UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12117
VENTURIAN CORP.
(Exact name of registrant as specified in its charter)
Minnesota 41-1460782
(State or other jurisdication of IRS Employer ID Number
incorporation or organziation)
1600 Second Street South, Hopkins, MN 55343
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 931-2500
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding twelve months and (2) has been subject to the filing requirements for
at least the past 90 days.
Yes _X_ No __
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:
Outstanding at November 13, 1995
$1.00 par value common shares 747,789
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
September 30, 1995 and December 31, 1994 3
Consolidated Condensed Statements of Operations
Three and nine months ended
September 30, 1995 and 1994 4
Consolidated Condensed Statements of Cash Flows
Nine months ended Septmeber 30, 1995 and 1994 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2.
Management's Discussion and Analysis of
the Results of Operations and Financial Condition 10
PART II. Other information
Item 6. Exhibits and Reports on Form 8-K 15
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(Dollars in thousands)
(Unaudited)
September 30, December 31,
1995 1994
Current assets
Cash and cash equivalents $ 1,248 $ 825
Accounts receivable, less allowance
for doubtful accounts of $183 in September
1995 and $271 in December 1994 5,137 3,598
Inventories 3,424 4,404
Restricted cash 680 2,103
Real estate held for sale 2,555 2,678
Prepaid expenses 230 279
Total current assets 13,274 13,887
Property and equipment - at cost
Buildings and improvements 1,741 1,659
Equipment 5,184 5,070
6,925 6,729
Less accumulated depreciation and amortization 5,461 5,199
1,464 1,530
Land 529 529
1,993 2,059
Other assets 3,174 3,165
$ 18,441 $ 19,111
Liabilities and Stockholders' Equity
Current liabilities
Bank overdraft $ 308 $ 317
Current maturities of long-term debt 128 118
Accounts payable 2,752 1,846
Advances from customers 556 407
Accrued liabilities 1,142 1,120
Rental real estate mortgage and related costs 1,670 1,825
Net liabilities of discontinued operations -- 227
Total current liabilities 6,556 5,860
Long-term debt, less current maturities 216 322
Deferred compensation and postretirement benefits 2,464 2,483
Commitments and contingencies -- --
Stockholders' equity
Common stock - $1 par value 748 748
Additional contributed capital 14,661 14,661
Accumulated deficit (6,204) (4,963)
9,205 10,446
$ 18,441 $ 19,111
The accompanying notes are an integral part of these statements.
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Operations
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $ 5,621 $ 6,106 $ 16,909 $ 18,624
Cost of products sold 3,902 4,378 11,724 13,455
Gross profit 1,719 1,728 5,185 5,169
Operating expenses
Sales and marketing 584 713 1,859 2,043
Administrative 745 623 2,015 1,992
Warehousing 351 380 1,084 1,097
Total operating expenses 1,680 1,716 4,958 5,132
Operating profit 39 12 227 37
Other income
Investment income 47 33 100 101
Interest expense (115) (103) (285) (273)
Rental income 177 105 371 310
Other -- (1) 67 21
Total 109 34 253 159
Earnings from continuing
operations before income taxes 148 46 480 196
Income taxes 52 -- 102 --
Earnings from
continuing operations 96 46 378 196
Discontinued operations
Earnings (loss) from discontinued
operations, net of tax benefit (317) 16 (2,085) (262)
Write-off net liabilities of PC Express 466 -- 466 --
149 16 (1,619) (262)
Net earnings (loss) $ 245 $ 62 ($ 1,241) ($ 66)
Net earnings (loss) per share
Continuing operations $ 0.13 $ 0.06 $ 0.51 $ 0.26
Discontinued operations 0.20 0.02 (2.16) (0.35)
Net earnings (loss) per common share $ 0.33 $ 0.08 ($ 1.65) ($ 0.09)
</TABLE>
The accompanying notes are an integral part of these statements.
