FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 29, 1998
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 No. 1-10655
ENVIRONMENTAL TECTONICS CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1714256
(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
COUNTY LINE INDUSTRIAL PARK
SOUTHAMPTON, PENNSYLVANIA 18966
(Address of principal executive offices
(Zip Code)
(215) 355-9100
(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 at least the past 90 days.
Yes x No
The number of shares outstanding of the registrant's common
stock as of July 10, 1998 is: 3,069,156
<PAGE>
<TABLE>
<CAPTION>
Environmental Tectonics Corporation Three months ended:
Consolidated Income Statements May 29, May 30,
(unaudited) 1998 1997
(thousands, except share and per share information)
<S> <C> <C>
Net Sales $7,460 $6,644
Cost of goods sold 4,711 4,684
----------- -----------
Gross profit 2,749 1,960
----------- -----------
Operating expenses:
Selling and administrative 1,662 1,130
Research and development 88 40
----------- -----------
1,750 1,170
----------- -----------
Operating income 999 790
----------- -----------
Other expenses:
Interest expense 265 217
Other, net 22 27
----------- -----------
287 244
----------- -----------
Income before income taxes 712 546
Provision for income taxes 248 186
----------- -----------
Net income $464 $360
=========== ===========
Per share information:
Income available to common shareholders $384 $304
Income per share: basic $0.13 $0.10
Income per share: diluted $0.12 $0.10
Number of shares: basic 3,035,851 2,967,542
Number of shares: diluted 3,256,608 3,142,003
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
PAGE 1
<PAGE>
<TABLE>
<CAPTION>
Environmental Tectonics Corporation
Consolidated Balance Sheets May 29, February 27,
(unaudited) 1998 1998
Assets (amounts in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $529 $225
Cash equivalents restricted for letters
of credit 25 15
Accounts receivable, net 8,797 8,448
Costs and estimated earnings in excess of
billings on uncompleted long-term contracts 8,828 5,651
Inventories 2,679 3,058
Deferred tax asset 770 770
Prepaid expenses and other current assets 390 283
----------- -----------
Total current assets 22,018 18,450
Property, plant and equipment, at cost,
net of accumulated depreciation of $6,861 at
May 29, 1998 and $6,729 at February 27, 1998 3,043 2,837
Software development costs, net of
accumulated amortization of $4,093 at
May 29, 1998 and $3,914 at February 27, 1998 1,074 1,155
Goodwill 662 -
Other assets 468 513
----------- -----------
Total assets $27,265 $22,955
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
PAGE 2
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets May 29 February 27
(unaudited) 1998 1998
(amounts in thousands)
Liabilities and Stockholders' Equity
Liabilities
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $148 $148
Convertible notes payable - related parties 300 800
Accounts payable - trade 1,253 1,424
Billings in excess of costs and estimated
earnings on uncompleted long-term contracts 1,040 1,145
Customer deposits 910 1,373
Accrued income taxes 285 984
Accrued liabilities 1,663 1,114
----------- -----------
Total current liabilities 5,599 6,988
----------- -----------
Long-term debt, less current portion:
Credit facility payable to banks 4,631 467
Subordinated debt 3,741 3,730
Other 476 159
----------- -----------
8,848 4,356
----------- -----------
Deferred income taxes 702 702
----------- -----------
Total liabilities 15,149 12,046
----------- -----------
Redeemable cumulative preferred stock,
$100 par and redemption value; 25,000 shares
authorized, issued and outstanding 2,340 2,330
----------- -----------
Minority interest 300 -
----------- -----------
Stockholders' equity
Common stock; $.10 par value; 10,000,000
shares authorized; 3,065,106 and 3,006,596
issued and outstanding at May 29, 1998
and February 27,1998, respectively 306 300
Capital contributed in excess of par value
of common stock 3,177 2,671
Retained earnings 5,993 5,608
----------- -----------
Total stockholders' equity 9,476 8,579
----------- -----------
Total liabilities and stockholders' equity $27,265 $22,955
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
PAGE 3
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows Three months ended:
(unaudited) May 29 May 30
1998 1997
(amounts in thousands)
<S> <C> <C>
Cash flows used by operating activities:
Net income $464 $360
Adjustments to reconcile net income to
net cash (used) provided by operating
activities:
Depreciation and amortization 373 301
Provision for losses on accounts receivable
and inventories (14) 25
Changes in operating assets and liabilities:
Accounts receivable (321) 1,023
