FORM 10-Q
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 August 27, 1999
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 September 30, 1999 is: 6,854,978
Environmental Tectonics Corporation
Consolidated Income Statements (Unaudited)
<TABLE>
<CAPTION>
Three months ended: Six months ended:
August 27, August 28, August 27, August 28,
1999 1998 1999 1998
---------- ---------- ---------- ----------
(thousands, except share and per share information)
<S> <C> <C> <C> <C>
Net Sales $8,279 $5,996 $16,574 $13,456
Cost of goods sold 5,600 3,713 10,477 8,424
------ ------ ------- ------
Gross profit 2,679 2,283 6,097 5,032
------ ------ ------- ------
Operating expenses:
Selling and administrative 1,588 1,319 3,458 2,981
Research and development 375 135 497 223
------ ------ ------- ------
1,963 1,454 3,955 3,204
------ ------ ------- ------
Operating income 716 829 2,142 1,828
------ ------ ------- ------
Other expenses:
Interest expense 166 333 343 598
Other, net 28 55 46 77
------ ------ ------- ------
194 388 389 675
------ ------ ------- ------
Income before income taxes 522 441 1,753 1,153
Provision for income taxes 182 146 614 395
------ ------ ------- ------
Income before minority interest 340 295 1,139 758
Income (loss) attributable to minority
interest (32) 61 (67) 61
------ ------ ------- ------
Net income $372 $234 $1,206 $697
====== ====== ======= ======
Per share information:
Income available to common shareholders $372 $154 $1,040 $538
Income per share: basic $0.05 $0.03 $0.16 $0.10
Income per share: diluted $0.05 $0.02 $0.14 $0.09
Number of shares: basic 6,855,000 6,143,000 6,675,000 5,661,000
Number of shares: diluted 7,523,000 6,611,000 7,253,000 6,116,000
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
Environmental Tectonics Corporation
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
August 27, February 26,
1999 1999
---------- ------------
(amounts in thousands)
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $2,989 $5,344
Cash equivalents restricted for letters of credit 47 47
Accounts receivable, net 10,575 9,656
Costs and estimated earnings in excess of
billings on uncompleted long-term contracts 9,295 10,416
Inventories 4,833 3,118
Deferred tax asset 1,136 1,136
Prepaid expenses and other current assets 700 787
------- -------
29,575 30,504
Property, plant and equipment, at cost, net of accumulated
depreciation of $7,780 at August 27, 1999 and $7,527 at
February 26, 1999 2,939 2,842
Software development costs, net of accumulated amortization
of $4,967 at August 27, 1999 and $4,619 at February 26, 1999 1,026 1,137
Other assets 1,119 965
------- -------
Total assets $34,659 $35,448
======= =======
Liabilities and Stockholders' Equity
Liabilities
Current liabilities:
Current portion of long-term debt $121 $121
Accounts payable - trade 1,684 1,554
Billings in excess of costs and estimated earnings on
uncompleted long-term contracts 5,314 6,775
Customer deposits 5,341 5,696
Accrued income taxes 855 920
Accrued liabilities 1,621 1,683
------- -------
Total current liabilities 14,936 16,749
------- -------
Long-term debt, less current portion:
Credit facility payable to banks 0 0
Subordinated debt 4,147 4,124
Other 30 95
------- -------
4,177 4,219
------- -------
Deferred income taxes 702 702
------- -------
Total liabilities 19,815 21,670
Redeemable cumulative preferred stock, $100 par and redemption
value; 25,000 shares authorized, issued and outstanding
at February 26, 1999. See Footnote 5 0 2,372
------- -------
Minority interest 309 376
------- -------
Stockholders' Equity
Common stock; $.05 par value; 20,000,000 shares authorized;
6,854,978 and 3,083,206 issued and outstanding at August 27,
1999 and February 26,1999, respectively 343 308
Capital contributed in excess of par value of common stock 5,790 3,240
Foreign currency exchange adjustment (99) 21
Retained earnings 8,501 7,461
------- -------
Total stockholders' equity 14,535 11,030
------- -------
Total liabilities and stockholders' equity $34,659 $35,448
======= =======
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
Environmental Tectonics Corporation
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Six months ended
August 27, August 28,
1999 1998
---------- ------------
(amounts in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $1,206 $697
Adjustments to reconcile net income to net cash (used)
provided by operating activities:
Depreciation and amortization 777 724
Provision for losses on accounts receivable and inventories 45 (164)
Minority interest (67) 61
Changes in operating assets and liabilities:
Accounts receivable (919) (2,896)
Costs and estimated earnings in excess of
billings on uncompleted long-term contracts 1,121 (2,855)
Inventories (1,976) 724
Prepaid expenses and other assets (6) (68)
Other assets (213) (556)
