<PAGE> 1
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 quarter ended January 31, 1997 Commission File Number 0-8193
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ---------------------
DAEDALUS ENTERPRISES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 38-1873250
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 1869
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ANN ARBOR, MICHIGAN 48106 (313) 769-5649
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(Address of principal executive offices) (Registrant's telephone number)
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 ( )
Number of shares outstanding of common stock, $.01 par value, as of
March 7, 1997
533,224 shares
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Page 2 FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DAEDALUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
January 31, January 31,
- ----------------------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUE
Standard products .......................... $ 1,016,511 $ 591,566 $ 429,766 $ 102,990
Product development ....................... 488,180 75,732 231,849 11,040
- ----------------------------------------------------------------------------------------------------------------------
1,504,691 667,298 661,615 114,030
Other Income ............................... 5,862 1,433 3,122 1,108
- ----------------------------------------------------------------------------------------------------------------------
1,510,553 668,731 664,737 115,138
COST AND EXPENSES
Cost of revenue - standard products ....... 507,604 587,950 201,936 241,135
Cost of revenue - product development ..... 435,456 92,602 220,438 26,088
Research and development .................. 73,172 264,953 43,468 147,424
Selling and administrative ................ 477,221 555,932 220,272 251,938
Interest .................................. 35,370 35,936 19,752 19,553
- ----------------------------------------------------------------------------------------------------------------------
1,528,823 1,537,373 705,866 686,138
- ----------------------------------------------------------------------------------------------------------------------
NET LOSS
BEFORE INCOME TAXES (18,270) (868,642) (41,129) (571,000)
CREDIT FOR INCOME TAXES - NOTE C 0 (17,000) 0 0
- ----------------------------------------------------------------------------------------------------------------------
NET LOSS $ (18,270) $ (851,642) $ (41,129) $ (571,000)
- ---------------------------------------------------===================================================================
NET LOSS PER SHARE $ (0.03) $ (1.65) $ (0.08) $ (1.11)
- ---------------------------------------------------===================================================================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
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Page 3 FORM 10-Q
DAEDALUS ENTERPRISES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
January 31, July 31,
1997 1996
(unaudited)
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS - Note D
CURRENT ASSETS
Cash and cash equivalents ........................ $ 6,773 $ 56,768
Accounts receivable, less allowance of $2,500 .... 192,038 259,079
Unbilled accounts receivable ..................... 540,757 546,024
Inventories - Note B ............................. 502,196 640,213
Other current assets ............................. 13,512 7,829
- ------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,255,276 1,509,913
PROPERTY AND EQUIPMENT
Land ............................................. 177,131 177,131
Building ......................................... 1,433,898 1,433,898
Machinery and equipment .......................... 818,944 817,640
Special equipment ................................ 416,688 397,951
- ------------------------------------------------------------------------------------------------
2,846,661 2,826,620
Less accumulated depreciation .................... (1,675,251) (1,606,526)
- ------------------------------------------------------------------------------------------------
1,171,410 1,220,094
OTHER ASSETS ........................................ 10,257 39,446
- ------------------------------------------------------------------------------------------------
$ 2,436,943 $ 2,769,453
- ----------------------------------------------------------======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable to bank - Note D ................... $ 250,000 $ 689,000
Accounts payable ................................ 124,869 184,524
Accrued compensation and related costs .......... 65,164 97,936
Accrued commissions ............................. 80,380 1,129
Customer deposits ............................... 150,073 0
Reserve for product warranties .................. 18,083 30,500
Other accrued liabilities ....................... 41,084 32,228
Current portion of mortgage - Note D ............ 251,977 261,261
- ------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 981,630 1,296,578
STOCKHOLDERS' EQUITY
Common stock, $.01 par value
Authorized--2,000,000 shares ................. 5,332 5,329
Issued and outstanding--533,224 shares
(July 31, 1996--532,924 shares)
Additional paid-in capital ...................... 1,163,044 1,162,339
Retained earnings ............................... 286,937 305,207
- ------------------------------------------------------------------------------------------------
