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, 1999
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-12117
VENTURIAN CORP.
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(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
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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 10, 1999
--------------------------------
$1.00 par value common shares 1,340,409
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
September 30, 1999 and December 31, 1998 3
Consolidated Condensed Statements of Earnings
Three and nine months ended
September 30, 1999 and 1998 4
Consolidated Condensed Statements of Cash Flows
Nine months ended September 30, 1999 and 1998 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2.
Management's Discussion and Analysis of
the Results of Operations and Financial Condition 11
PART II. Other information
Item 6. Exhibits and Reports on Form 8-K 20
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands)
September 30, December 31,
1999 1998
-------- --------
(Unaudited)
Current assets
Cash and cash equivalents $ 492 $ 3,009
Restricted cash 742 790
Marketable securities 817 --
Accounts receivable, less allowance
for doubtful accounts of $231
in September 1999 and $217 in December 1998 6,032 4,579
Inventories 5,518 4,587
Prepaid expenses 310 223
-------- --------
Total current assets 13,911 13,188
Property and equipment - at cost
Buildings and improvements 1,916 1,916
Equipment 6,415 6,144
-------- --------
8,331 8,060
Less accumulated depreciation and amortization 6,059 5,739
-------- --------
2,272 2,321
Land 230 230
-------- --------
2,502 2,551
Other assets
Cash surrender value of life insurance, net 3,633 3,445
Rental real estate, net of depreciation 2,769 2,891
Other 381 405
-------- --------
6,783 6,741
-------- --------
$ 23,196 $ 22,480
======== ========
Liabilities and Shareholders' Equity
Current liabilities
Bank overdraft $ 476 $ 161
Notes payable to banks 800 --
Current maturities of long-term debt 245 211
Accounts payable 2,145 1,565
Advances from customers 245 36
Accrued liabilities 1,328 2,206
-------- --------
Total current liabilities 5,239 4,179
Long-term debt, less current maturities 4,213 4,424
Deferred compensation and postretirement benefits 1,989 2,180
Commitments and contingencies -- --
Shareholders' equity
Common stock - $1 par value 1,341 1,333
Additional contributed capital 15,925 15,895
Accumulated deficit (5,511) (5,531)
-------- --------
11,755 11,697
-------- --------
$ 23,196 $ 22,480
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Earnings
(Dollars in thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 5,164 $ 12,209 $ 17,902 $ 32,284
Cost of products sold 3,706 8,665 12,957 22,952
----------- ----------- ----------- -----------
Gross profit 1,458 3,544 4,945 9,332
Operating expenses
Sales and marketing 743 837 2,275 2,648
Administrative 648 1,120 2,124 2,808
Warehousing 468 410 1,330 1,415
----------- ----------- ----------- -----------
Total operating expenses 1,859 2,367 5,729 6,871
----------- ----------- ----------- -----------
Operating profit (loss) (401) 1,177 (784) 2,461
Other income (expense)
Investment income 12 32 54 52
Interest expense (148) (191) (440) (618)
Rental income 160 180 434 472
Gain from demutualization 817 -- 817 --
Gain from life insurance proceeds -- -- -- 196
Other -- 2 -- 6
----------- ----------- ----------- -----------
Total 841 23 865 108
----------- ----------- ----------- -----------
Earnings before income taxes and
equity in losses of unconsolidated subsidiary 440 1,200 81 2,569
Income taxes -- 184 -- 219
----------- ----------- ----------- -----------
Earnings before equity
in losses of unconsolidated subsidiary 440 1,016 81 2,350
Equity in losses of unconsolidated subsidiary -- -- -- (1,040)
----------- ----------- ----------- -----------
Net earnings $ 440 $ 1,016 $ 81 $ 1,310
=========== =========== =========== ===========
Net earnings per share - Basic $ .33 $ .77 $ .06 $ 1.03
=========== =========== =========== ===========
Net earnings per share - Diluted $ .32 $ .72 $ .06 $ 1.00
=========== =========== =========== ===========
Weighted average shares outstanding
Basic 1,336,767 1,316,789 1,335,930 1,268,585
Diluted 1,392,581 1,413,819 1,386,079 1,324,088
</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)
Nine months ended
September 30,
1999 1998
-------- --------
Cash flows from operating activities:
Net earnings $ 81 $ 1,310
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 442 391
Gain from demutualization (817) --
Issuance of common stock for services 30 31
Gain from life insurance proceeds -- (196)
Equity in losses of unconsolidated subsidiary -- 1,040
Change in assets and liabilities:
Restricted cash 48 (756)
