<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
F O R M 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
January 31, 1995 1-4124
JETRONIC INDUSTRIES, INC.
Pennsylvania 23-1364981
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
4200 Mitchell Street, Philadelphia, Pennsylvania 19128
-------------------------------------------------------
(Address of Principal Executive Offices)
215-482-7660
------------------
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.10 Par Value American Stock Exchange
- ---------------------------- -----------------------
(Title of Class) (Name of Exchange)
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of Class)
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 twelve 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 ninety days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. (X)
On April 10, 1995 the aggregate market value of the Registrant's common stock,
$.10 par value (its only voting stock), held by nonaffiliates of the Registrant
was $2,253,000.
On April 10, 1995 there were 3,604,499 shares of the Registrant's common stock,
$.10 par value, outstanding.
Documents incorporated by reference are hereunder listed:
Part of 10-K into which the
Document Document is Incorporated
- ---------------------------------------- ---------------------------
Definitive Proxy Statement in connection Part III, Items 10, 11, 12
with annual meeting of shareholders to and 13
be held in September 1995
<PAGE>
PART I
ITEM 1 - BUSINESS:
- ------------------
The Registrant, Jetronic Industries, Inc., together with its subsidiaries, is
referred to as "the Company" unless the context clearly indicates otherwise.
Effective July 31, 1992, holders of the Company's 10% and 14 1/2% Subordinated
Convertible Debentures converted a portion of their bonds into common stock in
satisfaction of mandatory principal payments required through June 1994 and
December 1996, respectively. The Bondholders, in accordance with the terms of
the Debentures, deferred payment of the accrued interest thereon until after FY
1994. In addition, effective July 31, 1992, Redeemable Preferred Stock was
converted into common stock. In January 1992, certain trade creditors of the
Company's retail furniture and appliance operation (Levin's) filed a petition to
place Levin's in Chapter 7 of the United States Bankruptcy Code. Levin's has
liquidated all of its assets. There have been no other significant developments
related to the Company's business.
Business segment and geographic information:
--------------------------------------------
Summarized business segment information for 1995-1993 (in thousands) is as
follows:
1995 1994 1993
------- ------- -------
Net revenues:
Electronic communication and navigation
equipment $ 5,763 $ 5,756 $ 5,998
Energy conversion products group 16,183 15,994 20,134
------- ------- -------
Consolidated $21,946 $21,750 $26,132
======= ======= =======
Operating profit (loss):
Electronic communication and navigation
equipment $ 1,017 $ 797 $ 558
Energy conversion products group 1,368 1,352 1,577
Net corporate expenses ( 2,408) ( 1,947) ( 2,014)
------- ------- -------
Consolidated ($ 23) $ 202 $ 121
======= ======= =======
Identifiable assets:
Electronic communication and navigation
equipment $ 2,503 $ 3,105 $ 2,246
Energy conversion products group 8,045 5,946 7,076
------- ------- -------
Total 10,548 9,051 9,322
Other corporate assets 1,017 1,365 1,754
------- ------- -------
Consolidated $11,565 $10,416 $11,076
======= ======= =======
Depreciation expense:
Electronic communication and navigation
equipment $ 193 $ 221 $ 220
Energy conversion products group 126 125 126
------- ------- -------
Consolidated $ 319 $ 346 $ 346
======= ======= =======
<PAGE>
1995 1994 1993
------- ------- -------
Capital expenditures:
Electronic communication and navigation
equipment $ 45 $ 51 $ 163
Energy conversion products group 239 66 117
------- ------- -------
Consolidated $ 284 $ 117 $ 280
======= ======= =======
Operating profit is total revenue less operating expenses. In computing
operating profit by segment, none of the following items has been added or
deducted: general corporate expenses, corporate interest expense, corporate
interest income and income taxes.
Identifiable assets by segment are those assets that are used in the Company's
operations in each segment. Corporate assets are principally prepaid and other
assets.
During 1995-1993, respectively, contracts with United States Government agencies
accounted for approximately $2,903,000, $3,080,000 and $5,495,000 of total sales
in the electronic communication and navigation equipment and energy conversion
products group segments.
Description of the business:
----------------------------
Jetronic was incorporated in the Commonwealth of Pennsylvania on January 12,
1951.
Jetronic is engaged in the design, development, manufacture, distribution and
sale of electronic equipment and marine products for commercial and government
use through its "Electronics" and "Transchem" divisions and Redco subsidiary.
The Electronics Division (electronic communication and navigation equipment)
designs, manufactures and distributes a wide variety of electronic equipment and
marine products. The responsibility for sales of this division is segregated
into two separate marketing groups:
1. The Contracts subdivision manufactures, to customer specification,
electronic instruments, digital data control terminals, and
broadcast and communications equipment.
2. The Ray Jefferson subdivision, under the trade name "Ray Jeff",
markets its own name marine electronic communications and
navigation equipment and accessory instruments, including marine
radio telephones, marine antennas, LORAN, global positioning
systems (GPS) and accessory products primarily for the pleasure
boat industry.
The Transchem Division (energy conversion products group) manufactures and
markets, primarily for the aircraft and aerospace industries, precision solid
state power supplies, tactical intercommunication systems, instrumentation
systems and ground support/checkout systems.
<PAGE>
Redco, Inc. (energy conversion products group) manufactures and markets
paralleling and nonparalleling electrical switchgear and control systems, along
with the metal enclosures in which the equipment is housed. Redco, Inc.
supplies standardized control panels on a regular basis to major domestic engine
manufacturers (principally Caterpillar, Inc.) and designs, builds and installs
complex cogeneration control systems.