1,455,313 1,472,875
- ------------------------------------------------------------------------------------------------
$ 2,436,943 $ 2,769,453
- ----------------------------------------------------------======================================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE> 4
Page 4 FORM 10-Q
DAEDALUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
January 31,
1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ........................................................... $ (18,270) $ (851,642)
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation .................................................... 68,725 93,836
Amortization of software ........................................ 29,189 35,995
Net book value of special equipment sold ........................ 138,726 0
Increase in deferred tax asset .................................. 0 (17,000)
Decrease in accounts receivable ................................. 72,308 1,301,315
Decrease (increase) in inventory ................................ 138,017 (33,176)
Decrease (increase) in other assets ............................. (5,683) 127,496
Decrease (increase) in accounts payable and accrued expenses ... (16,737) (264,487)
Increase (decrease) in customer deposits ........................ 150,073 (2,647)
- --------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 556,348 389,690
INVESTING ACTIVITIES
Purchase of property and equipment ................................. (158,767) (33,532)
- --------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (158,767) (33,532)
FINANCING ACTIVITIES
Proceeds from revolving line of credit ............................. 665,000 1,130,749
Payments on revolving line of credit .............................. (1,104,000) (1,477,749)
Payments on long-term debt ......................................... (9,284) (12,374)
Proceeds of stock issued pursuant to stock option and ..............
stock purchase plan ............................................... 708 2,001
- --------------------------------------------------------------------------------------------------------
CASH USED IN FINANCING ACTIVITIES (447,576) (357,373)
INCREASE IN CASH ..................................................... (49,995) (1,215)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ....................... 56,768 76,797
- --------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 6,773 $ 75,582
- -------------------------------------------------------------------------===============================
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
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Page 5 FORM 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 1997
NOTE A - BASIS OF PRESENTATION
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of the results of operations, financial position and cash flows
for the periods presented. The accompanying unaudited financial statements
have been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information necessary to be in conformity with
generally accepted accounting principles.
Reference is made to the Notes to Consolidated Financial Statements in the
Annual Report to Stockholders for the year ended July 31, 1996.
The results of operations for the six months ended January 31, 1997 are not
necessarily indicative of the results to be expected for the full year.
Certain reclassifications were made to the July 31, 1996 financial statements
to conform with the classification used in the January 31, 1997 financial
statements.
NOTE B - INVENTORY
Inventory includes work-in-process of approximately $25,000 and $104,000 as of
January 31, 1997 and July 31, 1996, respectively. The remaining inventory
consists of parts and subassemblies, both purchased and manufactured, that can
be used in the manufacturing process or sold as spare parts.
NOTE C - INCOME TAXES
The Company estimates its provision for income taxes using its estimated annual
effective rate. The Company has limited the recognition of income tax benefit
for its net operating loss carryforwards due to cumulative losses realized in
recent years. The valuation allowance for deferred taxes at January 31, 1997
is $402,000.
NOTE D - REVOLVING CREDIT
On January 31, 1997, the Company had a $1,550,000 line of credit with a bank,
with availability subject to a formula, bearing interest at one and one-half
percent above the bank's prime rate (effective rate of 9.75%). The formula is
$950,000 based on the value of the real estate, with the remaining available
borrowings based on 50% of the value of certain receivables specified in the
line of credit agreement. As of January 31, 1997, total availability was
$1,194,000 pursuant to the formula. The Company had an outstanding balance
under this line of credit agreement of
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Page 6 FORM 10-Q
approximately $250,000 at January 31, 1997 and an additional $238,000 of the
line of credit reserved for a standby letter of credit. This compares to a
balance of $689,000 under the prior line of credit agreement at July 31, 1996
and an additional $258,000 reserved for a standby letter of credit.
The Company has classified its total mortgage liability as a current liability
since the line of credit is a secured master demand note. The line is secured
by substantially all of the Company's assets and does not include any financial
covenants.
