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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT No. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________
Commission File No. 0-8027
EASTCO INDUSTRIAL SAFETY CORP.
(Name of small business issuer in its charter)
NEW YORK 5098 11-1874010
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(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation or Code Number) Number)
organization)
130 West 10th Street, Huntington Station, New York 11746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 427-1802
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Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Class on Which Registered
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a) $.12 par value common stock ("Common Stock") Boston Stock Exchange
b) Class B Redeemable common stock purchase Boston Stock Exchange
warrant ("Class B Warrant")
Securities registered pursuant to Section 12 (g) of the Act:
a) $.12 par value common stock ("Common Stock")
b) Class A Redeemable Common Stock Purchase Warrant ("Class A Warrant")
c) Class B Redeemable Common Stock Purchase Warrant ("Class B Warrant")
Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act of 1934 during the past twelve
(12) months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to the filing requirements for
the past ninety (90) days.
YES X NO
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Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB: [X]
State registrant's revenues for its most recent fiscal year. $27,987,969
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 15, 1997 was approximately $3,825,054.
Non-affiliates include all shareholders other than officers, directors and 5%
shareholders of the Company. Market value is based upon the price of the
Common Stock as of the close of business on September 15, 1997 which was
$2.4375 per share as reported by NASDAQ.
As of September 15, 1997, the number of shares outstanding of the Common
Stock was 1,683,079 shares. The number of shares has been adjusted for prior
stock splits and estimated rounding for fractional shares.
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PART II
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
a) Not Applicable
b) Results of Operations
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The Company's net loss for fiscal 1997 was $1,392,000, as compared to
net income of $10,000 in fiscal 1996.
Consolidated net sales during fiscal 1997 increased by 3.7% to
$27,988,000 from $26,983,000 during fiscal 1996. In fiscal 1997,
Manufacturing Operations revenues increased 11.3% to $19,907,000 from
$17,889,000 in fiscal 1996 while Distribution Operations revenues decreased
11.1% to $8,081,000 in fiscal 1997 from $9,094,000 in fiscal 1996. The
Company believes that the overall increase in sales was due to continued
increased demand for the Company's products in the manufacturing segment.
The decrease in distribution sales was due to a change in focus in the
Company's customers from end users engaged in hazardous material abatement
("environmental customers") to other industrial end users ("industrial
customers"). This caused a $1,631,000 decrease in sales to environmental
customers, only partially offset by a $618,000 increase in sales to
industrial customers.
The Company's overall gross profit percentage decreased in fiscal 1997
to 14.8% as compared to 20.3% in fiscal 1996. The gross profit percentage
for the Distribution Operations decreased from 18.5% in fiscal 1996 to 16.8%
in fiscal 1997 due to a change in the customer base from environmental
customers to industrial customers where the customer base is more stable and
credit worthy. The gross profit percentage for the Manufacturing Operations
was 14.0% for fiscal 1997 as compared to 21.2% for fiscal 1996. This
reduction was caused in part by (1) our contractor in Mexico not meeting our
expected production levels, which forced higher production domestically at
higher costs, (2) higher manufacturing costs due to payroll and other
overhead increases, (3) increased sales in lower gross profit products, and
(4) continued intense competition in the marketplace.
During the first three months ended September 30, 1996 the Company
sustained a decrease in sales due to hurricanes in Puerto Rico that affected
both production and shipments and therefore sales for that quarter. This
loss in production for the quarter caused lower production efficiencies in
Puerto Rico because of the weather related down-time.
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Selling, general, and administrative expenses for fiscal 1997 were
$4,870,000 or 17.4% of sales compared to $4,546,000 or 16.8% for the prior
fiscal year. This increase was principally due to increased marketing
expenses, including a new telemarketing program and catalogs, an increase in
bad debt expense and operating expenses of the new glove manufacturing
subsidiary in Minnesota acquired during April 1997.
