<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, 1996 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 May 1, 1996 the aggregate market value of the Registrant's common stock, $.10
par value (its only voting stock), held by nonaffiliates of the Registrant was
$2,478,000.
On May 1, 1996 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 1996
<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.
During 1996, the Company discontinued its marine electronic and communication
business (Ray Jefferson) because of competitive pricing pressures and a general
softness in the marine market and abandoned a portion of its switchgear product
line. 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 deferred payment of
the accrued interest thereon until December 1, 1996. 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 1996-1994 (in thousands) is as
follows:
1996 1995 1994
------- ------- -------
Net revenues:
Electronic communication and navigation
equipment $ 820 $ 2,641 $ 2,789
Energy conversion products group 21,533 16,183 15,994
------- ------- -------
Consolidated $22,353 $18,824 $18,783
======= ======= =======
Operating profit (loss):
Electronic communication and navigation
equipment $ 23 $ 1,008 $ 676
Energy conversion products group 2,429 1,368 1,352
Energy conversion products group
abandonment of product line ( 1,392)
Net corporate expenses ( 2,371) ( 2,408) ( 1,947)
------- ------- -------
Consolidated ($ 1,311) ($ 32) $ 81
======= ======= =======
Identifiable assets:
Electronic communication and navigation
equipment $ 676 $ 2,322 $ 2,936
Energy conversion products group 7,336 8,045 5,946
------- ------- -------
Total 8,012 10,367 8,882
Other corporate assets 1,395 1,017 1,365
------- ------- -------
Consolidated $ 9,407 $11,384 $10,247
======= ======= =======
<PAGE>
1996 1995 1994
------- ------- -------
Depreciation expense:
Electronic communication and navigation
equipment $ 127 $ 193 $ 221
Energy conversion products group 92 126 125
------- ------- -------
Consolidated $ 219 $ 319 $ 346
======= ======= =======
Capital expenditures:
Electronic communication and navigation
equipment $ $ 45 $ 51
Energy conversion products group 86 239 66
------- ------- -------
Consolidated $ 86 $ 284 $ 117
======= ======= =======
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 1996-1994, respectively, contracts with United States Government agencies
accounted for approximately $974,000, $2,903,000 and $3,080,000 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 and digital data control terminals.
2. The Ray Jefferson subdivision, under the trade name "Ray Jeff", until
August 1995 marketed 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.
<PAGE>
The Transchem Division (energy conversion products group) manufactures and
markets precision solid state power supplies, primarily for the aircraft and
aerospace industries.
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. The five largest
commercial customers of the energy conversion products group accounted for 72%
of that group's sales, one of which accounted for 53%. The five largest
commercial customers of the Ray Jefferson subdivision accounted for 32% of that
division's sales, one of which accounted for 11%. Prime contract sales to the
U.S. Government accounted for 1% of the sales of the energy conversion products
group and 99% of the electronic communication and navigation equipment business,
or 4% of Jetronic sales. At January 31, 1996, the total backlog of orders
amounted to $5,997,000 of which $672,000 consisted of direct U.S. Government
business. At January 31, 1995, the total backlog was $6,662,000 of which
$149,000 consisted of direct U.S. Government business. Of the backlog at January
31, 1996, 11% represents orders of the Electronics Division and 89% 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 1996, 1995 and 1994, Jetronic
expended $48,000, $26,000 and $46,000, 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 1996 levels. Environmental controls have not had a material effect on
operations. At January 31, 1996, Jetronic employed 144 people.
