SECURITIES AND EXCHANGE COMMISSIONNN
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the three month and nine month periods ended March 31, 1996.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-11685-NY
RADYNE CORP.
------------
(Exact name of small business issuer as specified in its charter)
NEW YORK
--------
(State or other jurisdiction of incorporation or organization)
11-2569467
----------
(IRS EMPLOYER IDENTIFICATION NO.)
5225 South 37th Street, Phoenix, AZ 85040
-----------------------------------------
(Address of principal executive offices)
Issuer's telephone number: 602-437-9620
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such period
that the issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES NO X
---
The issuer had 18,748,605 shares of its common stock, par value $.002,
outstanding as of June 13, 1996.
Transitional Small Business Disclosure Format YES NO X
---
<PAGE>
RADYNE CORP.
(A SUBSIDIARY OF ENGINEERING AND TECHNICAL SERVICES, INC.)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
31-Mar-96 30-Jun-95
<S> <C> <C>
Cash 35,633 2,109
A/R 631,157 549,677
Allowance For Doubtful Accounts (51,829) (13,829)
Inventories 1,158,109 1,015,326
Prepaids & other 124,117 199,949
Bankruptcy Claims Escrow Acct - -
-----------------------------------
Total Current Assets 1,897,187 1,753,232
Machinery, Equipment and Other, at Cost 2,050,417 1,832,535
Less Depreciation and Amortization (404,829) (147,020)
Other Assets - Deposits 14,252
Total Assets 3,542,775 3,452,999
===================================
-
Loan Payable to Radyne Corp (Florida), a Related Party 3,774,126 1,723,381
Current Portion LT Debt / Capitalized Lease Obligations 17,059 65,012
Accts Payable 326,826 578,674
Accrued Liabilities 435,281 694,303
Taxes Payable - Current Portion 36,223 34,880
Total Current Liabilities 4,589,515 3,096,250
-----------------------------------
Taxes Payable - Long Term 87,213 168,304
- -
Common stock - $.002 par value, 20,000,000 shares authorized,
18,650,084 shares issued and outstanding. 37,301 37,301
Additional Paid-In capital 516,000 516,000
Accumulated Deficit (1,687,254) (364,856)
-----------------------------------
Stockholders' Equity (Deficit) (1,133,953) 188,445
-----------------------------------
Total Liabilities & Stockholders' Equity (Deficit) 3,542,775 3,452,999
===================================
</TABLE>
<PAGE>
RADYNE CORP.
Statement of Operations (Page 1 of 2)
For The Three Months Ended March 31, 1996 and the Three
and 1/2 Months Ended March 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
31-Mar-96 31-Mar-95
--------- ---------
<S> <C> <C>
Sales 886,763 1,315,068
Cost of Sales 488,432 751,364
Selling, General & Administrative Expenses 502,652 491,088
Research and Development Expenses 541,490
Income (Loss) From Operations (645,812) 72,616
Interest Expense 92,700 16,206
Interest & Other Income - (322)
Income (Loss) Before Provision For Income Taxes (738,511) 56,732
Provision for Income Taxes -
Net Income (Loss) (738,511) 56,732
Net Income (Loss) Per Common Share (0.040) 0.003
Weighted Average Number of Common
Shares Outstanding: 18,650,084 18,650,084
</TABLE>
<PAGE>
RADYNE CORP.