NOTE E - EARNINGS PER SHARE
The computation of net earnings per share is based on the weighted average
number of shares of common stock outstanding during the six and three month
periods ended January 31, 1997 and 1996. The weighted average number of shares
used in the computation was 533,173 and 515,529 for the six months ended as of
January 31, 1997 and 1996, respectively, and 533,224 and 515,654 for the
quarter ended January 31, 1997 and 1996, respectively, all of which were issued
and outstanding. No adjustments were made to either net earnings or the number
of shares outstanding in calculating earnings per share as such adjustments
would have been antidilutive.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
The Company manufactures products for, and performs development projects in,
the field broadly described as "remote sensing". The principal products
manufactured by the Company are airborne imaging systems which are installed in
aircraft for acquisition of data on environmental parameters. A principal
application of the Company's remote sensing products has been the measurement
of environmental parameters in support of pollution control programs and
environmental impact studies.
The Company is also engaged in customer-funded projects for the development of
advanced equipment in the remote sensing field. Some of these projects may
lead to the incorporation of newly developed technology into existing or future
product lines.
These two portions of the business are conducted by the same pool of personnel
using the same equipment and operating space and constitute a single industry
segment. The margins associated with these two portions of the business are
different, with standard products generally having higher margins than
customer-funded development projects. The Company receives the majority of its
revenue from a small number of relatively large contracts. Standard product
contracts are generally of higher dollar value than customer-funded product
development contracts, with each contract representing a substantial portion of
total revenue each year. Therefore, the timing of the receipt of a standard
product sales contract as well as the related manufacturing endeavor can have a
material impact on a quarter-to-quarter or year-to-year comparison of the
Company's results of operations. Most standard product sales contracts and
some customer-funded product
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Page 7 FORM 10-Q
development contracts are also accompanied by a significant deposit.
Therefore, the timing of the contract receipt can have a material impact on the
Company's cash flow.
The Company incurred a loss of $41,000 in the second quarter of fiscal 1997,
bringing its year-to-date total to a $18,000 loss. This compares to a loss of
$868,000 for the comparable six month period in fiscal 1996. The significant
losses in the last three fiscal years have caused the Company to experience
liquidity problems and its bank line of credit is being utilized to maintain
operations. However, the Company received a substantial amount of new business
in the last six months of fiscal 1996 and in the first half of 1997, which
allowed it to operate at a break-even level during that period of time
(excluding the effect of a $149,000 valuation allowance for deferred taxes
recognized during the fourth quarter of fiscal 1996) and to significantly
reduce outstanding amounts borrowed under its line of credit. The Company's
short-term viability and operating results are dependent on its ability to
acquire additional equity capital or maintain the current levels of new
business and cash flow. See "Business Development - New Orders and Backlog"
and "Liquidity and Sources of Capital". The Company's long-term viability is
dependent upon its ability to successfully implement its Growth Plan and attain
consistent profitability. See "Business Development - Growth Plan.
OPERATING REVENUE
Standard product revenue for the six and three month periods ended January 31,
1997 increased from the comparable periods of fiscal 1996 due to the
recognition of revenue on a new standard product contract for $1,189,000
received in the first quarter of fiscal 1997 and on a standard product order
from NASA for $789,000 received in the second quarter. Product development
revenue increased in the first six months of 1997 from the comparable period of
1996 due to the Company's recognition of revenue on two product development
contracts received in late fiscal 1996.
The level of the Company's revenues and profits has historically fluctuated
from quarter-to-quarter and from year-to-year as the majority of its revenue
is derived from a small number of high dollar value contracts. Although
fluctuations are normal given the Company's reliance on a small number of high
value contracts for the majority of its revenue, the low level of standard
product orders received in the last three fiscal years is causing severe
liquidity problems. See "Business Development - New Orders and Backlog" and
"Liquidity and Sources of Capital".