Government business is obtained both through competitive bidding and by
negotiated contract. Commercial products are marketed by Jetronic's officers,
sales managers and a network of manufacturers' representatives. All phases of
Jetronic's business are highly competitive. Each of Jetronic's operating
entities competes with other concerns, some of which have substantially greater
sales and resources than Jetronic. Each of the operating entities accounts for
only a small portion of sales in its area of competition, except for the Ray
Jefferson subdivision, which is believed to be a factor in the area of marine
electronic equipment. The five largest commercial customers of the energy
conversion products group accounted for 85% of that group's sales, one of which
accounted for 65%. The five largest commercial customers of the Ray Jefferson
subdivision accounted for 34% of that division's sales, one of which accounted
for 12%. Prime contract sales to the U.S. Government accounted for 2% of the
sales of the energy conversion products group and 46% of the electronic and
navigation equipment business, or 13% of Jetronic sales. At January 31, 1995,
the total backlog of orders amounted to $6,662,000 of which $149,000 consisted
of direct U.S. Government business. At January 31, 1994, the total backlog was
$5,592,000 of which $2,046,000 consisted of direct U.S. Government business. Of
the backlog at January 31, 1995, 2% represents orders of the Electronics
Division and 98% represents orders of the Energy Conversion Products Group. All
of the backlog is expected to be filled within the current year.
Jetronic purchases components, raw materials and finished products from numerous
sources and has generally experienced no significant difficulty in obtaining its
requirements. The business is not materially dependent on patents, licenses or
concessions; Jetronic's position is more dependent on experience and its
marketing and production techniques. During 1995, 1994 and 1993 Jetronic
expended $26,000, $46,000 and $43,000 respectively, on research activities for
the development of new products or the significant improvement of existing
products, all of which were Company sponsored. Future expenditures are expected
to be near 1995 levels. Environmental controls have not had a material effect
on operations. At January 31, 1995, Jetronic employed approximately 158
people.
ITEM 2 - PROPERTIES:
- --------------------
Redco owns a building (36,000 square feet) in Peoria, Illinois, which houses its
administrative offices, warehousing and manufacturing space. This property is
collateral for $342,000 of long-term debt.
<PAGE>
Jetronic and Redco presently have the following leaseholds:
Square Lease
Operating entity Location Use feet expires
---------------- -------- --- ------ -------
Jetronic Philadelphia, PA Manufacturing, 29,000 6/98
Warehousing
and Offices
Transchem Division Corona, CA Manufacturing 21,000 11/98
and Offices
Redco Peoria, IL Manufacturing 18,000 4/95
Owned and leased properties are considered suitable for the purposes intended
and adequate for present levels of utilization. The Company has no significant
idle facilities.
ITEM 3 - LEGAL PROCEEDINGS:
- ---------------------------
On January 29, 1992, certain trade creditors of Harry Levin, Inc., the Company's
wholly-owned subsidiary engaged in the retail furniture and appliance business
("Levin's"), filed a petition to have Levin's placed in Chapter 7 of the United
States Bankruptcy Code. On March 5, 1992, the case was converted to a
proceeding under Chapter 11 of the United States Bankruptcy Court and on
June 10, 1992, the case reverted to a Chapter 7 proceeding. The Trustee
appointed to administer the assets of Levin's bankrupt estate was authorized to
engage counsel for the limited purpose of investigating and bringing claims
against Levin's officers, directors and affiliated entities. The Company has
been made aware that the Trustee may assert claims against the Company relating
to inter-company transactions between the Company and Levin's. No claims have
been asserted as of the date hereof. Management of the Company believes that
any such claims, if asserted, will be without merit and will be resolved without
any material adverse impact on either the financial condition or operations of
the Company.
ITEM 4 - SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS:
- ---------------------------------
None.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED SECURITY HOLDER MATTERS:
- -------------------------------------------
The Company's common stock is traded on the American Stock Exchange. The high
and low sales prices for each quarterly period in the past two years ended
January 31 are:
1995 1994
------------ ------------
Quarter High Low High Low
------- ---- --- ---- ---
First $1 5/8 1 1/16 $1 $ 11/16
Second 1 1/4 5/8 1 7/16 1/2
Third 7/8 5/8 1 9/16 1
Fourth 3/4 3/8 2 7/16 1
<PAGE>
As of April 17, 1995, there were approximately 1,807 holders of the Company's
common stock. The Company has paid no cash dividends for a number of years.
See Note 5 to Consolidated Financial Statements for a discussion of dividend
restrictions.
ITEM 6 - SELECTED FINANCIAL DATA:
- ---------------------------------
For the year ended January 31,
---------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(in thousands, except per share data)
Revenues $21,946 $21,750 $26,132 $28,865 $29,769
Income (loss) from
continuing operations $ 54 $ 185 $ 59 ($ 369) ($ 1,263)
Income (loss) from continuing
operations per share $ .01 $ .05 $ .02 ($ .15) ($ .51)
Total assets $11,565 $10,416 $11,076 $13,389 $16,412
Long-term debt $ 4,393 $ 4,516 $ 4,331 $ 6,738 $ 7,266
No cash dividends have been declared in the past five years.
See Note 9 to Consolidated Financial Statements for information concerning
discontinued operations.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
- ------------------------------------------------
Results of operations:
----------------------
In the following commentary, "Operating Profit" is total revenue less operating
expenses. In computing operating profit or loss, none of the following items
have been added or deducted: general corporate expenses, corporate interest
expense, corporate interest income and income taxes. The following should be
read in conjunction with Business segment and geographic information on pages 1
and 2.
1995 compared with 1994:
------------------------
The Company reported revenues of $21,946,000 and an operating loss of $23,000
for the year ended January 31, 1995 (1995) compared to revenues of $21,750,000
and an operating profit of $202,000 for the year ended January 31, 1994 (1994).