Statement of Operations (Page 2 of 2)
For The Nine Months Ended March 31,1996 and the Eight Months Ended March 31,1995
(Unaudited)
<TABLE>
<CAPTION>
{---CURRENT---} {----------------------PRIOR PERIOD----------------------}
NINE MONTHS PREDECESSOR SUCCESSOR EIGHT MONTHS
----------- ----------- --------- ------------
YEAR TO DATE 8-1 TO 12-16-94 12-17-94 to 3-31-95 YEAR TO DATE
ENDED 3-31-96 4 1/2 MONTHS 3 1/2 MONTHS ENDED 3-31-95
<S> <C> <C> <C> <C>
Sales 3,283,998 435,761 1,315,068 1,750,829
Cost of Sales 1,963,716 984,133 751,364 1,735,497
Selling, General & Administrative Expenses 1,348,765 487,274 491,088 978,362
Research and Development Expenses 1,129,941 -
Professional Fees Related to Reorganization 600,198 600,198
Income (Loss) From Operations (1,158,424) (1,635,844) 72,616 (1,563,228)
Fresh Start Adjustments 1,598,841 1,598,841
Loss Before Extraordinary Items (1,158,424) (37,003) 72,616 35,613
Gain on Exchange of Debt for Common Stock - 1,062,667 1,062,667
Gain on Debt Forgiveness - 1,636,489 1,636,489
Total Extraordinary Items - 2,699,156 - 2,699,156
Interest Expense 163,974 88,510 16,206 104,716
Interest & Other Income - 344 (322) 22
Income (Loss) Before Provision For Income Taxes (1,322,398) 2,573,299 57,054 2,630,031
Provision for Income Taxes - -
Net Income (Loss) (1,322,398) 2,573,299 56,732 2,630,031
Net Income (Loss) Per Common Share
Before Extraordinary Items (0.071) (0.071) 0.003 0.004
Extraordinary Items - 1.641 - 0.287
Net Income (Loss) Per Common Share (0.071) 1.570 0.003 0.291
Weighted Average Number of Common
Shares Outstanding: 18,650,084 1,548,193 18,650,084 9,030,270
</TABLE>
<PAGE>
RADYNE CORP.
<TABLE>
<CAPTION>
Statement of Cash Flows {----CURRENT---} {--------------------PRIOR PERIOD-------------------}
(Unaudited) PREDECESSOR SUCCESSOR TOTAL
----------- --------- -----
Cash Flows From Operating Activities: 31-Mar-96 8-1 TO 12-16-94 12-16-94 TO 3-31-95 31-Mar-95
--------- ---------
4 1/2 MONTHS 3 1/2 MONTHS
<S> <C> <C> <C> <C>
Net Income (Loss) (1,322,398) 2,573,299 56,732 2,630,031
Adjustments to Reconcile Net Income (Loss) to Net Cash
Flows Provided By (Used In) Operating Activities:
Depreciation & Amortization 257,809 (579,475) 78,312 (501,163)
(Increase) Decrease in Operating Assets:
Acccounts Receivable (81,480) (166,161) (339,309) (505,470)
(Increase) decrease in bankruptcy claims escrow - (106,613) 160 (106,453)
Inventories (142,783) 356,957 11,254 368,211
Deposits 14,252 (9,586) 6,352 (3,234)
Prepaids, Advances and Other 75,832 11,847 (83,690) (71,843)
Increase (Decrease) in Operating Liabilities:
Accounts Payable (251,848) (649,118) (11,580) (660,698)
Accrued Liabilities (259,022) 325,019 (112,952) 212,067
Increase in Taxes Payable 1,343 209,277 (209,277) -
Total Adjustments (385,897) (607,853) (660,730) (1,268,583)
Net Cash (Used In) Provided By Operating Activities (1,708,295) 1,965,446 (603,998) 1,361,448
Cash Flows From Investing Activities:
Capital Expenditures (217,882) (932,844) (55,814) (988,658)
Cash Flows From Financing Activities:
Change in Current Portion of Long Term Debt (47,953) (2,138,021) 42,226 (2,095,795)
Proceeds From Loan Payable to Affiliate 2,050,745 510,725 144,823 655,548
Net Cash Provided By (Used In) Financing Activities 2,002,792 (1,627,296) 187,049 (1,440,247)
Net Increase (Decrease) In Cash 33,524 175,163 (201,956) (26,793)
Cash, Beginning of Period 2,109 81,235 256,398 81,235
Cash, End of Period 35,633 256,398 54,442 54,442
</TABLE>
<PAGE>
RADYNE CORP.
