest, an
organization with which the Corporation has a business relationship, or an
organization to which the Corporation has the power to make donations;
(3) is with, or for the benefit of, an officer or other employee of the
Corporation or a subsidiary, including an officer or employee who is a
director of the Corporation or a subsidiary, and may reasonably be
expected, in the judgment of the board, to benefit the Corporation; or
(4) has been approved by the affirmative vote of the holders of two-thirds
of the outstanding shares.
The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors approve, including, without limitation, a pledge of or
other security interest in shares of the Corporation. Nothing in this Section
shall be deemed to deny, limit, or restrict the powers of guaranty or warranty
of the Corporation at common law or under a statute of the State of Minnesota.
ARTICLE IX.
General Provisions
Section 1. Dividends. Subject to provisions of applicable law and the
Articles of Incorporation, dividends upon the capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting, and
may be paid in cash, in property, or in shares of the capital stock.
Section 2. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the Corporation after the record date. The
Board of Directors may close the books of the Corporation against the transfer
of shares during the whole or any part of such period.
<PAGE>
Section 3. Annual Statement. The Board of Directors shall present at any
regular or special meeting of the shareholders when called for by a vote of the
shareholders, a full and clear statement of the business and condition of the
Corporation.
Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
Section 6. Seal. The Corporation shall have no corporate seal.
ARTICLE X.
Amendments
Section 1. These Bylaws may be amended or altered by a vote of the
majority of the whole Board of Directors at any meeting provided that notice of
such proposed amendment shall have been given in the notice given to the
directors of such meeting. Such authority in the Board of Directors is subject
to the power of the shareholders to change or repeal such Bylaws by a majority
vote of the shareholders present or represented at any regular or special
meeting of shareholders called for such purpose, and the Board of Directors
shall not make or alter any Bylaws fixing a quorum for meetings of shareholders,
prescribing procedures or removing directors or filling vacancies in the Board
of Directors, or fixing the number of directors or their classifications,
qualifications, or terms of office, except that the Board of Directors may adopt
or amend any Bylaw to increase their number.
ARTICLE XI.
Securities of Other Corporations
Section 1. Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the President shall have full power and
authority on behalf of the Corporation to purchase, sell, transfer or encumber
any and all securities of any other corporation owned by the Corporation, and
may execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors may, from time
to time, confer like powers upon any other person or persons.
<PAGE>
ARTICLE XII.
Control Share Acquisitions Act
Section 1. The Corporation shall not be subject in any way to the Control
Shares Acquisition Act, including, without limitation, Minnesota Statutes,
Section 302A.671, as now in effect or as hereafter amended, or any successor
statute or law.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000002589
<NAME> STEVE R HEDBERG
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 50
<SECURITIES> 0
<RECEIVABLES> 6,958
<ALLOWANCES> 0
<INVENTORY> 1,096
<CURRENT-ASSETS> 16,139
<PP&E> 13,907
<DEPRECIATION> 8,512
<TOTAL-ASSETS> 21,557
<CURRENT-LIABILITIES> 16,453
<BONDS> 0
0
0
<COMMON> 766
<OTHER-SE> 261
<TOTAL-LIABILITY-AND-EQUITY> 21,557
<SALES> 7,054
<TOTAL-REVENUES> 7,054
<CGS> 5,588
<TOTAL-COSTS> 5,588
<OTHER-EXPENSES> 3
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 219
<INCOME-PRETAX> 70
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
