<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
F 0 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, 1998 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 21, 1998, the aggregate market value of the Registrant's common
stock, $.10 par value (its only voting stock), held by nonaffiliates of the
Registrant was $9,011,000.
On April 21, 1998, 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 1998
<PAGE>
PART I
ITEM 1 - BUSINESS:
The Registrant, Jetronic Industries, Inc., together with its subsidiary, is
referred to as "the Company" unless the context clearly indicates otherwise.
In March 1997, the Company acquired the assets, subject to certain
liabilities, of certain subsidiaries of Woven Electronic Corporation. 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. The
Bondholders also deferred payment of the accrued interest thereon. In
addition, effective July 31, 1992, Redeemable Preferred Stock was converted
into common stock. There have been no other significant developments related
to the Company's business.
Business segment and geographic information:
Summarized business segment information for 1998-1996 (in thousands) is as
follows:
1998 1997 1996
---- ---- ----
Net revenues:
Electronic communication equipment $ 719 $ 688 $ 820
Energy conversion products group 25,154 22,983 21,533
------- ------- -------
Consolidated $25,873 $23,671 $22,353
======= ======= =======
Operating profit (loss):
Electronic communication equipment $ 271 $ 146 $ 23
Energy conversion products group 3,399 2,835 2,429
Energy conversion products group
abandonment of product line ( 1,392)
Net corporate expenses ( 2,393) ( 2,405) ( 2,371)
------- ------- -------
Consolidated $ 1,277 $ 576 ($ 1,311)
======= ======= =======
Identifiable assets:
Electronic communication equipment $ 343 $ 296 $ 676
Energy conversion products group 11,872 9,803 7,336
------- ------- -------
Total 12,215 10,099 8,012
------- ------- -------
Other corporate assets 1,271 1,282 1,395
------- ------- -------
Consolidated $13,486 $11,381 $ 9,407
======= ======= =======
Depreciation expense:
Electronic communication equipment $ 30 $ 32 $ 127
Energy conversion products group 80 71 92
------- ------- -------
Consolidated $ 110 $ 103 $ 219
======= ======= =======
Capital expenditures:
Energy conversion products group $ 90 $ 64 $ 86
------- ------- -------
Consolidated $ 90 $ 64 $ 86
======= ======= =======
<PAGE>
Operating profit is total revenue less operating expenses. In computing
operating profit by segment, none of the following items have 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 1998-1996, respectively, contracts with United States Government
agencies accounted for approximately $863,000, $930,000 and $974,000 of total
sales in the electronic communication 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 for commercial and government use through its
"Electronics" and "Transchem" divisions, the Redco subsidiary and its Power
Systems Group division.
The Electronics Division designs and manufactures, to customer specification,
digital data control terminals.
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.
Power Systems Group, a division of Redco, Inc., designs and manufactures
custom ruggedized enclosures for the aircraft and aerospace markets and sells
ruggedized laptop computers into these same markets.
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 75% of that group's sales, one of which accounted for 58%. Prime
contract sales to the U.S. Government accounted for 3% of Jetronic sales. At
January 31, 1998, the total backlog of orders amounted to $5,658,000 of which
$54,000 consisted of direct U.S. Government business. At January 31, 1997, the
total backlog was $4,237,000 of which $722,000 consisted of direct U.S.
Government business. Of the backlog at January 31, 1998, all 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
meeting its
- 2 -
<PAGE>
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 1998, 1997 and 1996, Jetronic
expended $49,000, $33,000 and $48,000, 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 1998 levels. Environmental controls have not had a
material effect on operations. At January 31, 1998, Jetronic employed 166
people.
ITEM 2 - PROPERTIES:
The Company presently has the following leaseholds:
<TABLE>
<CAPTION>
Square Lease
Operating entity Location Use feet expires
---------------- -------- --- ---- -------
<S> <C> <C> <C> <C>
Jetronic Philadelphia, PA Manufacturing 7,700 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 3/98
Power Systems
Group Division Irvine, CA Offices 4,000 4/99
</TABLE>
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:
The Company has been named in a suit by a former vendor's sales representative
alleging breach of contract. Management of the Company believes that such
claim, 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:
1998 1997
---------------- ---------------
Quarter High Low High Low
------- ---- --- ---- ---
First $1 1/2 $1 $ 11/16 $ 3/8
Second 1 7/16 1 15/16 9/16
Third 1 7/16 7/8 1 3/16 5/8
Fourth 2 5/8 1 1 3/8 1/2
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<PAGE>
As of April 21, 1998, there were approximately 1,664 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.