ITEM 2 - PROPERTIES:
The Company presently has the following leaseholds:
Square Lease
Operating entity Location Use feet expires
- ---------------- -------- --- ------ -------
Jetronic Philadelphia, PA Manufacturing 11,000 6/98
and Offices
Transchem Division Corona, CA Manufacturing 21,000 11/98
and Offices
Redco Peoria, IL Manufacturing 36,000 1/06
and Offices
Redco Peoria, IL Manufacturing 10,000 3/97
<PAGE>
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 intercompany
transactions between the Company and Levin's. No claims have been asserted as of
the date hereof. The Company has also been named in a suit by a former vendor's
sales representative alledging breach of contract. 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:
1996 1995
-------------- -------------
Quarter High Low High Low
------- ---- --- ---- ---
First $11/16 $ 1/2 $1 5/8 $1 1/16
Second 1 1/2 1 1/4 5/8
Third 3/4 1/2 7/8 5/8
Fourth 5/8 7/16 3/4 3/8
As of May 7, 1996, there were approximately 1,754 holders of the Company's
common stock. The Company has paid no cash dividends for a number of years. See
Note 6 to Consolidated Financial Statements for a discussion of dividend
restrictions.
<PAGE>
ITEM 6 - SELECTED FINANCIAL DATA:
For the year ended January 31,
------------------------------------------------
1996 1995 1994 1993 1992
-------- ------- ------- ------- -------
(in thousands, except per share data)
Revenues $22,353 $18,824 $18,783 $22,051 $22,190
Income (loss) from
continuing operations ($ 1,285) $ 115 $ 64 $ 4 ($ 300)
Income (loss) from continuing
operations per share ($ .36) $ .03 $ .02 $ .00 ($ .12)
Total assets $ 9,407 $11,384 $10,247 $10,938 $13,210
Long-term debt $ 3,996 $ 4,393 $ 4,516 $ 4,331 $ 6,738
No cash dividends have been declared in the past five years.
See Note 2 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.
1996 compared with 1995:
During 1996, the Company discontinued its marine electronic and communications
business (Ray Jefferson) because of competitive pricing pressures and a general
softness in the marine market. As a result of this discontinuance the Company
incurred $998,000 of losses, which included a $500,000 reserve in the fourth
quarter in anticipation of final phase-down costs and write-down of remaining
assets. Additionally, in the course of consolidating the energy conversion
product group's manufacturing facilities, inventory not presently used in a
major customer's current product line was abandoned resulting in a one-time
charge of $1,392,000 in the fourth quarter. The Company reported revenues of
$22,353,000 and an operating profit of $81,000 for the year ended January 31,
1996 (1996) before the write-off related to the consolidation of the energy
conversion product line. Results of operations after the consolidation charge
amounted to a loss of $1,311,000. The Company reported revenues of $18,824,000
and an operating loss of $32,000 for the year ended January 31, 1995 (1995).
The electronic communication and navigation equipment operations reported
revenues of $820,000 and an operating profit of $23,000 for 1996 compared to
revenues of $2,641,000 and an operating profit of $1,008,000 for 1995. The
reduction in revenues and operating profit is a direct result of the U.S.
Government's de-emphasis of military programs. Additionally, although the
Company received a new contract from the U.S. Government to produce equipment
similar to that delivered under previous contracts, the necessity to retain the
cadre of experienced personnel and the associated costs negatively impacted
operations until award of the contract. The Company expects that this
de-emphasis will be continuing.
<PAGE>
The energy conversion products group reported revenues of $21,533,000 and an
operating profit of $2,429,000 for 1996 before the inventory write-off due to a
consolidation of a product line compared to revenues of $16,183,000 and an
operating profit of $1,368,000 for 1995. Both revenues and profitability
increased primarily due to an increase in the custom switchgear business. There
still exists softness in the solid state power supply business, but recent
quotation activity indicates a potential return to previous business levels.
Net corporate expenses, comprised of interest expense and general corporate
items, were $2,371,000 in 1996 compared to $2,408,000 in 1995. 1995 reflects a
one-time charge of $259,000 for the cancellation of accrued interest related to
stock subscriptions.
1995 compared with 1994:
The Company reported revenues of $18,824,000 and an operating loss of $32,000
for the year ended January 31, 1995 (1995) compared to revenues of $18,783,000
and an operating profit of $81,000 for the year ended January 31, 1994 (1994).
The electronic communication and navigation equipment operations reported
revenues of $2,641,000 and an operating profit of $1,008,000 for 1995 compared
to revenues of $2,789,000 and an operating profit of $676,000 for 1994. The
increase in profitability is primarily attributable to efficiencies experienced
in larger manufactured quantities under finalized government contract programs.
