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 June 30, 1997
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)
11111 Excelsior Boulevard, 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 August 1, 1997
$1.00 par value common shares 752,689
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
June 30, 1997 and December 31, 1996 3
Consolidated Condensed Statements of Operations
Three and six months ended
June 30, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows
Six months ended June 30, 1997 and 1996 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2.
Management's Discussion and Analysis of
the Results of Operations and Financial Condition 9
PART II. Other information
Item 6. Exhibits and Reports on Form 8-K 16
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(Dollars in thousands)
(Unaudited)
June 30, December 31,
1997 1996
-------- ------------
Current assets
Cash and cash equivalents $ 507 $ 1,011
Accounts receivable, less allowance
for doubtful accounts of $173 in June
1997 and $196 in December 1996 4,945 4,254
Inventories 3,663 3,668
Restricted cash 68 65
Rental real estate held for sale 2,964 2,898
Prepaid expenses 170 208
-------- --------
Total current assets 12,317 12,104
Property and equipment - at cost
Buildings and improvements 1,741 1,741
Equipment 5,914 5,429
-------- --------
7,655 7,170
Less accumulated depreciation and amortization 5,877 5,690
-------- --------
1,778 1,480
Land 314 314
-------- --------
2,092 1,794
Other assets 4,025 4,155
-------- --------
$ 18,434 $ 18,053
======== ========
Liabilities and Stockholders' Equity
Current liabilities
Bank overdraft $ 524 $ 409
Notes payable to banks 1,400 -
Current maturities of long-term debt 118 118
Accounts payable 2,165 1,981
Advances from customers 235 237
Accrued liabilities 1,278 1,243
Rental real estate mortgage and related costs 1,022 1,130
-------- --------
Total current liabilities 6,742 5,118
Long-term debt, less current maturities 189 163
Deferred compensation and postretirement benefits 2,338 2,383
Commitments and contingencies - -
Stockholders' equity
Common stock - $1 par value 753 750
Additional contributed capital 14,700 14,676
Accumulated deficit (6,288) (5,037)
-------- --------
9,165 10,389
-------- --------
$ 18,434 $ 18,053
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Operations
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------- -----------------------
1997 1996 1997 1996
------- ------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 8,078 $ 7,752 $ 14,821 $ 14,535
Cost of products sold 5,831 5,727 10,672 10,420
------- ------- -------- --------
Gross profit 2,247 2,025 4,149 4,115
Operating expenses
Sales and marketing 1,125 715 2,371 1,368
Administrative 1,096 950 2,114 1,678
Warehousing 410 400 892 852
------- ------- -------- --------
Total operating expenses 2,631 2,065 5,377 3,898
------- ------- -------- --------
Operating profit (loss) (384) (40) (1,228) 217
Other income
Investment income 3 7 11 28
Interest expense (114) (80) (208) (174)
Rental income 135 81 160 153
Other 5 (12) 14 11
------- ------- -------- --------
Total 29 (4) (23) 18
------- ------- -------- --------
Earnings (loss) before income taxes (355) (44) (1,251) 235
Income tax expense - - - 7
------- ------- -------- --------
Net earnings (loss) ($ 355) ($ 44) ($ 1,251) $ 228
======= ======= ======== ========
Net earnings (loss) per share - primary $ (.47) $ (.06) $ (1.67) $ .29
======= ======= ======== ========
Net earnings (loss) per share -
fully diluted $ (.47) $ (.06) $ (1.67) $ .28
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Six months ended
June 30,
1997 1996
------- -----
Cash flows from operating activities:
Net earnings (loss) ($1,251) $ 228
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 304 285
Issuance of common stock for services 25 -
Change in assets and liabilities:
Accounts receivable (691) 926
Inventories 5 6
Restricted cash (3) 525
Prepaid expenses 38 103
Other 10 30
Bank overdraft 115 259
Accounts payable 184 (904)
Advances from customers (2) (274)
Accrued liabilities 35 (251)
Deferred compensation and
postretirement benefits 116 128
Payments on deferred compensation
and postretirement benefits (161) (152)
------- -----
Total adjustments (25) 681
------- -----
Net cash provided by (used in) operating activities (1,276) 909
Cash flows from investing activities:
Purchase of property and equipment (498) (229)
Improvements to rental real estate (148) (48)
Purchase of other assets (187) (187)
Payments received on notes receivable 65 7
------- -----
Net cash used in investing activities (768) (457)
Cash flows from financing activities
Payments on long-term debt and
rental real estate mortgage and related costs (232) (164)
Proceeds from notes payable to bank 1,400 -
Proceeds from long-term debt 150 115
Proceeds from insurance policy loans 220 -
Payments on insurance policy loans - (750)
Proceeds from issuance of common stock 2 -
------- -----
Net cash provided by (used in) financing activities 1,540 (799)
------- -----
Net increase (decrease) in cash and cash equivalents (504) (347)
Beginning cash and cash equivalents 1,011 910
------- -----
Ending cash and cash equivalents $ 507 $ 563
======= =====
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 108 $ 148
Income taxes 1 9
The accompanying notes are an integral part of these statements.