Notes to Financial Statements
- -----------------------------
(Information for the interim periods ending March 31, 1996, December 16, 1994,
and March 31, 1995 is unaudited)
1. Business
Radyne Corp. (the "Company") was incorporated on November 25, 1980
and commenced operations on May 22, 1981. The Company designs,
manufactures and sells products, systems and software used for the
transmission and reception of data over satellite and cable
communications networks.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation
---------------------
The interim financial statements furnished reflect all adjustments
which are, in the opinion of management, necessary for a fair
presentation of the statement of financial position as of June 30,
1995 and March 31, 1996 and the results of operations for the three
months and nine months ended March 31, 1996 and the comparable
prior periods presented. The financial statements should be read in
conjunction with the summary of significant accounting policies and
notes to financial statements included in the Company's Form 10-KSB
for the year ended June 30, 1995.
The results of operations for the interim period are not
necessarily indicative of the results to be expected for the full
year.
(b) Inventories
-----------
Inventories are stated at the lower of cost (first-in, first-out)
or market value including material, direct labor and overhead
costs.
(c) Machinery and Equipment
-----------------------
Machinery and equipment are stated at cost. Expenditures for
repairs and maintenance are charged to operations as incurred, and
improvements which extend the useful lives of the assets are
capitalized. Depreciation and amortization of machinery and
equipment are computed using the straight-line method based on the
following useful lives:
Machinery and equipment 7 years
Furniture and fixtures 7 years
Leasehold improvements 5 years
<PAGE>
RADYNE CORP.
Notes to Financial Statements
- -----------------------------
(Information for the interim periods ending March 31, 1996, December 16,1994 and
March 31, 1995 is unaudited)
(d) Research and Development
------------------------
Expenditures for research and development are charged to operations
in the period incurred.
(e) Taxes on Income
---------------
The Company follows the liability method of accounting for income
taxes, as prescribed by Statement No. 109 of the Financial
Accounting Standards Board.
(f) Per Share Data
--------------
Earnings (loss) per share of common stock were computed by dividing
net income (loss) by the weighted average number of shares of
common stock outstanding during each of the periods presented. The
common equivalent shares were not included in the weighted average
number of shares outstanding for the periods presented since their
effect was antidilutive.
<PAGE>
RADYNE CORP.
Notes to Financial Statements
- -----------------------------
(Information for the interim periods ending March 31, 1996, December 16, 1994
and March 31, 1995 is unaudited)
3. Reorganization
(a) Reorganization
--------------
On April 28, 1994, the Predecessor Company (Radyne Corp.)
filed a petition for relief under Chapter 11 of the federal
bankruptcy laws in the United States Bankruptcy Court for the
Eastern District of New York. Under Chapter 11, certain claims
against the Predecessor Company in existence prior to the filing
were stayed while the Predecessor Company continued business
operations as debtor-in-possession. Claims secured against the
Predecessor Company's assets were also stayed, although the holders
of such claims had the right to move the court for relief from the
stay prior to the plan being confirmed. Secured claims were secured
primarily by liens on all of the Predecessor Company's assets.
The Company emerged from Chapter 11 Bankruptcy when its
Reorganization Plan was confirmed by the United States Bankruptcy
Court on December 16, 1994. It has handled its increased capital
requirements by continuing to fill orders, increase revenues and
accounts receivable along with the financing provided by Radyne
Corp. (Florida), a related party, during the bankruptcy and post
confirmation period (amount at March 31, 1996 is $3,018,345).
4. Inventories
Inventories consist of the following:
MAR 31, JUNE 30,
1996 1995
------- --------
Raw Materials and components $ 40,006 $ 420,479
Work in process 517,246 370,563
Finished Goods 372,457 224,284
Demonstration Units In The Field 278,400 -0-
-------- ---------
Sub Total 1,208,109 1,015,326
Less Allowance for obsolescence 50,000 -0-
--------- ---------
Total $1,158,109 $ 1,015,326
========== ===========
<PAGE>
RADYNE CORP.