The electronic communication and navigation equipment operations reported
revenues of $5,763,000 and an operating profit of $1,017,000 for 1995 compared
to revenues of $5,756,000 and an operating profit of $797,000 for 1994. The
increase in profitability is primarily attributable to efficiencies experienced
in larger manufactured quantities under finalized government contract programs.
The Company continues to experience competitive pricing pressures which affect
margins of its proprietary marine products.
<PAGE>
The energy conversion products group reported revenues of $16,183,000 and an
operating profit of $1,368,000 for 1995 compared to revenues of $15,994,000 and
an operating profit of $1,352,000 for 1994. Both revenues and profitability
were relatively flat between years, however there existed a strong backlog of
custom switchgear business at January 31, 1995 which should positively impact
the first quarter FY 1996 results. The softness noted in the solid state power
supply business has shown some signs of recovery and is expected to have an
impact on FY 1996 results.
Net corporate expenses, comprised of interest expense and general corporate
items, were $2,408,000 in 1995 compared to $1,947,000 in 1994. Interest expense
has increased as a result of the increase in the prime rate. Also, a one-time
charge of $259,000 for the cancellation of accrued interest related to stock
subscriptions is reflected in FY 1995.
1994 compared with 1993:
------------------------
The Company reported revenues of $21,750,000 and an operating profit of $202,000
for the year ended January 31, 1994 (1994) compared to revenues of $26,132,000
and an operating profit of $121,000 for the year ended January 31, 1993 (1993).
The electronic communication and navigation equipment operations reported
revenues of $5,756,000 and an operating profit of $797,000 for 1994 compared to
revenues of $5,998,000 and an operating profit of $558,000 for 1993. The
increase in profitability is attributable to increased deliveries under the
existing U.S. Government contract coupled with the positive impact of cost
conservation measures. The decrease in revenues is attributable to the marine
electronic and communication business which continues to be affected by the
economy in general and the softness in the consumer marine market.
The energy conversion products group reported revenues of $15,994,000 and an
operating profit of $1,352,000 for 1994 compared to revenues of $20,134,000 and
an operating profit of $1,577,000 in 1993. There was a substantial delivery of
custom switchgear equipment in 1993 which was not replicated in 1994 and is
evidenced by decreased revenues and profitability. Coupled therewith was a
softness in the solid state power supply business.
Net corporate expenses, comprised of interest expense and general corporate
items, were $1,947,000 in 1994 compared to $2,014,000 in 1993.
Liquidity and capital resources:
--------------------------------
During 1995 and 1994 the operations of the Company and its subsidiaries were
financed by several lending institutions under various formulae which provide
operating funds as required. Such borrowings are primarily in the form of
short-term loans, secured by assignment of accounts receivable and inventories.
Under the various formulae, borrowings are limited to varying percentages and
maximum dollar amounts of accounts receivable and inventories with a maximum
limitation of $6,500,000. As of January 31, 1995, such borrowings amounted to
$1,844,000 with an additional availability based on the various formulae of
$946,000. The Company's line of credit agreement with its current lender
expires on June 30, 1996.
<PAGE>
At this time, there are no material commitments for capital expenditures. Cash
requirements for the next fiscal year should increase by approximately five
percent based upon the Company's plans for business expansion. Based upon the
availability of funds under the various existing financing arrangements the
Company deems its liquidity to be adequate.
The Company changed its method of accounting for income taxes effective
February 1, 1993 by adopting Statement of Accounting Standards (SFAS) No. 109 on
a cumulative basis. The effect on the Company's financial statements was not
material.
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA:
- ---------------------------------
INDEX
Page(s)
-------
Independent auditors' reports 9 - 10
Financial statements:
Consolidated balance sheets 11
Consolidated statements of operations 12
Consolidated statements of changes in
shareholders' equity (deficit) 13
Consolidated statements of cash flows 14
Notes to consolidated financial statements 15 - 22
Financial statement schedule:
Valuation and qualifying accounts (Schedule II) 23
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and
Board of Directors
Jetronic Industries, Inc.
Philadelphia, Pennsylvania
We have audited the accompanying consolidated balance sheet of Jetronic
Industries, Inc. and subsidiaries as of January 31, 1995, and the related
consolidated statements of operations, changes in shareholders' equity (deficit)
and cash flows for the year then ended. Our audit also includes the financial
statement schedule listed in the Index at Item 8. These financial statements
and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Jetronic Industries, Inc. and
subsidiaries as of January 31, 1995, and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles. Also, in our opinion, such financial statement schedule
for the year ended January 31, 1995, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
ASHER & COMPANY, LTD.
Philadelphia, Pennsylvania
April 21, 1995, except as to Note 5,
which is as of May 24, 1995
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and
Board of Directors
Jetronic Industries, Inc.
Philadelphia, Pennsylvania
We have audited the accompanying consolidated balance sheet of Jetronic
Industries, Inc. and subsidiaries as of January 31, 1994, and the related
consolidated statements of operations, changes in shareholders' equity (deficit)
and cash flows for each of the two years in the period ended January 31, 1994.