ITEM 6 - SELECTED FINANCIAL DATA:
For the year ended January 31,
-------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(in thousands, except per share data)
Revenues $25,873 $23,671 $22,353 $18,824 $18,783
Income (loss) from
continuing operations $ 1,273 $ 585 ($ 1,285) $ 115 $ 64
Income (loss) from continuing
operations per share-basic $ .35 $ .16 ($ .36) $ .03 $ .02
Total assets $13,486 $11,381 $ 9,407 $11,384 $10,247
Long-term debt $ 4,282 $ 4,102 $ 3,996 $ 4,393 $ 4,516
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.
1998 compared with 1997:
The Company reported revenues of $25,873,000 and an operating profit of
$1,277,000 for the year ended January 31, 1998 (1998) compared to revenues of
$23,671,000 and an operating profit of $576,000 for the year ended January 31,
1997 (1997).
The electronic communication equipment operations reported revenues of
$719,000 and an operating profit of $271,000 for 1998 compared to revenues of
$688,000 and an operating profit of $146,000 for 1997. The increase in
profitability is a result of the Company's downsizing and cost reductions in
reaction to the reduction in U.S. Government defense related business
opportunities. The Company is currently negotiating an add-on to its existing
contract which, if successful, would expect to be shipped during the fiscal
year ended January 31, 1999.
The energy conversion products group reported revenues of $25,154,000 and an
operating profit of $3,399,000 for 1998 compared to revenues of $22,983,000
and an operating profit of $2,835,000 for 1997. Revenue increases are
primarily
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<PAGE>
associated with the solid state power supply business which reflects increased
quotation and shipping activity and the contribution of the new Power Systems
Group which was acquired in the first quarter. Overall profitability increased
due to the revenue increases and improved margins in the custom switchgear
business.
Net corporate expenses, comprised of interest expense and general corporate
items, were $2,393,000 in 1998 compared to $2,405,000 in 1997.
1997 compared with 1996:
The Company reported revenues of $23,671,000 and an operating profit of
$576,000 for the year ended January 31, 1997 (1997) compared to revenues of
$22,353,000 and an operating profit of $81,000 for the year ended January 31,
1996 (1996) before a write-off of $1,392,000 related to the consolidation of
the energy conversion product line. Results of operations for 1996 after the
consolidation charge amounted to a loss of $1,311,000.
The electronic communication equipment operations reported revenues of
$688,000 and an operating profit of $146,000 for 1997 compared to revenues of
$820,000 and an operating profit of $23,000 for 1996. The reduction in
revenues is a direct result of the U.S. Government's de-emphasis of military
programs. The increase in profitability is a result of the Company's
downsizing in reaction to the reduction in Government business opportunities.
The Company did receive an add-on to its existing contract for delivery during
the fiscal year ended January 31, 1998.
The energy conversion products group reported revenues of $22,983,000 and an
operating profit of $2,835,000 for 1997 compared to 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 product line, which reduced profitability to
$1,037,000. The increase in revenues is attributable to the switchgear
business, whereas the increase in profitability is primarily associated with
the solid state power supply business which is beginning to realize the effect
of its prior investment in the aerospace industry.
Net corporate expenses, comprised of interest expense and general corporate
items, were $2,405,000 in 1997 compared to $2,371,000 in 1996.
Liquidity and capital resources:
During 1998 and 1997, the operations of the Company and its subsidiary 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, 1998, such
borrowings amounted to $3,323,000 with an additional availability based on the
various formulae of $442,000. The Company's line of credit agreement with its
current lender expires on June 30, 2000. In May 1998, the Company replaced its
existing short-term revolving credit arrangement and term loans with another
financing institution which provides for a revolving line of credit of
$6,500,000 and term loans totaling $2,930,000.
At this time, there are no material commitments for capital expenditures
although the Company is pursuing several acquisitions which, if successful,
will require the outlay of additional cash. Cash requirements for the next
fiscal year should increase by ten percent due to the anticipated increase in
business activity. Based upon the availability of funds under the various
existing financing arrangements, the Company deems its liquidity to be
adequate.