Accounts receivable (1,453) (2,892)
Inventories (931) (1,260)
Prepaid expenses (87) 149
Accounts payable 580 (1,949)
Advances from customers 209 1,002
Accrued liabilities (878) 3,789
Deferred compensation and
postretirement benefits 123 180
Payments on deferred compensation
and postretirement benefits (314) (273)
-------- --------
Total adjustments (3,048) (744)
-------- --------
Net cash provided by (used in) operating activities (2,967) 566
Cash flows from investing activities:
Purchase of property and equipment (271) (318)
Increase in cash surrender value (188) (286)
Proceeds from life insurance -- 828
Other 24 9
-------- --------
Net cash provided by (used in) investing activities (435) 233
Cash flows from financing activities
Bank overdraft 315 (178)
Payments on long-term debt (177) (295)
Proceeds from long-term debt -- 664
Proceeds from line of credit 800 11,000
Payments on line of credit -- (12,400)
Payment of dividends (61) --
Proceeds from issuance of common stock 8 403
-------- --------
Net cash provided by (used in) financing activities 885 (806)
-------- --------
Net decrease in cash and cash equivalents (2,517) (7)
Beginning cash and cash equivalents 3,009 473
-------- --------
Ending cash and cash equivalents $ 492 $ 466
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 312 $ 434
Income taxes 6 51
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 $2,340,000 at September 30, 1999 and $2,302,000 at December 31, 1998,
within 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 - INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
On February 17, 1999, the company entered into an agreement to
redeem its interest in Atio USA for $1,000,000 plus warrants to acquire
additional securities of Atio Corporation USA, Inc. ("Atio") representing
300,000 common shares. The redemption agreement was subject to Atio raising
additional equity capital of at least $5,000,000 from a third party on or prior
to July 31, 1999. In July 1999, the company extended this date to September 30,
1999.
<PAGE>
The agreement expired on September 30, 1999 and has not been extended.
NOTE D - 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 up to $1,000,000 of certain letters of credit be collateralized 100 percent
with a restricted cash balance. The agreement also provides for cash or letter
of credit advances up to $3,000,000, collateralized by the cash surrender value
of certain of the company's life insurance policies. Letters of credit may be
issued for up to $1,000,000 against this line, with the balance available for
cash advances.
Advances on the $4,000,000 line of credit bear interest at the bank's base rate.
At September 30, 1999, approximately $1,196,000 was available for cash and
letter of credit advances pursuant to the agreement. At September 30, 1999,
$800,000 in cash advances were outstanding against this line of credit and
approximately $1,004,000 in letter of credit advances were outstanding.
The agreement terminated on June 30, 1999 and the bank agreed to extend the line
of credit until September 30, 1999 pending completion of their renewal process.
Management has been advised that the bank's credit committee has approved a
request to renew the agreement under similar terms and conditions.
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 which were collateralized by a
restricted cash balance totaled $742,000 as of September 30, 1999.
NOTE E - COMMITMENTS AND CONTINGENCIES
At September 30, 1999, the company had performance and advance
payment guarantees outstanding on various sales contracts totaling $310,000.
These guarantees were backed by insurance bonds, which do not require cash
collateral.
The company is subject to various legal proceedings in the normal course of
business. Management believes the outcome of these proceedings will not have a
material adverse effect on the company's financial position or results of
operations.
<PAGE>
NOTE F - RISKS AND UNCERTAINTIES
The Year 2000 issue relates to limitations in computer systems and
applications that may prevent proper recognition of the year 2000. The potential
effect of the Year 2000 issue on the company and its business partners will not
be fully determinable until the year 2000 and thereafter. If Year 2000
modifications are not properly completed either by the company or entities with
which the company conducts business, the company's financial position and
results of operations could be adversely impacted.
NOTE G - GAIN FROM DEMUTUALIZATION
The company holds investments in certain life insurance policies
issued by Manulife Financial Corporation. As a result of the demutualization of
Manulife in September 1999, the company has recorded a gain of $817,000 based on
the price of the shares issued to the company on the date of the
demutualization.
