<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to __________
Commission file number 0-4633
DBA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0996417
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 South Woody Burke Road, Melbourne, Florida 32901
(Address of principal executive offices)
(407) 727-0660
(Registrant's telephone number, including area code)
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
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
DBA Systems, Inc. Common Stock, $.10 par value, 4,425,562 shares outstanding as
of September 30, 1997.
Total number of sequentially numbered pages: 15
The Exhibit index appears on sequential page 14
1
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
DBA SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1997 1996
(Restated)
<S> <C> <C>
Revenues $ 5,665 $ 6,293
Costs and expenses 4,973 5,759
Special charge (Note 1) 5,000 --
------- -------
Operating income (loss) (4,308) 534
Other income (expense):
Interest income 238 174
Interest expense 0 (42)
Other expense - net (70) (154)
------- -------
Total other income (expense) - net 168 (22)
------- -------
Income (loss) before taxes (4,140) 512
Less provision (benefit) for income taxes (324) 189
------- -------
Net Income (loss) $(3,816) $ 323
------- -------
------- -------
Net Earnings (Loss) per common
and common equivalent share $ (.85) $ .07
------- -------
------- -------
Net Earnings (loss) per common share
assuming full dilution $ (.85) $ .07
------- -------
------- -------
Primary weighted average shares outstanding 4,493 4,514
------- -------
------- -------
Fully diluted shares outstanding 4,493 4,527
------- -------
------- -------
</TABLE>
See accompanying Notes to Condensed Consolidated Interim Financial Statements.
2
<PAGE>
DBA SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Sept. 30, 1997 June 30, 1997
ASSETS (Unaudited) (Audited)
(Restated)
<S> <C> <C>
Current Assets:
Cash & cash equivalents $ 1,259 $ 5,595
Investments 12,321 9,311
Accounts receivable - net 2,251 3,523
Costs and estimated earnings in excess
of billings on uncompleted contracts 3,214 2,318
Inventory 1,998 1,984
Deferred income taxes 650 --
Other current assets 741 438
-------- --------
Total Current Assets 22,434 23,169
-------- --------
Property:
Cost 16,765 16,694
Less accumulated depreciation
and amortization 10,840 10,667
-------- --------
Property--net 5,925 6,027
-------- --------
Other Assets:
Cost in excess of value of net assets of
businesses acquired 222 224
Real estate held for sale. (Note 1) 2,325 4,347
Investment in preferred stock. 1,600 0
Other assets 220 247
-------- --------
Total Other Assets 4,367 4,818
-------- --------
Total Assets $ 32,726 $ 34,014
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 845 $ 1,050
Accrued expenses 985 1,122
Billings in excess of costs and estimated
earnings on uncompleted contracts 881 1,071
Income Taxes Payable 509 183
Estimated losses on uncompleted contracts 1,109 1,398
Other current liabilities 173 15
-------- --------
Total Current Liabilities 4,502 4,839
-------- --------
Non-current liabilities (Note 1) 2,850 --
Stockholders' Equity:
Common stock 557 557
Paid-in capital 24,554 24,539
Retained earnings 19,337 23,153
-------- --------
Total 44,448 48,249
Treasury stock (19,074) (19,074)
-------- --------
Stockholders' Equity - net 25,374 29,175
-------- --------
Total Liabilities and Stockholders' Equity $ 32,726 $ 34,014
-------- --------
-------- --------
</TABLE>
See Notes to Condensed Consolidated Interim Financial Statements.
3
<PAGE>
DBA SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPT. 30.