Accounts payable 130 (21)
Billings in excess of costs and estimated
earnings on uncompleted long-term contracts (1,461) 938
Customer deposits (355) (736)
Accrued income taxes (66) (443)
Other accrued liabilities (2) (191)
Payments under settlement agreements (60) (60)
------ ------
Net cash used in operating activities (1,846) (4,846)
------ ------
Cash flows from investing activities:
Acquisition of equipment (134) (283)
Capitalized software development costs (237) (254)
Purchase of subsidiary, net 0 60
------ ------
Net cash used in investing activities (371) (477)
------ ------
Cash flows from financing activities:
Net borrowings under credit facility 0 6,082
Payment of dividends on preferred stock (38) (138)
Increase in cash equivalents restricted for letters of credit 0 (10)
Decrease in notes payable - related party 0 (500)
Proceeds from issuance of common stock/warrants 85 103
Capital leases/other (65) (61)
------ ------
Net cash (used) provided by financing activities (18) 5,476
------ ------
Effect of exchange rate changes on cash (120) 18
Net (decrease) increase in cash and cash equivalents (2,355) 171
Cash and cash equivalents at beginning of period 5,344 225
------ ------
Cash and cash equivalents at end of period $2,989 $396
====== ======
Supplemental schedule of cash flow information:
Interest paid 240 369
Income taxes paid 678 756
Supplemental information on noncash operating and
investing activities:
During the six month period ended August 27,1999, the
Company transferred a net of $216 from inventory to
property, plant and equipment.
During the six month period ended August 28,1998, the
Company transferred $36 of other assets to property,
plant and equipment.
In connection with an acquisition in April,1998, the
Company issued 55,000 shares of its common stock and
a three-year interest-only note for $375.
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
Environmental Tectonics Corporation
Notes to Consolidated Financial Statements
(dollars in thousands)
1. Basis of Presentation
The accompanying consolidated financial statements include
the accounts of Environmental Tectonics Corporation ("ETC" or
the "Company"), its wholly-owned subsidiaries ETC International
Corporation and Entertainment Technology 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 26,
1999.
Certain reclassifications have been made to the 1998
financial statements to conform with the 1999 presentation.
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 and six
month periods ended August 27, 1999 and August 28, 1998. All
earnings per share and share amounts have been restated to
reflect a 2 for 1 stock split effective May 28, 1999.
<TABLE>
<CAPTION>
(amounts in thousands, except share and per share information)
August 27, August 28, August 27, August 28,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $372 $234 $1,206 $697
Less preferred stock dividends 0 (69) (38) (138)
Less accretion of preferred stock 0 (11) (128) (21)
--------- --------- --------- ---------
Income available to common stockholders $372 $154 $1,040 $538
========= ========= ========= =========
Basic earnings per share:
Weighted average shares 6,855,000 6,143,000 6,675,000 5,661,000
Per share amount $0.05 $0.03 $0.16 $0.10
========= ========= ========= =========
Diluted earnings per share:
Weighted average shares 6,855,000 6,143,000 6,675,000 5,661,000
Effect of dilutive securities:
Stock options 189,000 48,000 169,000 48,000
Stock warrants 479,000 420,000 409,000 407,000
--------- --------- --------- ---------
7,523,000 6,611,000 7,253,000 6,116,000
Per share amount $0.05 $0.02 $0.14 $0.09
========= ========= ========= =========
</TABLE>
As of August 28, 1998, there were conversion provisions of
convertible subordinated debt and preferred stock totaling
721,222 shares of common stock 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:
August 27, February 26,
1999 1999
---------- ------------
(amounts in thousands)
U.S. Government receivables billed
and unbilled contract costs subject
to negotiation $5,834 $4,529
U.S. commercial receivables billed 1,692 598
International receivables billed 3,434 4,914
------ ------
10,960 10,041
Less allowance for doubtful accounts (385) (385)
------ ------
$10,575 $9,656
======= ======
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. These costs were recorded during
fiscal years 1994, 1995 and 1998. The Company has recorded
claims, amounting to $2.75 million, to the extent of contract
costs incurred, and accounts receivable of $1.7 million,
representing the balance due under the contract. Claim 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 2000. In accordance with generally accepted accounting
principles, revenue recorded by the Company from a claim does
not exceed the incurred contract costs related to the claim.