DOMESTIC VS. INTERNATIONAL REVENUE
International contracts represented 52% and 78% of total revenue during the
first half of fiscal 1997 and 1996, respectively, and 36% and 53% of total
revenue during the second quarter of fiscal 1997 and 1996, respectively.
International revenue increased in absolute terms in the first half and second
quarter of fiscal 1997 compared to the same periods of fiscal 1996 primarily
due to the Company's recognition of revenue on international contracts received
in late fiscal 1996 and early fiscal 1997. The increase in domestic operating
revenue during the first quarter of fiscal 1997 from the same period in fiscal
1996 is due to the Company's recognition of revenue on the
<PAGE> 8
Page 8 FORM 10-Q
NASA contract received in the second quarter of fiscal 1997 and recognition of
revenue on the two domestic product development contracts received in late
fiscal 1996.
Management expects a significant portion of the Company's revenue to be
generated from the international market in fiscal 1997 and future years. To
mitigate foreign currency transaction losses, international contracts are
denominated in U.S. dollars and large standard product contracts are generally
secured by irrevocable letters of credit. The Company also receives
substantial deposits on many large contracts with international customers.
BUSINESS DEVELOPMENT
Growth Plan
One challenge facing the Company is to develop additional markets that will
allow future growth in revenues and profits. In early fiscal 1995, management
developed a three-pronged growth plan to add revenue and profits to the
Company's current core business. Since that time, management has concentrated
its efforts on the two areas of the plan with the most near-term potential.
The first growth area involves the use and sale of airborne digital cameras
(ADC) developed by the Company for the mapping of infrastructure within narrow
corridors. Examples of the types of infrastructure that would be mapped with
such a system include gas pipelines, electrical distribution systems, railroads
and highways. The Company is currently developing an enhanced version of the
ADC and is investigating various image processing systems that may be bundled
with the ADC for delivery to its customers and for use by the Company in
performing services for customers. The Company completed three contracts in
fiscal 1996 for which it utilized the ADC. The Company believes that there is
a sizable market for data that can be produced with its current ADC and
believes that the completion of the enhanced ADC will give the Company added
capabilities, increasing the size of the potential market. In the fourth
quarter of fiscal 1996, the Company entered into a Marketing Alliance with a
major company which provides infrastructure maintenance services to electric
and gas utilities and railroads in the United States and Canada. Although the
Company has not received any such contracts in fiscal 1997, the marketing by
the Company's partner in the first half of fiscal 1997 has generated interest
in the above market which the Company hopes to turn into orders in the last
half of the year. The Company is also continuing to pursue various
alternatives to obtain the additional funding necessary to bring these services
to market. However, there can be no assurance that such funding will be
obtained. See "Liquidity and Sources of Capital".
The other growth area involves performing domestic environmental surveys to
provide a better applications market for its airborne multispectral scanners.
In order to exploit this market, the Company must perform specific applications
and show the results to be reliable and cost-effective. To date, the Company
has completed several contracts in this area and continues to pursue other
demonstration projects.
Although implementation of the growth plan began in fiscal 1995, material
revenue impact is not expected until late fiscal 1997 at the earliest. These
strategies are intended to reduce fluctuations
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Page 9 FORM 10-Q
in the Company's revenue and earnings and enhance the Company's profitability
and stockholder value. However, the Company's implementation of these growth
initiatives has been slowed by the small size of the Company's staff, by its
current financial position and by the lack of solid market information caused
by the Company's limited resources. The Company is seeking partners and
additional financing to help bring these services into the market more quickly.
See "Liquidity and Sources of Capital".
New Orders and Backlog
In the six months ended January 31, 1997, the Company received orders in the
amount of approximately $2,185,000 as compared to approximately $245,000 in the
comparable period of fiscal 1996. Approximately $1,189,000 of the bookings
received by the Company in the first quarter of fiscal 1997 were for standard
products, with the remainder for product development orders. The Company's
backlog at the end of the second quarter was approximately $1,691,000, compared
to approximately $153,000 at the end of the comparable period in fiscal 1996.