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 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
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 1995.
Liquidity and capital resources:
During 1996 and 1995, the operations of the Company and its subsidiaries were
financed by a lending institution 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 $5,000,000. As of January 31, 1996, such borrowings amounted to $2,331,000
with an additional availability based on the various formulae of $454,000. The
Company's line of credit agreement with its current lender expires on June 30,
1998.
At this time, there are no material commitments for capital expenditures. Cash
requirements for the next fiscal year should decrease by approximately five
percent primarily based upon the Company's phase down of its marine products
division. Based upon the availability of funds under the various existing
financing arrangements, the Company deems its liquidity to be adequate.
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA:
INDEX
Page(s)
-------
Independent auditors' reports 8 - 9
Financial statements:
Consolidated balance sheets 10
Consolidated statements of operations 11
Consolidated statements of changes in
shareholders' equity (deficit) 12
Consolidated statements of cash flows 13
Notes to consolidated financial statements 14 - 21
Financial statement schedule:
Valuation and qualifying accounts (Schedule II) 22
<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, 1996 and January 31, 1995,
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, 1996. 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, 1996 and 1995, and the results of their
operations and their cash flows for each of the two years in the period ended
January 31, 1996 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule for the two years ended
January 31, 1996, 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
June 7, 1996
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and
Board of Directors
Jetronic Industries, Inc.
Philadelphia, Pennsylvania
We have audited the accompanying consolidated statements of operations, changes
in shareholders' equity (deficit) and cash flows of Jetronic Industries, Inc.
and subsidiaries for the year ended January 31, 1994. Our audit also included
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 results of operations and cash flows of Jetronic
Industries, Inc. and subsidiaries for the year ended January 31, 1994 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedule for the year 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.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
April 19, 1994
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
January 31,
--------------------------
1996 1995*
----------- -----------
ASSETS
Current assets:
Cash $ 652,000 $ 144,000
Accounts receivable, net 2,858,000 2,363,000
Inventories 4,140,000 5,316,000
Prepaid expenses and other current assets 601,000 488,000
----------- -----------
Total current assets 8,251,000 8,311,000
Net assets of discontinued operations 1,481,000
Property, plant and equipment at cost, less
accumulated depreciation 481,000 990,000
Goodwill 311,000 321,000
Other assets 364,000 281,000
----------- -----------
$ 9,407,000 $11,384,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable, bank $2,331,000 $ 1,844,000
Current portion of long-term debt 89,000 135,000
Accounts payable 1,584,000 1,626,000
Other accrued liabilities 911,000 1,005,000
Net liabilities of discontinued operations 232,000
Deferred interest 1,166,000
----------- -----------
Total current liabilities 6,313,000 4,610,000
Deferred interest 1,060,000
Long-term debt 3,996,000 4,393,000
----------- -----------
10,309,000 10,063,000
----------- -----------
Commitments and contingencies
Redeemable preferred stock, $1.85 stated
value - shares authorized, 577,400; issued
and outstanding, none
Shareholders' equity (deficit):
Common stock, $.10 par value - shares
authorized, 10,000,000; issued and
outstanding, 3,604,499 in 1996 and 1995 361,000 361,000
Capital in excess of par value 12,569,000 12,569,000
Retained earnings (deficit) ( 13,832,000) ( 11,609,000)
----------- -----------
Total shareholders' equity (deficit) ( 902,000) 1,321,000
----------- -----------
$ 9,407,000 $11,384,000
=========== ===========
See notes to consolidated financial statements.