- 5 -
<PAGE>
Year 2000 issue:
The Company is proactive in relation to issues surrounding compliance with the
date change from 1999 to 2000 and its effect on its computer systems and those
of its business associates. The Company does not expect the costs of
implementing a program to address this issue to have a material effect on its
consolidated financial statements.
Adoption of new accounting principles:
The Company will be required to implement Statements of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" and No. 131, "Disclosures
About Segments of an Enterprise and Related Information" in 1999. The Company
does not expect these implementations to have a material effect on its
consolidated financial statements.
- 6 -
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA:
INDEX
Page(s)
-------
Independent auditors' report 8
Financial statements:
Consolidated balance sheets 9
Consolidated statements of operations 10
Consolidated statements of changes in
shareholders, equity 11
Consolidated statements of cash flows 12
Notes to consolidated financial statements 13 - 20
Financial statement schedule:
Valuation and qualifying accounts (Schedule II) 21
- 7 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Shareholders and
Board of Directors
Jetronic Industries, Inc.
Philadelphia, Pennsylvania
We have audited the accompanying consolidated balance sheets of Jetronic
Industries, Inc. and Subsidiary as of January 31, 1998 and 1997 and the
related consolidated statements of operations, changes in Shareholders' equity
and cash flows for each of the three years in the period ended January 31,
1998. Our audits also include the financial statement schedule listed in the
Index at Item 8. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Jetronic Industries, Inc. and Subsidiary as of January 31, 1998 and 1997
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended January 31, 1998 in conformity with
generally accepted accounting principles. Also, in our opinion, the financial
statement schedule referred to above, 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 for each of the three
years in the period ended January 31, 1998.
ASHER & COMPANY, LTD.
Philadelphia, Pennsylvania
May 13, 1998
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<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 31,
-------------------------
1998 1997
---- ----
ASSETS
<S> <C> <C>
Current assets:
Cash $ 513,000 $ 498,000
Accounts receivable, net 3,956,000 3,599,000
Inventories 6,700,000 5,156,000
Prepaid expenses and other current assets 932,000 853,000
----------- -----------
Total current assets 12,101,000 10,106,000
Property, plant and equipment at cost, less
accumulated depreciation 418,000 438,000
Goodwill 291,000 301,000
Other assets 676,000 536,000
----------- -----------
$13,486,000 $11,381,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable, bank $ 3,323,000 $ 2,836,000
Current portion of long-term debt 335,000 84,000
Accounts payable 2,328,000 2,295,000
Other accrued liabilities 883,000 1,108,000
Deferred interest 1,379,000 1,273,000
----------- -----------
Total current liabilities 8,248,000 7,596,000
Long-term debt 4,282,000 4,102,000
----------- -----------
12,530,000 11,698,000
----------- -----------
Commitments and contingencies
Redeemable preferred stock, $1.85 stated value - shares authorized,
577,400; issued and outstanding, none
Shareholders' equity:
Common stock, $.10 par value - shares
authorized, 10,000,000; issued and
outstanding, 3,604,499 in 1998 and 1997 361,000 361,000
Capital in excess of par value 12,569,000 12,569,000
Retained earnings (deficit) (11,974,000) (13,247,000)
----------- -----------
Total shareholders' equity 956,000 ( 317,000)
----------- -----------
$13,486,000 $11,381,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
- 9 -
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended January 31,
---------------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net sales $25,873,000 $23,671,000 $22,353,000
Costs and expenses:
Cost of goods sold 20,861,000 19,747,000 19,065,000
Selling, general and administrative
expenses 2,712,000 2,371,000 2,158,000
Interest and debt expense 1,023,000 977,000 1,049,000
Abandonment of product line 1,392,000
----------- ----------- ----------
24,596,000 23,095,000 23,664,000
----------- ----------- ----------
Income (loss) from continuing
operations before income taxes 1,277,000 576,000 ( 1,311,000)
Provision for (benefit from) income
taxes 4,000 ( 9,000) ( 26,000)
----------- ----------- ----------
Income (loss) from continuing
operations 1,273,000 585,000 ( 1,285,000)
Discontinued operations - net of
income tax benefit of $60,000 ( 938,000)
----------- ----------- ----------
Net income (loss) $ 1,273,000 $ 585,000 ($2,223,000)
=========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Year ended January 31,
----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net income (loss) per share:
Basic:
Income (loss) from continuing
operations $ .35 $ .16 ($ .36)
Discontinued operations ( .26)
------ ------ ------
Net income (loss) $ .35 $ .16 ( .62)
====== ====== ======
Dilutive:
Income (loss) from continuing
operations $ .33 $ .16 ($ .36)
Discontinued operations ( .26)
------ ------ ------
Net income (loss) $ .33 $ .16 ( .62)
====== ====== ======
</TABLE>
See notes to consolidated financial statements.
