<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
F O R M 10 - QSB
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Quarter Ended Commission File Number 0-12370
October 31, 1996
SI TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3381440
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
4611 SOUTH 134TH PLACE, SEATTLE, WASHINGTON 98168
(Address of principal executive offices) (Zip Code)
(206) 244-6100
Registrant's telephone number, including area code
SAME
(Former name, former address and former fiscal year, if changed since
last report.)
Check 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
--- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date. 2,347,240 shares of
Common Stock, par value $.01 on December 9, 1996.
1
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
OCTOBER 31, 1996 JULY 31, 1996
(UNAUDITED)
--------------- -------------
<S> <C> <C>
Current assets:
Cash $ 54,276 $ 57,737
Trade accounts receivable, less allowance for doubtful
accounts of $147,367 and $174,675 respectively 2,288,156 2,068,216
Inventories 1,870,872 1,958,424
Deferred tax asset 349,800 309,300
Other current assets 92,130 125,960
---------------------------
TOTAL CURRENT ASSETS 4,655,234 4,519,637
Property and equipment, less accumulated depreciation and amortization 823,020 821,529
Other assets:
Intangible assets, net 3,234,728 3,250,289
Other 344,105 255,375
---------------------------
$9,057,087 $8,846,830
===========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 106,646 $ 155,938
Put option obligation - current 385,000 --
Trade accounts payable 1,017,636 964,141
Income taxes payable 162,932 145,420
Accrued liabilities 791,935 709,840
---------------------------
TOTAL CURRENT LIABILITIES 2,464,149 1,975,339
Long-term debt, less current maturities 1,449,028 1,433,049
Put option obligation -- 385,000
Deferred taxes 83,000 83,000
Stockholders' equity
Common stock, par value $.01 per share. Authorized
5,000,000 shares; issued and outstanding, 2,347,240 shares 23,472 23,472
Additional paid-in capital 4,769,268 4,769,268
Retained earnings 268,170 177,702
---------------------------
TOTAL STOCKHOLDERS' EQUITY 5,060,910 4,970,442
---------------------------
$9,057,087 $8,846,830
===========================
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 3
SI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD ENDED
OCTOBER 31
--------------------------------
1996 1995
<S> <C> <C>
Net sales $ 2,961,738 $ 2,701,023
Cost of sales 1,633,891 1,400,691
------------------------------
GROSS PROFIT 1,327,847 1,300,332
Operating expenses:
Selling, service, general and administrative 899,779 785,806
Research, development and engineering 212,922 214,695
Amortization of intangibles 27,599 22,596
------------------------------
1,140,300 1,023,097
------------------------------
EARNINGS FROM OPERATIONS 187,547 277,235
Interest expense (48,821) (18,377)
Other income, net 4,755 28,389
------------------------------
NET EARNINGS BEFORE INCOME TAXES 143,481 287,247
Income tax expense (53,013) (110,000)
------------------------------
NET EARNINGS $ 90,468 177,247
==============================
NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE $ .04 $ .07
==============================
Weighted average shares outstanding 2,420,184 2,431,914
==============================
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
SI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD ENDED
OCTOBER 31
--------------------------------
1996 1995
<S> <C> <C>
Increase (Decrease) in Cash
Cash flows from operating activities:
Net earnings $ 90,468 $ 177,247
Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:
Depreciation and amortization 107,765 72,028
Deferred income taxes (40,500) (66,000)
Changes in operating assets and liabilities:
Increase in trade accounts receivable (219,940) (386,640)
Decrease (increase) in inventories 87,552 (184,767)
Decrease in other current assets 33,830 18,416
Increase in trade accounts payable 53,495 271,949
Increase in accrued liabilities 82,095 108,992
Increase (decrease) in income taxes payable 17,512 (52,000)
--------------------------
Net cash provided (used) by operating activities 212,277 (40,775)
Cash flows from investing activities:
Increase in other assets
(12,038) --
Purchase of equipment and software development (170,386) (199,971)
--------------------------
Net cash used in investing activities (182,424) (199,971)
Cash flows from financing activities:
Borrowings on notes payable to bank 40,978 --
Payments on long term debt (74,292) (63,302)
--------------------------
Net cash used in financing activities (33,314) (63,302)
--------------------------
Net decrease in cash (3,461) (304,048)
Cash at beginning of period 57,737 540,044
--------------------------
Cash at end of period $ 54,276 $ 235,996
==========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 55,762 $ 18,377
Income taxes $ 76,000 $ 228,000
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
SI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. FINANCIAL STATEMENTS
The following unaudited consolidated financial statements of the Company and its
subsidiaries have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the entire fiscal year ending July 31, 1997. This form 10-QSB should be read in
conjunction with the Annual Report and form 10-KSB for the year ended July 31,
1996.