1997 1996
(Restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(3,816) $ 323
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation & amortization 244 261
Gain on disposal -- (13)
Special charge (Note 1) 5,000 --
Deferred income taxes (650) --
Decrease (increase) in current assets:
Accounts receivable 1,272 783
Costs and estimated earnings in excess
of billings on uncompleted contracts (896) (462)
Inventory (14) 113
Other current assets (303) (5)
Increase (decrease) in current liabilities:
Accounts payable (205) 312
Accrued expenses 189 (105)
Billings in excess of costs and
estimated earnings on uncompleted
contracts (190) (422)
Estimated losses on uncompleted
contracts (289) 389
Other current liabilities 8 (50)
Other - net 0 3
------- -------
Net cash provided by operating activities 350 1,127
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 15 0
------- -------
Net cash provided by financing activities 15 0
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Investments (3,010) 0
Investment in preferred stock. (1,600) 0
Capital expenditures (91) (119)
Proceeds from sale of property 0 14
------- -------
Net cash used in investing activities (4,701) (105)
------- -------
Net increase (decrease) in cash during
the period (4,336) 1,022
Cash and cash equivalents at beginning
of period 5,595 2,699
------- -------
Cash and cash equivalents at end of
period $ 1,259 $ 3,721
------- -------
------- -------
</TABLE>
See Notes to Condensed Consolidated Interim Financial Statements.
4
<PAGE>
DBA SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
(1) The accompanying Condensed Consolidated Interim Financial Statements of
DBA Systems, Inc. ("the Company" or "DBA") should be read in conjunction
with the Notes to Consolidated Financial Statements contained in the
Company's Annual Report on Form 10-K to the Securities and Exchange
Commission for the year ended June 30, 1997. The accompanying financial
statements contained herein reflect all adjustments of a normal recurring
nature which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. The results
of operations for the interim periods contained herein are not necessarily
indicative of the results to be expected for the fiscal year.
The accompanying unaudited financial statements for the three months ended
September 30, 1997 have been restated from amounts previously reported to
reflect the recognition of a special charge of $5.0 million composed of a
$2.0 million write down of an Asset Held for Sale and $3.0 million related
to the accrual of certain environmental liabilities as follows:
(a) The Asset Held for Sale is a 141,000 square foot manufacturing
facility in Kissimmee, Florida which was originally classified as
held for sale in June 1996, at which time the recorded book value
was approximately $4.4 million. An independent appraisal of the
property and land was performed in August 1996, which indicated a
market value of approximately $5.0 million. Thereafter, the
property was listed for sale with a realtor for approximately $5.2
million. Several potential buyers expressed interest in acquiring
the property throughout fiscal 1997, and in July 1997, the Company
received a written offer from a prospective buyer and entered into
negotiations for the sale of this property to this buyer for
consideration approximating the recorded book value. Ongoing
negotiations with this buyer ultimately proved unsuccessful and no
further offers were received until October 1997. The offer received
in October 1997 led management to conclude that there had been an
impairment in the carrying value of the asset of approximately $2.0
million. Since this impairment was determined prior to the issuance
of the Company's reported results from operations for the quarter
ended September 30, 1997, a corresponding adjustment to reflect this
impairment has been recorded in the accompanying financial
statements for this quarter. This amount reflects an adjustment to
the previously reported results of operations for this quarter.
(b) In August 1997, DBA management entered into discussions with The
Titan Corporation with regard to a potential acquisition of the
Company by Titan. In October 1997, Titan commenced its acquisition
due diligence process, which included engaging independent
environmental consultants to perform a preliminary environmental
site assessment of all DBA's land and property. This study revealed
certain environmental matters, which included, but was not limited
to, soil contamination and potential asbestos and lead based paint
contamination, all of which DBA management had no prior knowledge.
5
<PAGE>
The Company subsequently engaged these environmental consultants to
assist in determining the potential range of costs to remediate such
contamination as well as to determine whether any additional
environmental exposures exist with the Company's property. An
initial assessment considering pre clean-up activities, and
operation and maintenance of the remediation plan indicates that
these costs could range from approximately $3.0 million to $5.5
million (undiscounted). Such amounts represent an initial estimate,
which could change significantly as more extensive studies are
performed. In accordance with SFAS No. 5, "Accounting for
Contingencies" and SOP 96-1, "Environmental Remediation
Liabilities", the Company recorded a $3.0 million charge,
representing the low end of the estimate as no amount within the
range was deemed to be a better estimate at that time. The
environmental remediation actions are being undertaken at the sole
discretion of management and have not been induced by threat, by
government agencies, or by litigation. Therefore, amounts included
in the aforementioned estimates, specifically related to legal costs
and internal labor costs, are not significant relative to the total
estimated costs. Since this environmental issue initially became
known to management and was reasonably quantifiable in October 1997,
prior to the Company's release of its quarterly results from
operations for the three months ended September 30, 1997, an
adjustment of $3.0 million was recorded in the accompanying income
statement for this quarter. In the accompanying balance sheet,
approximately $.2 million is included in Other current liabilities
and the remaining $2.8 million is included in Non-current
liabilities, based upon the estimated timing of payments related to
this liability. This amount represents an adjustment to the
previously reported results for this quarter.