Our audits also include the financial statement schedule listed in the Index at
Item 8. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Jetronic Industries, Inc. and
subsidiaries as of January 31, 1994, and the results of their operations and
their cash flows for each of the two years in the period ended January 31, 1994
in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule for each of the two years in the
period ended January 31, 1994, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for income taxes effective February 1, 1993 to
conform with Statement of Financial Accounting Standards No. 109.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
April 19, 1994
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
January 31,
--------------------
1995 1994
---- ----
ASSETS
Current assets:
Cash $ 144,000 $ 217,000
Accounts receivable, net - Notes 2 and 5 2,852,000 2,212,000
Inventories - Notes 3 and 5 6,175,000 5,215,000
Prepaid expenses and other current assets 575,000 588,000
----------- -----------
Total current assets 9,746,000 8,232,000
Property, plant and equipment at cost, less
accumulated depreciation - Notes 4 and 5 1,217,000 1,254,000
Goodwill - Note 1 321,000 331,000
Other assets 281,000 599,000
----------- -----------
$11,565,000 $10,416,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable - Note 5 $ 1,844,000 $ 1,210,000
Current portion of long-term debt - Note 5 135,000 130,000
Accounts payable 1,729,000 1,197,000
Other accrued liabilities 908,000 653,000
Reserve for reorganization - Note 9 175,000 421,000
Deferred interest - Note 5 1,022,000
----------- -----------
Total current liabilities 4,791,000 4,633,000
Deferred interest - Note 5 1,060,000
Long-term debt - Note 5 4,393,000 4,516,000
----------- -----------
10,244,000 9,149,000
----------- -----------
Commitments and contingencies - Note 9
Redeemable preferred stock, $1.85 stated
value - shares authorized, 577,400; issued
and outstanding, none - Notes 5 and 6
Shareholders' equity:
Common stock, par value $.10 - shares
authorized, 10,000,000; issued and
outstanding 3,604,499 in 1995 and
3,722,199 in 1994 - Notes 5, 6 and 7 361,000 373,000
Capital in excess of par value 12,569,000 12,815,000
Retained earnings (deficit)-Notes
5, 6 and 7 ( 11,609,000) ( 11,663,000)
Receivables arising from exercise of
stock options - Note 7 ( 258,000)
----------- -----------
Total shareholders' equity 1,321,000 1,267,000
----------- -----------
$11,565,000 $10,416,000
=========== ===========
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended January 31,
--------------------------------
1995 1994 1993
---- ---- ----
Net sales $21,946,000 $21,750,000 $26,132,000
Costs and expenses:
Cost of goods sold 17,957,000 18,086,000 22,029,000
Selling, general and administrative
expenses 3,045,000 2,576,000 2,831,000
Interest and debt expense - Note 5 967,000 886,000 1,151,000
----------- ----------- -----------
21,969,000 21,548,000 26,011,000
----------- ----------- -----------
Income (loss) from operations before
income taxes and extraordinary item ( 23,000) 202,000 121,000
Provision for (benefit from) income
taxes - Note 7 ( 77,000) 17,000 62,000
----------- ----------- -----------
Income from operations 54,000 185,000 59,000
Extraordinary item - Note 7 23,000
----------- ----------- -----------
Net income $ 54,000 $ 185,000 $ 82,000
=========== =========== ===========
Net income per share (Note 1):
Income from operations $ .01 $ .05 $ .02
Extraordinary item .01
----------- ----------- -----------
Net income $ .01 $ .05 $ .03
=========== =========== ===========
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock Capital in Retained Stock
---------------------- excess of earnings option
Shares Amount par value (deficit) receivables Total
------ ------ ----------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 31, 1992 2,457,412 $246,000 $9,473,000 ($11,930,000) ($258,000) ($2,469,000)
Conversion of preferred
stock 817,579 82,000 689,000 771,000
Conversion of subordinated
debentures 447,208 45,000 2,653,000 2,698,000
Net income, year ended
January 31, 1993 82,000 82,000
--------- -------- ----------- ----------- -------- ----------
Balance, January 31, 1993 3,722,199 373,000 12,815,000 ( 11,848,000) ( 258,000) 1,082,000
Net income, year ended
January 31, 1994 185,000 185,000
--------- -------- ----------- ----------- -------- ----------
Balance, January 31, 1994 3,722,199 373,000 12,815,000 ( 11,663,000) ( 258,000) 1,267,000
Recision of stock
option subscriptions -
Note 6 ( 117,700) ( 12,000) ( 246,000) 258,000
Net income, year ended
January 31, 1995 54,000 54,000
--------- -------- ----------- ----------- -------- ----------
Balance, January 31, 1995 3,604,499 $361,000 $12,569,000 ($11,609,000) -0- $1,321,000
========= ======== =========== =========== ======== ==========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended January 31,
-------------------------------------
1995 1994 1993
---------- ---------- ----------
Cash flows from operating activities:
Net income $ 54,000 $ 185,000 $ 82,000
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization 412,000 346,000 346,000
Change in goodwill 10,000 10,000 10,000
Interest cancellation 259,000
Deferred taxes ( 88,000)
Changes in assets and liabilities:
Accounts receivable ( 640,000) 992,000 1,568,000
Inventories ( 960,000) ( 1,328,000) 583,000
Prepaid expenses and other 13,000 ( 237,000) 168,000
Other assets 54,000 ( 160,000) 4,000
Accounts payable 532,000 212,000 ( 908,000)
Other liabilities 47,000 ( 352,000) ( 228,000)
---------- ---------- ----------
Total adjustments ( 361,000) ( 517,000) 1,543,000
---------- ---------- ----------
Net cash provided (used) by
operating activities ( 307,000) ( 332,000) 1,625,000
---------- ---------- ----------
Cash flows used by investing
activities:
Capital expenditures, net of
disposals ( 282,000) ( 116,000) ( 234,000)
---------- ---------- ----------
Cash flows from (used by) financing
activities:
Net borrowings (repayments)
to lenders 634,000 ( 962,000) ( 903,000)
Principal payments on
long-term debt ( 118,000) ( 107,000) ( 267,000)
Proceeds from long-term debt 364,000
---------- ---------- ----------
Net cash from (used by)
financing activities 516,000 ( 705,000) ( 1,170,000)
---------- ---------- ----------
Net increase (decrease) in cash ( 73,000) ( 1,153,000) 221,000
Cash, beginning of year 217,000 1,370,000 1,149,000
---------- ---------- ----------
Cash, end of year $ 144,000 $ 217,000 $1,370,000
========== ========== ==========
Supplemental disclosures of cash
flow information:
Interest paid during the year $ 230,000 $ 594,000 $ 546,000
========== ========== ==========
Income taxes paid during the year $ 6,000 $ 9,000 $ 64,000
========== ========== ==========
Supplemental disclosure of non-cash investing and financing information:
See Notes 5 and 6 for a description of conversion of Subordinated Debentures
and Preferred Stock.