Costs and estimated earnings in excess of
billings on uncompleted long-term
contracts (2,909) (1,565)
Inventories 429 143
Prepaid expenses and other current assets (99) (516)
Other assets (184)
Accounts payable (235) (825)
Billings in excess of costs and estimated
earnings on uncompleted long-term
contracts (105) 468
Customer deposits (463) (544)
Accrued income taxes (699) (27)
Other accrued liabilities 527 127
Payments under settlement agreements (60) (75)
----------- -----------
Net cash used by operating activities (3,112) (1,289)
----------- -----------
Cash flows used by investing activities:
Acquisition of equipment (158) (87)
Capitalized software development costs (99) (90)
Net cash acquired from purchase of subsidiary 60 -
----------- -----------
Net cash used in investing activities (197) (177)
----------- -----------
Cash flows from financing activities:
Net payments under credit facility 4,164 (4,480)
Proceeds from subordinated debt, net - 3,190
Proceeds from preferred stock, net - 2,292
Payment of dividends on preferred stock (68) -
Decrease in cash equivalents restricted for
letters of credit (10) 406
Decrease in notes payable - related party (500) (500)
Net increase of other long-term debt 27 (27)
Proceeds from issuance of common stock/
warrants - 525
----------- -----------
Net cash provided by financing activities 3,613 1,406
----------- -----------
<PAGE 4>
Net increase (decrease) in cash and cash
equivalents 304 (60)
Cash and cash equivalents at beginning of period 225 189
----------- -----------
Cash and cash equivalents at end of period $529 $129
=========== ===========
Supplemental schedule of cash flow information:
Interest paid 188 265
Income taxes paid 756 213
Supplemental information on noncash operating and
investing activities:
The Company transferred $36 of other
assets to property, plant and equipment.
In connection with an acquisition, the
Company issued 55,000 shares of its
common stock and a three-year interest-
only note for $375.
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
PAGE 5
<PAGE>
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying consolidated financial statements include
the accounts of Environmental Tectonics Corporation ("ETC" or the
"Company"), its wholly-owned subsidiary ETC International
Corporation and its majority-owned subsidiary ETC-PZL Aerospace
Industries, Ltd. ("ETC-PZL").
The accompanying consolidated financial statements have been
prepared by Environmental Tectonics Corporation, without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission, and reflect all adjustments which, in the
opinion of management, are necessary for a fair statement of the
results for the interim periods presented. All such adjustments
are of a normal recurring nature.
Certain information in footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles has been condensed or
omitted pursuant to such rules and regulations, although the
Company believes the disclosures are adequate to make the
information presented not misleading. These financial statements
should be read in conjunction with the financial statements and
the notes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended February 27, 1998.
2. Earnings per Share
Basic earnings per share excludes dilution and is computed
by dividing income available to common shareholders by the
weighted average common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common
stock were exercised and converted into common stock or resulted
in the issuance of common stock that then shared in the earnings
of the entity. The following table demonstrates the components
of basic and diluted earning per share for the three month
periods ended May 29, 1998 and May 30, 1997.
(amounts in thousands, except share and per share information)
<TABLE>
<CAPTION>
Three months ended:
May 29, May 30,
1998 1997
<S> <C> <C>
Net income $464 $360
Less preferred stock dividends (69) (49)
Less accretion of preferred stock (11) (7)
---------- ----------
Income available to common stockholders $384 $304
========== ==========
<PAGE 6>
Basic earnings per share:
Weighted average shares 3,035,851 2,967,542
Per share amount $0.13 $0.10
========== ==========
Diluted earnings per share:
Weighted average shares 3,035,851 2,967,542
Effect of dilutive securities:
Stock options 24,918 42,594
Stock warrants 195,839 131,867
---------- ----------
3,256,608 3,142,003
Per share amount $0.12 $0.10
========== ==========
</TABLE>
There were conversion provisions of convertible subordinated debt
and preferred stock totaling 358,333 shares of common stock,
which were not included in the computation of diluted earnings
per share because the effect of the assumed conversion was anti-
dilutive.