- 10 -
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Capital in Retained
---------------------------- excess of earnings
Shares Amount par value (deficit) Total
--------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, January 31, 1995 3,604,499 $ 361,000 $ 12,569,000 ($11,609,000) $ 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) ( 902,000)
Net income, year ended
January 31, 1997 585,000 585,000
--------- ------------ ------------ ------------ ------------
Balance, January 31, 1997 3,604,499 361,000 12,569,000 ( 13,247,000) ( 317,000)
Net income, year ended
January 31, 1998 1,273,000 1,273,000
--------- ------------ ------------ ------------ ------------
Balance, January 31, 1998 3,604,499 $ 361,000 $ 12,569,000 ($11,974,000) $ 956,000
========= ============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
- 11 -
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended January 31,
-------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $1,273,000 $ 585,000 ($2,223,000)
Adjustments to reconcile net income
(loss) to net cash from (used by)
operating activities:
Gain on sale of building (212,000)
Depreciation and amortization 110,000 103,000 216,000
Change in goodwill 10,000 10,000 10,000
Deferred taxes ( 86,000)
Changes in assets and liabilities:
Accounts receivable 50,000 ( 741,000) ( 495,000)
Inventories ( 1,444,000) ( 1,016,000) 1,176,000
Prepaid expenses and other ( 79,000) ( 252,000) ( 28,000)
Other assets ( 140,000) ( 172,000) ( 178,000)
Accounts payable 23,000 711,000 ( 42,000)
Other accrued liabilities ( 109,000) 165,000 12,000
Reserve for discontinued
operations ( 13,000) ( 93,000) 500,000
Net assets of discontinued
operations 1,213,000
---------- ---------- ----------
Total adjustments ( 1,592,000) ( 1,285,000) 2,086,000
---------- ---------- ----------
Net cash from (used by)
operating activities ( 319,000) ( 700,000) ( 137,000)
---------- ---------- ----------
Cash flows from (used by) investing
activities:
Capital expenditures, net of
disposals ( 69,000) ( 60,000) ( 95,000)
Proceeds from sale of building 696,000
Net cash from (used by) ---------- ---------- ----------
investing activities ( 69,000) ( 60,000) 601,000
---------- ---------- ----------
Cash flows from (used by) financing activities:
Net borrowings from lenders 487,000 505,000 487,000
Principal payments on
long-term debt ( 84,000) ( 81,000) ( 443,000)
Proceeds from long-term debt 182,000
Net cash from (used by) ---------- ---------- ----------
financing activities 403,000 606,000 44,000
---------- ---------- ----------
Net increase (decrease) in cash 15,000 ( 154,000) 508,000
Cash, beginning of year 498,000 652,000 144,000
---------- ---------- ----------
Cash, end of year $ 513,000 $ 498,000 $ 652,000
========== ========== ==========
Supplemental disclosures of cash flow information:
Interest paid during the year $ 785,000 $ 742,000 $ 524,000
========== ========== ==========
Income taxes paid during the year $ 8,000 $ 1,000 $ 1,000
========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
- 12 -
<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 subsidiary. 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 cash accounts which, at times, may exceed federally
insured limits. The Company has not experienced any losses from maintaining
cash accounts in excess of federally insured limits. Management believes it is
not exposed to any significant credit risks on its cash accounts.
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 (15% of consolidated inventory) and on the first-in, first-out (FIFO)
method for the remaining portion of inventory. 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 $115,000 in 1998 and $105,000 in 1997.
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, except for
certain costs associated with specific long-term programs for which the
customer has contracted. Total expenses amounted to $49,000, $33,000 and
$48,000 in 1998 - 1996, respectively.
- 13 -
<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:
Basic per share data is based on the weighted average number of common shares
outstanding during the year. When dilutive, the computation of per share data
is based on the weighted average of common shares outstanding during the year
plus the effect of the exercise of options and warrants outstanding as of the
beginning of the period, using the treasury stock method. The weighted average
number of common shares used to compute basic per share data was 3,604,000 for
1998 - 1996, respectively. The weighted average number of common shares to
compute dilutive per share data was 3,799,000 in 1998 and 3,604,000 in 1997
and 1996.