*Reclassified to conform to 1996 presentation.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended January 31,
-----------------------------------------
1996 1995* 1994*
----------- ----------- -----------
Net sales $22,353,000 $18,824,000 $18,783,000
Costs and expenses:
Cost of goods sold 19,065,000 15,227,000 15,577,000
Selling, general and administrative
expenses 2,158,000 2,662,000 2,239,000
Interest and debt expense 1,049,000 967,000 886,000
Abandonment of product line 1,392,000
----------- ----------- -----------
23,664,000 18,856,000 18,702,000
----------- ----------- -----------
Income (loss) from continuing
operations before income taxes ( 1,311,000) ( 32,000) 81,000
Provision for (benefit from) income
taxes ( 26,000) ( 147,000) 17,000
----------- ----------- -----------
Income (loss) from continuing
operations ( 1,285,000) 115,000 64,000
Discontinued operations - net
of income tax provision (benefit)
of ($60,000) in 1996 and
$70,000 in 1995 ( 938,000) ( 61,000) 121,000
----------- ----------- -----------
Net income (loss) ($ 2,223,000) $ 54,000 $ 185,000
=========== =========== ===========
Net income (loss) per share:
Income (loss) from continuing
operations ($ .36) $ .03 $ .02
Discontinued operations ( .26) ( .02) .03
------ ------ ------
Net income (loss) ($ .62) $ .01 $ .05
===== ====== ======
See notes to consolidated financial statements.
*Reclassified to conform to 1996 presentation.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Common Stock Capital in Retained Stock
excess of earnings option
Shares Amount par value (deficit) receivables Total
--------- -------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
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 ( 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
Net loss, year ended
January 31, 1996 ( 2,223,000) ( 2,223,000)
--------- -------- ----------- ----------- ---------- ----------
Balance, January 31, 1996 3,604,499 $361,000 $12,569,000 ($13,832,000) -0- ($ 902,000)
========= ======== =========== =========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended January 31,
---------------------------------------
1996 1995* 1994*
---------- ---------- ----------
Cash flows from operating activities:
Net income (loss) ($2,223,000) $ 54,000 $ 185,000
Adjustments to reconcile net income
(loss) to net cash from (used by)
operating activities:
Gain on sale of building ( 212,000)
Depreciation and amortization 216,000 263,000 187,000
Change in goodwill 10,000 10,000 10,000
Interest cancellation 259,000
Deferred taxes ( 86,000) ( 88,000)
Changes in assets and liabilities:
Accounts receivable ( 495,000) ( 644,000) 1,099,000
Inventories 1,176,000 ( 1,059,000) ( 1,006,000)
Prepaid expenses and other ( 28,000) 18,000 ( 202,000)
Other assets ( 178,000) 54,000 ( 160,000)
Accounts payable ( 42,000) 535,000 130,000
Other accrued liabilities 12,000 32,000 ( 302,000)
Reserve for discontinued
operations 500,000
Net assets of discontinued
operations 1,213,000 217,000 ( 324,000)
---------- ---------- ----------
Total adjustments 2,086,000 ( 403,000) ( 568,000)
---------- ---------- ----------
Net cash from (used by)
operating activities ( 137,000) ( 349,000) ( 383,000)
---------- ---------- ----------
Cash flows from (used by) investing
activities:
Capital expenditures, net of
disposals ( 95,000) ( 240,000) ( 65,000)
Proceeds from sale of building 696,000
---------- ---------- ----------
Net cash from (used by)
investing activities 601,000 ( 240,000) ( 65,000)
---------- ---------- ----------
Cash flows from (used by) financing
activities:
Net borrowings from (repayments
to) lenders 487,000 634,000 ( 962,000)
Principal payments on
long-term debt ( 443,000) ( 118,000) ( 107,000)
Proceeds from long-term debt 364,000
---------- ---------- ----------
Net cash from (used by)
financing activities 44,000 516,000 ( 705,000)
---------- ---------- ----------
Net increase (decrease) in cash 508,000 ( 73,000) ( 1,153,000)
Cash, beginning of year 144,000 217,000 1,370,000
---------- ---------- ----------
Cash, end of year $ 652,000 $ 144,000 $ 217,000
========== ========== ==========
Supplemental disclosures of cash flow
information:
Interest paid during the year $ 524,000 $ 230,000 $ 594,000
========== ========== ==========
Income taxes paid during the year $ 1,000 $ 6,000 $ 9,000
========== ========== ==========
See notes to consolidated financial statements.
*Reclassified to conform to 1996 presentation.
<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.
Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Concentration of credit risk:
The Company maintains its cash balances in three commercial banks and one
investment company. Total cash balances not secured by the Federal Deposit
Insurance Corporation (FDIC) at January 31, 1996 was $1,011,000.
Inventories:
Inventories are stated at the lower of cost or market. Cost is determined on the
last-in, first-out (LIFO) method for a portion of energy conversion products (7%
of consolidated inventory) and on the first-in, first-out (FIFO) method for the
remaining portion of energy conversion products and electronics. 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 $95,000 in 1996 and $85,000 in 1995.
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 $48,000, $26,000 and $46,000 in 1996 - 1994, respectively.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Selling, general and administrative expenses:
Selling, general and administrative costs were reduced in 1996 by $335,000 as a
result of a gain on the sale of a building and refund of prior years' state
taxes.
Income taxes:
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS No. 109). 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.
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.
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 convertible
debentures 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
1996, 1995 or 1994.
The weighted average number of common and common equivalent shares used to
compute primary per share data was 3,604,000 in 1996, 3,722,000 in 1995 and
3,768,000 in 1994.
NOTE 2 - DISCONTINUED OPERATIONS:
During 1996, the Company discontinued its marine electronic and communications
business (Ray Jefferson) located in Philadelphia, Pennsylvania. Revenues and
results of the discontinued marine electronic and communication operations are
summarized below.
Year ended January 31,
---------------------------------------
1996 1995 1994
---------- ---------- ----------
Revenues $1,671,000 $3,123,000 $2,967,000
========== ========== ==========
Income (loss) from operations ($ 498,000) $ 9,000 $ 121,000
Provision to reduce to net
realizable value ( 500,000)
---------- ---------- ----------
($ 998,000) $ 9,000 $ 121,000
========== ========== ==========
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Assets and liabilities of discontinued operations as of January 31, 1996 and
1995 are as follows:
1996 1995
---------- ----------
Current assets:
Accounts receivable $ 66,000 $ 489,000
Inventories 261,000 859,000
Prepaid expenses 88,000
---------- ----------
Total current assets 327,000 1,436,000
Property, plant and equipment 119,000 226,000
---------- ----------
Total assets $ 446,000 $1,662,000
========== ==========
Current liabilities:
Accounts payable $ 132,000 $ 104,000
Accrued liabilities 46,000 77,000
Reserve for discontinued operations 500,000
---------- ----------
Total current liabilities $ 678,000 $ 181,000
========== ==========
NOTE 3 - ACCOUNTS RECEIVABLE:
January 31,
------------------------
1996 1995
---------- -----------
Trade $2,864,000 $2,386,000
Allowance for doubtful accounts ( 6,000) ( 23,000)
---------- ----------
$2,858,000 $2,363,000
========== ==========
NOTE 4 - INVENTORIES:
January 31,
-------------------------
1996 1995
----------- ----------
Raw materials $2,626,000 $3,353,000
Work-in-process 1,514,000 1,963,000
---------- ----------
$4,140,000 $5,316,000
========== ==========
Current replacement cost on a first-in, first-out basis for all inventories
approximated $4,220,000 and $5,426,000 at January 31, 1996 and 1995,
respectively. Inventory values are stated net of valuation reserves of $20,000
and $20,000 at January 31, 1996 and 1995, respectively.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
During 1996 and 1995, 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 decreased net loss by $39,000 in 1996 ($.01 per
share) and increased net income by $7,000 in 1995.
During 1996, in the course of consolidating the energy conversion product
group's manufacturing facilities, inventory not presently used in a major
customer's current product line was abandoned resulting in a one-time charge of
$1,392,000 in the fourth quarter.
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT:
January 31,
------------------ Estimated
1996 1995 useful lives
---- ---- ------------
Land, buildings and improvements $ 564,000 $1,247,000 6-16 years
Machinery, equipment and tooling 1,965,000 1,921,000 4-10 years
Furniture and fixtures 1,178,000 1,152,000 4-10 years
---------- ----------
3,707,000 4,320,000
Accumulated depreciation ( 3,226,000) ( 3,330,000)
---------- ----------
$ 481,000 $ 990,000
========== ==========
Depreciation and amortization expense amounted to $219,000, $319,000 and
$346,000 in 1996, 1995 and 1994, respectively.