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Nine months ended
September 30,
1995 1994
Cash flows from operating activities:
Net loss ($1,241) ($ 66)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 431 397
Gain on sale of real estate (64) --
Discontinued operations (227) 9
Change in assets and liabilities:
Accounts receivable (1,539) 2,299
Inventories 980 (799)
Restricted cash 1,423 513
Prepaid expenses 49 12
Other assets (70) (309)
Bank overdraft (9) 80
Accounts payable 906 (538)
Advances from customers 149 (3,649)
Accrued liabilities 22 (62)
Deferred compensation and
postretirement benefits 130 167
Payments on deferred compensation (149) (157)
Total adjustments 2,032 (2,037)
Net cash provided by (used in) operating activities 791 (2,103)
Cash flows from investing activities:
Purchase of property and equipment (196) (316)
Purchase of real estate -- (400)
Purchase of other assets (151) (151)
Proceeds from sale of real estate 102 639
Payments received on notes receivable 11 11
Net cash used in investing activities (234) (217)
Cash flows from financing activities
Payments on long-term debt (251) (271)
Proceeds from long-term debt -- 72
Proceeds from life insurance loan 117 --
Net cash used in financing activities (134) (199)
Net increase (decrease) in cash and cash equivalents 423 (2,519)
Beginning cash and cash equivalents 825 3,874
Ending cash and cash equivalents $ 1,248 $ 1,355
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 146 $ 264
Income taxes 10 92
The accompanying notes are an integral part of these statements.
VENTURIAN CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with the instructions in Regulation S-X 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, although management believes that the
disclosures are adequate to make the information presented not misleading.
In the opinion of management, the unaudited condensed financial statements
reflect all adjustments, which consist of only normal recurring accruals,
necessary to present a fair statement of the results of operations and financial
position for the periods presented. Results of operations for the interim
periods are not necessarily indicative of results for the full year.
On July 31, 1995, the company announced that it had discontinued operations of
PC Express (see Note C). The accompanying financial statements and notes have
been restated for all periods to reflect the effects of discontinued operations.
NOTE B - INVENTORIES
Inventories are stated at the lower of cost or market, principally using the
specific identification method for Napco. Inventories consisted of the following
at September 30, 1995:
Napco $3,406,000
Venturian Software 18,000
$3,424,000
A portion of Napco's inventory is acquired when it becomes available for sale.
Napco's sales of this inventory may vary from the current period to several
years. It is the company's practice to classify this inventory, which totaled
$1,862,000 at September 30, 1995, with current assets. The company's
obsolescence policy requires that purchases of this inventory be written off if
not sold after four years. The four year period was selected after a review of
customers' historical buying patterns and is reviewed annually to determine
whether the period continues to be appropriate.
NOTE C - DISCONTINUED OPERATIONS
On July 31, 1995, the company announced that it had discontinued operations of
PC Express, due to continued losses from this operation. PC Express ceased
operations effective as of that date. Net losses from operations of PC Express
were $317,000 in July 1995 and $2,085,000 for seven months ended July 31, 1995
on sales of $1,246,000 and $12,202,000 for the same periods, respectively. In
1994, PC Express reported net earnings from operations of $16,000 for the third
quarter on sales of $6,999,000 and a net loss of $262,000 on sales of
$20,056,000 for the nine month period. Management has substantially completed an
orderly liquidation of the subsidiary. Based upon management's best estimates,
it is probable that there will be insufficient assets to satisfy the obligations
of the unsecured creditors of the subsidiary. Accordingly, the net liabilities
of PC Express were written off at September 30, 1995. Management expects that
additional recoveries from the liquidation of PC Express will result in
additional gain in the fourth quarter of 1995. Net liabilities of discontinued
operations reflected in the consolidated balance sheets totaled $227,000 as of
December 31, 1994.
NOTE D - LINES OF CREDIT
Napco has an agreement with a bank to provide a $2,000,000 line of credit for
international transactions. The agreement requires that letters of credit be
collateralized 100 percent with a restricted cash balance. In 1994, this
agreement was amended to allow for cash advances of up to 90 percent of the cash
surrender value of certain of the company's life insurance policies. Such life
insurance policies were also assigned as collateral on the line of credit.
Advances against the line bear interest at one percent over the bank's base
rate. At September 30, 1995, approximately $1,930,000 was available for cash
advances pursuant to this agreement. There were no borrowings outstanding
against this line of credit at September 30, 1995.
Napco has additional lines of credit available for international transactions
such as letters of credit and bid, performance and advance payment guarantees on
a transaction basis for which restricted cash balances are required. Letters of
credit issued by financial institutions under all lines of credit totaled
$680,000 as of September 30, 1995, and are collateralized by a restricted cash
balance.
At July 31, 1995, PC Express had $1,332,000 in outstanding advances against a
line of credit which was collateralized by substantially all of the assets of PC
Express. As of September 30, 1995, all outstanding advances on the line of
credit had been repaid.