Acquisition:
In March 1997, the Company purchased the assets, subject to certain
liabilities, of certain subsidiaries of Woven Electronics Corporation for
$714,746, $200,000 which was paid in cash and the balance evidenced by a
promissory note with final maturity in July 2000.
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
----
Revenues $1,671,000
==========
Income (loss) from operations ($ 498,000)
Provision to reduce to net
realizable value ( 500,000)
----------
($ 998,000)
==========
- 14 -
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Assets and liabilities of discontinued operations as of January 31, 1998 and
1997 are as follows:
1998 1997
---- ----
Current assets:
Accounts receivable $ 15,000 $ 15,000
Inventories 165,000 165,000
---------- ----------
Total current assets 180,000 180,000
Property, plant and equipment, net 119,000 119,000
---------- ----------
Total assets $ 299,000 $ 299,000
========== ==========
Current liabilities:
Accounts payable $ 40,000 $ 48,000
Accrued liabilities 46,000 46,000
Reserve for discontinued operations 339,000 344,000
---------- ----------
Total current liabilities $ 425,000 $ 438,000
========== ==========
NOTE 3 - ACCOUNTS RECEIVABLE:
January 31,
--------------------
1998 1997
---- ----
Trade $4,022,000 $3,623,000
Allowance for doubtful accounts ( 66,000) ( 24,000)
---------- ----------
$3,956,000 $3,599,000
========== ==========
NOTE 4 - INVENTORIES:
January 31,
--------------------
1998 1997
---- ----
Raw materials $4,224,000 $3,524,000
Work-in-process 2,476,000 1,632,000
---------- ----------
$6,700,000 $5,156,000
========== ==========
Current replacement cost on a first-in, first-out basis for all inventories
approximated $6,709,000 and $5,199,000 at January 31, 1998 and 1997,
respectively. Inventory values are stated net of valuation reserves of $55,000
and $45,000 at January 31, 1998 and 1997, respectively.
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.
- 15 -
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<CAPTION>
January 31,
-------------------------- Estimated
1998 1997 useful lives
---------- ---------- ------------
<S> <C> <C> <C>
Land, buildings and improvements $ 602,000 $ 574,000 6-16 years
Machinery, equipment and tooling 2,028,000 1,997,000 4-10 years
Furniture and fixtures 1,227,000 1,196,000 4-10 years
---------- ----------
3,857,000 3,767,000
Accumulated depreciation ( 3,439,000) ( 3,329,000)
---------- ----------
$ 418,OOO $ 438,000
========== ==========
</TABLE>
Depreciation and amortization expense amounted to $110,000, $103,000 and
$219,000 in 1998, 1997 and 1996, 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 subsidiary at interest rates 2.25% 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, 1998,
$3,323,000 of demand loans were outstanding under these credit arrangements.
Total unused lines of credit available at January 31, 1998 approximated
$442,000. The weighted average interest rate applicable to all short-term
borrowings outstanding at the end of the year approximated 11.4% in 1998 and
10.64% in 1997.
Notes payable and term loans are variously secured by substantially all of the
Company's accounts receivable, inventories, property, plant and equipment and
capital stock of the subsidiary. 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:
<TABLE>
<CAPTION>
January 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
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
Term loans at 2.25% above prime payable in
monthly installments of $5,700 through
July 2001 219,000 286,000
Philadelphia Industrial Development Corporation
(PIDC) term loan at 4.5% payable in monthly
installments of $1,500 through September 1999 27,000 44,000
8% Promissory note due July 2000, payable starting April 1998
with quarterly installments of $62,500 for the first year and
$50,000 thereafter 515,000
---------- ----------
4,617,005 4,186,000
Less - Amount due within one year ( 335,000) ( 84,000)
---------- ----------
$4,282,000 $4,102,000
========== ==========
</TABLE>
- 16 -
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 term loans are 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 $335,000 in
1999, $4,134,000 in 2000, $133,000 in 2001 and $15,000 in 2002.
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. During 1998, 457,000 options were granted
at an exercise price of $1.063, of which 446,000 were exercisable. None of
these options have been exercised.