<PAGE>
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.
NOTE B - INVENTORIES
Inventories are stated at the lower of cost or market, principally
using the specific identification method. A portion of Napco's inventory is
acquired on a speculative basis in varying quantities when it becomes available
for purchase. 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 $2,202,000 at June 30, 1997 and $1,908,000 at December 31, 1996, 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 - LINES OF CREDIT
Napco has an agreement with a bank to provide a $4,000,000 line of
credit for international transactions and cash advances. The agreement requires
that letters of credit be collateralized 100 percent with a restricted cash
balance or, alternatively, the portion of the line available for cash advances
may be reduced by the amount outstanding for certain letters of credit. The
agreement allows for
<PAGE>
cash advances of up to 90 percent of the cash surrender value of certain of the
company's life insurance policies. The life insurance policies are assigned as
collateral on the line of credit. Advances on the line bear interest at one
percent over the bank's base rate. At June 30, 1997, approximately $2,492,000
was available for cash advances pursuant to this agreement, of which $1,400,000
was utilized.
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 $576,000 as of June 30, 1997, of which $68,000 were collateralized by
restricted cash balances.
NOTE D - COMMITMENTS AND CONTINGENCIES
At June 30, 1997, the company had performance and advance payment
guarantees outstanding on various sales contracts totaling $406,000. These
guarantees were backed by insurance bonds, which do not require cash collateral.
The company owns rental real estate that contains industrial contaminants and
must be remediated. In 1996, the MPCA granted approval of the Phase II
Investigation and Review of Remedial Alternatives Report and the Response Action
Plan and Remedial Design Report submitted by management's consultant in
connection with the environmental remediation of the property. Remediation at
the property commenced in 1996, including a five-year annual groundwater
monitoring program which began in December. At June 30, 1997, a liability of
approximately $71,000 was included under the caption "Rental real estate
mortgage and related costs" as a current liability.
NOTE E - NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share," which is effective
for financial statements issued after December 15, 1997. Early adoption of the
new standard is not permitted. The new standard eliminates primary and fully
diluted earnings per share and requires presentation of basic and diluted
earnings per share together with disclosure of how the per share amounts were
computed. Basic earnings per share excludes dilution and is computed by dividing
income available to common
<PAGE>
shareholders by the weighted-average common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. The effect of adopting this new standard has not
been determined.
NOTE F - NET EARNINGS (LOSS) PER SHARE
Primary earnings (loss) per common and common equivalent share and
earnings (loss) per common and common equivalent share assuming full dilution
are computed using the weighted average number of common and common equivalent
shares outstanding during the period. Common stock equivalents include dilutive
stock options using the treasury stock method.
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
June 30, 1997
Forward-looking statements contained in this Report on Form 10-Q are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. There are certain important factors that could cause results
to differ materially from those anticipated by the statements made herein.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty. Among the factors that could cause actual results to differ
materially are the following:
With respect to Napco International, one of the primary risks relates to its
export sales which could be affected by political decisions by the U.S.
government which could prevent future sales to foreign nations or monetary,
military or economic conditions in certain countries that may affect sales in
such countries. Management believes that these risks are reduced by Napco's wide
geographic and product diversification. While historically, there has not been a
reliance on one single customer, sales to one customer accounted for
approximately 22 percent and 46 percent of net sales for the six months ended
June 30, 1997 and 1996, respectively. For the years ended December 31, 1996 and
1995, sales to this customer accounted for 32 percent and 38 percent of sales.
Other factors such as competition, the potential for labor disputes and
interruption in sources of supply also could cause results to differ.
With respect to Venturian Software, the company is one of many companies
offering solutions to the information needs of businesses both locally and
regionally. Because of the rapid pace of technological improvements and new
software development, competition is a significant risk. The ability to hire and
retain competent personnel also provides an element of risk, in part because
currently, a substantial portion of Venturian Software's revenues are derived
from consulting activities.
<PAGE>
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales totaled $8,078,000 during the second quarter, and were up
approximately 4 percent from $7,752,000 in 1996. For the first six months of
1997, consolidated net sales totaled $14,821,000, compared with $14,535,000 for
the same period last year.