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of consolidation:
----------------------------
The consolidated financial statements include the accounts of Jetronic
Industries, Inc. ("Jetronic") and its wholly-owned subsidiaries. Significant
intercompany transactions and balances have been eliminated in consolidation.
Inventories:
------------
Inventories are stated at the lower of cost or market. Cost is determined on
the last-in, first-out (LIFO) method for electronics and a portion of energy
conversion products (19% of consolidated inventory) and on the first-in,
first-out (FIFO) method for the remaining portion of energy conversion products.
Progress billings in advance of delivery reduce inventory.
Property, plant and equipment:
------------------------------
Property, plant and equipment includes the cost of additions and those
improvements which increase the capacity or lengthen the useful lives of assets.
Expenditures for repairs and maintenance are expensed as incurred. Depreciation
is computed principally on the straight-line method over the anticipated useful
lives of the respective assets.
Goodwill:
---------
Goodwill which arose from the acquisition of Redco, Inc. is being amortized over
forty years on the straight-line method. Such balance is net of accumulated
amortization of $85,000 in 1995 and $75,000 in 1994, respectively.
Revenue recognition:
--------------------
Sales of products under long-term contracts involving definable end items are
recognized as shipments are made.
Research and development costs:
-------------------------------
Research and development costs are charged to expense as incurred. Such costs
amounted to $26,000, $46,000 and $43,000 in 1995 - 1993, respectively.
Income taxes:
-------------
Effective February 1, 1993, the Company changed its method of accounting for
income taxes by adopting Statement of Financial Accounting Standards No. 109
(SFAS No. 109). There was no cumulative effect on prior years as a result of
this change in accounting principle. Under SFAS No. 109 the deferred tax
provision is determined under the liability method. Under this method, deferred
tax assets and liabilities are recognized based on differences between financial
statement and tax bases of assets and liabilities using presently enacted rates.
Prior to February 1, 1993, in accordance with APB No. 11, utilization of net
operating losses in periods other than that in which they were incurred were
classified as extraordinary items.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Per share data:
---------------
Common share and common share equivalent per share data are based on the
weighted average number of common shares outstanding and of common share
equivalents deemed to be outstanding during the year, except when dilutive.
Common share equivalents are represented by stock options and warrants reduced
by the number of common shares assumed to have been purchased with the proceeds
from the exercise of the options and warrants and common stock assumed to have
been issued for the Series A Preferred Stock.
When dilutive, the computation of fully diluted per share data is based on the
weighted average number of common and common equivalent shares as if the 14-1/2%
and the 10% convertible debentures and the Series B Preferred Stock had been
converted into common stock at the beginning of the respective periods after
giving effect to the elimination of interest expense, net of income taxes,
applicable to the debentures. There was no dilution in 1995, 1994 or 1993.
The weighted average number of common and common equivalent shares used to
compute primary per share data was 3,722,000 in 1995, 3,768,000 in 1994 and
3,090,000 in 1993.
NOTE 2 - ACCOUNTS RECEIVABLE:
January 31,
--------------------------
1995 1994
----------- -----------
Trade $ 2,880,000 $ 2,238,000
Allowance for doubtful accounts ( 28,000) ( 26,000)
----------- -----------
$ 2,852,000 $ 2,212,000
=========== ===========
NOTE 3 - INVENTORIES:
January 31,
--------------------------
1995 1994
----------- -----------
Finished goods $ 516,000 $ 585,000
Raw materials and work-in-process 5,659,000 4,789,000
----------- -----------
6,175,000 5,374,000
Progress billings ( 159,000)
----------- -----------
$ 6,175,000 $ 5,215,000
=========== ===========
Current replacement cost on a first-in, first-out basis for all inventories net
of progress billings approximated $6,305,000 and $5,429,000 at January 31, 1995
and 1994, respectively. Inventory values are stated net of valuation reserves
of $179,000 and $199,000 at January 31, 1995 and 1994, respectively.
During 1995 and 1993 certain inventory quantities were reduced. These
reductions resulted in liquidations of LIFO inventory quantities carried at
lower costs prevailing in prior years as compared with the cost of current
purchases, the effect of which increased net income by $7,000 in 1995 and
increased net income by $53,000 in 1993 ($.02 per share).
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT:
January 31, Estimated
1995 ----------- 1994 useful lives
---- ---- ------------
Land, buildings and improvements $1,247,000 $1,169,000 6-16 years
Machinery, equipment and tooling 2,769,000 2,694,000 4-10 years
Furniture and fixtures 1,152,000 1,152,000 4-10 years
---------- ----------
5,168,000 5,015,000
Accumulated depreciation ( 3,951,000) ( 3,761,000)
---------- ----------
$1,217,000 $1,254,000
========== ==========
Depreciation and amortization expense amounted to $319,000, $346,000 and
$346,000 in 1995, 1994 and 1993, respectively.
NOTE 5 - INDEBTEDNESS:
The Company's lender has made available lines of credit aggregating up to
$6,500,000 (including letters of credit) to the Company and its subsidiaries at
interest rates 2.75% above prime with a similar commitment fee on amounts up to
a $3,000,000 minimum. Such borrowings are primarily in the form of short-term
loans, secured by assignment of accounts receivable and inventories. At
January 31, 1995, $1,844,000 of demand loans were outstanding under these credit
arrangements. Total unused lines of credit available at January 31, 1995
approximated $946,000, and open letters of credit approximated $219,000. The
weighted average interest rate applicable to all short-term borrowings
outstanding at the end of the year approximated 9.83% in 1995 and 8.17% in 1994.
