SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended May 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT OF 1934
Commission file number 0-12866
ANTENNA PRODUCTS, INC.
(fka Cabre Corp)
(Exact name of registrant as specified in its charter)
Delaware 75-1907070
(State or other jurisdiction of (IRS EmployerIdentification No.)
Incorporation or organization)
1209 Orange St., Wilmington, Delaware 19801 (302) 658-7581
(Address of principal executive offices) (Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, $0.01 par value
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___
As of July 31, 1998, there were outstanding 1,812,928 shares of the
registrant's common stock, par value $0.01, which is the only class of common
stock of the registrant. As of that date, and based on the closing bid
price, the aggregate market value of the shares of common stock held by non-
affiliates of the registrant was approximately $1,313,825.
Documents Incorporated by Reference
Proxy Statement
The following amendment to the 10-KSB filed for the period ending May 31,
1998 reflects an expanded explanation to the revenue recognition note
("Sales and Contract Revenues and Related Costs"). The expanded explanation
describes the various types of long-term sales contracts used and the type of
contracts used for commercial enterprises, governments and other
organizations. The note also explains how revenues are recognized under
these contracts.
The amendment does not change the financial statements, however the financial
statements were included for ease of reading.
ANTENNA PRODUCTS, INC
____________
CONSOLIDATED FINANCIAL STATEMENTS
for the years ended May 31, 1998 and 1997
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Antenna Products, Inc.
We have audited the accompanying consolidated balance sheets of Antenna
Products, Inc. as of May 31, 1998 and 1997, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for the
years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Antenna
Products, Inc. as of May 31, 1998 and 1997 and the results of operations and
its cash flows for the years then ended, in conformity with generally
accepted accounting principles.
s/o/f: Jackson & Rhodes, P.C.
Dallas, Texas
July 16, 1998 (Except as to Note 12, which is as of August 5, 1998)
ANTENNA PRODUCTS, INC. AND SUBSIDIARES
CONSOLIDATED BALANCE SHEETS
MAY 31, 1998 AND 1997
ASSETS
------
1998 1997
Current assets:
Cash and cash equivalents $ 221,041 $ 90,461
Accounts receivable:
Trade, net of allowances for doubtful accounts
of $7,021 in 1998 and $59,822 in 1997 1,009,350 835,828
United States Government 332,230 196,815
Inventories 2,695,470 2,398,443
Prepaid expenses and other assets 9,229 8,162
Income taxes receivable 15,592 -
Deferred income taxes 199,057 162,609
Net assets of discontinued operations - 283,807
----------- ----------
Total current assets 4,481,969 3,976,125
Property and equipment, net 2,640,560 2,942,562
----------- ----------
$7,122,529 $6,918,687
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable $1,300,000 $ 615,000
Current portion of long-term debt 43,688 199,800
Accounts payable 436,504 502,733
Accrued expenses 670,295 471,204
Income taxes payable - 11,225
---------- ----------
Total current liabilities 2,450,487 1,799,962
---------- ---------
Long-term debt, less current portion 890,585 1,400,942
Note payable to shareholder 800,000 800,000
Deferred income taxes 448,617 469,644
---------- ---------
Total long-term liabilities 2,139,202 2,670,586
---------- ---------
Total liabilities 4,589,689 4,470,548
---------- ---------
Commitments and contingencies (Note 10) - -
Shareholders' equity:
Preferred stock, $1.00 par, 2,000,000 shares
authorized,no shares issued and outstanding - -
Common stock, $0.01 par, 8,000,000 shares
authorized, 1,812,928 shares in 1998 and
1,813,038 shares in 1997 issued and outstanding 18,130 18,130
Additional paid-in capital 1,921,451 1,921,451
Retained earnings 593,259 508,558
---------- ----------
Total shareholders' equity 2,532,840 2,448,139
---------- ----------
$7,122,529 $6,918,687
See accompanying notes to consolidated financial statements.
ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Years ended May 31, 1998 and 1997
1998 1997
---- ----
Sales and contract revenues $9,003,408 $7,975,962
Cost of sales and contracts 7,307,587 6,309,183
---------- ----------
Gross profit 1,695,821 1,666,779
Sales and administrative expenses 908,743 930,317
--------- ----------
Operating profit 787,078 736,462
--------- ----------
Other income and (expense):
Interest expense (272,669) (235,373)
Interest income 1,901 779
Other 14,938 8,472
-------- ---------
Total other income and (expense) (255,830) (226,122)
Income from continuing operations
before income taxes 531,248 510,340
Provision for income taxes 180,009 176,911
-------- ---------
Income from continuing operations 351,239 333,429
Discontinued operations (Note 3):
Loss from operations of discontinued
metal finishing segment, net of $36,572 and
31,102 tax benefit (70,993) (70,183)
Loss on disposal of metal finishing segment,
net of $100,730 in tax benefit (195,535) -
---------- ---------
Net income $ 84,711 $ 263,246
========== =========
Earnings (loss) per common share:
Continuing operations $ 0.19 $ 0.18
Discontinued operations (0.14) (0.03)
----------- ----------
Net earnings $ 0.05 $ 0.15
=========== =========
See accompanying notes to consolidated financial statements.
ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
For the years ended May 31, 1998 and 1997
Common Stock
Additional
Number Paid In Retained
of Shares Amount Capital Earnings Total
--------- ------ ---------- -------- ---------
Balance, May 31, 1996 1,813,128 $18,131 $1,921,451 $245,401 $2,184,983
Retirement of Stock (90) (1) - (89) (90)
Net income - - - 263,246 263,246
--------- ------- ---------- -------- ----------
Balance, May 31, 1997 1,813,038 18,130 1,921,451 508,558 2,448,139
Retirement of stock (10) - - (10) (10)
Net income - - - 84,711 84,711
--------- ------ --------- -------- --------
Balance, May 31, 1998 1,812,928 $18,130 $1,921,451 $593,259 $2,532,840
========= ======= ========== ======== ==========
See accompanying notes to consolidated financial statements.
ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended May 31, 1998 and 1997
1998 1997
---- ----
Cash flows from operating activities: $ 84,711 $ 263,246
Net income
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 301,999 322,189
Net liabilities from discontinued
operations (91,340) (23,601)
Deferred federal income tax (57,475) 23,458
Changes in assets and liabilities:
Accounts receivable (308,937) (47,990)
Inventory (297,027) 130,804
Payments received - 5,404
Prepaid expenses (1,067) (2,488)
Accounts payable and accrued expenses 132,866 138,992
Income taxes payable/receivable (26,816) 88,341
---------- ----------
Net cash provided (used) by operating
activities (263,086) 898,355
---------- ----------
Cash flows from investing activities:
Purchase of property and equipment - (16,965)
---------- ----------
Cash flows from financing activities:
Net borrowings (payments) under
bank lines of credit 685,000 (775,000)
Principal payments on long-term debt (291,324) (170,202)
Purchase of common stock (10) (90)
----------- -----------
Net cash provided (used) by financing
activities 393,666 (945,292)
----------- -----------
Net increase (decrease) in cash and
cash equivalents 130,580 (63,902)
Cash and cash equivalents at
beginning of period 90,461 154,363
----------- ---------
Cash and cash equivalents at end of period $ 221,041 $ 90,461
=========== =========
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest (none capitalized) $ 272,669 $ 235,373
Income taxes 127,000 100,000
See accompanying notes to consolidated financial statements.
ANTENNA PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended May 31, 1998 and 1997
AMENDMENT
=========
2. Summary of Significant Accounting Policies
Principles of Consolidation
- - ---------------------------
The consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany balances
and transactions are eliminated in consolidation.
Sales and Contract Revenues and Related Costs
- - ---------------------------------------------
Antenna Products manufactures and markets standard and custom antennas,
guyed and self supported towers, monopoles, support structures, masts
and communication accessories worldwide. Customers include the U.S.
Government, both military and civil agencies, U.S. Government prime
contractors and commercial clients. Examples of Antenna Products' U.S.
Government supplied products include ground to air collinear antennas,
instrument landing antennas and towers, fixed system multi-port antenna
arrays, tactical quick erect antennas and masts, shipboard antenna
tilting devices, transport pallets, surveillance antennas, antenna
rotators, positioners and controls, and high power broadcast baluns.
Examples of the company's commercial products include panel, sector,
omnidirectional and closed loop PCS antennas, automatic meter reading
(AMR), cellular, paging and yagi antennas, guyed towers, self supported
towers and monopoles.
Antenna Products is primarily a build to order company. As such, most
orders are negotiated firm fixed-price contracts. Most commercial
contracts are single order and single delivery firm fixed-price
contracts. Some government contracts are multi-year performance with
established option dates with a predetermined escalated price for
delivery in that outyear. These types of contracts can be valid from
two to five years. Other types of government contracts are called
supply contracts where the government buys a particular product and has
estimated the quantity required over an expected period. Antenna
Products has some major prime contractors who negotiate contracts based
on large quantities with set escalation rates for future prices. The
Government is attempting to procure more and more products that have
commercial equivalents to military standards. These purchases are for
off-the-shelf products and therefore use credit cards and accept
commercial terms and shipping methods. Antenna Products recognizes an
order or resultant sale when official notification is received that an
option is being exercised.
Revenue from short-term contracts calling for delivery of products are
recognized as the product is shipped. Revenue and costs under certain
long-term fixed price contracts with governments are recognized on the
units of delivery method. This method recognizes as revenue the
contract price of units of the product delivered during each period and
as the cost of earned revenue the costs allocable to the delivered
units; costs allocable to undelivered units are reported in the balance
sheet as inventory. Amounts in excess of agreed upon contract price
for customer directed changes, constructive changes, customer delays or
other causes of additional contract costs are recognized in contract
value if it is probable that a claim for such amounts will result in
additional revenue and the amounts can be reasonably estimated.
Revisions in cost and profit estimates are reflected in the period in
which the facts requiring the revision become known and are estimable.
Losses on contracts are recorded when identified.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: January 12, 1999.
Antenna Products, Inc.
BY: s/o/f: Gary W. Havener
---------------
Principal Executive Officer and
Director