NOTE E - CONTINGENCIES
At September 30, 1995, the company had performance and advance payment
guarantees outstanding on various sales contracts totaling $1,038,000. These
guarantees were backed by insurance bonds, which do not require cash collateral.
The company has guaranteed certain indebtedness of Mass Merchandisers, Inc., a
former affiliate of Venturian Corp. At September 30, 1995, this indebtedness was
$674,000. This indebtedness is secured by a first mortgage lien against certain
real estate owned and operated by Mass Merchandisers, Inc., a wholly-owned
subsidiary of McKesson Corp.
The company also owns rental real estate that contains industrial contaminants
and must be remediated. In February 1995, a Phase II Investigation Report and
remedial alternatives were submitted for approval to the Minnesota Pollution
Control Agency (MPCA). In connection with the report, management retained a
consultant to prepare cost estimates with respect to remediation of the
property. Two remedial alternatives were prepared and the range of associated
costs were estimated based on each alternative. The first alternative, which
includes groundwater monitoring and soil remediation, is considered to be the
most likely alternative by the consultant. This alternative includes remediation
efforts over a period of five years and has a range of estimated costs from
$332,000 to $1,257,000. Within this range, the consultant believes approximately
$600,000 represents the most likely total cost of remediation. The second
alternative includes costs associated with groundwater extraction and treatment
along with groundwater monitoring and soil remediation. This alternative
includes remediation efforts over a period of five years and has a range of
estimated costs from $625,000 to $1,709,000. The cost estimates are contingent
upon MPCA approval of the remedial alternatives or unforeseen circumstances
which could affect the technologies implemented or the magnitude of the
remediation required.
Estimated remediation costs include capital costs associated with the remedial
activity as well as annual costs over a period of five years. Annual costs
included in the previous cost estimates were calculated using a ten percent
discount rate. Not discounted, the estimated cost of remediation has a range
from $348,000 to $1,290,000 under the first alternative and a range of $695,000
to $1,824,000 under the second alternative. The company accrued approximately
$600,000 for estimated costs of remediation at the time the property was
acquired in March 1994. At September 30, 1995, a liability of approximately
$517,000 for remediation costs is included under the caption "Rental real estate
mortgage and related costs" as a current liability.
Because a remediation plan has not been agreed to, management cannot reasonably
estimate the timing of expected payments towards the cost of remediation.
However, depending on the final remediation options approved by the MPCA, the
remediation should commence in the Spring of 1996 and, with the exception of
annual cost items, be completed during 1996.
The company is involved in an environmental investigation related to its former
office headquarters location. Management has retained a consultant to determine
what, if any, remedial action is required at this site. Based upon a 1993 study,
the consultant has recommended that no further investigation or remediation at
the site is needed. This recommendation is subject to the approval of the MPCA
property transfer unit. Management believes that the ultimate liability to be
incurred as a result of this investigation, if any, will not have a material
adverse effect on the company's financial position or results of operations.
NOTE F - NET EARNINGS (LOSS) PER SHARE
Net earnings (loss) per common share is computed based on the weighted average
outstanding common shares and common share equivalents, when dilutive. Weighted
average shares outstanding were 747,789 for the three and nine months ended
September 30, 1995 and 1994, respectively.
NOTE G - RECLASSIFICATIONS
Certain reclassifications have been made to the 1994 financial statements to
conform with the 1995 presentation.
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
September 30, 1995
On July 31, 1995, the company announced that it had discontinued operations of
PC Express. The results of operations for PC Express are reflected as
discontinued operations in the consolidated condensed financial statements (see
Discontinued Operations).
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales for the third quarter of 1995 totaled $5,621,000,
compared with $6,106,000 for the comparable period in 1994. Consolidated net
sales for the first nine months of the year were $16,909,000, a decrease of 9.2
percent from $18,624,000 for the same period a year ago.
Napco sales totaled $5,441,000 for the third quarter, decreasing by $565,000
from $6,006,000 in the third quarter of 1994. Lower sales were expected in 1995
based on the level of backlog at the start of the year, which generally provides
a good indication of future sales.
Napco's backlog was $15,025,000 at the beginning of 1995, compared with a
beginning backlog of $19,916,000 at the start of 1994. Backlog at September 30,
1995 was $16,767,000, compared with $15,056,000 a year ago.
Napco sales were $16,356,000 for the nine months ended September 30, 1995,
compared with $18,419,000 for the same period in 1994.
