SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
(Mark one)
(X) Quarterly Report Under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the quarterly period ended December
31, 1995
( ) Transition Report under Section 13 or 15 (d) of the Exchange
Act for the transition period from ________ to _________
For Quarter Ended December 31, 1995
Commission File No. 0-10696
LogiMetrics, Inc.
A Delaware Corporation I.R.S. Employer Identification
11-2171701
121-03 Dupont Street, Plainview, New York 11803
(516) 349-1700
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Common Stock Issued and Outstanding as of December 31, 1995
Class A., $.10 par value - 2,860,602
<PAGE>
INDEX
LOGIMETRICS, INC. AND SUBSIDIARY
PART I FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheet -
December 31, 1995 3
Condensed consolidated statements of operations
and (deficit) retained earnings - six months
ended December 31, 1995 and 1994 4
Condensed consolidated statements of operations
and (deficit) retained earnings - three months
ended December 31, 1995 and 1994 5
Condensed consolidated statements of cash flows -
six months ended December 31, 1995 and 1994 6
Notes to condensed consolidated financial
statements - December 31, 1995 7
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 10
SIGNATURES 12
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
LOGIMETRICS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 30,807
Accounts receivable, less allowance
for doubtful accounts of $4,280 1,268,550
Cost and estimated earnings in excess of
billings on uncompleted contracts (Note 2) 2,536,242
Inventories (Note 3) 2,370,488
Prepaid expenses and other current assets 101,637
----------
Total current assets 6,307,724
Equipment and fixtures 409,632
Other assets 56,808
----------
TOTAL ASSETS $6,774,164
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $2,514,754
Loans from stockholders 60,000
Current portion of long-term debt (Note 4) 2,336,938
----------
Total current liabilities 4,911,692
----------
LONG-TERM DEBT (Note 4) 390,414
----------
STOCKHOLDERS' EQUITY
Common Stock:
Class A, $.10 par value: authorized,
7,000,000 shares; issued and
outstanding, 2,860,602 286,062
Additional paid-in capital 1,988,709
Deficit (624,763)
----------
1,650,008
Less: Stock subscriptions receivable (177,950)
----------
1,472,058
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,774,164
----------
See Notes to Consolidated Financial Statements
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<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND (DEFICIT) RETAINED EARNINGS
(UNAUDITED)
Six Months Ended December 31,
-----------------------------
1995 1994
----------- ----------
Net sales $2,578,858 $3,779,824
Costs of sales 3,170,617 2,654,765
----------- ----------
Gross (loss) profit (591,759) 1,125,059
Expenses:
Selling, general and administrative 770,371 887,863
----------- ----------
(Loss) Income from operations (1,362,130) 237,196
Interest Expense 163,028 140,529
----------- ----------
(Loss) Income before income taxes (1,525,158) 96,667
(Benefit) provision for income taxes ( 299,000) 39,000
----------- ----------
NET (LOSS) EARNINGS $(1,226,158) $ 57,667
=========== ==========
Retained Earnings, beginning of period $ 601,395 $ 443,618
Net (Loss) Earnings (1,226,158) 57,667
----------- ----------
(Deficit) Retained Earnings, end of
period $ (624,763) $ 501,285
=========== ==========
(Loss) Earnings Per Common Share (Note 5) $ ( .43) $ .02
Weighted average number of common shares
and equivalents outstanding (Note 5) 2,860,602 2,530,602
See Notes to Consolidated Financial Statements
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<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND (DEFICIT) RETAINED EARNINGS
(UNAUDITED)
Three Months Ended December 31,
-------------------------------
1995 1994
----------- ----------
Net sales $ 276,054 $1,963,277
Costs of sales 1,428,314 1,359,476
----------- ----------
Gross (loss) profit (1,152,260) 603,801
Expenses:
Selling, general and administrative 366,587 500,670
----------- ----------
(Loss) Income from operations (1,518,847) 103,131
Interest expense 80,666 74,323
----------- ----------
(Loss) Income before income taxes (1,599,513) 28,808
(Benefit) provision for income taxes ( 324,000) 12,000
----------- ----------
NET (LOSS) EARNINGS $(1,275,513) $ 16,808
=========== ==========
Retained Earnings, beginning of period $ 650,750 $ 484,477
Net (Loss) Earnings (1,275,513) 16,808
----------- ----------
(Deficit) Retained Earnings, end of
period $( 624,763) $ 501,285
=========== ==========
Loss (Earnings) Per Common Share (note 5) $( .45) $ .01
Weighted average number of common shares
and equivalents outstanding (Note 5) 2,860,602 2,530,602
See Notes to Consolidated Financial Statements
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<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Six Months Ended December 31,
-----------------------------
1995 1994
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings $(1,226,158) $ 57,667
----------- ----------
Adjustments to reconcile net earnings
to net cash used in operating activities:
Depreciation and amortization 49,761 46,847
Non-cash compensation - 33,000
Deferred income tax (benefit) provision (299,000) 40,000
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable 757,496 213,051
Costs and estimated earnings in excess