A summary of the special charges noted above and the impact on net income
(loss) and earnings per share is as follows (in thousands):
3 mos ended
Sep 30, 1997
------------
Net income (loss) as
originally reported $ 534
-------
Special Charges:
Write-down of Asset Held
For Sale 2,000
Environmental costs 3,000
-------
Total special charges $ 5,000
Tax impact of special charges (650)
-------
Net income (loss) as
restated $(3,816)
-------
-------
6
<PAGE>
3 mos ended
Sep 30, 1997
------------
Basic earnings per share
as originally reported: $ 0.12
Basic earnings (loss) per
share as restated: $(0.85)
Diluted earnings per share
as originally reported: $ 0.12
Diluted earnings (loss)
per share as restated: $(0.85)
(2) Refer to the Company's Annual Consolidated Financial Statements for the
Year Ended June 30, 1997, for a description of accounting policies, which
have been continued without change. Also, refer to the Notes included in
those Consolidated Financial Statements for additional details of the
Company's financial condition, results of operations and changes in
financial position.
(3) Inventories consist of the following (in thousands):
Sept. 30, 1997 June 30, 1997
-------------- -------------
(Unaudited) (Audited)
Finished Goods $ 1,815 $ 1,815
Work in Progress 125 103
Raw Materials 58 66
------- -------
TOTAL $ 1,998 $ 1,984
------- -------
(4) Net earnings per common and common equivalent share are computed by
dividing net income by the weighted average number of common shares and
common equivalent shares outstanding during the period. Common equivalent
shares consist of common stock, which may be issued upon exercise of
outstanding stock options. For the three-month periods ending September
30, 1997 and 1996, weighted average shares outstanding were 4,493,000 and
4,514,000, respectively.
7
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The forward-looking statements included in Management's Discussion and
Analysis of Financial Condition and Results of Operations, which reflect
management's best judgment based on factors currently known, involve risks
and uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors as discussed below. Forward-looking information provided by DBA
Systems pursuant to the safe harbor established by recent securities
legislation should be evaluated in the context of these factors.
BUSINESS ENVIRONMENT
Over the past year the defense industry experienced further mergers and
consolidations of Government contractors. This trend is expected to increase
in pace but decrease in size as the pool of candidate merger companies
contracts. The U.S. general economy is enjoying an unprecedented boom period
with low interest rates, unemployment and inflation. On the other hand, the
Federal Government continues to decrease in size and increase the scrutiny of
its spending in the defense area as the country anticipates a "peace
dividend" resulting from the end of the Cold War. Therefore, competition for
available Government contracts remains intense, especially as merged firms
are able to muster greater resources in the development and proposal process.
In response, the Company continues its policy of aggressively managing costs
while focusing resources on new business opportunities with the greatest
promise of success.
Liabilities remain at very low levels and liquid assets at very high levels
while the Company poises itself to expand by taking advantage of commercial
market opportunities. The Company is seriously seeking to acquire other
companies and/or product lines in its bid to broaden sales within core
competencies and enhance shareholder value. Indirect costs have been
maintained at low levels to enhance competitiveness in the fierce
marketplace. The Company will continue to maintain this posture as it marches
through the challenging transition period of capturing commercial markets.
Meanwhile, the Company's two long-term traditional Government customers that
make up two-thirds of the revenue base are projected to continue their
current levels of revenues in the foreseeable future.
Reduction in the Department of Defense budget, continued Congressional and
regulatory oversight of the Government procurement process, increased
competition within the Company's traditional market niches, and the current
Government procurement policy to award contracts based primarily on price and
not exclusively on technical capabilities are all factors which may have a
material effect on the Company's future operating revenues and profit
margins. The Government's decisions regarding options presently held by the
Company under existing contracts may also have an impact on the Company.