3. Accounts Receivable
The components of accounts receivable are as follows:
<TABLE>
<CAPTION>
May 29, February 27,
1998 1998
(amounts in thousands)
<S> <C> <C>
U.S. Government receivables billed
and unbilled contract costs subject
to negotiation $4,948 $4,563
U.S. commercial receivables billed 945 1,071
International receivables billed 3,255 3,193
---------- ----------
9,148 8,827
Less allowance for doubtful accounts (387) (379)
---------- ----------
$8,761 $8,448
========== ==========
</TABLE>
U.S. Government receivables billed and unbilled contract costs
subject to negotiation:
Unbilled contract costs subject to negotiation represent
claims made or to be made against the U.S. Government under a
contract for a centrifuge. Theses costs were recorded during
fiscal years 1994, 1995 and 1998. The Company has recorded
claims, amounting to $2.75 million and accounts receivable of
$1.7 million. These costs have been incurred in connection with
U.S. Government caused delays, errors in specifications and
designs, and other unanticipated causes and may not be received
in full during fiscal 1999. In accordance with generally
accepted accounting principles, revenues recorded by the Company
from a claim does not exceed the incurred contract costs related
<PAGE 7> to the claim. The Company currently has approximately
$10.3 million in claims filed with the U.S. Government, which are
subject to negotiation and audit by the U.S. Government. The
U.S. Government has responded to the claims with either denials
or deemed denials that the Company has appealed. Additional
amounts are under review for the period November 1995 through
October 1996 to determine what, if any, additional amounts can be
filed as supplemental claims.
International receivables billed:
International receivables billed includes $1.8 million
related to a certain contract with the Royal Thai Air Force.
In October 1993, the Company was notified by the Royal Thai
Air Force ("RTAF") that the RTAF was terminating a certain
$4.6 million simulator contract with the Company. Although the
Company had performed in excess of 90% of the contract, the RTAF
alleged a failure to completely perform. In connection with this
termination, the RTAF made a call on a $229,000 performance bond,
as well as a draw on an approximately $1.1 million of advance
payment letter of credit. Work under this contract had stopped
while under arbitration, but on October 1, 1996, the Thai Trade
Arbitration Counsel rendered its decision under which the
contract was reinstated in full and the Company was given a
period of nine months to complete the remainder of the work. The
Company subsequently requested an extension on the completion
time due to various extenuating circumstances, including
allowable "force majeure" events. On December 22, 1997, the
Company successfully performed acceptance testing and the unit
passed with no discrepancy reports. Upon completion of the
contract, the RTAF will pay the Company the open receivable
balance ($1.8 million), consisting of the performance bond and
the advance payment, plus 10% due on the balance of the contract.
Payment of the open balance is currently in progress. However,
the Company is not able to determine what, if any, impact the
extended completion period and the current economic condition in
Thailand will have upon final payment. Except as noted in the
award, the rights and obligations of the parties remain as per
the original contract.
4. Inventories
Inventories are valued at the lower of cost or market using
the first-in, first out (FIFO) method and consist of the
following:
May 29, February 27,
1998 1998
(amounts in thousands)
Raw materials $ 473 $ 404
Work in Process 1,938 2,654
$2,411 $3,058
<PAGE 8>
5. Subordinated Debt and Preferred Stock
The components of the subordinated debt and preferred stock
at May 29, 1998 and February 27,1998, were as follows:
<TABLE>
<CAPTION>
May 29, 1998 February 27, 1998
Subordinated Preferred Subordinated Preferred
Debt Stock Debt Stock
(amounts in thousands)
<S> <C> <C> <C> <C>
Face value $4,000 $2,500 $4,000 $2,500
Deferred financing costs (311) (208) (311) (208)
Amortization of finance costs 52 - 41 -
Accretion of preferred stock - 48 - 38
------ ------ ------ ------
Total $3,741 $2,340 $3,730 $2,330
====== ====== ====== ======
</TABLE>
6. Stockholders' Equity
The components of stockholders' equity at May 29, 1998 and
February 27, 1998 were as follows:
<TABLE>
<CAPTION>
Common stock Additional Retained
Shares Amount Capital Earnings
(amounts in thousands, except share information)
<S> <C> <C> <C> <C>
Balance, February 27, 1998 3,006,596 $300 $2,671 $5,608
Net income for three month period ended
May 29, 1998 464
Stock issued in connection with acquisition 55,000 5 490
Divided on preferred stock (68)
Accretion of preferred stock (11)