Notes to Financial Statements
- -----------------------------
(Information for the interim periods ending March 31, 1996, December 16, 1994
and March 31, 1995 is unaudited)
5. Machinery, Equipment and Other
Machinery, equipment and other consists of the following:
MAR 31, JUNE 30,
1996 1995
-------- ------
Machinery and equipment $ 452,079 $ 234,197
Designs & Drawings 1,598,338 1,598,338
--------- ----------
2,050,417 1,832,535
Less: accumulated depreciation
and amortization (404,829) (147,020)
---------- ----------
$ 1,645,588 $1,685,515
=========== ==========
6. Accrued Liabilities
Accrued liabilities consist of the following:
MAR 31, June 30,
1996 1995
-------- ------
Payroll and vacation $ 192,798 $ 87,087
Creditor's claims from Bankruptcy -0- 106,274
Professional fees 98,625 216,163
Other 143,858 284,779
--------- ---------
$ 435,281 $ 694,303
========= =========
<PAGE>
RADYNE CORP
Item 2 - Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results.
------------
Financial Condition
The Company's assets have increased from $3,452,999 at June
30, 1995 to $3,542,776 at March 31, 1996, while the company's
liabilities have increased from $3,264,554 at June 30, 1995 to
$4,676,729 at March 31, 1996. The decrease in net assets (assets minus
liabilities) of $1,322,398 relates to the Company's net loss for the
Nine Month period ending March 31, 1996.
The Company's working capital deficit was ($2,692,328) at
March 31, 1996; an increase of $1,349,310 from ($1,343,018) at June 30,
1995.
Results of operations for the nine month period ended March
31, 1996 compared to the eight month period ended March 31, 1995, are
as follows:
The Company's net sales increased 87% to $3,283,998 during the
period ended March 31, 1996 from $1,750,829 during the eight month
period ended March 31, 1995.
The Company's cost of sales as a percentage of sales decreased
to 60% during the period ended March 31, 1996 from 99% during the eight
month period ended March 31, 1995.
Selling, general and administrative costs increased to
$1,348,765 during the current period from $978,362 during the eight
month period ended March 31, 1995.
Research and development expenditures were not incurred in the
1994 or 1995 fiscal periods. Research and development expenditures
totaled $1,129,941 during the period ended March 31, 1996.
Based on the increases in expenses outlined above, the Company
experienced a net loss of ($1,322,398) during the period ended March
31, 1996 as compared with net profit of $2,630,031 during the eight
month period ended March 31, 1995.
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
-----------------
The information called for is already disclosed in Note 3 to the Financial
Statements contained in Part I of this report. Said information is hereby
incorporated herein by reference.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: November 5, 1996 RADYNE CORP.
----------------
By:/s/Robert C. Fitting
--------------------
Robert C. Fitting
President
By:/s/ Garry D. Kline
------------------
Garry D. Kline
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10-QSB FOR THE QUARTER ENDED 3-31-96
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 35,633
<SECURITIES> 0
<RECEIVABLES> 631,157
<ALLOWANCES> (51,829)
<INVENTORY> 1,158,109
<CURRENT-ASSETS> 1,897,187
<PP&E> 452,079
<DEPRECIATION> 62,405
<TOTAL-ASSETS> 3,542,775
<CURRENT-LIABILITIES> 4,589,515
<BONDS> 0
0
0
<COMMON> 37,501
<OTHER-SE> 516,000
<TOTAL-LIABILITY-AND-EQUITY> 3,542,775
<SALES> 886,763
<TOTAL-REVENUES> 886,763
<CGS> 492,214
<TOTAL-COSTS> 565,900
<OTHER-EXPENSES> 1,044,142
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 92,700
<INCOME-PRETAX> (738,511)
<INCOME-TAX> 0
<INCOME-CONTINUING> (738,511)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (738,511)
<EPS-PRIMARY> (0.040)
<EPS-DILUTED> (0.040)
</TABLE>