Notes payable and term loan are variously secured by substantially all of the
Company's accounts receivable, inventories, property, plant and equipment and
capital stock of subsidiaries. Provisions of these agreements contain certain
restrictive covenants which restrict investments in other companies, forego
dividend payments and payments to subordinated debenture holders other than
normal interest.
Long-term debt consists of:
January 31,
-------------------
1995 1994
---- ----
10% debentures due December 1999 $2,400,000 $2,400,000
14-1/2% debentures due December 1999 1,456,000 1,456,000
10% mortgage payable in monthly installments
of $6,600 through September 1997 342,000 385,000
Term loan at 2.75% above prime payable in
monthly installments of $6,100 through
July 1998 255,000 316,000
Philadelphia Industrial Development Corporation
(PIDC) term loan at 4.5% payable in monthly
installments of $1,500 through September 1999 75,000 89,000
---------- ----------
4,528,000 4,646,000
Less - Amount due within one year ( 135,000) ( 130,000)
---------- ----------
$4,393,000 $4,516,000
========== ==========
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The 10% debentures are subordinated to the prior payment of all senior
indebtedness. The debentures originally required annual payments of $400,000
beginning in June 1991, with the remainder due in June 1996. During FY 1991,
the Company negotiated an Exchange Agreement with the Bondholders whereby
interest payments due in December 1990 and June 1991 were exchanged for a like
amount ($400,000) in stated value of the Company's Series A Preferred Stock
which was convertible into common stock at $.95625 per share. Effective July 31,
1992, $1,600,000 of the Debentures were converted into 206,718 shares of common
stock. This conversion satisfied the mandatory principal payments through June
1994. The Series A Preferred Stock was also converted. During May 1995, the
Bondholders agreed to extend the due date of the Debentures to December 21,
1999, and waived the existing mandatory redemption obligations until the due
date. The due date for payment of the deferred interest has been extended until
December 15, 1996. The Company has the right through December 15, 1995 to
prepay all or any portion of the deferred interest at one-half the face value in
full satisfaction thereof. To the extent that any part of the deferred interest
remains unpaid, the Company has the right to satisfy the remaining obligation by
paying one-half in cash and one-half by the issuance of common stock at the
agreed value of $1.00 per share.
14 1/2% debentures are subordinated to the prior payment of all senior
indebtedness. The debentures originally required annual payments of $168,000
beginning in December 1989, with the remainder due in December 1999. During FY
1991, the Company negotiated an Exchange Agreement with the Bondholders whereby
interest payments due in December 1990 and June 1991 were exchanged for a like
amount ($382,000) in stated value of the Company's Series B Preferred Stock
which was convertible into common stock at $.95625 per share. Effective July
31, 1992, $1,176,000 of the Debentures were converted into 240,490 shares of
common stock. This conversion satisfied the mandatory principal payments
through December 1996. The Series B Preferred Stock was also converted. During
May 1995, the Bondholders agreed to waive the existing mandatory redemption
obligations until the due date. The due date for payment of the deferred
interest has been extended until December 15, 1996. The Company has the right
through December 15, 1995 to prepay all or any portion of the deferred interest
at one-half the face value in full satisfaction thereof. To the extent that any
part of the deferred interest remains unpaid, the Company has the right to
satisfy the remaining obligation by paying one-half in cash and one-half by the
issuance of common stock at the agreed value of $1.00 per share.
The 10% mortgage payable is secured by the Company's primary facilities located
in Peoria, Illinois and requires a balloon payment of $210,000 at the end of its
term. The term loan is secured by various machinery and equipment. The
Philadelphia Industrial Development Company (PIDC) loan is secured by a first
lien against the Company's computer system at its Headquarters location.
Principal repayment obligations on all long-term debt amount to $135,000 in
1996, $140,000 in 1997, $333,000 in 1998, $54,000 in 1999, and $3,866,000 in
2000.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY:
During FY 1991, shareholders approved the granting of up to 565,774 options on
shares of common stock under the 1990 Incentive Stock Option Plan. Options are
exercisable immediately upon grant and expire five years after the date of
grant. The option price must be at least equal to the fair market value of the
common stock at the time of grant. There were 286,000 Options issued under the
1990 Plan, none of which have been exercised but 94,000 have lapsed. The number
of common shares under option at January 31, 1995 was:
Number
outstanding Option price Market value on
and exercisable per share date of grant
--------------- ------------ ---------------
Incentive Stock Option Plan 192,000 $.96-$1.05 $.96
In FY 1985, certain officers executed promissory notes in the amount of $258,000
on exercise of options to acquire 117,700 shares of Jetronic Industries, Inc.
common stock. As of January 31, 1995, there was due $259,000 of accrued
interest on account of the unpaid principal balance of said notes.
Under provisions of the Pennsylvania Business Corporation Law in effect in 1984,
the Company had no power to accept a promissory note in consideration of the
issuance or sale of common stock, whether secured by pledge or otherwise.
Accordingly, counsel for the Company has determined that the stock was invalidly
issued and that the transactions were ultra vires and void. The officers have
delivered the shares of common stock to the Company. The accrued interest has
been cancelled and is reflected as a charge to general and administrative
expenses for the year ended January 31, 1995.
In conjunction with various financing arrangements, warrants to purchase common
stock were issued for 75,000 shares at $1.5625 per share and 111,435 shares at
$1.00 per share.
At January 31, 1995, 373,774 shares were reserved for future grants under the
1990 Stock Option Plan. In addition, there were 10,086 and 186,435 shares,
respectively, reserved for employee stock bonuses and exercise of warrants.