Shares issued in connection with employee
stock purchase and stock option plans 3,510 1 16
--------- ---- ------ ------
Balance at May 29, 1998 3,065,106 $306 $3,177 $5,993
========= ==== ====== ======
</TABLE>
<PAGE 9>
7. Acquisition of ETC-PZL Aerospace Industries, Ltd.
On April 21, 1998, ETC acquired 65% ownership of MP-PZL
Aerospace Industries, Ltd. ("MP-PZL"), a simulation and advanced
training device manufacturing company located in Warsaw, Poland
for $375,000 in cash, a 10% interest-only three-year note payable
for $350,000 and 55,000 shares of ETC's common stock. MP-PZL was
subsequently renamed ETC-PZL Aerospace Industries, Ltd.
("ETC-PZL"). ETC's cost for this acquisition was $1,220,000 and
has been recorded in the accompanying balance sheet under the
purchase method of accounting for business combinations. In
connection with the acquisition, the Company has recorded
goodwill of approximately $662,000 and a minority interest of
approximately $300,000.
ETC-PZL's fiscal period ends December 31, 1998. The results
of ETC-PZL for the period April 21, 1998 (the date of
acquisition) through June 30, 1998 will be included in ETC's
results of operation for the three month period ended August 28,
1998. No operating results of ETC-PZL have been included in the
accompanying income statements.
8. Computer Software Costs
The American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1 "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use." The SOP was issued to provide authoritative
guidance on the subject of accounting for the costs associated
with the purchase or development of computer software for
internal use. The statement is effective for fiscal years
beginning after December 15, 1998. This statement is not
expected to have a material impact on the Company's financial
position or results of operation.
9. Reporting Comprehensive Income
In June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards to
provide prominent disclosure of comprehensive income items.
Comprehensive income is the change in equity of a business
enterprise during a period from transactions and other events and
circumstances from non-owner sources. SFAS No. 130 is effective
for all periods beginning after December 15, 1997. Effective
February 28, 1998, the Company adopted SFAS No. 130 which had no
material impact on the Company's consolidated financial position
or results of operation.
10. Business Segment Presentation
In June 1997, the FASB issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." SFAS
No. 131 requires that public business enterprises report certain
financial information about operating segments in the complete
sets of financial statements of the enterprise and in condensed
<PAGE 10> financial statements of interim periods issued to
shareholders. It also requires that public business enterprises
report certain information about their products and services, the
geographic areas in which they operate and their major customers.
SFAS No. 131 is effective for all periods beginning after
December 15, 1997. Effective February 28, 1998, the Company
adopted SFAS No. 131 which had no impact on the Company's
consolidated financial position or results of operation.
11. Year 2000 Issue
Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming
change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the
year 2000. The year 2000 issue affects virtually all companies
and organizations. The Company is currently utilizing internal
resources to identify, convert or replace its systems for year
2000 compliance. The Company estimates that costs associated
with the year 2000 issue, which are currently being expensed as
incurred, will not have a material impact on its financial
position or results of operations.
PAGE 11
<PAGE>
Environmental Tectonics Corporation
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
Three months ended May 29, 1998 compared to May 30, 1997.
The Company had net income of $464,000 or $.12 per share
(diluted), an increase of $104,000 or 29% over the first quarter
of fiscal 1998. Operating income increased $209,000 or 27%.
Sales were $7,460,000, an increase of $816,000 or 12%. This
increase primarily reflected higher sales of Aircrew Training
Systems ("ATS") products in international markets.
Overall, international sales increased $816,000 or 20% over
the first quarter of fiscal 1998 and accounted for $5,224,000 or
70% of the Company's total sales, up from 66% a year ago.
Gross profit increased $789,000 or 40%, reflecting higher
sales at higher gross margins. As a percentage of sales, gross
profit was 37% compared to 30% for the same period a year ago.
This increase was the result of production efficiencies related
to improved factory utilization as well as a product mix shift to
higher margin ATS products, which accounted for $5,809,000 or 78%
of sales.