In conjunction with his employment agreement, the President of the Company was
granted 360,000 options to acquire common stock at a price of $.375
exercisable at the rate of 72,000 options per year, expiring in 2001. No
options have been exercised.
In conjunction with various financing arrangements and acquisitions, warrants
to purchase common stock were issued for 75,000 shares at $1.5625 per share
and 65,000 shares at $1.00 per share. During 1998, 111,435 warrants at $1.00
per share expired. Subsequent to January 31, 1998, 60,000 of the $1.00
warrants were exercised.
Under Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
for Stock Based Compensation", the Company is permitted to continue accounting
for the issuance of stock options and warrants in accordance with Accounting
Principles Board (APB) Opinion No. 25, which does not require recognition of
compensation expense for option and warrant grants unless the exercise price
is less than the market price at date of grant. If the Company had recognized
compensation cost for the "fair value" of option and warrant grants under the
provisions of SFAS No. 123, the pro forma financial results for the year would
have differed from the actual results as follows:
Net income:
As reported $1,273,000
Pro forma $ 697,000
Basic income per share:
As reported $.35
Pro forma $.19
Dilutive income per share:
As reported $.33
Pro forma $.18
- 17 -
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The per share weighted average fair value of the stock options and warrants
granted during the year was $.74. The fair value was estimated at the date of
grant using the Modified Black-Scholes Stock Option Pricing Model with the
following average assumptions: risk free interest rate of approximately 6%;
expected volatility factor of 144.2% and expected lives of one to six years
and no expected dividends rate.
Under SFAS 123, the fair value of stock options issued in any given year is
expensed as compensation over the vesting period. Substantially all of the
Company's options and warrants were vested immediately when granted. The pro
forma results only include the effect of options and warrants granted in 1998
as none were issued in 1997 or 1996; options and warrants granted prior to
1996 were not considered.
NOTE 8 - INCOME TAXES:
The provision for (benefit from) taxes on income include:
1998 1997 1996
---- ---- ----
Current:
Federal $ 4,000
State ($ 9,000)
Deferred:
Federal ($ 86,000)
State
---------- ------------ ------------
$ 4,000 ($ 9,000) ($ 86,000)
========== ============ ============
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, 1998 and 1997 were as follows:
1998 1997
---- ----
Deferred tax liability:
Depreciation $ 10,000
----------
Deferred tax assets:
Accounts receivable 22,000 $ 8,000
Inventories 40,000 29,000
Prepaid expenses 13,000 21,000
Liquidation valuations 115,000 117,000
Net operating loss carryforwards 2,496,000 2,969,000
Investment tax credit carryforwards 82,000 82,000
---------- ----------
Deferred tax assets 2,768,000 3,226,000
Less-valuation allowance ( 2,586,000) ( 3,054,000)
---------- ----------
Net deferred tax assets 182,000 172,000
---------- ----------
Net deferred tax asset $ 172,000 $ 172,000
========== ==========
- 18 -
<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 and investment tax credit
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 decreased by
$468,000 in 1998 and $150,000 in 1997 as a result of the utilization of net
operating loss carryforwards against current federal income taxes.
Differences between the statutory federal income tax rate and the effective
tax rate for 1998 - 1996 are accounted for as follows:
1998 1997 1996
---- ---- ----
Federal income tax rate 34.0% 34.0% ( 34.0%)
Tax effect of non-deductible expenses 1.0 2.1 0.5
NOL utilization under SFAS No. 109 ( 34.7) ( 36.1) 29.8
Other ( 1.5)
----- ===== ------
Effective income tax rate 0.3% ( 1.5%) ( 3.7%)
===== ===== ======
For federal income tax purposes, at January 31, 1998 the Company has net
operating loss carryforwards of $7,340,000 which will expire from 2003 to
2011. The Company also has investment tax credit carryforwards of $82,000 at
January 31, 1998 which will expire through 2000.
NOTE 9 - EMPLOYEE BENEFIT PLANS:
The Company has a 401(k) plan for eligible employees to which contributions of
$9,000, $8,000 and $11,000 were made in 1998 - 1996, respectively. The
Company's subsidiary maintains a qualified defined contribution plan for its
employees under a collective bargaining agreement. The Company's obligation is
based on a rate per hour worked. Contributions to such plans were $165,000,
$155,000 and $130,000 in 1998 - 1996, respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES:
The Company rents certain of its facilities under noncancelable operating
leases. At January 31, 1998, total rental commitments under these leases,
which expire periodically through 2006, aggregated $1,163,000. Under the terms
of these lease agreements, expenses such as taxes, insurance, maintenance and
repairs are paid by the Company. Total rental commitments approximate
$279,000, $166,000, $122,000, $117,000 and $122,000 for the years 1999 through
2003, respectively, and $357,000 thereafter. Total rental expense under all
operating leases was $345,000, $344,000 and $295,000 for 1998 - 1996,
respectively.
