<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, 1997
SI TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 95-3381440
--------------------------------- ------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
4611 SOUTH 134TH PLACE, SEATTLE, WASHINGTON 98168
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(206) 244-6100
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Registrant's telephone number, including area code
SAME
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(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, 11, 1997.
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1
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ITEM 1. FINANCIAL STATEMENTS
SI TECHNOLOGIES, INC.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
October 31,
1997
(Unaudited) July 31, 1997
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<S> <C> <C>
Assets
Current assets:
Cash $ 78,196 $ 128,051
Trade accounts receivable, less allowance for doubtful
accounts of $115,688 and $117,000 respectively 3,168,365 2,775,658
Inventory 3,228,382 3,071,971
Deferred tax asset 250,945 262,100
Refundable income taxes 382,701 702,545
Other current assets 166,552 222,221
----------- -----------
Total current assets 7,275,141 7,162,546
Property and equipment, less accumulated depreciation
and amortization 1,103,618 1,161,131
Other assets:
Intangible assets, net 7,442,586 7,495,313
Other 586,140 578,126
----------- -----------
$16,407,485 $16,397,116
=========== ===========
Liabilities and stockholders' equity
Current liabilities:
Notes payable to bank $ 3,000,000 $ 3,000,000
Current maturities of long-term debt 392,800 392,800
Put option obligations 325,000 385,000
Trade accounts payable 1,468,838 1,904,668
Accrued liabilities 696,743 1,046,585
----------- -----------
Total current liabilities 5,883,381 6,729,053
Long term debt, less current maturities 4,534,543 3,936,636
Deferred taxes 178,300 178,300
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 4,829,268 4,769,268
Retained earnings 958,521 760,387
----------- -----------
Total stockholders' equity 5,811,261 5,553,127
----------- -----------
$16,407,485 $16,397,116
=========== ===========
</TABLE>
See notes to consolidated financial statements
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2
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SI TECHNOLOGIES, INC.
Consolidated Statements of Earnings
(Unaudited)
<TABLE>
<CAPTION>
For the three month period ended
October 31
------------------------------
1997 1996
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<S> <C> <C>
Net sales $ 4,895,050 $ 2,961,738
Cost of sales 2,716,585 1,633,891
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Gross profit 2,178,465 1,327,847
Operating expenses:
Selling, general and administrative 1,230,128 871,179
Research, development and engineering 258,410 241,522
Amortization of intangibles 71,378 27,599
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1,559,916 1,140,300
----------- -----------
Earnings from operations 618,549 187,547
Interest expense (284,503) (48,821)
Other income, net 3,087 4,755
----------- -----------
Net earnings before income taxes 337,133 143,481
Income tax expense (139,000) (53,013)
----------- -----------
NET INCOME $ 198,133 $ 90,468
=========== ===========
Net earnings per common
and common equivalent share $ 0.08 $ 0.04
=========== ===========
Weighted average shares outstanding 2,543,564 2,420,184
=========== ===========
</TABLE>
See notes to consolidated financial statements
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3
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SI TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the three month
period ended
October 31
-------------------------
1997 1996
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<S> <C> <C>
Increase (Decrease) in Cash
Cash flows from operating activities:
Net earnings $ 198,133 $ 90,468
Adjustments to reconcile net earnings to net cash provided
by (used in) operating activities:
Depreciation and amortization 200,084 107,765
Deferred income taxes 11,155 (40,500)
Changes in operating assets and liabilities:
(Increase) in trade accounts receivable (392,707) (219,940)
Decrease (increase) in inventories (156,411) 87,552
Decrease in refundable income taxes 319,844 -
Decrease in other current assets 55,669 33,830
Increase (decrease) in trade accounts payable (435,830) 53,495
Increase (decrease) in accrued liabilities (349,842) 82,095
Increase in income taxes payable - 17,512
--------- ---------
Net cash provided by (used in) operating activities (549,905) 212,277
Cash flows from investing activities:
Increase in other assets (18,650) (12,038)
Purchase of equipment and software development (79,207) (170,386)
--------- ---------
Net cash used in investing activities (97,857) (182,424)
Cash flows from financing activities:
Borrowings on line of credit 665,764 40,978
Payments on long-term debt (67,857) (74,292)
--------- ---------
Net cash provided by (used in) financing activities 597,907 (33,314)
--------- ---------
Net decrease in cash (49,855) (3,461)
Cash at beginning of period 128,051 57,737
--------- ---------
Cash at end of period $ 78,196 $ 54,276
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 186,168 $ 55,762
Income taxes $ - $ 76,000
</TABLE>
See notes to consolidated financial statements
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SI TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1. FINANCIAL STATEMENTS
The 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, 1998. This form 10-QSB should be read in
conjunction with the Annual Report and form 10-KSB for the year ended July 31,
1997.