NOTE 2. INVENTORIES
Inventories are stated at the lower of cost (on a first-in, first-out basis) or
market and consisted of the following at:
<TABLE>
<CAPTION>
OCTOBER 31, 1996 JULY 31, 1996
(UNAUDITED)
<S> <C> <C>
Raw Materials $ 886,287 $ 867,912
Work in Progress 418,122 367,629
Finished Goods 796,027 916,400
---------------------------
2,100,436 2,151,941
Less allowance for obsolescence 229,564 193,517
===========================
$1,870,872 $1,958,424
===========================
</TABLE>
NOTE 3. EARNINGS PER SHARE
Net earnings per share of common stock is based on the weighted average number
of common shares and common stock equivalents outstanding during the period.
NOTE 4. ADOPTION OF SFAS 123
The Company adopted, effective August 1, 1996, Statement of Financial Standards
123, Accounting for Stock-Based Compensation (SFAS 123). The Company is
continuing to account for employee stock options under APB 25, Accounting for
Stock Issued to Employees (ABP 25), and will disclose the proforma effects on
net earnings and earnings per share had compensation cost for the plan been
determined based on the market value of the options at the grant dates.
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
SI Technologies, Inc. - SI - manufactures mobile and stationary weighing
systems, fleet information systems and force measurement devices. The company's
products are marketed both directly and through dealers to original equipment
manufacturers and industrial users. Key markets served by the company include:
forestry, waste, agriculture, weight enforcement, construction, mining/quarry,
aviation, oil and gas, freight transportation and municipal services.
Mobile weighing systems, commonly known as "on-board scales," are installed on
trucks and trailers, and material handling equipment to inform operators of
gross vehicle weight, payload, axle and incremental pick-up and delivery weights
as the vehicle is loaded or unloaded. Stationary scales provide the same
information as well as portability.
Fleet information systems composed of on-board vehicle computers and base
operation hardware and software, develop information used to manage and improve
the performance of fleet operations. Specific benefits from system utilization
include increased driver and truck efficiency, reduced maintenance costs, better
safety records, reduced manual report generation and improved customer service.
Force measurement devices are electromechanical components that convert a
physical force to an electrical signal. When matched with microprocessor
controlled digital electronics, force measurement devices measure forces such as
pressure, weight, mass and torque. Commercially, force measurement devices are
used in electronic scales and a wide range of machinery and equipment.
RESULTS OF OPERATIONS
Sales
Net sales increased to $2,961,738 for the quarter ended October 31, 1996
from $2,701,023 for the same period last year. This is an increase of
$260,715 or 10% over the prior year's first quarter results.
The increased sales in the quarter are the result of incremental sales
resulting from the inclusion of Evergreen Weigh which was acquired in April
1996. This increase was offset by lower sales volume in the U.S. and
Canadian forestry markets which experienced unusually strong sales last
year due to record setting demand in the pulp industry. Sales in the waste
market were also lower in this year's first quarter as compared to last
year. During the last nine months major waste customers have reduced
capital expenditures on new equipment and this has slowed sales to this
market.
Management expects the current levels of activity in the forestry and waste
markets to continue for the near term.
Gross Profit
Gross profit for the quarter was $1,327,847 compared to $1,300,332 in the
first quarter last year. This is an increase of $27,515 or 2% over the
prior quarter's results. Gross profit as a percentage of sales was 45% this
first quarter as compared to 48% in last year's first quarter.
The reduced gross margin percentage is the result of increased price
competition on traditional products in existing markets, a shift in product
mix in the quarter to products with lower average margins and reduced
manufacturing utilization rates resulting from lower sales in forestry and
waste markets.
In future periods, management expects gross profit margins will continue to
be pressured by market competition and be impacted by increased sales of
newly acquired products that generate reduced gross profit margins.
