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 March 31, 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 May 7, 1997
--------------------------
$1.00 par value common shares 750,189
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
March 31, 1997 and December 31, 1996 3
Consolidated Condensed Statements of Operations
Three months ended March 31, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows
Three months ended March 31, 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 15
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(Dollars in thousands)
(Unaudited)
March 31, December 31,
1997 1996
-------- --------
Current assets
Cash and cash equivalents $ 577 $ 1,011
Accounts receivable, less allowance
for doubtful accounts of $174 in March
1997 and $196 in December 1996 5,180 4,254
Inventories 4,587 3,668
Restricted cash 71 65
Rental real estate held for sale 2,998 2,898
Prepaid expenses 172 208
-------- --------
Total current assets 13,585 12,104
Property and equipment - at cost
Buildings and improvements 1,741 1,741
Equipment 5,670 5,429
-------- --------
7,411 7,170
Less accumulated depreciation and amortization 5,783 5,690
-------- --------
1,628 1,480
Land 314 314
-------- --------
1,942 1,794
Other assets 4,284 4,155
-------- --------
$ 19,811 $ 18,053
======== ========
Liabilities and Stockholders' Equity
Current liabilities
Bank overdraft $ 679 $ 409
Notes payable to banks 2,000 -
Current maturities of long-term debt 118 118
Accounts payable 2,467 1,981
Advances from customers 178 237
Accrued liabilities 1,307 1,243
Rental real estate mortgage and related costs 1,104 1,130
-------- --------
Total current liabilities 7,853 5,118
Long-term debt, less current maturities 93 163
Deferred compensation and postretirement benefits 2,370 2,383
Commitments and contingencies - -
Stockholders' equity
Common stock - $1 par value 750 750
Additional contributed capital 14,678 14,676
Accumulated deficit (5,933) (5,037)
-------- --------
9,495 10,389
-------- --------
$ 19,811 $ 18,053
======== ========
The accompanying notes are an integral part of these statements.
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Operations
(Dollars in thousands)
(Unaudited)
Three months ended
March 31,
------------------
1997 1996
------- -------
Net sales $ 6,743 $ 6,783
Cost of products sold 4,841 4,693
------- -------
Gross profit 1,902 2,090
Operating expenses
Sales and marketing 1,246 653
Administrative 1,018 728
Warehousing 482 452
------- -------
Total operating expenses 2,746 1,833
------- -------
Operating profit (loss) (844) 257
Other income (expense)
Investment income 8 21
Interest expense (94) (94)
Rental income, net of expenses 25 72
Other 9 23
------- -------
Total (52) 22
------- -------
Earnings (loss) before income taxes (896) 279
Income tax expense - 7
------- -------
Net earnings (loss) $ (896) $ 272
======= =======
Net earnings (loss) per share ($ 1.19) $ .36
======= =======
The accompanying notes are an integral part of these statements.
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) ($ 896) $ 272
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 150 142
Change in assets and liabilities:
Accounts receivable (926) 949
Inventories (919) 260
Restricted cash (6) 440
Prepaid expenses 36 63
Other 10 0
Bank overdraft 270 24
Accounts payable 486 (655)
Advances from customers (59) (143)
Accrued liabilities 83 (340)
Deferred compensation and
postretirement benefits 61 63
Payments on deferred compensation
and postretirement benefits (74) (75)
------- -------
Total adjustments (888) 728
------- -------
Net cash provided by (used in) operating activities (1,784) 1,000
Cash flows from investing activities:
Purchase of property and equipment (240) (39)
Improvements to rental real estate (148) (48)
Purchase of other assets (152) (153)
Payments received on notes receivable 3 4
------- -------
Net cash used in investing activities (537) (236)
Cash flows from financing activities
Payments on long-term debt and
rental real estate mortgage and related costs (115) (102)
Proceeds from notes payable to bank 2,000 -
Proceeds from issuance of common stock 2 -
------- -------
Net cash provided by (used in) financing activities 1,887 (102)
------- -------
Net increase (decrease) in cash and cash equivalents (434) 662
Beginning cash and cash equivalents 1,011 910
------- -------
Ending cash and cash equivalents $ 577 $ 1,572
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 49 $ 104
Income taxes - 2
</TABLE>
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.