NOTE 7 - INCOME TAXES:
The provision for (benefit of) taxes on income include:
1995 1994 1993
Current: ---- ---- ----
State $ 11,000 $ 19,000 $ 5,000
Deferred:
Federal ( 87,000)
State ( 1,000) ( 2,000) 34,000
Charge in lieu of taxes payable 23,000
-------- -------- --------
($ 77,000) $ 17,000 $ 62,000
======== ======== ========
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The tax effects of temporary differences that gave rise to the significant
portions of the deferred tax liability and the deferred tax asset as of
January 31, 1995 were as follows:
1995 1994
---- ----
Deferred tax liability:
Prepaid expenses ($ 47,000) ($ 58,000)
Deferred tax assets:
Accounts receivable 10,000 9,000
Inventories 65,000 56,000
Liquidation valuations 59,000 143,000
Net operating loss carryforwards 2,469,000 2,364,000
Investment tax credit carryforwards 82,000 82,000
---------- -----------
Deferred tax assets 2,685,000 2,654,000
Less-valuation allowance ( 2,550,000) ( 2,596,000)
---------- -----------
Net deferred tax assets 135,000 58,000
---------- -----------
Net deferred tax benefit $ 88,000 $ ---
========== ===========
In accordance with SFAS No. 109, the Company has provided a valuation allowance
relative to net operating loss carryforwards because realization is not
reasonably assured at this time. The Company will periodically review the
likelihood of realizing these assets and adjust the valuation allowance as
needed.
Differences between the statutory federal income tax rate and the effective tax
rate for 1995 - 1993 are accounted for as follows:
1995 1994 1993
---- ---- ----
Federal income tax rate ( 34.0%) 34.0% 34.0%
State income taxes, net of
federal tax benefit 29.4 5.4 21.2
Tax effect of non-deductible expenses 61.4 3.7 5.6
Difference in actual rate versus
statutory rate ( 9.6)
NOL utilization under SFAS No. 109 (391.6) ( 34.0)
Other ( 1.0)
----- ----- -----
Effective income tax rate (334.8%) 8.1% 51.2%
===== ===== =====
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Deferred income tax provisions under APB No. 11 resulting from timing
differences for tax and financial reporting purposes for the year ended
January 31, 1993 are made up of the following components:
1993
--------
Liquidation valuations $ 32,000
Warranty provisions 1,000
Depreciation ( 5,000)
Doubtful account provisions 6,000
--------
$ 34,000
========
For tax purposes, at January 31, 1995 the Company has net operating loss
carryforwards of $7,194,000 which will expire in fiscal 2003 to 2009. The
Company also has investment tax credit carryforwards of $82,000 at January 31,
1995 which will expire through fiscal 2000. For the year ended January 31,
1993, the $23,000 extraordinary item relates to the utilization of federal tax
loss carryforwards.
NOTE 8 - EMPLOYEE BENEFIT PLANS:
Jetronic has a qualified profit sharing plan covering certain employees.
Contributions to the plan are made at the discretion of the Board of Directors.
$25,000 was contributed in 1995 and no contributions were made in 1994 or 1993.
The Company also has a 401(K) plan for eligible employees to which contributions
of $12,000, $12,000 and $15,000 were made in 1995 - 1993, respectively.
Certain subsidiaries maintain qualified profit sharing or defined contribution
plans for their employees. Contributions to such plans were $135,000, $105,000
and $116,000 in 1995, 1994 and 1993, respectively.
NOTE 9 - COMMITMENTS AND CONTINGENCIES:
The Company rents certain of its facilities under noncancelable operating
leases. At January 31, 1995, total rental commitments for continuing
operations under these leases, which expire periodically through 1999,
aggregated $864,000. Under the terms of these lease agreements, expenses such
as taxes, insurance, maintenance and repairs are paid by the Company. Total
rental commitments approximate $267,000, $253,000, $220,000 and $124,000 for
the years 1996 through 1999, respectively. Total rental expense under all
operating leases was $348,000, $331,000 and $415,000 for 1995, 1994 and 1993,
respectively.
The Company has entered into an employment agreement requiring minimum annual
payments of $225,000 until April 1995.
Management is of the opinion that no excess profits have been realized on
sales to government agencies or contractors and, accordingly, has made no
provision for renegotiation of profits or profit limitations, if any, to which
the Company may be subject.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
On January 29, 1992, certain trade creditors of Harry Levin, Inc., the Company's
wholly-owned subsidiary engaged in the retail furniture and appliance business
("Levin's"), filed a petition to have Levin's placed in Chapter 7 of the United
States Bankruptcy Code. On March 5, 1992, the case was converted to a
proceeding under Chapter 11 of the United States Bankruptcy Court and on June
10, 1992, the case reverted to a Chapter 7 proceeding. The Trustee appointed to
administer the assets of Levin's bankrupt estate was authorized to engage
counsel for the limited purpose of investigating and bringing claims against
Levin's officers, directors and affiliated entities. The Company has been made
aware that the Trustee may assert claims against the Company relating to
inter-company transactions between the Company and Levin. No claims have been
asserted as of the date hereof. Management of the Company believes that any
such claims, if asserted, will be without merit and will be resolved without any
material adverse impact on either the financial condition or operations of the
Company. At January 31, 1995, $175,000 of reserve for reorganization was
reflected in the balance sheet for remaining anticipated liabilities.
NOTE 10 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION:
Business segment and geographic information for the years ended January 31,
1995, 1994 and 1993 included on pages 1 and 2 of this Annual Report on Form 10-K
is an integral part of these financial statements. In 1995, 1994 and 1993,
respectively, Caterpillar, Inc. accounted for 48%, 41% and 37% of consolidated
revenues.