NOTE H - NET EARNINGS (LOSS) PER SHARE
The company's basic net earnings (loss) per share amounts is
computed by dividing net earnings (loss) by the weighted average number of
outstanding common shares. The company's diluted net earnings (loss) per share
is computed by dividing net earnings (loss), plus the interest expense (net of
tax) applicable to convertible debentures by the weighted average number of
outstanding common shares and common share equivalents relating to stock options
and convertible debentures, when dilutive.
For the three and nine months ended September 30, 1999, 55,814 and 50,149 shares
of common stock equivalents were included in the computation of diluted net
earnings (loss) per share. Options to purchase 44,110 and 72,893 shares of
common stock with an average exercise price of $7.03 and $6.51 per share were
outstanding for the three and nine months ended September 30, 1999, but were not
included in the computation of diluted net earnings (loss) per share because to
do so would have been anti-dilutive. Additionally, 69,306 shares from the
assumed conversion of convertible debentures at $7.27 per share were not
included in the computation of diluted net earnings (loss) per share for the
three and nine months ended September 30, 1999 because to do so would have been
anti-dilutive.
For the three and nine months ended September 30, 1998, 97,030 and 55,503 shares
of common stock equivalents were included in the computation of diluted net
earnings (loss) per share, including 46,203 and 15,401 shares of common stock
equivalents based on the assumed conversion of
<PAGE>
convertible debentures. Options to purchase 258,115 and 242,861 shares of common
stock with an average exercise price of $4.90 and $4.75 were outstanding for the
three and nine months ended September 30, 1998, but were not included in the
computation of diluted net loss per share because to do so would have been
anti-dilutive.
In August 1999, the company's Board declared a one-for-ten stock split which was
distributed on October 15, 1999, to shareholders of record on September 30,
1999. The Board also declared a $.045 per share cash dividend that was paid on
September 30, 1999, to shareholders of record on September 15, 1999. Share and
per share data has been restated to reflect the effects of the one-for-ten stock
split.
NOTE I - SEGMENT INFORMATION
During 1999 and 1998, the company had one reportable segment: Napco
defense-related products. Napco manufactures and supplies a wide variety of
defense-related products to governments and commercial customers around the
world. A substantial portion of Napco's sales are replacement parts for U.S.
made military and tracked vehicles.
Major Customers
Sales to a customer in one foreign country accounted for approximately 15
percent of Napco's sales for the nine months ended September 30, 1999. Sales to
a customer in one other foreign country accounted for approximately 28 percent
of Napco's sales for the nine months ended September 30, 1998. In general, the
company considers Napco's sales to customers in specific countries to be more
relevant than sales to individual foreign customers because the primary risks
with respect to its export sales relate to 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.
Sales to U.S. government agencies accounted for 28 percent of Napco's sales for
the nine months ended September 30, 1998.
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
September 30, 1999 and 1998
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,
certain of which are set forth 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 U.S. government agencies accounted for
approximately 28 percent of net sales for the nine months ended September 30,
1998. For the year ended December 31, 1998, sales to U.S. government agencies
accounted for approximately 35 percent of Napco sales. For the nine months ended
September 30, 1999, sales to a customer in a foreign country accounted for 15
percent of net sales. For the year ended December 31, 1998, sales to a customer
in one other foreign country accounted for 20 percent of net sales. Other
factors such as competition, the potential for labor disputes and interruption
in sources of supply also could cause results to differ.
RESULTS OF OPERATIONS
Net Sales
Napco sales decreased to $5,164,000 for the three months ended September 30,
1999, a decrease of approximately 58 percent from $12,209,000 for the three
months ended September 30, 1998. For the nine months ended September 30, 1999
and 1998, Napco sales were $17,902,000 and $32,284,000, respectively. Management
had expected that third quarter
<PAGE>
and year-to-date sales in 1999 would be down based on a lower backlog at the
start of the year (see Backlog).
Sales for both the three and nine month periods in 1998 were up significantly
due to shipments against two large programs. Sales on a Napco $15.9 million
contract with the U.S. Government for M113 upgrade kits totaled approximately
$1.5 million during the third quarter and $8.2 million for the first nine months
of 1998. Shipments against a contract for repowering kits for the M41 light tank
totaled approximately $5 million and $8.1 million for the same periods a year
ago.