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, JULY 31,
1997 1997
---------- ----------
(UNAUDITED)
<S> <C> <C>
Raw Materials $1,308,501 $1,232,294
Work in Progress 740,352 762,426
Finished Goods 1,368,569 1,265,251
---------- ----------
3,417,422 3,259,971
Less allowance for obsolescence 189,040 188,000
---------- ----------
$3,228,382 $3,071,971
========== ==========
</TABLE>
NOTE 3. NET EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share is calculated based upon the
weighted average common and common equivalent shares outstanding during the
period.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
SI Technologies, Inc. and Subsidiaries ("SI" or the "Company") is a rapidly
growing designer, manufacturer and marketer of equipment and engineered systems
that enhance the processing, handling, movement and transportation of goods and
materials. The Company's products include dynamic and stationary weighing
systems, load handling and moving systems, measurement devices, instrumentation
and operations information systems. SI products are used throughout the world in
a wide variety of industries, including aerospace, agriculture, automotive,
aviation, construction, forestry, freight transportation, maritime, mining, and
waste management.
In recent years, the Company has been capitalizing on its technology and
existing customer relationships through product and market expansion in the
$30-billion industrial weighing and material handling equipment industry.
Driving SI's business expansion are both an aggressive internal product
development program and the acquisition of businesses with technology and
revenue synergy.
PRODUCTS AND SERVICES
Weighing Systems
SI designs and manufactures dynamic and stationary electronic weighing systems
for use in a wide array of industrial applications. As a result of the
uniqueness of the Company's weighing system products, SI is one of few
manufacturers in the industry who design and manufacture all three of the
primary components of an electronic scale. These components are the load
handling structure, force measurement devices and instrumentation. Many
manufacturers of conventional scale systems manufacture only load handling
structures, outsourcing to standard industry suppliers their force measurement
device and instrumentation requirements. The Company utilizes its expertise and
manufacturing know-how in each of these critical components to competitive
advantage.
Dynamic or mobile weighing systems commonly known as on-board scales are
installed on transportation vehicles and material handling equipment to inform
operators, and record for operations management; gross vehicle, axle group,
payload, and incremental pick-up and delivery weights as the vehicle is loaded
or unloaded. SI systems are available in modular kits for use on all major
original equipment manufacturer (OEM) trucks, trailers, forklifts and loaders.
Products are marketed under the AirScale, RouteMan, SmartPin, Trojan, TruxScale,
and Tuffer trade names to the aggregate, agriculture, construction, forestry,
freight transportation, mining, and waste management industries. These
industries constitute the primary markets for on-board weighing systems as they
often have loads that vary in weight, are difficult to estimate and fleets that
load and unload in locations that are not in close proximity to conventional
in-ground truck scales. The systems are utilized to increase productivity and
reduce operating expense in material handling, loading and transporting
operations. Depending on application, specific economic benefit is derived from
reduced overweight vehicle fines and delays; reduced time loading, checkweighing
and adjusting loads to maximum legal limits; reduced mileage and driving time to
checkweighing locations such as commercial in-ground truck scales; immediate
measurement and recording of pick-up and delivery weights; reduced equipment
abuse, maintenance downtime and expense; and higher capital equipment capacity
utilization.
Load Handling and Moving Systems
Load handling and moving systems manufactured and marketed by the Company
utilize both standard and highly specialized air bearing movement systems to
move loads of any weight efficiently and with extreme precision. Air bearings
are air cushion devices that are used to "float" heavy loads on a thin film of
air. Additionally, the Company manufactures systems utilizing water bearings for
use in large outdoor applications where water is used as the flotation medium
rather than air. These products, marketed under the trade names AeroGo,
AeroCaster, AeroPlanks and AeroPallets, are the world leader in practical and
efficient methods of rotation, alignment, transfer, location and movement of
materials and products weighing from several hundred pounds to more than 6,100
tons.
The Company's load handling and moving product line comprises two distinct
categories. The first is a standard product line of rugged, industrial,
off-the-shelf air cushion devices that allow a single person to easily and
safely move loads weighing from a few hundred pounds to many tons. Standard
products
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6
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routinely move manufacturing fixtures, printing press bulky paper
rolls, jet engines, and other heavy loads. The other category of the product
line consists of custom-engineered products. Custom-engineered products and
specialized systems designed and manufactured by the Company in recent years are
currently moving 100,000-pound dies, launching ships, moving 4,500-ton stadium
sections, transporting aerospace booster rockets and moving large assemblies in
and out of assembly line operations in numerous heavy equipment manufacturing
facilities.
RESULTS OF OPERATIONS
Sales
Net sales increased to $4,895,050 for the quarter ended October 31, 1997
from $2,961,738 for the same period last year. This is an increase of
$1,933,312 or 65% from the prior year's first quarter results.
The increased sales in the quarter are the result of incremental sales
resulting from the inclusion of AeroGo operations which were acquired in
July 1997. This increase was moderated by the fact that last year's first
quarter benefited from two non-recurring orders for large specialty weighing
systems.