<PAGE>
JETRONIC INDUSTRIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE II
Additions Deductions
--------- ----------
Charged
Balance to costs Account Balance
beginning and write- end
Description of year expenses offs of year
----------- --------- -------- ------- -------
Year ended January 31, 1995:
Allowance for doubtful accounts $ 26,000 $ 7,000 $ 5,000 $ 28,000
========== ========== ========== ==========
Inventory valuation $ 199,000 $ 20,000 $ 179,000
========== ========== ==========
Reorganization $ 421,000 $ 246,000 $ 175,000
========== ========== ==========
Year ended January 31, 1994:
Allowance for doubtful accounts $ 25,000 $ 52,000 $ 51,000 $ 26,000
========== ========== ========== ==========
Inventory valuation $ 260,000 $ 2,000 $ 63,000 $ 199,000
========== ========== ========== ==========
Reorganization $ 754,000 $ 333,000 $ 421,000
========== ========== ==========
Year ended January 31, 1993:
Allowance for doubtful accounts $ 157,000 $ 55,000 $ 187,000 $ 25,000
========== ========== ========== ==========
Inventory valuation $ 268,000 $ 23,000 $ 31,000 $ 260,000
========== ========== ========== ==========
Reorganization $1,129,000 $ 375,000 $ 754,000
========== ========== ==========
<PAGE>
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
- --------------------------------------------------------------
NONE.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
- -------------------------------------------------------------
Reference is made to the Definitive Proxy Statement to Shareholders which the
Company intends to file not later than 30 days after the filing of its Annual
Report on Form 10-K.
ITEM 11 - EXECUTIVE COMPENSATION:
- ---------------------------------
Reference is made to the Definitive Proxy Statement to Shareholders which the
Company intends to file not later than 30 days after the filing of its Annual
Report on Form 10-K.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
- -------------------------------------------------------------------------
Reference is made to the Definitive Proxy Statement to Shareholders which the
Company intends to file not later than 30 days after the filing of its Annual
Report on Form 10-K.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
- ---------------------------------------------------------
Reference is made to the Definitive Proxy Statement to Shareholders which the
Company intends to file not later than 30 days after the filing of its Annual
Report on Form 10-K.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K:
- -----------------------------------------------------------------------------
(a) Exhibits, financial statements and financial statement schedules:
1. The financial statements included in the Index to Part II,
Item 8, are filed as part of this report.
2. The financial statement schedule included in the Index to Part
II, Item 8, is filed as part of this report.
3. List of Exhibits:
( 3) Articles of incorporation and amendments thereto
and by-laws are incorporated herein by reference
to Exhibit 3 to the Registrant's Annual Report on
Form 10-K for the year ended January 31, 1981.
( 4)(a) Instruments defining the rights of security
holders, including indentures. See Exhibit (3)
above.
<PAGE>
(b) Agreements with the holders of Registrant's
Convertible Subordinated Debentures and Preferred
Stock related to conversions thereof effective
July 31, 1992, are incorporated herein by
reference to Exhibit 4(b) to the Registrant's
Annual Report on Form 10-K for the year ended
January 31, 1992.
(11) Statement re: computation of per share data.
(22) Subsidiaries of Registrant
Principal Location of
subsidiaries incorporation Business names
------------ ------------- --------------
Harry Levin, Inc. Pennsylvania Levin's
Redco, Inc. Illinois Republic
Electric &
Development
Company
(b) Reports on Form 8-K:
1. There was a report on Form 8-K filed during the quarter ended
January 31, 1995, dated December 5, 1994, concerning a change
in the Company's independent auditors.
Any person may request a copy of any Exhibit filed with this report upon payment
of a fee of $.25 per page of the requested Exhibit, plus postage. Requests
should be directed to Leonard W. Pietrzak, Vice President - Finance, Jetronic
Industries, Inc., 4200 Mitchell Street, Philadelphia, Pennsylvania 19128.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
JETRONIC INDUSTRIES, INC.
-------------------------
Registrant
Date: May 24, 1995 By /s/ Daniel R. Kursman
-----------------------------
Daniel R. Kursman,
Chairman of the Board,
President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Daniel R. Kursman
- ------------------------------
Daniel R. Kursman, Principal Executive May 24, 1995
Chairman of the Board, Officer and Director
President and Treasurer
/s/ Peter J. Kursman
- ------------------------------
Peter J. Kursman Director May 24, 1995
Vice President
/s/ Herbert Myers
- ------------------------------
Herbert Myers Director May 24, 1995
Chairman of the
Audit Committee
/s/ Leonard W. Pietrzak
- ------------------------------
Leonard W. Pietrzak Principal Financial May 24, 1995
Vice President-Finance and Accounting Officer
and Director
/s/ William L. Weiss
- ------------------------------
William L. Weiss Director May 24, 1995
General Counsel, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000053500
<NAME> JETRONIC INDUSTRIES, INC.
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-START> FEB-01-1994
<PERIOD-END> JAN-31-1995
<CASH> 144,000
<SECURITIES> 0
<RECEIVABLES> 2,880,000
<ALLOWANCES> 28,000
<INVENTORY> 6,175,000
<CURRENT-ASSETS> 9,746,000
<PP&E> 5,168,000
<DEPRECIATION> 3,951,000
<TOTAL-ASSETS> 11,565,000
<CURRENT-LIABILITIES> 4,791,000
<BONDS> 3,856,000
<COMMON> 361,000
0
0
<OTHER-SE> 960,000
<TOTAL-LIABILITY-AND-EQUITY> 11,565,000
<SALES> 21,946,000
<TOTAL-REVENUES> 21,946,000
<CGS> 17,957,000
<TOTAL-COSTS> 21,002,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 967,000
<INCOME-PRETAX> (23,000)
<INCOME-TAX> 77,000
<INCOME-CONTINUING> 54,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,000
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