NOTE 6 - INDEBTEDNESS:
The Company's lender has made available lines of credit aggregating up to
$5,000,000 to the Company and its subsidiaries at interest rates 2.5% 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, 1996, $2,331,000 of
demand loans were outstanding under these credit arrangements. Total unused
lines of credit available at January 31, 1996 approximated $454,000. The
weighted average interest rate applicable to all short-term borrowings
outstanding at the end of the year approximated 11.44% in 1996 and 9.83% in
1995.
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.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Long-term debt consists of:
January 31,
------------------------
1996 1995
---------- ----------
10% Debentures due December 1999 $2,400,000 $2,400,000
10% Debentures due December 1999 (formerly 14 1/2%) 1,456,000 1,456,000
10% mortgage payable in monthly installments
of $6,600 through September 1997 342,000
Term loan at 2.5% above prime payable in
monthly installments of $6,100 through
July 2001 169,000 255,000
Philadelphia Industrial Development Corporation
(PIDC) term loan at 4.5% payable in monthly
installments of $1,500 through September 1999 60,000 75,000
---------- ----------
4,085,000 4,528,000
Less - Amount due within one year ( 89,000) ( 135,000)
---------- ----------
$3,996,000 $4,393,000
========== ==========
The Debentures are subordinated to the prior payment of all senior indebtedness.
In May 1995, the Bondholders agreed to extend the maturity of both issues to
December 1999, reduce the rate of the 14 1/2% debentures to 10% and waive the
existing mandatory redemption obligations. The due date for payment of the
deferred interest has been extended until December 15, 1996. The Company has the
right through March 31, 1996 to prepay 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 an agreed value of $1.00 per share.
The 10% mortgage payable was secured by the Company's primary facilities located
in Peoria, Illinois which was sold in December 1995. 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 $89,000 in 1997,
$89,000 in 1998, $41,000 in 1999 and $3,866,000 in 2000.
NOTE 7 - COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY:
During 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 and all of which have lapsed.
In 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
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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, 1996, 565,774 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 8 - INCOME TAXES:
The provision for (benefit from) taxes on income include:
1996 1995 1994
----------- ---------- ----------
Current:
State $ 11,000 $ 19,000
Deferred:
Federal ($ 86,000) ( 87,000)
State ( 1,000) ( 2,000)
---------- ---------- ----------
($ 86,000) ($ 77,000) $ 17,000
========== ========== ==========
The tax effects of temporary differences that gave rise to the significant
portions of the deferred tax liability and the deferred tax assets as of January
31, 1996 and 1995 were as follows:
1996 1995
----------- -----------
Deferred tax liability:
Prepaid expenses ($ 16,000) ($ 47,000)
Deferred tax assets:
Accounts receivable 4,000 10,000
Inventories 14,000 65,000
Liquidation valuations 170,000 59,000
Net operating loss carryforwards 3,123,000 2,469,000
Investment tax credit carryforwards 82,000 82,000
---------- ----------
Deferred tax assets 3,393,000 2,685,000
Less-valuation allowance ( 3,203,000) ( 2,550,000)
---------- ----------
Net deferred tax assets 190,000 135,000
---------- ----------
Net deferred tax benefit $ 174,000 $ 88,000
========== ==========
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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. The valuation allowance increased by $653,000 in 1996 and decreased by
$46,000 in 1995.
Differences between the statutory federal income tax rate and the effective tax
rate for 1996 - 1994 are accounted for as follows:
1996 1995 1994
------- ------- -------
Federal income tax rate ( 34.0%) ( 34.0%) 34.0%
State income taxes, net of
federal tax benefit 29.4 5.4
Tax effect of non-deductible expenses 0.5 61.4 3.7
NOL utilization under SFAS No. 109 29.8 (391.6) ( 34.0)
Other ( 1.0)
----- ----- -----
Effective income tax rate ( 3.7%) (334.8%) 8.1%
===== ===== =====
For federal income tax purposes, at January 31, 1996 the Company has net
operating loss carryforwards of $9,186,000 which will expire from 2003 to 2011.