Napco sales were $7,810,000 and $14,287,000 for the three and six months ended
June 30, 1997, compared with sales of $7,539,000 and $14,112,000 for the same
periods in 1996, respectively.
Venturian Software sales totaled $268,000 in the second quarter of 1997,
compared with sales of $213,000 last year. Six month sales were $534,000 in
1997, up from $423,000 for the same period a year ago. Sales were up both for
the quarter and year-to-date due to higher consulting revenues and pilot
computer telephony sales.
Costs and Expenses
Cost of products sold on a consolidated basis was 72 percent of net sales for
the second quarter of 1997, compared with 74 percent of net sales a year ago.
Cost of products sold was 72 percent of net sales for the six months ended June
30, 1997 and 1996.
For the second quarter, cost of products sold for Napco sales was 74 percent of
net sales in 1997 and 76 percent of net sales in 1996. Second quarter sales in
1996 included a larger proportion of sales for which the end customer is the
U.S. Government, contributing to the higher level of cost of products sold a
year ago. These sales typically are at a lower profit margin than other sales.
Cost of products sold for Napco sales was 74 percent of net sales for the six
months ended June 30, 1997 and 1996, respectively.
Venturian Software cost of products sold is low because a significant portion of
its revenues are generated by consulting services, and the related expenses are
included in operating expenses as administrative expense. Venturian
<PAGE>
Software cost of products sold was 7 and 9 percent of net sales in the second
quarter of 1997 and 1996, respectively. Year-to-date, cost of products sold for
Venturian Software sales was 12 percent of net sales in 1997, compared with 9
percent of net sales last year.
Consolidated operating expenses for the second quarter of 1997 increased
approximately 27 percent to $2,631,000, up from $2,065,000 in 1996. For the
first six months of the year, consolidated operating expenses totaled $5,377,000
in 1997, an increase of approximately 38 percent from $3,898,000 for the same
period last year.
Napco operating expenses were $1,673,000 for the second quarter of 1997 compared
with $1,545,000 for the second quarter of 1996. Napco sales and marketing
expenses increased by $173,000 to $773,000 in 1997. Napco sales and marketing
expenses were $600,000 in last year's second quarter. Sales and marketing
expenses for the quarter were up primarily due to additions to staff made in the
second half of 1996 and also due to expected increases in advertising, trade
show participation and travel expenses. In addition, commission expense
increased during the quarter due to a higher proportion of sales in 1997 that
were export sales on which commission is commonly paid. Napco administrative
expenses decreased to $490,000 in the second quarter of 1997, from $545,000 for
the same period a year ago. Administrative expenses were higher a year ago,
primarily due to incentive accruals.
Year-to-date, Napco operating expenses totaled $3,565,000 for the first six
months of 1997 and were up $553,000 over operating expenses of $3,012,000 for
the first half of 1996. Most of the increase in operating expenses on a
year-to-date basis is attributable to higher sales and marketing expenses, which
at $1,673,000 are up $521,000 over prior year levels. As previously discussed,
these higher expense levels are attributable to staff additions made during the
latter half of last year and increased expenditures for advertising, trade show
participation and advertising. In addition, during the first quarter of 1997,
the company incurred approximately $186,000 of higher penalty and rejection
costs.
<PAGE>
Operating expenses for Venturian Software increased significantly to $814,000 in
the second quarter of 1997 from $287,000 for the same period last year.
Venturian Software operating expenses also increased for the comparable six
month periods, totaling $1,525,000 in 1997 compared with $512,000 in 1996. Sales
and marketing expenses were $352,000 and $698,000 for the quarter and six months
in 1997, respectively, up from $115,000 and $216,000 for the quarter and six
months last year. Administrative expenses were $462,000 and $827,000 for the
second quarter and first six months of 1997, respectively, compared with
$172,000 and $296,000 for the same periods a year ago. Higher expenses for both
the quarter and year-to-date continue to reflect the investment in the
introduction of Cybercall(TM), and to a much lesser extent, the addition of both
sales and programming staff in Venturian Software's database division.
Corporate overhead expenses, included in administrative expense, were $144,000
in the second quarter of 1997, down from $233,000 for the same period a year
earlier. Year-to-date corporate overhead also decreased to $287,000 in 1997 from
$374,000. Lower expense levels in both periods are attributable to reductions in
staff.
Operating Profit (Loss)
The company reported operating losses of $384,000 and $1,228,000 for the three
and six months ended June 30, 1997. For the same periods in 1996, the company
reported an operating loss of $40,000 and an operating profit of $217,000,
respectively.
Napco reported an operating profit of $326,000 for the quarter ended June 30,
1997, compared with an operating profit of $287,000 for the same period in 1996.