Approximately $533,000 of the January 31, 1997 backlog is for standard
products, with the majority of the balance being related to the NASA contract
received in the second quarter and the two Phase II Small Business Innovation
Research (product development) contracts awarded during the first quarter of
fiscal 1996 and executed in the third quarter.
The Company is engaged in negotiations for several standard product orders. The
negotiations for these orders have not been finalized and there can be no
assurance that these orders will be received. The Company has begun production
for some of these standard product orders and has costly subcomponents for one
of the potential orders in stock.
The Company's ability to retain its line of credit and continue operations
depends upon the receipt of additional significant orders during fiscal 1997 in
addition to the orders already received in fiscal 1997. Management is hopeful
that such orders will be received although no assurances can be given. See
"Liquidity and Sources of Capital". The results of operations for future
periods are dependent upon the receipt and timing of future orders and the
success of management's growth strategy.
COST OF REVENUE
In the first half and second quarter of fiscal 1997, cost of revenue as a
percentage of revenue decreased significantly for standard products and to a
lesser extent for product development compared to the same periods in fiscal
1996 due primarily to economies of scale resulting from the significant
increase in backlog and the level of operations over 1996 levels.
The cost of revenue percentage for the remainder of fiscal 1997 will be
dependent upon the timing and mix of future contracts. See "Business
Development - New Orders and Backlog".
<PAGE> 10
Page 10 FORM 10-Q
RESEARCH AND DEVELOPMENT
Research and development expense declined in the first half and second quarter
of fiscal 1997 as compared to the same periods one year earlier primarily due
to a significant portion of the ADC enhancements being completed in the first
half of fiscal 1996. The higher research and development expense in the first
half of fiscal 1996 was also due to the higher than normal overhead rates which
resulted from the Company operating significantly below capacity.
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense decreased in the first half and second
quarter of fiscal 1997 compared to the same periods in fiscal 1996, primarily
due to the Company's fiscal 1996 third quarter staffing reductions.
INTEREST
Interest expense was slightly lower in the first half and second quarter of
fiscal 1997 compared to the same periods in fiscal 1996 due principally to the
Company's reduced borrowings.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's primary sources of liquidity were funds from operations and
borrowings under a secured line of credit. The Company's line of credit
provides for borrowings of up to $1,550,000, with an availability formula
allowing borrowings of up to $950,000 based on the value of the real estate,
with the remaining available borrowings based on 50% of the value of certain
receivables specified in the line of credit agreement. The line of credit is a
demand note which is secured by substantially all of the Company's assets and
contains no financial covenants. The interest rate on both the line of credit
and the mortgage is at one and one-half percent above the bank's prime rate.
As of January 31, 1997, borrowings under the line of credit formula were
limited to approximately $1,194,000 pursuant to the availability formula. At
that date, the Company had an outstanding balance of $250,000 under the line
of credit and an additional $238,000 of the line reserved for a standby letter
of credit. The mortgage continues to require the Company to make monthly
payments of $3,583 for both principal and interest and to make a balloon
payment on November 1, 2000.
The bank is permitted under the line of credit agreement to declare such
indebtedness due and payable at any time and is not obligated to make further
advances at any time. If the Company is unable to borrow amounts necessary to
fund its operations or is required by the bank to repay the line of credit, its
financial position would be materially and adversely affected and the Company
may have no choice but to cease operations. Moreover, the Company must
continue to significantly increase its backlog during fiscal 1997 in order to
generate sufficient cash flow to sustain its operations.
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Page 11 FORM 10-Q
In order to provide additional working capital and retire current debt, the
Company is attempting to sell its building and lease back a portion of the
facility from the new owner. There can be no assurance that the building can
be sold at a price acceptable to the Company or that an acceptable lease-back
agreement can be negotiated. If the Company must relocate, management is
confident that a suitable facility can be found and that the Company's business
will not be materially disrupted. The sale of the building is expected to
result in the repayment of all currently outstanding indebtedness to the
Company's bank lender and the termination of the existing line of credit.