Venturian Software third quarter sales were $163,000, up from $113,000 for the
same period last year. Year-to-date sales also are ahead of prior year's levels,
totaling $560,000 for the first nine months of 1995 compared with $252,000 for
the first nine months a year ago. Management had expected sales to increase over
prior year levels due to Venturian Software's designation as a Value-Added
Dealer of MagicTM products and to the addition of MulticallTM to the company's
product line. Sales of Multicall contributed approximately 24 percent of
year-to-date sales in 1995.
Costs and Expenses
Cost of products sold was 69.4 percent of net sales in the third quarter of 1995
compared with 71.7 percent of net sales for the same period a year earlier.
Year-to-date, cost of products sold was 69.3 percent of net sales for the first
nine months of 1995, compared with 72.2 percent last year.
For Napco sales, cost of products sold decreased 1.4 percent to 71.2 percent of
net sales in the third quarter of 1995 compared with 72.6 percent a year ago.
Cost of products sold for Napco sales was 71.1 percent and 72.8 percent of net
sales for the nine months ended September 30, 1995 and 1994, respectively.
Venturian Software cost of products sold was 17.2 percent of net sales in the
third quarter of 1995 compared with 15.9 percent for the same period last year.
Year-to-date, cost of products sold for Venturian Software sales was 17.3
percent of net sales, compared with 19.0 percent of net sales last year.
Venturian Software cost of products sold is low because a significant portion of
its revenues are generated by consulting services, which do not have an
associated product cost.
Consolidated operating expenses were $1,680,000 for the third quarter of 1995,
compared with operating expenses of $1,716,000 for the same period last year.
For the nine months, consolidated operating expenses decreased to $4,958,000 in
1995 from $5,132,000 in 1994.
Napco operating expenses for the third quarter of 1995 totaled $1,395,000,
compared with $1,524,000 for the same period in 1994. The decrease in operating
expenses for the quarter was primarily a result of a decline in sales and
marketing expenses, which were $518,000 in the third quarter of 1995 compared
with $681,000 a year ago. Sales and marketing expenses decreased in part due to
lower commission expense, which reflects a higher level of domestic sales on
which no commission typically is paid. Commission expense was $99,000 in the
third quarter of this year, compared with $187,000 for the same period last
year. Sales and marketing expenses also were higher a year ago due to expenses
related to a single large contract with higher expenses for insurance and
performance bonds and expenses for in-country consulting fees.
Year-to-date, Napco operating expenses were $4,110,000 and $4,533,000 for the
nine months ended September 30, 1995 and 1994, respectively.
Operating expenses for Venturian Software totaled $166,000 in the third quarter
of 1995, up approximately 42 percent from $117,000 for the same period last
year. Venturian Software operating expenses also increased for the comparable
nine month periods, totaling $499,000 in 1995 compared with $296,000 in 1994.
Expenses increased due to the addition of programming staff and to the addition
of marketing personnel for the introduction of the Multicall product.
Corporate overhead expenses were $102,000 in the third quarter of 1995 compared
with $88,000 for the same period last year. Year-to-date corporate overhead was
$356,000 in 1995 and $350,000 in 1994.
Operating Profit
Napco reported operating profit of $172,000 for the quarter ended September 30,
1995 on sales of $5,441,000. Year-to-date, Napco reported an operating profit of
$619,000 on sales of $16,356,000. A year earlier, Napco reported an operating
profit of $122,000 for the third quarter and a year-to-date operating profit of
$479,000. Lower cost of products sold and operating expense levels contributed
to the higher levels of operating profit for both the quarter and year-to-date
periods.
Venturian Software reported an operating loss of $31,000 for the third quarter
of 1995 and an operating loss of $36,000 for the first nine months of the year.
Last year, Venturian Software reported operating losses of $22,000 and $92,000
for the three and nine month periods, respectively.
Other Income (Expense)
Other income (expense) included rental income, net of expenses, of $177,000 and
$105,000 for the third quarters of 1995 and 1994, respectively, and $371,000 and
$310,000 year-to-date in 1995 and 1994, respectively. This income was derived
from the acquisition of rental real estate in March 1994 (see Note F).
Income Taxes
The company has recorded income tax expense of $52,000 and $102,000 for the
three and nine months ended September 30, 1995, respectively, relating to
continuing operations. This tax expense, attributable to alternative minimum
tax, has been fully offset by a tax benefit relating to discontinued operations.