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 $2,283,000 at March 31, 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 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 March 31, 1997,
approximately $2,726,000 was available for cash advances pursuant to this
agreement, of which $2,000,000 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 $71,000 as of March 31, 1997, and were collateralized by a restricted
cash balance.
NOTE D - COMMITMENTS AND CONTINGENCIES
At March 31, 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 has guaranteed certain indebtedness of Mass Merchandisers, Inc., a
former affiliate of Venturian Corp. At March 31, 1997, this indebtedness was
$350,000. 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 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 and was completed in Spring 1997, with the
exception of a five-year annual groundwater monitoring program which began in
December 1996. At March 31, 1997, a liability of approximately $108,000 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 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
Net earnings (loss) per share is computed based on the weighted average
outstanding common shares and common share equivalents, when dilutive. Weighted
average shares outstanding were 749,922 and 747,789 for the three months ended
March 31, 1997 and 1996, respectively.
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
March 31, 1997 and 1996
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 49 percent of net sales for the three months ended
March 31, 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.
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales for the first quarter of 1997 were at approximately the
same level as a year ago, totaling $6,743,000 compared with $6,783,000 for the
first quarter last year.
Napco sales decreased slightly to $6,477,000 for the first three months of 1997,
down from $6,573,000 in the first quarter of 1996 and less than one percent
lower than management expectations for the quarter.
Venturian Software first quarter sales of $266,000 increased approximately 27
percent compared with the same period a year ago when sales were $210,000. The
increase in Venturian Software sales in 1997 was attributable to stronger
product sales during the quarter, which increased to $78,000 in the first
quarter of 1997 from $28,000 in the same period last year.
Costs and Expenses
On a consolidated basis, cost of products sold was 71.8 percent of net sales in
the first quarter of 1997 compared with 69.2 percent of net sales for the same
period a year ago.
For Napco sales, cost of products sold was 74.1 percent of net sales for the
first three months of 1997, compared with 71.2 percent for the same period last
year. Because Napco markets a wide variety of defense-related items, gross
profit margins can vary greatly. Management had expected that cost of products
sold would more closely approximate last year's level, however, the shipment of
several higher margin items was delayed until the second quarter.
Venturian Software cost of products sold was 16.2 percent of net sales for the
first quarter of 1997 and 7.6 percent of net sales a year ago. Venturian
Software's cost of products sold as a percent of net sales is low because a
significant portion of its sales are derived from consulting revenues and the
related payroll costs are included in operating expenses as administrative
expense. For the first three months of 1997, the increase in cost of products
sold was attributable to a higher proportion of product sales.
First quarter consolidated operating expenses increased significantly to
$2,746,000, up $913,000 compared with $1,833,000 for the quarter ended March 31,
1996.
Napco operating expenses totaled $1,892,000 for the first quarter of 1997, an
increase of $425,000 compared with operating expenses of $1,467,000 for the same
period last year. Napco sales and marketing expenses increased by $348,000 to
$900,000 in the first quarter of 1997, up from $552,000 for the first quarter
last year. Excluding commission expense of $106,000 and $89,000 for the first
quarters of 1997 and 1996, respectively, sales and marketing expense was
$794,000 and $463,000 for both periods, respectively. Management had expected
that sales and marketing expense would increase approximately $140,000 in
comparison to last year's first quarter, primarily due to additions to staff as
well as increased travel and advertising costs. However, in addition to these
costs, the company also incurred approximately $186,000 higher penalty and
rejection costs. Approximately $150,000 of these costs related to a customer
rejection on an order for track pads which was shipped during the first quarter
of 1997. Napco administrative expenses of $510,000 in the first three months of
1997 were up from $463,000 in last year's first quarter, primarily due to
increased occupancy costs (basically higher utilities costs incurred due to the
harsh winter) and residual costs incurred in connection with the re-location of
the company's headquarters in December/January. Napco warehousing expenses
increased to $482,000 in the first quarter of 1997, up from $452,000 in for the
same period in 1996, primarily due to overtime costs incurred in connection with
one contract substantially completed in the first quarter.