Costs of Products Sold
Cost of products sold was approximately 72 percent of net sales in the third
quarter and first nine months of 1999, compared with 71 percent of net sales for
the same periods in 1998.
Napco markets a wide variety of defense-related products, with relatively high
variation in cost of products sold from product to product.
Operating Expenses
Napco operating expenses were $1,694,000 for the third quarter of 1999, down
$473,000 from $2,167,000 in the third quarter of last year. On a year-to-date
basis, Napco operating expenses decreased by $1,154,000 in 1999, totaling
$5,103,000, compared with $6,257,000 in 1998.
Napco sales and marketing expenses decreased to $743,000 in this year's third
quarter from $837,000 for the same period a year ago. Commission expense
included in sales and marketing expense was $148,000, or approximately 3 percent
of net sales during the third quarter of 1999, compared with $245,000, or
approximately 2 percent of net sales during the third quarter of 1998. Napco
paid no commission on either of the two large programs that comprised a
significant portion of sales during the first nine months of 1998, resulting in
the lower percentage of commission expense a year ago. Excluding commission
expense, Napco sales and marketing expenses of $595,000 were nearly the same in
this year's third quarter compared with $592,000 for the prior year third
quarter. Napco sales and marketing expenses were $2,275,000 and $2,648,000 for
the nine months ended September 30, 1999 and 1998. Excluding commission expense,
<PAGE>
Napco sales and marketing expenses were $1,852,000 for the nine months ended
September 30, 1999 and $2,028,000 for the nine months ended September 30, 1998.
Year-to-date sales and marketing expenses decreased in part due to lower
prototype expenses and bad debt reserves. In addition, Napco has reduced certain
other expenditures, also in response to lower sales.
Napco administrative expenses decreased to $483,000 in the third quarter of
1999, from $920,000 for the same period a year ago. Nine month administrative
expenses were $1,498,000 and $2,194,000 in 1999 and 1998. In 1999's third
quarter, certain administrative expenses were lower due to expense reductions
made in response to this year's lower level of sales. In addition,
administrative expenses were up in the third quarter and year-to-date in 1998
due to incentive compensation accruals.
Napco warehousing expense totaled $468,000 during the third quarter of 1999,
compared with $410,000 for the same period last year. Third quarter warehousing
expense was higher in comparison to the same period last year due to certain
costs that have been incurred in connection with a current U.S. government
program (see Backlog). Year-to-date warehousing expenses were $1,330,000 in
1999, down from $1,415,000 for the first nine months of 1998. Warehousing
expenses were lower on a year-to-date basis as a result of reductions made in
response to lower sales levels this year.
Corporate overhead expenses, included in administrative expense, were $165,000
in the third quarter of 1999, compared with $200,000 for the same period a year
earlier. Year-to-date corporate overhead expenses were $626,000 in 1999 compared
with $614,000 in 1998.
Operating Profit (Loss)
The company reported an operating loss of $401,000 for the third quarter of
1999, compared with an operating profit of $1,177,000 for the last year's third
quarter. On a year-to-date basis, the company reported an operating loss of
$784,000 in 1999, compared with an operating profit of $2,461,000 for the first
nine months of 1998.
Napco reported an operating loss of $236,000 for the quarter ended September 30,
1999, compared with an operating profit of $1,377,000 for the third quarter last
year. For the first nine months of 1999, Napco reported an operating loss of
$158,000, compared with an operating profit of $3,075,000
<PAGE>
reported for the same period a year ago. The third quarter and nine month
operating losses in 1999 are primarily attributable to the decline in sales this
year.
Other Income (Expense)
Other income includes rental income, net of expenses, of $160,000 and $180,000
for the third quarters of 1999 and 1998. Year-to-date, rental income, net of
expenses, was $434,000 in 1999 and $472,000 in 1998.
The company recorded a gain of $817,000 in the third quarter of 1999 as a result
of the demutualization of Manulife Financial Corporation in September 1999. The
company holds investments in certain life insurance policies issued by Manulife
Financial Corporation, and the gain was recorded based on the price of the
shares issued to the company on the date of the demutualization.
Other income in 1998 included a $196,000 gain from life insurance proceeds.