The company did not record tax expense for the three and nine month periods
ended September 30, 1994 because the company had net operating loss
carryforwards sufficient to offset the current tax expense.
Discontinued Operations
On July 31, 1995, the company announced that it had discontinued operations of
PC Express, due to continued losses from this operation. PC Express ceased
operations effective as of that date. Net losses from operations of PC Express
were $317,000 in July 1995 and $2,085,000 for the seven months ended July 31,
1995 on sales of $1,246,000 and $12,202,000 for the same periods, respectively.
In 1994, PC Express reported net earnings of $16,000 for the third quarter on
sales of $6,999,000 and a net loss of $262,000 on sales of $20,056,000 for the
nine month period. Management has substantially completed an orderly liquidation
of the subsidiary. Based upon management's best estimates, it is probable that
there will be insufficient assets to satisfy the obligations of the unsecured
creditors of the subsidiary. Accordingly, the net liabilities of PC Express were
written off at September 30, 1995. Management expects that additional recoveries
from the liquidation of PC Express will result in an additional gain in the
fourth quarter of 1995. Net liabilities of discontinued operations reflected in
the consolidated balance sheets totaled $227,000 as of December 31, 1994.
FINANCIAL CONDITION
Liquidity and Capital Resources - Current assets totaled $13,274,000 and
exceeded current liabilities by $6,718,000 at September 30, 1995. The current
ratio was 2.0 to one at the end of the third quarter, compared with 2.4 to one
at December 31, 1994. Cash and cash equivalents of $1,248,000 at September 30,
1995 increased from $825,000 at December 31, 1994.
Napco has an agreement with a bank to provide a $2,000,000 line of credit for
international transactions provided that letters of credit be collateralized 100
percent with a restricted cash balance. In 1994, this agreement was amended to
allow for cash advances of up to 90 percent of the cash surrender value of
certain of the company's life insurance policies. Such life insurance policies
were also assigned as collateral on the line of credit. Advances against the
line bear interest at one percent over the bank's base rate. At September 30,
1995, approximately $1,930,000 was available for cash advances pursuant to this
agreement. There were no borrowings outstanding against this line of credit at
September 30, 1995.
Napco has additional lines of credit available for international letters of
credit and bid and performance guarantees on a transaction basis for which
restricted cash balances are be required. Letters of credit issued by financial
institutions under all lines of credit totaled $680,000 at September 30, 1995
and are collateralized by a restricted cash balance.
At July 31, 1995, PC Express had $1,332,000 in outstanding advances against a
line of credit which was collateralized by substantially all of the assets of PC
Express. As of September 30, 1995, all outstanding advances on the line of
credit had been repaid.
Management believes that its present cash reserves should be sufficient to fund
its operations and to collateralize all international transactions as required.
Management has been successful in obtaining insurance bonds with no collateral
requirements for certain of its international transactions rather than utilizing
its traditional bank lines of credit. The company has additional sources of
funds in the form of borrowing against life insurance policies or other
non-current assets.
VENTURIAN CORP. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 27. Financial Data Schedule (for SEC use only)
b) In a report on Form 8-K dated July 31, 1995, the company reported
that, effective July 31, 1995, it had discontinued operations of its
subsidiary, PC Express, Inc., due to continued losses from operations.
SIGNATURE
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.
VENTURIAN CORP.
(Registrant)
By: /s/ Mary F. Jensen
Mary F. Jensen
Chief Financial Officer
Date: November 14, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,248
<SECURITIES> 0
<RECEIVABLES> 5,320
<ALLOWANCES> 183
<INVENTORY> 3,424
<CURRENT-ASSETS> 13,274
<PP&E> 7,454
<DEPRECIATION> 5,461
<TOTAL-ASSETS> 18,441
<CURRENT-LIABILITIES> 6,556
<BONDS> 0
<COMMON> 748
0
0
<OTHER-SE> 8,457
<TOTAL-LIABILITY-AND-EQUITY> 18,441
<SALES> 16,909
<TOTAL-REVENUES> 16,909
<CGS> 0
<TOTAL-COSTS> 11,724
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 285
<INCOME-PRETAX> 480
<INCOME-TAX> 102
<INCOME-CONTINUING> 378
<DISCONTINUED> (1,619)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,241)
<EPS-PRIMARY> (1.65)
<EPS-DILUTED> 0
</TABLE>