Selling, General and Administrative Expenses
SG & A expenses increased to $899,779 for the quarter ended October 31,
1996 from $785,806 for the same period last year. This is an increase of
$113,973 or 15% over the prior year's first quarter. SG & A expenses as a
percentage of revenue increased to 30% as compared to 29% in the same
quarter of last year. The increased expense is the result of including
selling, general and administrative costs of businesses acquired in 1996.
6
<PAGE> 7
Research and Development and Engineering Expenses
RD & E expenditures decreased to $212,922 for the quarter ended October 31,
1996 from $214,695 for the same period last year. This is a decrease of
$1,773 or 1% over the prior year's first quarter. RD & E expenses as a
percentage of revenues decreased to 7% from 8% in the same quarter of last
year. This reduced spending rate reflects a return to more modest product
development investment after several years of accelerated spending. The
company expects future RD & E spending to be at rates lower than those of
recent years.
Intangibles
The amortization of intangibles increased to $27,599 for the quarter ended
October 31, 1996 from $22,596 for the same period last year. This is an
increase of $5,003 or 22% from the prior year's first quarter. This
increase reflects the increased amortization of intangibles associated with
acquisitions made in 1996.
Interest Expense and Other Income
Interest expense, net increased to $48,821 for the quarter ended October
31, 1996 from $18,377 for the same period last year. This is an increase of
$30,444 or 166% from the prior year's first quarter. The increased interest
expense is the result of increased expense from the debt incurred in the
Evergreen Weigh acquisition and from increased working capital needs. Other
income decreased to $4,755 from $28,389 for the same period last year. This
is a decrease of $23,634 or 83% from the prior year's first quarter. The
decrease was due to the recording in the prior year of a non-recurring
benefit from a bad debt recovery.
Income Tax Expense
Income tax expense decreased to $53,013 for the quarter ended October 31,
1996 from $110,000 for the same period last year. This is a decrease of
$56,987 or 52% from the prior year's first quarter. The decreased expense
reflects the lower pretax income recorded in the current quarter. The
effective tax rate for the quarter exceeds the U.S. federal corporate
income tax rate of 34% due to the amortization of intangible assets which
is not deductible for income tax purposes and due to state income taxes.
INFLATION
Historically, the impact of inflation has been negligible, as the Company has
been able to offset the effects through efficiency and price increases.
LIQUIDITY AND CAPITAL RESOURCES
The Company's line of credit of $2,000,000 which was scheduled to mature
November 1997, was extended with U.S. Bank of Washington effective November 30,
1996. The new line of credit was renewed for $2,000,000 and is for a two year
term ending November 1998. As of October 31, 1996 the Company had outstanding
borrowings of $599,027 under the line of credit.
The Company believes cash flow from operations and the funds available under its
bank facility will be sufficient to meet the Company's working capital needs.
PUT OPTION OBLIGATIONS
The liability associated with the company's agreements to repurchase 77,000
shares of the Company's stock upon exercise of the remaining put options, is
included in the liability section of the Company's balance sheet as of October
31, 1996.
7
<PAGE> 8
PART II. OTHER INFORMATION
EXHIBITS AND REPORTS AND FORM 8-K
(a) Exhibits to Part II
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter.
The items omitted are either inapplicable or are items to which the answer is
negative.
8
<PAGE> 9
SI TECHNOLOGIES, INC.
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.
SI TECHNOLOGIES, INC.
December 13, 1996 \S\ Rick A. Beets
------------------------------------------------
Rick A. Beets
President, CEO & CFO
(Principal Executive & Financial Officer)
9
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 54,276
<SECURITIES> 0
<RECEIVABLES> 2,288,156
<ALLOWANCES> 147,367
<INVENTORY> 1,870,872
<CURRENT-ASSETS> 4,655,234
<PP&E> 823,020
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,057,087
<CURRENT-LIABILITIES> 2,464,149
<BONDS> 0
0
0
<COMMON> 23,472
<OTHER-SE> 5,037,438
<TOTAL-LIABILITY-AND-EQUITY> 9,057,087
<SALES> 2,961,738
<TOTAL-REVENUES> 2,961,738
<CGS> 1,633,891
<TOTAL-COSTS> 1,633,891
<OTHER-EXPENSES> 1,140,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,821
<INCOME-PRETAX> 143,481
<INCOME-TAX> 53,013
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90,468
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