Management believes that a new line of credit supported by receivables and
other assets of the Company can be negotiated with the current bank lender, or
a substitute bank, which will be adequate to support the Company's working
capital needs provided that the Company's backlog increases significantly over
the current level. The Company might also negotiate a line of credit secured
by the irrevocable letters of credit received on large orders from
international customers. However, any new line of credit is likely to permit
substantially less borrowing than the current line of credit. There can be no
assurance that the Company will be able to acquire a replacement line of credit
at all or that the level of borrowing permitted under any replacement line of
credit will be adequate for the Company's working capital needs. The Company
is also actively pursuing additional equity financing through discussions with
potential investors possessing related technological and/or marketing
capabilities that can help the Company develop new markets for its
infrastructure mapping capability using the ADC. However, there can be no
assurance that such financing can be obtained.
Working capital increased to $274,000 at January 31, 1997 from $213,000 at
July 31, 1996, due primarily to the reduction in inventory. Current assets
declined by approximately $254,000 due primarily to the utilization of
inventory parts for orders received in the first quarter and by the collection
of a portion of the July 31, 1996 accounts receivable. Funds from these
collections and from customer deposits were used for payments on the line of
credit.
Current liabilities decreased in the half of fiscal 1997 largely due to
payments on its line of credit and payment of accounts payable items, offset by
an increase in accrued commissions related to the standard product order
received in the first quarter. Cash flow from operating activities was
$556,000 during the first half of fiscal 1997 as compared to $390,000 in the
first half of fiscal 1996, due primarily to the $72,000 reduction in accounts
receivable, the $139,000 sale of special equipment, the $138,000 reduction of
inventory and the $150,000 increase in customer deposits.
The Company expects to invest approximately $50,000 during the remainder of
fiscal 1997 for capital expenditures, primarily for equipment and software
relating to the Company's growth plan. Due to its current financial position,
the Company intends to reduce internal research and development expenses and to
keep marketing and other administrative costs to a minimum until its financial
condition improves significantly.
<PAGE> 12
Page 12 FORM 10-Q
PART II - OTHER INFORMATION
All items omitted are not applicable or the answers thereto are negative.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on December 10, 1996 at
which the stockholders considered and voted on the election of five directors.
The results of the voting are as follows:
Nominee Votes For Votes
Withheld
Thomas R. Ory 338,967 15,703
William S. Panschar 338,516 16,154
Philip H. Power 339,317 15,353
John D. Sanders 339,316 15,354
Charles G. Stanich 339,067 15,603
Item 6(a): Exhibits
Exhibit No. Description
10.614 Form of Non-Qualified Stock Option Agreement Under
Long-Term Incentive Plan
27 Financial Data Schedule
<PAGE> 13
Page 13 FORM 10-Q
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.
DAEDALUS ENTERPRISES, INC.
Date: March 7, 1997 by: /s/ Thomas R. Ory
-----------------------------------------
Thomas R. Ory, President & CEO
(Duly Authorized Officer)
Date: March 7, 1997 by: /s/ Jane E. Barrett
-----------------------------------------
Jane E. Barrett, Treasurer
(Principal Financial & Accounting Officer)
<PAGE> 14
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
10.614 Form of Non-Qualified Stock Option Agreement Under Long-Term
Incentive Plan
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 10.614
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
DAEDALUS ENTERPRISES, INC.
LONG-TERM INCENTIVE PLAN
THIS AGREEMENT is entered into effective as of [DATE] by and between DAEDALUS
ENTERPRISES, INC. ("Corporation") and <OPTIONEE> ("Optionee"), pursuant to the
Corporation's Long-term Incentive Plan (the "Plan"). The Corporation hereby
grants to the Optionee a Nonqualified Stock Option to purchase a total of
<TOTAL SHARES> shares of Common Stock, subject to the terms and conditions
contained in the Plan and as hereinafter provided (the "Option"). Capitalized
terms not defined in this Agreement shall have the meanings respectively
ascribed to them in the Plan.