Selling and administrative expenses increased $532,000 or
47% due principally to variable costs related to the higher sales
volume, principally commissions and travel expenses. As a
percentage of sales, these expenses were 22%, compared to 17% for
the same period a year ago. However, when adjusted for the
increased variable costs, the percentage of sales was
approximately equal to the prior period.
Interest expense increased $48,000 or 22%, reflecting both
higher borrowings at a lower rate and increased amortization of
various deferred financing fees associated with the credit
facility of March 1997. The Company's tax rate approximates the
statutory rate.
Liquidity and Capital Resources
During the three month period ended May 29, 1998, the
Company used $3,112,000 for operating activities. This was
primarily the result of an increase in costs and estimated
earnings in excess of billings and a reduction in customer
deposits and income tax accruals. These uses of cash were offset
in part by net income and non-cash charges of depreciation,
amortization and increases in accruals. The Company expects to
increase its billings for long-term contracts during the second
and third quarters of fiscal 1999.
<PAGE 12>
Investment activities included capital expenditures
($158,000) and capitalized software costs ($99,000). The Company
acquired 65% ownership of MP-PZL Aerospace Industries, Ltd.
("MP-PZL"), a simulation and advanced training device
manufacturer located in Warsaw, Poland, for $375,000 in cash, a
10% interest-only three-year note payable for $350,000 and 55,000
shares of ETC's common stock. MP-PZL was subsequently renamed
ETC-PZL Aerospace Industries, Ltd.
On May 26, 1998, the Company received a commitment from its
bank to maintain its credit facility at $10 million and to extend
the maturity date of the total facility from May 31, 1999 to
May 31, 2000. Funds were provided for operating and investing
activities from the Company's credit facility. The Company
believes that cash generated from operating activities as well as
available borrowings under its credit facility will be sufficient
to meet its obligations. At July 8, 1998, the Company had
$1.2 million available under its credit facility.
The Company's sales backlog at June 30, 1998 and
February 27,1998 for work to be performed and revenue to be
recognized under written agreements after such dates was
approximately $27.0 million and $30.4 million, respectively.
This report contains certain 'forward-looking statements'
including, without limitation, statements containing the words
"believes," "anticipates," "intends," "expects" and words of
similar import relating to the Company's operations. There are
important factors that could cause actual results to differ
materially from those indicated by such forward-looking
statements including contract cancellations, political unrest in
customer countries, general economic conditions and the risk
factors detailed from time to time in ETC's periodic reports and
registration statements filed with the Securities and Exchange
Commission, including, without limitation, ETC's Annual Report on
Form 10-KSB for the fiscal year ended February 27, 1998.
PAGE 13
<PAGE>
Environmental Tectonics Corporation
Form 10-QSB
Part II
Item 1. Legal Proceedings
There were no material developments in the litigation
previously described in the Company's Annual Report on
Form 10-KSB for the fiscal year ended February 27, 1998.
Item 2. Changes in Securities
The constituent instruments defining the rights of the
holders of any class of securities were not modified nor were the
rights evidenced by any class of registered securities materially
limited or qualified during the period covered by this report.
Item 3. Defaults Upon Senior Securities
No defaults occurred during the period covered in this
report.
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
PAGE 14
<PAGE>
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.
ENVIRONMENTAL TECTONICS CORPORATION
(Registrant)
By:/s/ Duane Deaner
Duane Deaner,
Chief Financial Officer (authorized
officer, principal financial
officer and principal accounting
officer)
Date: July 13, 1998
PAGE 15
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule. <PAGE 16>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-26-1999
<PERIOD-END> MAY-29-1998
<CASH> 554
<SECURITIES> 0
<RECEIVABLES> 9,184
<ALLOWANCES> 387
<INVENTORY> 2,679
<CURRENT-ASSETS> 22,018
<PP&E> 9,904
<DEPRECIATION> 6,861
<TOTAL-ASSETS> 27,265
<CURRENT-LIABILITIES> 5,599
<BONDS> 0
0
2,340
<COMMON> 3,483
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 27,265
<SALES> 7,460
<TOTAL-REVENUES> 7,460
<CGS> 4,711
<TOTAL-COSTS> 1,750
<OTHER-EXPENSES> 22
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 265
<INCOME-PRETAX> 712
<INCOME-TAX> 248
<INCOME-CONTINUING> 464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 464
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.12
</TABLE>