Interest expense was $681,000 for fiscal 1997 as compared to $836,000 in
the prior year. This decrease was due principally to a reduction in interest
rates from the Company's major lender from 2 1/2% to 1% over the prime rate
and average lower borrowings during fiscal 1997.
Net cash used for operating activities was principally a result of the
Company's net loss, an increase in inventories and a reduction in accounts
payable. Cash flows used in investing activities was for the purchase of
property, plant, and equipment, and the acquisition of the glove
manufacturing business in Minnesota completed in April 1997. Cash flows
provided by financing activities was principally from the proceeds of the
rights and public offering completed during November 1996.
The Company, in connection with the purchase of the glove manufacturing
business in Minnesota during the fourth quarter of fiscal 1997, borrowed
$440,000 from Congress, issued 100,000 shares of its common stock valued at
approximately $412,000, has agreed to make additional payments over the next
three to five years aggregating at least $240,000, and paid cash of
approximately $295,000(see Note 12 of the Notes to the Consolidated Financial
Statements).
The material loss of $1.3 million recorded by the Company in the
fourth quarter fiscal 1997 was incurred due to:
a) Serious production disruption in Mexico began in April 1997 as a result
of the withdrawal of the Company's manufacturing contractor and consequently
the need to manufacture these products at our plants in Alabama and Puerto
Rico at a net loss to meet short-term sales commitments and retain market
share. The total cost of this disruption was approximately $1,025,000.
b) The purchase of the new glove division in April 1997 which resulted in
lower than expected sales with negligible gross profit and higher selling,
general and administrative expenses. The foregoing resulted in a loss of
approximately $56,000.
c) Increases in certain reserves and expense accruals, as a result of
fourth quarter events. This included auditing fees of approximately $50,000,
bad debt and inventory reserve expenses aggregating $95,000, and advertising
and catalogs, which are consistently expensed as the catalogs are mailed, of
approximately $80,000.
The items discussed above are related wholly to fourth quarter events,
having no impact on previously filed interim financial statements.
Outstanding options and warrants did not materially dilute earnings per
share in fiscal 1996, but could do so in the future if there is a significant
increase in the spread between their exercise price and the quoted market
price of the Company's Common Stock. Such options and warrants were omitted
from the loss per share calculations in fiscal 1997, as their inclusion would
be antidilutive.
Adoption of New Accounting Standards
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The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock Based
Compensation" for stock options and warrants granted to its employees,
officers and directors and, therefore, continues to apply the provisions of
Accounting Principles Board Opinion No. 25 and related interpretations in
its accounting for such grants. Accordingly, no compensation cost is
recognized for these grants at issuance unless they are for less than fair
value or are considered a variable award. If the Company had recognized
compensation cost under the fair value method of SFAS 123, the net loss would
have been approximately $1,453,000 and the related per share loss would have
been $1.03 per share.
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Under Financial Accounting Standards Statement No. 128, "Earnings Per
Share", public companies are required to calculate their primary earnings per
share based upon the weighted average number of common shares outstanding
during the period presented. Diluted earnings per share is to be calculated
giving effect to all potentially dilutive common shares that could be issued.
This new rule becomes effective for annual and interim periods ending after
December 15, 1997 and it is not currently expected to have a material effect
on the Company's reported earnings per share.
Liquidity and Capital Resources
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The Company has working capital as of June 30, 1997 of $2,474,000 as
compared to working capital of $1,553,000 as of June 30, 1996. The increase
resulted primarily from the net proceeds of the Company's shareholder rights
and public offering offset in part by the effect of the loss for the year
ended June 30, 1997. A substantial portion of the Company's working capital
consists of inventory, which was $5,973,000 and $5,230,000 as of June 30,
1997, and 1996, respectively. The Company is required to maintain
substantial inventories of its numerous products to meet the immediate
requirements of its customers who need products on short notice and who do
not maintain an inventory of such products.