For the first six months of 1997, Napco reported an operating profit of
$113,000, compared with year-to-date operating profit of $716,000 for the first
half of 1996. Higher expenses resulted in a lower operating profit in 1997 as
compared with 1996 for both the quarter and year-to-date periods.
Venturian Software reported operating losses of $566,000 and $1,054,000 for the
second quarter and first six months of 1997. In 1996, Venturian Software
reported operating losses
<PAGE>
of $94,000 and $125,000 for the first half of the year. Increased losses in 1997
are primarily the result of expenses incurred in connection with the
introduction of Cybercall(TM).
Income Taxes
The company did not record a tax benefit for the quarter and six months ended
June 30, 1997 and the quarter ended June 30, 1996 because no taxes would have
been recoverable from a carryback of the net loss. The company recorded income
tax expense of $7,000 for the six months ended June 30, 1996. While the company
had net operating loss carryforwards sufficient to offset tax expense last year,
income tax expense for the six months ended June 30, 1996 was attributable to
alternative minimum tax.
Backlog
Napco's backlog totaled $23,892,000 at June 30, 1997, up from $15,861,000 at
December 31, 1996. The order backlog included an order for $11,614,000 from the
U.S. Army Tank-Automotive and Armaments Command (TACOM) that was received by
Napco in the first quarter. The award of the contract had been under protest by
one of the company's competitors and TACOM had issued a stop-work order on the
contract in connection with the protest. Napco reported in June that the protest
had been denied by the U.S. General Accounting Office. In early July, the
company announced that Napco received an $8.2 million contract from a foreign
government for repowering kits for M41 light tanks, bringing Napco's backlog to
approximately $32 million. Shipments against the TACOM order are expected to
commence in the fourth quarter of 1997 and be completed by mid-1998. Shipments
against the $8.2 million contract are expected to begin in the first quarter of
1998 and be completed in the third quarter of next year.
Venturian Software's backlog consists primarily of hours in demand for
consulting with its clients who are using its Magic(TM) Software as their
development tool. Product backlog is low, since orders are shipped from
inventory or direct from the company's supplier upon receipt of the order.
<PAGE>
FINANCIAL CONDITION
Liquidity and Capital Resources - Current assets exceeded current liabilities by
$5,575,000 at June 30, 1997. The current ratio was 1.8 to one at the end of the
second quarter, compared with 2.4 to one at December 31, 1996.
Cash and cash equivalents of $507,000 at June 30, 1997 decreased from $1,011,000
at the end of 1996. Cash used in operations and investing activities has been
funded primarily by borrowings against Napco's line of credit and against
certain of the company's life insurance policies.
Napco has an agreement with a bank to provide a $4,000,000 line of credit for
international transactions and cash advances. The agreement requires that
letters of credit be collateralized 100 percent with a restricted cash balance
or, alternatively, the portion of the line available for cash advances may be
reduced by the amount outstanding for certain letters of credit. The agreement
allows for cash advances of up to 90 percent of the cash surrender value of
certain of the company's life insurance policies. The life insurance policies
are assigned as collateral on the line of credit. Advances on the line bear
interest at one percent over the bank's base rate. At June 30, 1997,
approximately $2,492,000 was available for cash advances pursuant to this
agreement, of which $1,400,000 was utilized.
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 required. Letters of credit issued by financial
institutions under all lines of credit totaled $576,000 at June 30, 1997, of
which $68,000 were collateralized by a restricted cash balance.
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 assets.
However, in order to fund Venturian Software's Cybercall
<PAGE>
marketing plans and support its anticipated growth, management believes that it
will be required to obtain outside financing. Management has engaged an outside
consultant to assist with financing for Venturian Software and is currently
engaged in discussions with several potential sources.
<PAGE>
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) No report on Form 8-K was filed during the quarter for which this
report is filed.
<PAGE>
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: August 6, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 507
<SECURITIES> 0
<RECEIVABLES> 5,118
<ALLOWANCES> 173
<INVENTORY> 3,663
<CURRENT-ASSETS> 12,317
<PP&E> 7,969
<DEPRECIATION> 5,877
<TOTAL-ASSETS> 18,434
<CURRENT-LIABILITIES> 6,742
<BONDS> 0
0
0
<COMMON> 753
<OTHER-SE> 8,412
<TOTAL-LIABILITY-AND-EQUITY> 18,434
<SALES> 14,821
<TOTAL-REVENUES> 14,821
<CGS> 10,672
<TOTAL-COSTS> 10,672
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 208
<INCOME-PRETAX> (1,251)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,251)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,251)
<EPS-PRIMARY> (1.67)
<EPS-DILUTED> (1.67)
</TABLE>