The Company currently has approximately $12.0 million in claims
filed with the U.S. Government (including the aforementioned
recorded claim and accounts receivable balances), 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. In February,
1999, the U.S. Government made an unsolicited offer for
settlement which the Company deemed inadequate.
International receivables billed:
International receivables billed includes $0.9 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 performance
bond, as well as a draw on an approximately $1.1 million 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.
Except as noted in the award, the rights and obligations of the
parties remained as per the original contract including the
potential invoking of penalties or termination of the contract
for delay. On December 22, 1997, the Company successfully
performed acceptance testing and the unit passed with no
discrepancy reports. Although the contract was not completed in
the time allotted, the Company has requested an extension on the
completion time due to various extenuating circumstances,
including allowable "force majeure" events. Of the open balance
at August 27, 1999, approximately $229 representing the
performance bond is expected to be paid by February, 2000. The
balance due on the contract is still under review. However, the
Company is not able to determine what, if any, impact the
extended completion period will have upon the receipt of final
payment.
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 (net of reserves):
August 27, February 26,
1999 1999
---------- ------------
(amounts in thousands)
Raw materials $329 $388
Work in Process 4,504 2,730
------ ------
$4,833 $3,118
5. Subordinated Debt and Preferred Stock
The components of the subordinated debt and preferred stock
at August 27, 1999 and February 26, 1999, were as follows:
<TABLE>
<CAPTION>
(amounts in thousands) (amounts in thousands)
August 27, 1999 Feb. 26, 1999
Subordinated Preferred Subordinated Preferred
Debt Stock Debt Stock
------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
Face value $4,000 $0 $4,000 $2,500
Deferred financing costs (311) - (311) (208)
Amortization of finance costs 108 - 85 -
Accretion of preferred stock - - - 80
------ ------ ------ ------
$3,797 $0 $3,774 $2,372
Debt issued for acquisition 350 - 350 -
------ ------ ------ ------
Total $4,147 $0 $4,124 $2,372
</TABLE>
On February 26, 1999, the Company issued a redemption
notice to redeem the outstanding 25,000 shares of Series A
Preferred Stock in their entirety. On March 25,1999, the
Company received notice that Sirrom Capital Corporation had
exercised its conversion privilege under the terms of the
agreement to convert its 25,000 shares of Series A Preferred
Stock into the Company's common shares. Consequently, on
April 19, 1999, the Series A Preferred was retired and 666,666
shares of common stock were issued to Sirrom Capital.
Concurrent with this transaction the Company in the three months
ended May 28, 1999 charged retained earnings for $128
representing the difference between book and face value of the
Preferred Stock and then reclassed $2.5 million of Preferred
Stock value to common stock at par and additional paid in
capital.
6. Stockholders' Equity
The components of stockholders' equity at February 26, 1999
and August 27, 1999 were as follows:
<TABLE>
<CAPTION>
(amounts in thousands, except share information)
Common Stock Additional Foreign Retained
Shares Amount Capital Currency Earnings Total
---------- -------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance, February 26, 1999 3,083,206 $308 $3,240 $21 $7,461 $11,030
Net income for three month period ended
August 27, 1999 - - - - - 1,206 1,206
Stock Split effective May 28, 1999 3,083,206
Dividend on Preferred stock - - - (38) (38)
Accretion of preferred stock - - - - (128) (128)
Shares issued in connection with conversion
of Preferred Stock 666,666 33 2,467 2,500
Shares issued in connection with employee
stock purchase and stock option plans 21,900 2 83 - - 85
Foreign currency exchange adjustments - - - (120) (120)
--------- ---- ------ --- ----- -------
Balance at August 27, 1999 6,854,978 $343 $5,790 ($99) $8,501 $14,535
========= ==== ====== === ====== =======
</TABLE>
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 in cash, a 8% interest-only three-year note payable for
$350 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 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 recorded goodwill of $662 and
a minority interest of $300. Amortization expense was $8 and
$16 respectively for the three and six month periods ending
August 27, 1999 and $8 for each of the three and six month
periods ending August 28,1998. Additionally, accumulated
amortization was $41 and $25 respectively at August 27, 1999 and
February 26,1999.