These trends may result in delays in previously anticipated contracts or the
loss of anticipated business to competitors. As a result, the reported
financial information may not necessarily be indicative of the Company's
future operating results or financial condition.
8
<PAGE>
RESULTS OF OPERATIONS
During the three-month period ended September 30, 1997, DBA recorded revenues
of $5,665,000, down $628,000 from the $6,293,000 recorded in the comparable
three-month period in the prior fiscal year. While revenues increased by
$720,000 in Proprietary Imagery Exploitation (PIE) and $363,000 in Commercial
Imagery Exploitation (CIE), there were offsetting decreases of $1,374,000 in
Systems Engineering/Development (SED) and $339,000 in Tactical Imagery
Exploitation (TIE). System Engineering/Development revenue decreases were
mainly due to a revenue drop of $634,000 in IRTS, $273,000 in Avenger
Tracker, and $229,000 in Training and Simulation business. Each of these SED
programs, however, is expected to pick up in sales in the coming quarters.
Tactical Imagery Exploitation revenue decreases were due to expected lower
levels of material procured as the Common Imagery Ground/Surface System
(CIGSS) contract moved into its second year of performance. Proprietary
Imagery Exploitation revenue increases were due to recovery to full DBA
program manpower staffing levels as well as increased non-labor expenses in
updating software and hardware capabilities. Commercial Imagery Exploitation
revenue increases reflected growth from virtually no sales for the first
quarter last year to sales of $412,000 of software and digitizers for first
quarter FY 98.
The accompanying unaudited financial statements for the three months ended
September 30, 1997 have been restated from amounts previously reported to
reflect the recognition of a special charge of $5.0 million composed of a
$2.0 million write down of an Asset Held for Sale and $3.0 million related to
the accrual of certain environmental liabilities as follows:
The Asset Held for Sale is a 141,000 square foot manufacturing facility
in Kissimmee, Florida which was originally classified as held for sale in
June 1996, at which time the recorded book value was approximately $4.4
million. An independent appraisal of the property and land was performed in
August 1996, which indicated a market value of approximately $5.0 million.
Thereafter, the property was listed for sale with a realtor for approximately
$5.2 million. Several potential buyers expressed interest in acquiring the
property throughout fiscal 1997, and in July 1997, the Company received a
written offer from a prospective buyer and entered into negotiations for the
sale of this property to this buyer for consideration approximating the
recorded book value. Ongoing negotiations with this buyer ultimately proved
unsuccessful and no further offers were received until October 1997. The
offer received in October 1997 led management to conclude that there had been
an impairment in the carrying value of the asset of approximately $2.0
million. Since this impairment was determined prior to the issuance of the
reported results from operations for the quarter ended September 30, 1997, a
corresponding adjustment to reflect this impairment has been recorded in the
accompanying financial statements for this quarter. This amount reflects an
adjustment to the Company's previously reported results of operations for
this quarter.
In August 1997, DBA management entered into discussions with The Titan
Corporation with regard to a potential acquisition of the Company by Titan.
In October 1997, Titan commenced its acquisition due diligence process, which
included engaging independent environmental consultants to perform a
preliminary environmental site assessment of all DBA's land and
9
<PAGE>
property. This study revealed certain environmental matters, which included,
but was not limited to, soil contamination and potential asbestos and lead
based paint contamination, all of which DBA management had no prior knowledge.
The Company subsequently engaged these environmental consultants to
assist in determining the potential range of costs to remediate such
contamination as well as to determine whether any additional environmental
exposures exist with the Company's property. An initial assessment
considering pre clean-up activities, and operation and maintenance of the
remediation plan indicates that these costs could range from approximately
$3.0 million to $5.5 million (undiscounted). Such amounts represent an
initial estimate, which could change significantly as more extensive studies
are performed. In accordance with SFAS No. 5 "Accounting for Contingencies"
and SOP 96-1 "Environmental Remediation Liabilities", the Company recorded a
$3.0 million charge, representing the low end of the estimate as no amount
within the range was deemed to be a better estimate at that time. The
environmental remediation actions are being undertaken at the sole discretion
of management and have not been induced by threat, by government agencies, or
by litigation. Therefore, amounts included in the aforementioned estimates,
specifically related to legal costs and internal labor costs, are not
significant relative to the total estimated costs. Since this environmental
issue initially became known to management and was reasonably quantifiable in
October 1997, prior to the Company's release of its quarterly results from
operations for the three months ended September 30, 1997, an adjustment of $3
million was recorded in the accompanying income statement for this quarter.