of billings on uncompleted contracts 822,740 (555,115)
Inventories (302,160) (100,961)
Prepaid expenses and other current assets (42,501) (2,443)
Other assets (18,500) 3,855
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 291,295 28,319
Income tax payable - current - 1,000
----------- ----------
Total adjustments 1,259,131 (294,447)
----------- ----------
Net cash provided by (used in) operating
activities 32,973 (236,780)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (71,883) (4,888)
----------- ----------
Net cash (used in) investing activities (71,883) (4,888)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of financing 394,936 300,000
Repayment of debt (366,077) (61,458)
----------- ----------
Net cash provided by financing activities 28,859 238,542
----------- ----------
NET DECREASE IN CASH (10,051) (3,126)
CASH, beginning of period 40,858 80,082
----------- ----------
CASH, end of period $ 30,807 $ 76,956
=========== ==========
See Notes to Consolidated Financial Statements
- 6 -
<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Financial Statements
On March 7, 1996, the Company was recapitalized and new
management was brought in to restructure the Company. In preparing the
Quarterly Report for the quarterly period ended March 31, 1996, new
management discovered there had been an error in the preparation of the
Quarterly Report for the period ended December 31, 1995. The error had
the impact of overstating the recognition of revenue earned on
uncompleted projects during the period by $1,610,718. After adjusting
for the impact of the resulting income tax benefit, the net reduction in
previously reported retained earnings is $1,281,718. The accompanying
consolidated financial statements have been amended accordingly.
The accompanying consolidated financial statements include the
accounts of LogiMetrics, Inc. and its wholly owned subsidiary
(collectively called the "Company"). All intercompany balances and
transactions have been eliminated.
The balance sheet as of December 31, 1995, the statements of
operations and deficit for the six month and three month periods ended
December 31, 1995 and 1994, and the statements of cash flows for the six
month period then ended have been prepared by the Registrant without
audit. Such accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial reporting and with the instructions to
Form 10-QSB. Accordingly, they do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management all
adjustments, consisting of normal recurring accruals considered
necessary for a fair presentation have been included. Results for the
three and six months ended December 31, 1995 are not necessarily
indicative of the results that may be achieved for the year ending June
30, 1996. These statements should be read in conjunction with the
financial statements and related notes included in the Company's annual
report on Form 10-KSB for the year ended June 30, 1995.
2. Costs and Estimated Earnings in Excess of Billings on Uncompleted
Contracts:
Costs and estimated earnings in excess of billings on uncompleted
contracts consist of the following at December 31, 1995:
Costs and estimated earnings $3,478,009
Less: Progress billings (941,767)
----------
$2,536,242
==========
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<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
3. Inventories
Inventories consists of the following at December 31, 1995:
Raw material and components $2,292,728
Work-in-process 77,760
----------
$2,370,488
==========
4. Long-term Debt
Long-term debt consists of the following at December 31, 1995:
Notes payable to bank $2,352,799
Convertible Subordinated
Debentures 300,000
Other Obligations 74,553
----------
$2,727,352
Less: Current Portion (2,336,938)
----------
$ 390,414
==========
The Company has two credit facilities available to it from a bank. The
facilities provide the Company with a revolving loan of $2,200,000 which
matures October 1, 1996 and the remainder under a 60 month term loan for
$500,000. An aggregate of $2,352,799 was outstanding at December 31,
1995. The revolving loan bears interest at the rate of 2.5% per annum
in excess of the prime rate; the term loan bears interest at the rate of
1.5% per annum in excess of the prime rate. The prime rate was 8.50% at
December 31, 1995. All corporate assets serve as collateral for the
credit facility.
The credit facilities with the bank contain certain financial
covenants which are in default at December 31, 1995. Subsequently, the
Company executed new credit facilities with the bank on March 7, 1996.
On July 14, 1995, the Company completed a private offering of 15
Units of its securities at a price of $20,800 per Unit. Each Unit
consists of one $20,000 12% Convertible Subordinated Debenture and One
Series A Warrant. The Debentures are payable on July 14, 1997 and are
subordinated to the Company's bank debt and capital lease obligations.
- 8 -
<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
5. (Loss) Earnings Per Share
(Loss) Earnings per common share for the six month and three month
periods ended December 31, 1995 were computed by dividing the (loss)
earnings by the weighted average number of shares of Class A and Class
B common stock outstanding during the period. Equivalent shares
resulting from the assumed exercise of options and warrants have been
excluded from the calculation as their effect is anti-dilutive.