In conjunction with the acquisition of certain subsidiary assets from Woven
Electronics Corporation, the Company is committed to paying a royalty of 37.5%
for the five year period ended January 31, 2003 predicated upon pre-tax
income, subject to certain adjustments, of the business of the acquired
subsidiaries.
- 19 -
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company has entered into employment agreements requiring minimum annual
payments of $250,000 until 2001. At January 31, 1998, the Company had a total
of 166 employees, of which approximately 41% are represented by a union whose
existing labor agreement expires in May 1998. Management expects to
successfully negotiate the extension of this contract.
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.
The Company has been named in a suit by a former vendor's sales representative
alleging breach of contract. Management of the Company believes that such
claim, 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,
1998, 1997 and 1996 included on pages 1 and 2 of this Annual Report on Form
10-K is an integral part of these financial statements. In 1998, 1997 and
1996, respectively, Caterpillar, Inc. accounted for 56%, 55% and 51% of
consolidated revenues.
NOTE 13 - SUBSEQUENT EVENT:
In May 1998, the Company replaced its existing short-term revolving credit
arrangement and term loans with another financing institution which provides
for a revolving line of credit of $6,500,000 and term loans totaling
$2,930,000.
- 20 -
<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, 1998:
Allowance for doubtful accounts $ 24,000 $ 42,000 $ 66,000
======== ======== ========
Inventory valuation $ 45,000 $ 10,000 $ 55,000
======== ======== ========
Reorganization $139,000 $ 13,000 $126,000
======== ======== ========
Year ended January 31, 1997:
Allowance for doubtful accounts $ 6,000 $ 30,000 $ 12,000 $ 24,000
======== ======== ======== ========
Inventory valuation $ 20,000 $ 25,000 $ 45,000
======== ======== ========
Reorganization $232,000 $ 93,000 $139,000
======== ======== ========
Year ended January 31, 1996:
Allowance for doubtful accounts $ 23,000 $ 23,000 $ 40,000 $ 6,000
======== ======== ======== ========
Inventory valuation $ 20,000 $ 2O,OOO
======== ========
Reorganization $175,000 $500,000 $443,000 $232,000
======== ======== ======== ========
- 21 -
<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.
- 22 -
<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.
(22) Subsidiaries of Registrant
Principal Location of
subsidiaries incorporation Business names
------------ ------------- --------------
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, 1998.
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.
-23-
<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 13, 1998 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 May 13, 1998
President Officer and Director
/s/ Daniel R. Kursman
- ----------------------------
Daniel R. Kursman Director May 13, 1998
Chairman of the Board and
Treasurer
/s/ Leonard W. Pietrzak
- ----------------------------
Leonard W. Pietrzak Principal Financial May 13, 1998
Vice President-Finance and Accounting Officer
and Director
/s/ William L. Weiss
- ----------------------------
William L. Weiss Director May 13, 1998
General Counsel and
Secretary
- 24 -
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000053500
<NAME> JETRONIC INDUSTRIES, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 513
<SECURITIES> 0
<RECEIVABLES> 4,022
<ALLOWANCES> 66
<INVENTORY> 6,700
<CURRENT-ASSETS> 12,101
<PP&E> 3,857
<DEPRECIATION> 3,439
<TOTAL-ASSETS> 13,486
<CURRENT-LIABILITIES> 8,248
<BONDS> 3,856
0
0
<COMMON> 361
<OTHER-SE> 595
<TOTAL-LIABILITY-AND-EQUITY> 13,486
<SALES> 25,873
<TOTAL-REVENUES> 25,873
<CGS> 20,861
<TOTAL-COSTS> 23,573
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,023
<INCOME-PRETAX> 1,277
<INCOME-TAX> 4
<INCOME-CONTINUING> 1,273
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,273
<EPS-PRIMARY> .35
<EPS-DILUTED> .33
</TABLE>