In the accompanying balance sheet, approximately $.2 million is included in
Other current liabilities and the remaining $2.8 million is included in
Non-current liabilities, based upon the estimated timing of payments related
to this liability. This amount represents an adjustment to the previously
reported results for this quarter.
Excluding the special charge noted above, operating income was $692,000
during the current three-month period, up $158,000 from $534,000 in the
comparable period in the prior fiscal year. The current quarter's operating
margin excluding the special charge was 12.2% as compared to the operating
margin of 8.5% in the prior year's comparable quarter. The increase in the
operating profit excluding the special charge was attributable primarily to
an increase of $100,000 in Proprietary Imagery Exploitation and $53,000 in
Systems Engineering/Development as compared to FY 97. Proprietary Imagery
Exploitation enhanced performance for first quarter FY 98 reflected an
increase in revenues due to greater contract material expenditures and labor
as well as higher award fee. Systems Engineering/Development's more
favorable performance for first quarter FY 98 reflected successful completion
of certain Avenger Tracker contracts.
During the three-month period ending September 30, 1997, the Company recorded
new business bookings of $2,521,000 as compared to $2,133,000 in the prior
year. As a result, the backlog at September 30, 1997 was approximately
$13,300,000, down $3,300,000 as compared to the June 30, 1997 balance of
approximately $16,600,000. An order is entered into backlog only when the
Company receives a definite commitment from a customer. The decreasing trend
in backlog is expected to reverse itself over the next two quarters as the
Company receives extensions to its contracts in the Proprietary Imagery
Exploitation ($6-7 million) and Tactical Imagery Exploitation ($3-4 million).
Furthermore, to date only $840,000 has been booked of the $10.6
10
<PAGE>
million Asset Monitor contract with Flash Comm which was announced on
September 29, 1997. Significant further bookings are expected to be taken
before the year end as this emerging market is penetrated.
Interest expense during the current period was $0 as compared to $42,000
recorded in the comparable quarter in the prior fiscal year since all
remaining debentures were liquidated in December 1996. The Company has no
long term debt. Interest income increased by $64,000 as the amount of the
invested cash averaged $1.4 million more during the first quarter of FY 98.
The tax benefit for the three months ended September 30, 1997 represents the
deferred tax benefit, primarily resulting from the special charge noted
above, net of a valuation allowance, which management believes more likely
than not will be realized in future periods. The tax provision for the three
months ended September 30, 1996 approximates the statutory federal and state
income tax rates.
As a result of the above factors, specifically the special charge noted
above, a net loss of $3,816,000 in the current period ended September 30,
1997 was compared to net income of $323,000 in the same period of the prior
fiscal year. Fully diluted per share amounts were a loss of $.85 for the
three months ending September 30, 1997 versus $.07 profit recorded in the
comparable quarter in the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had working capital of approximately
$17,932,000, down $398,000 or 2.2%, when compared to the $18,330,000 as of
June 30, 1997. Accounts receivable-net decreased $1,272,000 from $3,523,000
at June 30, 1997 to $2,251,000 at September 30, 1997 due to efficient
collection of outstanding trade receivables and aggressive pursuit of "past
due" accounts. Costs and estimated earnings in excess of billings on
uncompleted contracts increased from $2,318,000 at June 30, 1997 to
$3,214,000 at September 30, 1997 mainly due to timing differences with
contract material in Proprietary Imagery Exploitation.
The Company is seriously studying several further investment opportunities in
planning to utilize part of its remaining $14 million of cash in order to
increase return-on-equity and enable the Company to grow in revenue and
income. Additionally, recently the Company engaged The Robinson-Humphrey
Company, Inc., investment bankers from Atlanta, to develop, evaluate and
report to the Board of Directors on alternatives to maximize shareholder
value. The alternatives being evaluated by Robinson-Humphrey are not
constrained and they cover the gamut including sale of the Company or a
division thereof, merger acquisitions or divestitures, revising the Company's
capital structure, and identifying possible strategic partners. In that
vein, the Company has engaged in the past and continues to engage from time
to time in discussions with various parties with respect to possible
transactions as described above, but the Company has not entered into any
agreement to effect any such transaction, except the transactions with Flash
Comm, Inc. as discussed below.