OPTION PRICE
The Option shall be exercisable at a price of [PRICE-PER-SHARE] per share.
OPTION EXERCISE
1. The Option shall become exercisable in installments as follows:
Date Number
<DATE 1> <GRANT 1> shares
<DATE 2> an additional <GRANT 2> shares
To the extent not exercised, installments shall accumulate and the
Optionee may exercise them thereafter in whole or in part. In the event
of a Change in Control, the Option immediately shall become exercisable in
full. Any provision of this Agreement to the contrary notwithstanding,
the Option shall expire on, and no longer be exercisable after, the date
which is the <NO. YEARS> anniversary of the date of this Agreement (the
"Expiration Date").
2. The Option shall be exercisable by delivery to the President of the
Corporation of a written and duly executed notice in the form attached
hereto.
3. Payment of the full purchase price of any shares with respect to which the
Option is being exercised shall accompany the notice of exercise of the
Option. Payment shall be made in any of the following ways: (a) in cash,
(b) by certified check, bank draft or money order, or (c) by delivery to
the Corporation of a properly executed exercise notice, acceptable to the
Corporation, together with irrevocable instructions to the Optionee's
broker to deliver to the Corporation
<PAGE> 2
sufficient cash to pay the exercise price and any applicable income and
employment withholding taxes (the "cashless exercise procedure").
TERMINATION
1. Termination Prior to Option Becoming Exercisable. If Optionee's
employment is terminated for any reason prior to the date that the Option
or a portion thereof first becomes exercisable, such Option or portion
thereof shall terminate and all rights thereunder shall cease.
2. Termination After Option Becomes Exercisable. To the extent an Option is
exercisable and unexercised on the date the Optionee's employment is
terminated:
(a) for any reason other than death, disability or retirement, the Option
shall terminate on the earlier of (i) the expiration date of the Option,
and (ii) the first anniversary of such Optionee's termination;
(b) because the Optionee has died or become subject to a disability, the
Option shall terminate on the first anniversary of the date of the
Optionee's termination; or
(c) due to retirement, the Option shall terminate on the earlier of (i)
the expiration date, and (ii) the second anniversary of the Optionee's
termination.
During the period from the Optionee's termination until the termination of
the Option, the Optionee, or the person or persons to whom the Option shall
have been transferred by will or by the laws of descent and distribution,
may exercise the Option only to the extent that such Option was exercisable
on the date of the Optionee's termination.
OPTIONEE'S AGREEMENT
The Optionee agrees to all the terms stated in this Agreement, as well as to
the terms of the Plan, a copy of which is attached hereto and of which the
Optionee acknowledges receipt.
RIGHTS AS SHAREHOLDER
The Optionee shall have no rights as a shareholder of the Corporation with
respect to any of the shares covered by the Option until the issuance of a
stock certificate or certificates upon the exercise of the Option, and then
only with respect to the shares represented by such certificate or
certificates. No adjustment shall be made for dividends or other rights with
respect to such shares for which the record date is prior to the date such
certificate or certificates are issued.
<PAGE> 3
NON-TRANSFERABILITY OF OPTION
The Option shall not be transferred in any manner other than by will or the
laws of descent or distribution. During the lifetime of the Optionee, the
Option shall be exercised only by the Optionee. No transfer of the Option
shall be effective to bind the Corporation unless the Corporation shall have
been furnished with written notice thereof and such evidence as the Corporation
may deem necessary to establish the validity of the transfer and the acceptance
by the transferee of the terms and conditions of the Option.
COMPLIANCE WITH SECURITIES, TAX AND OTHER LAWS
The Option may not be exercised if the issuance of shares upon such exercise
would constitute a violation of any applicable Federal or state securities law
or any other law or valid regulation. As a condition to exercise of the
Option, the Corporation may require the Optionee, or any person acquiring the
right to exercise the Option, to make any representation or warranty that the
Corporation deems to be necessary under any applicable securities, tax, or
other law or regulation.