In July 1996, the line of credit with Congress was amended and extended
until October 1, 1999 with an option by Congress to extend the loan for an
additional year. The line was increased to $9,000,000 with an interest rate
at 1 1/4% above the prime rate which was reduced to prime plus 1% subsequent
to the consummation of the Company's shareholder rights and public offering.
The limits on borrowings were increased to 85% of eligible accounts
receivable and 55% of eligible inventory. The amounts outstanding at June
30, 1997, and June 30, 1996 were $5,418,000 and $5,558,000, respectively.
The Company had $629,000 available for borrowing at June 30, 1997 based on
its formula with Congress. The loan is subject to certain working capital
and net worth requirements and is collateralized by all of the assets of the
Company not previously pledged under other loan agreements. Although the
Company, at June 30, 1997, was not in compliance with the tangible net worth
requirement of the loan agreement, Congress waived this default for this
fiscal year and reduced the requirement for future periods (see Note 5 of the
Notes to the Consolidated Financial Statements). The loan agreement
prohibits the payment of cash dividends by the Company.
The Company believes that its current working capital position, line of
credit and operations will be sufficient to satisfy its cash needs through
June 30, 1998.
Management is addressing the causes of the loss incurred in fiscal 1997.
The Company has negotiated better pricing for materials used in its products
and switched to a new contractor in Mexico, who is able to produce higher
quantities of the Company's major products at an expected cost reduction of
approximately 10%. The Company's efficiency at the new glove manufacturing
business in Minnesota is also continuing to improve.
The Company has no material commitments for capital expenditures.
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As the present time, the Company, together with a variety of defendants,
is a party to various asbestos-related lawsuits involving a number of
plaintiffs alleging damages from exposure to asbestos products sold by the
Company. The Company may become a party to additional asbestos-related
actions in the future. The Company is also party to a non-asbestos product
liability action. While as indicated in Item 3, Legal Proceedings, legal and
settlement costs to the Company have not been material to date, the Company
cannot, at this time, determine the outcome of these uncertainties which may
have an adverse effect upon the liquidity of the Company in the future.
Risks
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From time to time, information provided by the Company or statements
made by its employees, or information provided in its filings with the
Securities and Exchange Commission may contain forward looking information.
The Company's actual future results may differ materially from those
projections or statements made in such forward looking information as a
result of various risks and uncertainties, including but not limited to
competition, management, losses, availability of capital, asbestos
litigation, substantial availability of Tyvek(R), the absence of dividends,
and tax incentives. There can be no assurances that asbestos litigation will
not have an adverse effect upon the Company in the future. The market price
of the Company's Common Stock may be volatile at times in response to
fluctuations in the Company's quarterly operating results, changes in analyst
earnings estimates, market conditions, as well as general conditions and
other factors general to the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EASTCO INDUSTRIAL SAFETY CORP.
By: /s/ LAWRENCE DENSEN Date: 10/5/98
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LAWRENCE DENSEN
President and Chief Executive Officer
By: /s/ ARTHUR J. WASSERSPRING Date: 10/5/98
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ARTHUR J. WASSERSPRING
Vice President of Finance, and
Chief Financial Officer
In accordance with the Exchange Act, this amended report has been signed
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
By: /s/ LAWRENCE DENSEN Date: 10/5/98
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LAWRENCE DENSEN
Director
By: /s/ ALAN DENSEN Date: 10/5/98
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ALAN DENSEN
Director
By: /s/ CHARLES HOLZBERG Date: 10/5/98
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CHARLES HOLZBERG
Director
By: /s/ MARTIN FLEISHER Date: 10/5/98
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MARTIN FLEISHER
Director
By: /s/ ANTHONY P. TOWELL Date: 10/5/98
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ANTHONY P. TOWELL
Director
By: /s/ JAMES A. FAVIA Date: 10/5/98
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JAMES A. FAVIA
Director
By: /s/ BRUCE FRIEDMAN Date: 10/5/98
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BRUCE FRIEDMAN
Director