The Company also has investment tax credit carryforwards of $82,000 at January
31, 1996 which will expire through 2000.
NOTE 9 - 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.
No contributions were made in 1996 or 1994; $25,000 was contributed in 1995. The
Company also has a 401(k) plan for eligible employees to which contributions of
$11,000, $12,000 and $12,000 were made in 1996 - 1994, respectively.
Certain subsidiaries maintain qualified profit sharing or defined contribution
plans for their employees under a collective bargaining agreement. The Company's
obligation is based on a rate per hour worked. Contributions to such plans were
$130,000, $135,000 and $105,000 in 1996, 1995 and 1994, respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES:
The Company rents certain of its facilities under noncancelable operating
leases. At January 31, 1996, total rental commitments for continuing operations
under these leases, which expire periodically through 2006, aggregated
$1,552,000. Under the terms of these lease agreements, expenses such as taxes,
insurance, maintenance and repairs are paid by the Company. Total rental
commitments approximate $290,000, $246,000, $196,000, $113,000 and $113,000 for
the years 1997 through 2001, respectively and $594,000 thereafter. Total rental
expense under all operating leases was $295,000, $348,000 and $331,000 for 1996,
1995 and 1994, respectively.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company has entered into an employment agreement requiring minimum annual
payments of $225,000 until 2000. At January 31, 1996, the Company had a total of
144 employees, of which approximately 42% are represented by a union whose
existing labor agreement expires in May 1998.
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.
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"), 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. The Company has also been named in a suit by a former vendor's
sales representative alleging breach of contract. 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.
NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS:
The carrying amounts of all assets and liabilities (other than long-term debt)
considered financial instruments approximate fair value because of the short
term maturity of these items.
The carrying amount of long-term debt approximates fair value because of the
short term maturity of a portion of the liability and because the interest rates
approximate market interest rates.
NOTE 12 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION:
Business segment and geographic information for the years ended January 31,
1996, 1995 and 1994 included on pages 1 and 2 of this Annual Report on Form 10-K
is an integral part of these financial statements. In 1996, 1995 and 1994,
respectively, Caterpillar, Inc. accounted for 51%, 56% and 47% 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, 1996:
Allowance for doubtful accounts $ 23,000 $ 23,000 $ 40,000 $ 6,000
======== ======== ======== ========
Inventory valuation $ 20,000 $ 20,000
======== ========
Reorganization $175,000 $500,000 $443,000 $232,000
======== ======== ======== ========
Year ended January 31, 1995:
Allowance for doubtful accounts $ 16,000 $ 10,000 $ 3,000 $ 23,000
======== ======== ======== ========
Inventory valuation $ 20,000 $ 20,000
======== ========
Reorganization $421,000 $246,000 $175,000
======== ======== ========
Year ended January 31, 1994:
Allowance for doubtful accounts $ 15,000 $ 51,000 $ 50,000 $ 16,000
======== ======== ======== ========
Inventory valuation $ 83,000 $ 63,000 $ 20,000
======== ======== ========
Reorganization $754,000 $333,000 $421,000
======== ======== ========
<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 were no reports on Form 8-K filed during the quarter
ended January 31, 1996.
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: June 25, 1996 By /s/ Peter J. Kursman
---------------------------
Peter J. Kursman,
President
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/ Peter J. Kursman
- -----------------------------
Peter J. Kursman Principal Executive June 25, 1996
President Officer and Director
/s/ Daniel R. Kursman
- -----------------------------
Daniel R. Kursman, Director June 25, 1996
Chairman of the Board and
Treasurer
/s/ Leonard W. Pietrzak
- -----------------------------
Leonard W. Pietrzak Principal Financial June 25, 1996
Vice President-Finance and Accounting Officer
and Director
/s/ William L. Weiss
- -----------------------------
William L. Weiss Director June 25, 1996
General Counsel and
Secretary
<PAGE>
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<NAME> JETRONIC INDUSTRIES, INC.
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> JAN-31-1996
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0
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