The customer mix in the quarter continued to benefit from product line and
customer diversification that the recent acquisitions of Evergreen Weigh and
AeroGo brought to the Company. Dependence on the Company's traditional
forestry and waste markets has been reduced to approximately 25% of total
sales from a level of nearly 70% before the diversification created by these
recent acquisitions.
Gross Profit
Gross profit for the quarter was $2,178,465 compared to $1,327,847 in the
first quarter last year. This is an increase of $850,618 or 64% from the
prior year's first quarter results.
Gross profit as a percentage of sales was 44.5% in this year's first quarter
as compared to 44.8% in last year's first quarter. Variations in gross
margin reflect varying product mixes in one period as compared to another
and the cost of bringing new products into production.
Selling, General and Administrative Expenses
SG & A expenses increased to $1,230,128 for the quarter ended October 31,
1997 from $871,179 for the same period last year. This is an increase of
$358,949 or 41% from the prior year's first quarter. SG & A expense as a
percentage of revenue was 25% in this year's first quarter and 29% in the
first quarter of last year.
Total SG & A expenses increased due to the inclusion of the AeroGo
operations in the quarter following the July 1997 acquisition. However, the
added level of expense was much lower than the sales increase, thereby
resulting in a favorable reduction in the ratio of total SG & A expense (25%
this year vs. 29% last year) to total sales in the period.
Research, Development and Engineering Expenses
RD & E expenditures increased to $258,410 for the quarter ended October 31,
1997 from $241,522 for the same period last year. This is an increase of
$16,888 or 7% from the prior year's first quarter. RD & E expenses as a
percentage of revenues decreased to 5% from 8% in the same quarter of last
year.
While total RD & E investment continues to increase, the lower RD & E
spending ratio to sales reflects a return to a spending rate in line with
industry norms after several years of accelerated investment.
Intangibles
The amortization of intangibles increased to $71,378 for the quarter ended
October 31, 1997 from $27,599 for the same period last year. This is an
increase of $43,779 or 159% from the prior year's first quarter. This
increase reflects the amortization of intangibles associated with the
acquisition of AeroGo, Inc. made in July 1997.
Interest Expense and Other Income,(net)
Interest expense increased to $284,503 for the quarter ended October 31,
1997 from $48,821 for the same period last year. This is an increase of
$235,682 or 483% from the prior year's first quarter. The increased interest
expense is the result of the debt incurred for the AeroGo acquisition and
from increased working capital needs.
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7
<PAGE> 8
Other income, net was $3,087 in the first quarter as compared to $4,755 in
last year's first quarter. This is a decrease of $1,668 from the prior
year's first quarter.
Income Tax Expense
Income tax expense increased to $139,000 for the quarter ended October 31,
1997 from $53,013 for the same period last year. This is an increase of
$85,987 or 162% from the prior year's first quarter. The increased expense
reflects the higher 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% primarily 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
In July 1997, the Company amended its principal credit agreement with its bank
for the purpose of financing the acquisition of AeroGo, Inc. This agreement
included an increase to the Company's existing line of credit from $2,000,000 to
$4,000,000, a one year note in the amount of $3,000,000 and a seven year note in
the amount of $1,900,000. The amended credit agreement includes a requirement
that the Company obtain additional equity financing of no less than $3,200,000
no later than July 31, 1998. The Company's credit facility requires the Company
to maintain certain levels of working capital, stockholders' equity and contains
other covenants.
The Company's line of credit of $4,000,000 continues to be extended as
requested. As of October 31, 1997, the Company had outstanding borrowings of
$2,840,600 under the line of credit.
The Company believes cash flow from operations, the funds available under its
bank facility and the proceeds of its anticipated equity financing will be
sufficient to meet the Company's working capital needs, anticipated capital
expenditures and payments required under its credit facilities. Future
acquisition activity may require equity capital in excess of the equity
financing committed to under the Company's existing credit agreement.
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PART II. OTHER INFORMATION
ITEM 6 -- EXHIBITS AND REPORTS ON 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.
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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 12, 1997 /s/ Rick A. Beets
-----------------------------------------
Rick A. Beets
President, CEO & CFO
(Principal Executive & Financial Officer)
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10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 78,196
<SECURITIES> 0
<RECEIVABLES> 3,168,365
<ALLOWANCES> 115,688
<INVENTORY> 3,228,382
<CURRENT-ASSETS> 7,275,141
<PP&E> 1,103,618
<DEPRECIATION> 1,753,781
<TOTAL-ASSETS> 16,407,485
<CURRENT-LIABILITIES> 5,883,381
<BONDS> 0
0
0
<COMMON> 23,472
<OTHER-SE> 5,787,789
<TOTAL-LIABILITY-AND-EQUITY> 16,407,485
<SALES> 4,895,050
<TOTAL-REVENUES> 4,895,050
<CGS> 2,716,585
<TOTAL-COSTS> 2,716,585
<OTHER-EXPENSES> 1,559,916
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 284,503
<INCOME-PRETAX> 337,133
<INCOME-TAX> 139,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 198,133
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