- 9 -
<PAGE>
LOGIMETRICS, INC. AND SUBSIDIARY
Item 2: Management's Discussion and Analysis of Results of Operations
and Financial Condition
Results of Operations
Net sales for the three and six month periods ended December 31,
1995 were $276,054 and $2,578,858, respectively. Compared to the
corresponding prior periods, net sales declined $1,687,223 (86%) and
$1,200,966 (32%), respectively. The declines in both periods were a
direct result of project delays and inactivity due to a shortage of cash
during the three month period ending December 31, 1995.
Gross (loss) profits for the three and six month periods were negative
($1,152,260) and negative ($591,759), respectively. Compared to the
corresponding prior periods, gross profits declined $1,756,061 (291%)
and $1,716,818 (153%), respectively. The gross profit declines reflect
the sales declines, compounded by the inefficiencies resulting from the
lack of resources. During the quarter ended December 31, 1995, a
significant portion of managements' efforts was directed towards the
Company's fund raising activities. The Company also experienced
significant production problems as a result of part shortages and the
receipt of certain key components which were found to be defective late
in the production process. Production problems and the receipt of
defective components resulted in excessive re-work and significant
revisions to original estimates of costs to complete certain major
contracts which dramatically effected revenue recognition under the
Company's percentage of completion income recognition policy. Lack of
productivity during the period also resulted in significant unfavorable
labor and overhead absorption variances.
Selling, general and administrative expenses for the three and six
month periods were $366,587 and $770,371, respectively. Compared to the
corresponding prior periods, the expenses decreased $134,083 (27%) and
$117,492 (13%), respectively. The decreases in both periods reflect
lower sales commissions and reduced travel expenses.
Interest expense for the three and six month periods was $80,666
and $163,028, respectively. Compared to the corresponding prior
periods, the expenses increased $6,343 (9%) and $22,499 (16%),
respectively. The increased expenses primarily reflect increased
borrowing levels on the revolving loan with the bank.
- 10 -
<PAGE>
Financial Condition, Liquidity and Capital Resources
The Company had $30,807 in cash at December 31, 1995 compared with
$40,858 at June 30, 1995.
The decrease in cash resulted from capital expenditures ($71,883),
partially offset by net cash provided by operating activates ($32,973)
and net cash provided by financing activities ($28,859).
The Company has two credit facilities available to it from a bank.
The facilities provide the Company with a revolving loan of $2,200,000
which matures October 1, 1996 and a 60 month term loan for $500,000. An
aggregate of $2,352,799 was outstanding at December 31, 1995. The
revolving loan bears interest at the rate of 2.5% per annum in excess of
the prime rate; the term loan bears interest at the rate of 1.5% per
annum in excess of the prime rate. The prime rate was 8.50% at December
31, 1995. All corporate assets serve as collateral for the credit
facilities.
The credit facilities with the bank contain certain financial
covenants which are in default at December 31, 1995. Subsequently, the
Company executed new credit facilities with the bank on March 7, 1996.
On July 14, 1995, the Company completed a private offering of 15
Units of its securities at a price of $20,800 per Unit. Each Unit
consists of one $20,000 12% Convertible Subordinated Debenture and One
Series A Warrant. The Debentures are payable on July 14, 1997 and are
subordinated to the Company's bank debt and capital lease obligations.
- 11 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
LOGIMETRICS, INC
Date: May 20, 1996 By:/S/ RICHARD K. LAIRD
-------------------- -----------------------------------
Richard K. Laird,
Chairman, Chief Executive Officer
(Principal Executive Officer)
Date: May 20, 1996 By:/S/ RUSSELL J. REARDON
-------------------- -----------------------------------
Russell J. Reardon
Chief Financial Officer
(Principal Accounting Officer)
- 12 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 30,807
<SECURITIES> 0
<RECEIVABLES> 1,268,550
<ALLOWANCES> (4,280)
<INVENTORY> 2,370,488
<CURRENT-ASSETS> 6,307,724
<PP&E> 2,280,817
<DEPRECIATION> 1,871,185
<TOTAL-ASSETS> 6,774,164
<CURRENT-LIABILITIES> 4,911,692
<BONDS> 300,000
<COMMON> 286,062
0
0
<OTHER-SE> 1,185,996
<TOTAL-LIABILITY-AND-EQUITY> 6,774,164
<SALES> 2,578,858
<TOTAL-REVENUES> 2,578,858
<CGS> 3,170,617
<TOTAL-COSTS> 770,371
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 163,028
<INCOME-PRETAX> (1,525,158)
<INCOME-TAX> (299,000)
<INCOME-CONTINUING> (1,226,158)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,226,158)
<EPS-PRIMARY> (.43)
<EPS-DILUTED> 0
</TABLE>