11
<PAGE>
In September 1997 the Company invested $1.6 million by purchasing convertible
preferred Series B stock in Flash Comm, Inc.(FCI). This investment will
result in 6.2% ownership of FCI, or 7.2% if DBA exercises outstanding
warrants. DBA is the manufacturing partner for FCI, a start-up company which
awarded a $10.6 million contract to DBA for the design, development, and
manufacturing of asset monitors for its truck-trailer location device. FCI's
ability to perform on this contract is subject to FCI's ability to obtain
significant additional debt and/or equity financing.
The Company's $4,000,000 unsecured line of credit with a bank expires January
31, 1998 and is expected to be renewed. Amounts drawn on this line of credit
accrue interest at either the bank's prime rate or LIBOR plus 1.75% as
selected by the Company upon utilization of any portion of the line of
credit. The Company had no borrowings against the line of credit at
September 30, 1997.
On February 26, 1997 the Company announced that its Board of Directors
authorized a stock repurchase program whereby the Company may repurchase up
to 200,000 shares of its outstanding stock in the open market or in
negotiated transactions through August 31, 1997 and at such prices as the
Company may decide. This action was taken based on the assessment that DBA's
common shares were undervalued. During the authorized period, the Company
repurchased 1,500 shares of common stock on the open market.
During the quarter ending September 30, 1997, the Company acquired capital
equipment of approximately $91,000.
The Company believes liquidity and capital funding requirements for fiscal
1998 can be internally satisfied from working capital.
PART II -- OTHER INFORMATION
ITEM 5. -- OTHER INFORMATION
On September 29, 1997 the Company announced the signing of a $10.6 million
Agreement with Flash Comm, Inc. (FCI) for the design, development, and
manufacture of mobile sensor and transceiver asset monitor units to be
employed in a two-way, North American continent wireless data communications
system. The asset monitor units enable operators in the commercial
transportation market to track fixed and mobile assets such as trucks and
trailers. FCI is majority owned by HVFM-II, whose major investor is the
Harris Corporation. HVFM-II partners with Harris for Harris' commercial
technology spin-offs, counting among its accomplishments a portfolio of
successful startup commercial companies.
In July the Company announced the award of a $1 million two year contract by
US Army Communications/Electronics Command (CECOM) for depot level repair and
overhaul of Vertical Displacement Gyroscopes. The award of this contract
marks DBA's return to the gyro business and will position the Company to
pursue other depot level gyro repair contracts.
12
<PAGE>
ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibit index filed with this report is on page 14.
(b) Reports on Form 8-K - none.
Pursuant to the requirements of Section 13 and 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be executed
on its behalf by the undersigned, thereto duly authorized.
DBA SYSTEMS, INC.
Date: By:
-------------------- -----------------------------
Eric M. DeMarco
Principal Accounting Officer
13
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DBA SYSTEMS, INC.
EXHIBIT INDEX
Page No.
--------
Exhibit 11 - Computation of earnings (loss) per share 15
14
<PAGE>
EXHIBIT 11
DBA SYSTEMS, INC.
COMPUTATION OF EARNINGS (LOSS) PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30
1997 1996
(Restated)
<S> <C> <C>
Net Income (Loss) (A) $(3,816) $ 323
Weighted Average Shares Outstanding 4,422 4,483
Incremental Shares - Stock Options 71 31
------- -------
Subtotal (B) 4,493 4,514
Incremental Shares - Stock Options 51 13
------- -------
Total (C) 4,544 4,527
------- -------
------- -------
Net Earnings (Loss) per Common and Common
Equivalent Share (A/B) $ (.85) $ .07
------- -------
------- -------
Net Earnings (loss) per common share, Assuming
Full Dilution (Cannot be Antidilutive) (A/C) $ (.85) $ .07
------- -------
------- -------
</TABLE>
15