Interest expense was $148,000 in the third quarter of 1999, compared with
$191,000 for the same period a year ago. Interest expense was $440,000 and
$618,000 for the nine months ended September 30, 1999 and 1998. Higher interest
expense in 1998 was attributable to increased borrowings against the company's
line of credit, which were required to finance the higher level of sales last
year.
Income Taxes
The company did not record tax expense for the quarter and nine months ended
September 30, 1999 as the company had net operating loss carry forwards
sufficient to offset its taxable income. The company recorded income tax expense
of $184,000 and $219,000 for the three and nine months ended September 30, 1998,
respectively. While the company had net operating loss carryforwards sufficient
to offset a substantial portion of its taxable income in 1998, income tax
expense was attributable to alternative minimum tax.
Equity in Losses of Unconsolidated Subsidiary
The company recorded $1,040,000 of equity in losses of unconsolidated subsidiary
for its 45 percent share of Atio USA's losses for the nine months ended
September 30, 1998.
<PAGE>
The company's investment in Atio USA was fully written off during 1998.
Backlog
Year end backlog can indicate the level of sales in the subsequent year.
Therefore, management has expected that 1999 sales would be significantly lower
than in 1998 based on December 31, 1998 backlog of $12,266,000, compared with
backlog of $36,687,000 at December 31, 1997.
Napco's backlog was $17,193,000 at September 30, 1999, compared with $15,855,000
at September 30, 1998.
In February 1999, Napco received a $4.5 million order from TACOM for upgrade
kits for 164 armored personnel carriers. This order is a follow-on to an earlier
$15.9 million order that was substantially shipped in 1998. For the first nine
months of 1999, Napco has booked a total of $23,652,000 in new orders, up
approximately 53 percent over new orders of $15,440,000 as of September 30,
1998.
FINANCIAL CONDITION
The company's current ratio was 2.6 to one at September 30, 1999, compared with
3.2 to one at the end of 1998. Long-term debt at September 30, 1999 and December
31, 1998 was $4,213,000 and $4,424,000, and was approximately 20 percent of
total assets. Cash and cash equivalents at September 30, 1999 were $492,000,
compared with $3,009,000 at December 31, 1998.
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 up to
$1,000,000 of certain letters of credit be collateralized 100 percent with a
restricted cash balance. The agreement also provides for cash or letter of
credit advances up to $3,000,000, collateralized by the cash surrender value of
certain of the company's life insurance policies. Letters of credit may be
issued for up to $1,000,000 against this line, with the balance available for
cash advances.
Advances on the $4,000,000 line of credit bear interest at the bank's base rate.
At September 30, 1999, approximately $1,196,000 was available for cash and
letter of credit advances pursuant to the agreement. At September 30, 1999,
$800,000 in cash advances were outstanding against this line
<PAGE>
of credit and approximately $1,004,000 in letter of credit advances were
outstanding.
The agreement terminated on June 30, 1999 and the bank agreed to extend the line
of credit until September 30, 1999 pending completion of their renewal process.
Management has been advised that the bank's credit committee has approved a
request to renew the agreement under similar terms and conditions.
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 which were collateralized by a
restricted cash balance totaled $742,000 as of September 30, 1999.
Management believes that the company's present cash reserves and available
credit should be sufficient to fund its operations and to collateralize all
international transactions. In addition, 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 non-current assets.
Inflation has not adversely affected the company's business and
financial performance. The company is not capital intensive and, therefore,
depreciation on a current cost basis would not significantly affect results. The
company had no material commitments for capital expenditures as of September 30,
1999.
Year 2000 Analysis
The Year 2000 issue relates to limitations in computer systems and
applications that may prevent proper recognition of the Year 2000. The potential
effect of the Year 2000 issue on the company and its business partners will not
be fully determinable until the year 2000 and thereafter. If Year 2000
modifications are not properly completed either by the company or entities with
which the company conducts business, the company's financial position and
results of operations could be adversely impacted.
The company has initiated a comprehensive project to prepare for the year 2000
("Y2K"). The company has identified three areas determined to be critical for
successful Y2K
<PAGE>
compliance: (1) internal financial and information systems, (2) production and
other equipment that utilize embedded microprocessors, and (3) third-party
relationships.