ADJUSTMENTS
The Optionee acknowledges the power of the Committee under Section 6.1 of the
Plan to adjust the number of shares which may be purchased pursuant to the
Option and the exercise price of the Option upon the occurrence of certain
events to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available by the grant of the Option.
NO RIGHT TO REMAIN IN OFFICE
The granting of the Option does not confer upon the Optionee any right to be
retained as an Employee.
AMENDMENT AND TERMINATION OF OPTION
Except as otherwise provided in this Agreement, the Corporation may not,
without the consent of the Optionee, alter or impair any Option granted under
the Plan. The Option shall be considered terminated in whole or in part, to
the extent that, in accordance with the provisions of the Plan, it can no
longer be exercised for shares originally subject to the Option.
NOTICES
Every notice relating to this Agreement shall be in writing and if given by
mail shall be given by registered or certified mail with return receipt
requested. All notices to the Corporation or the Committee shall be sent or
delivered to the President of the Corporation at the Corporation's
headquarters. All notices by the Corporation to the
<PAGE> 4
Optionee shall be delivered to the Optionee personally or addressed to the
Optionee at the Optionee's last residence address as then contained in the
records of the Corporation or such other address as the Optionee may designate.
Either party by notice to the other may designate a different address to which
notices shall be addressed. Any notice given by the Corporation to the
Optionee at the Optionee's last designated address shall be effective to bind
any other person who shall acquire rights hereunder.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed this Agreement effective as of the date and year first
above written.
DAEDALUS ENTERPRISES, INC.
By:
-------------------------------
Its: President
---------------------
OPTIONEE: <OPTIONEE>
---------------------
-------------------------------
(signature)
<PAGE> 5
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
GRANTED UNDER THE DAEDALUS ENTERPRISES, INC.
LONG-TERM INCENTIVE PLAN
President
Daedalus Enterprises, Inc.
P.O. Box 1869
Ann Arbor MI 48106-1869
An Option was granted to me on ___________________, 19__ to purchase ______
shares of Daedalus Enterprises, Inc. Common Stock at a price of $_________ per
share (the "Option").
I hereby elect to exercise the Incentive Stock Option with respect to ________
shares. Payment of the exercise price is being made as follows:
____ Cash delivered with this notice.
Certified check, bank draft or money order delivered
____ with this notice.
____ Subject to Section 2(c) of the Agreement relating to the
Option, I am making a "cashless exercise" and have
given the designated broker the irrevocable
instructions required by the Plan.
A combination of the above, described below, equal to
____ the exercise price:
________________________________________________________
________________________________________________________
________________________________________________________
The stock certificate for the shares acquired upon exercise should be issued
to:
Name: _____________________
Address: _____________________
_____________________
Social Security No.: _____________________
I hereby agree to notify the President of the Corporation if I dispose of the
shares acquired pursuant to the exercise of this Option prior to one year after
the date on which the Option was granted or two years after the date on which
the option is exercised.
Dated: _________________ Signature: _____________________
Print Name: _____________________
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 6,773
<SECURITIES> 0
<RECEIVABLES> 735,295
<ALLOWANCES> 2,500
<INVENTORY> 502,196
<CURRENT-ASSETS> 13,512
<PP&E> 2,846,661
<DEPRECIATION> 1,675,251
<TOTAL-ASSETS> 2,436,943
<CURRENT-LIABILITIES> 981,630
<BONDS> 0
0
0
<COMMON> 5,332
<OTHER-SE> 1,449,981
<TOTAL-LIABILITY-AND-EQUITY> 2,436,943
<SALES> 661,615
<TOTAL-REVENUES> 664,737
<CGS> 422,374
<TOTAL-COSTS> 422,374
<OTHER-EXPENSES> 263,740
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,752
<INCOME-PRETAX> 41,129
<INCOME-TAX> 0
<INCOME-CONTINUING> 41,129
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,129
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