First quarter 1997 operating expenses for Venturian Software of $711,000 were up
substantially from $225,000 for the same period last year. Sales and marketing
expense increased $245,000 to $346,000 in this year's first quarter from
$101,000 for the first three months of 1996, primarily due to costs associated
with the positioning of Cybercall(TM) - the award winning computer telephony
product. The costs included adding two experienced directors of sales to its
staff and successfully participating in the Computer Telephony Expo in Los
Angeles in March, where Cybercall again was awarded "Best of Show."
Additionally, Cybercall became the official "hyper-link" internet connection to
Flatiron Publishing (the host of the Expo). Administrative expenses increased in
the first three months of 1997 to $365,000 from $124,000, primarily due to the
addition of an executive vice president and administrative support as well as
additional programming staff due to increased demand for Magic(TM) consultant
services.
Corporate overhead expenses were $143,000 in the first quarter of 1997, compared
with $141,000 for the quarter ended March 31, 1996.
Operating Profit
The company reported an $844,000 operating loss for the first quarter of 1997,
compared with an operating profit of $257,000 in the first quarter of last year.
Napco reported an operating loss of $213,000 for the first three months of 1997,
compared with an operating profit of $429,000 for the same period a year ago.
While sales were at nearly the same level as in 1996, higher costs and expenses
resulted in an operating loss in 1997.
Venturian Software reported an operating loss of $488,000 in the first quarter
of 1997 on continued expenses attributable to the introduction of Cybercall. A
year ago, the first quarter operating loss was $31,000.
Other Income (Expense)
Other income includes rental income, net of expenses, of $25,000 and $72,000 for
the first quarters of 1997 and 1996, respectively, derived from rental real
estate acquired in March 1994. Net rental income decreased in 1997 due to higher
utility and maintenance costs associated with the harsh winter and higher
depreciation related to building improvements.
Income Taxes
The company did not record a tax benefit for the quarter ended March 31, 1997
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 first quarter of 1996,
attributable to alternative minimum tax.
Backlog
Napco's backlog was $23,633,000 at March 31, 1997, including an order for
$11,614,000 from the U.S. Army Tank-Automotive and Armaments Command (TACOM)
that is currently under protest by one of Napco's competitors. Napco received a
stop work order due to the protest in March. On April 30, 1997, Napco was
notified that TACOM's request to override the stop work was granted effective
April 28, 1997 and that the stop work order was rescinded. While Napco has
re-started work on the contract, the U.S. Government General Accounting Office
is continuing its evaluation of the competitor's protest and is expected to
render it's decision with respect to the protest in mid-June. Excluding the
order from the U.S. government, Napco's backlog at the end of the first quarter
was $12,019,000. Napco's backlog as of March 31, 1996 was $17,516,000.
Venturian Software's backlog consists primarily of hours in demand for
consulting with its clients who are using its MagicTM Software as their
development tool. Product backlog is low since orders are shipped from inventory
or direct from the company's supplier.
FINANCIAL CONDITION
Liquidity and Capital Resources - Current assets were $13,585,000 and exceeded
current liabilities by $5,732,000 at March 31, 1997. The current ratio was 1.7
to one, down from 2.4 to one at the start of the year.
Cash and cash equivalents decreased to $577,000 at March 31, 1997 from
$1,011,000 at December 31, 1996. In addition to the net loss for the quarter of
$896,000, an additional $929,000 has been used in operations, primarily to fund
increases in accounts receivable and inventory. The company has utilized its
line of credit to fund these increases.
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 March 31, 1997,
approximately $2,726,000 was available for cash advances pursuant to this
agreement, of which $2,000,000 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 $71,000 at March 31, 1997 and
were collateralized by a restricted cash balance.
Management believes that its present cash reserves and available credit 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 borrowings against life
insurance policies or other assets. However, in order to fund Venturian
Software's Cybercall 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 this process.
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.
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: May 8, 1997
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<ARTICLE> 5
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 577
<SECURITIES> 0
<RECEIVABLES> 5,354
<ALLOWANCES> 174
<INVENTORY> 4,587
<CURRENT-ASSETS> 13,585
<PP&E> 7,725
<DEPRECIATION> 5,783
<TOTAL-ASSETS> 19,811
<CURRENT-LIABILITIES> 7,853
<BONDS> 0
750
0
<COMMON> 0
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<TOTAL-LIABILITY-AND-EQUITY> 19,811
<SALES> 6,743
<TOTAL-REVENUES> 6,743
<CGS> 4,841
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