ETC-PZL's fiscal period ends December 31, 1999. The
results of ETC-PZL for the three and six month periods ended
June 30, 1999 have been included in ETC's results of operations
for the three and six month periods ended August 27, 1999
respectively. The results of ETZ-PZL for the three month period
ending June 30, 1998, have been included in ETC's results of
operation for the three and six month periods ended August 28,
1998. On a pro-forma basis, had the Company consolidated the
results of ETC-PZL for the three month period ended March 31,
1998, sales would have been $13,832, gross profit would have
been $5,142, operating income would have been $1,747, net income
would have been $663, basic earnings per share would have been
$.09, and diluted earnings per share would have been $.08 for
the six month period ended August 28,1998.
8. 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.
9. 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
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.
10. Derivative Instruments and Hedging Activity
In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting and Derivative Instruments and Hedging
Activity." SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain
derivative instruments imbedded in other contracts and for
Hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments as fair value.
If certain conditions are met, a derivative may be specifically
designated as a hedge. The accounting for changes in the fair
value of a derivative (gains and losses) depends on the intended
use of the derivative and resulting designation. SFAS No. 133
is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Earlier application is permitted only as
of the beginning of any fiscal quarter. The Company is
currently reviewing the provisions of SFAS No. 133.
Environmental Tectonics Corporation
Management's Discussion and Analysis of Results of
Operations and Financial Condition
(dollars in thousands)
Results of Operations
Three months ended August 27, 1999 compared to August 28, 1998.
The Company had net income of $372, or $.05 per share
(diluted, post-split)for the second quarter of fiscal 2000 ,
versus net income of $234 or $.02 per share (diluted, post-
split) for the corresponding second quarter of fiscal 1999.
Sales for the quarter were $8,279, an increase of $2,283 or
38.1% over the corresponding prior period. The primary
contributor to the sales increase was contracts for the
Company's entertainmentand simulation projects, although
increases were evidenced across all product lines. Overall,
domestic sales were up $2,829, or 279.3% over the prior period
and represented 47.8% of the Company's total sales, up from
16.9% a year ago. Product-wise, sales of the Company's Aircrew
Training Systems increased approximately $1.8 million, or 37.9%.
Gross profit increased $396 or 17.3% reflecting higher
sales. As a percentage of sales, gross profit was 32.4%,
compared to 38.1% for the same period a year ago. The decrease
reflected two items: lower margin revenue from construction work
on the UK centrifuge building (there was no construction in the
prior period) and delayed gross margins in the Company's Polish
subsidiary, which only recognizes revenue upon invoicing.
Selling and administrative expenses increased $269, or 20%,
reflecting additional general support expenses at both the
Company's headquarters and at the Company's Polish subsidiary
acquired in April, 1998. As a percentage of revenues, selling
and administrative expenses reduced approximately three
percentage points between the periods.
Research and development expenses were up from the prior
period reflecting additional product development primarily for
entertainment products and software development.
Interest and other fees were down 50% from the prior period
reflecting reduced interest charges on reduced cash borrowings.
The Company's tax rate approximates the statutory rate.
Results of Operations
Six months ended August 27, 1999 compared to August 28, 1998.
The Company had net income of $1,206 or $.14 per share
(diluted, post-split)for the first six months of fiscal 2000,
versus net income of $697 or $.09 per share (diluted, post-
split) for the corresponding six month period for fiscal 1999.
Sales for the six months were $16,574, an increase of $3,118 or
23.2% over the corresponding prior period. The primary
contributor to the sales increase was increased contracts for
the Company's Aircrew Training Systems, both domestic and
international, and an additional three months sales for the
Company's Poland subsidiary. Overall, domestic sales were up
$2,422, 92.7% over the prior period and represented 30.4% of the
Company's total sales, up from 19.4% a year ago. Sales of the
Company's Aircrew Training Systems increased $2,477, or 23.3%.
Gross profit increased $1,065, or 21.1% reflecting higher
sales. As a percentage of sales, gross profit was 36.8%,
compared to 37.4% for the same period a year ago.
Selling and administrative expenses increased $477, or 16%,
reflecting additional general support expenses at the Company's
headquarters and an additional three months expenses for the
Company's Polish subsidiary acquired in April, 1998. On a pro-
forma basis, had the prior period included six months expenses,
the increase would be $286, or 9.6%. As a percentage of
revenues, selling and administrative expenses reduced
approximately one and one-third percentage points between the
periods and was 20.9% for the current year.
Research and development expenses were up from the prior
period reflecting additional product development primarily for
entertainment products and software development.
Interest and other fees were down 43% from the prior period
reflecting reduced interest charges on reduced cash borrowings.
The Company's tax rate approximates the statutory rate.
Liquidity and Capital Resources
During the six month period ended August 27,1999, the
Company used $1,846 for operating activities. This was
primarily a result of an increase in accounts receivable and
inventories and a decrease in billings in excess of costs and
estimated earnings on uncompleted long-term contracts reflecting
a period of production build. Partial offsets were cash from net
income, non -cash expenses of depreciation and amortization, and
a decrease in costs and estimated earnings in excess of billings
on uncompleted long-term contracts. Versus last year's
corresponding period, net cash used in operating activities
reflected an improvement of approximately 62%.
Investment activities consisted of purchases for capital
equipment and capitalized software.
Financing activities consisted of dividend payments on
preferred stock for a partial period in the quarter and payments
on capitalized leases partially offset by proceeds from the
issuance of stock under employee stock options. On
April 19,1999, the Series A Preferred Stock was converted into
Common shares. Thus, dividend payments ceased as of that date.
The Company's sales backlog at August 27,1999, and
February 26, 1999, for work to be performed and revenue to be
recognized under written agreements after such dates was
approximately $31.5 million and $33.5 million respectively.
Year 2000 Disclosures
The majority of the Company's information technology and
non-information technology systems are Year 2000 compliant. The
Company presently anticipates that the remainder of the
Company's systems will be Year 2000 compliant by October, 1999.
The Company is in the process of investigating its supply-chain
but anticipates no major disruptions.
The Company has expended $10 in the three-month period
ended August 27, 1999 with respect to Year 2000 compliance, and
expects to incur approximately $24 of additional expenses to
complete the compliance process.
The Company's most likely worst case Year 2000 scenario
would be to lose the Company's accounting and network
applications and PC's in the Company's main facility located in
Southampton, Pennsylvania. If this event occurs, the Company
will be able to continue its manufacturing activities and would
manually proceed to perform other tasks and activities. The
Company has a written contingency plan to address potential Year
2000 problems.
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 delays and 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 26, 1999.
Environmental Tectonics Corporation
Form 10-Q
Part II
Item 1. Legal Proceedings
In June, 1999, a lawsuit commenced against the Company in
April, 1997, in the United States District Court for the
District of Puerto Rico by an employee of a customer who claimed
to have been injured as a result of an alleged malfunction of a
sterilizer manufactured by the Company was settled with no
material impact on the Company.
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
Signatures
Pursuant to the requirements of the Securities 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 and
principal financial officer)
Environmental Tectonics Corporation
Exhibit 27
Financial Data Schedule
Date: October 11, 1999
EXHIBIT INDEX
3.1 Articles of Incorporation (Incorporated herein
by reference to Exhibit 3.1 to the Registrants'
Annual Report on Form 10-KSB for the fiscal year
ended February 28, 1997).
3.2 Bylaws (Incorporated herein by reference to
Exhibit 3(ii) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
February 25, 1994).
27 Financial Schedule Data
Page <1>
Page <20>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-25-2000
<PERIOD-END> AUG-27-1999
<CASH> 3,036
<SECURITIES> 0
<RECEIVABLES> 10,960
<ALLOWANCES> 385
<INVENTORY> 4,833
<CURRENT-ASSETS> 29,576
<PP&E> 10,718
<DEPRECIATION> 7,780
<TOTAL-ASSETS> 34,659
<CURRENT-LIABILITIES> 14,936
<BONDS> 0
0
0
<COMMON> 6,133
<OTHER-SE> 8,402
<TOTAL-LIABILITY-AND-EQUITY> 34,659
<SALES> 16,574
<TOTAL-REVENUES> 16,574
<CGS> 10,477
<TOTAL-COSTS> 3,955
<OTHER-EXPENSES> 46
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 343
<INCOME-PRETAX> 1,753
<INCOME-TAX> 614
<INCOME-CONTINUING> 1,206
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,206
<EPS-BASIC> 0.16
<EPS-DILUTED> 0.14
</TABLE>