INTERNAL FINANCIAL AND INFORMATION SYSTEMS
Like many organizations, the company's most significant exposure to Y2K issues
lies in its internal information systems. The company's initial assessment of
its Y2K status determined that, while the company had relatively few Y2K
specific issues to address, the solutions required the company to undertake a
comprehensive migration of its overall information systems to more current and
Y2K compliant technologies. The company identified a set of information systems
technologies that are Y2K compliant as its migration target and then identified
the steps necessary to assure its successful migration to these target
technologies and its Y2K compliance.
The major portion of this migration was completed during the first nine months
of 1999. The remaining required steps are scheduled to be completed by December
31, 1999. The company is in the process of obtaining written confirmation of Y2K
compliance for each of its target technologies. The company has obtained the
majority of these confirmations through direct correspondence with the vendor or
via other vendor published materials. In order to insure compliance in this
area, the company has mailed a letter/survey to all its information systems
vendors.
Management believes that the completion of these steps will eliminate the
majority of potential Y2K issues; however, in the worst case scenario, isolated
problems may occur that may cause minor interruptions in service. Management is
finalizing a contingency plan for addressing these problems as they occur. This
plan will be completed prior to the end of 1999.
PRODUCTION AND OTHER EQUIPMENT THAT UTILIZE EMBEDDED MICROPROCESSORS
Equipment that utilizes embedded microprocessors and associated software may be
affected by Y2K problems. Such equipment includes intelligent office equipment
such as copiers, heating, ventilation, air conditioning and other building
control systems, intelligent production equipment such as CNC machines, test
equipment such as coordinate measuring machines, and products for resale which
use embedded microprocessors. The company has determined that its production
equipment will generally not be impacted by Y2K issues and is obtaining written
confirmation of Y2K compliance for equipment which may be at risk. Management
<PAGE>
believes that, in the worst case scenario, isolated production delays could
occur due to compliance problems.
THIRD-PARTY RELATIONSHIPS
The company's ability to perform is dependent on the ability of its suppliers
and vendors to perform. As such, the company's ability to perform may be
negatively impacted by a supplier's inability to perform due to its Y2K
problems.
The company has identified its current key suppliers and in January 1999 began a
process of assessing the compliance status and plans of these key suppliers. The
company categorized its key suppliers based on the importance of the supplier to
the company's business. Initially, surveys were mailed to all suppliers and the
company continues to follow-up with suppliers who have not yet responded or are
not yet compliant. Based on the results to date of this assessment process, the
company believes the risk of disruption to its business due to a non-compliant
supplier to be minimal.
The company has reviewed this list of suppliers on an ongoing basis to determine
compliance levels, identify compliance concerns, develop contingency plans for
suppliers with compliance problems, and to add suppliers to the list as
necessary.
ESTIMATED COSTS
The company has not fully and completely estimated its Y2K compliance costs at
this time. The company has spent approximately $192,000 on hardware and software
products and services for its internal information systems to insure Y2K
compliance. All costs for Y2K compliance have been expensed in the period
incurred and have been paid for from operating funds. The company does not
anticipate any additional significant outside expenditures in order to achieve
compliance.
While the company has not completed an assessment of the estimated internal time
and associated wages for compliance activities, it estimates that its total
compliance cost (including external expenditures and internal resources) will be
approximately $270,000. The company has updated this cost assessment quarterly.
The company believes that it has taken the necessary and appropriate actions
required to insure that its Y2K risks are minimal. It believes that it has
identified its areas of concern and it believes that it is positioned to
complete all necessary activities to assure compliance prior to January 1, 2000.
<PAGE>
Cost estimates are based on currently available information and are management's
best estimates. However, there is no guarantee that these estimates will be
achieved, and actual results may differ from those anticipated. Developments
which could affect estimates include, but are not limited to, the availability
and cost of trained personnel; the ability to locate and correct all relevant
code and equipment; and planning and modification success of third party
suppliers of products and services as well as customers. The company will
continue to assess and evaluate cost estimates and target dates for year 2000
compliance on a periodic basis.
Shareholder Information
The company's common stock is traded on the Nasdaq Stock Market's National
Market. On May 20, 1999, Nasdaq notified the company that it was not in
compliance with the Nasdaq' public float requirement which requires a minimum
value of $5,000,000 for shares not held directly or indirectly by any officer or
director, and any other person who is the beneficial owner of more than 10
percent of the total shares outstanding. On September 22, 1999, the company was
advised by Nasdaq that it was in compliance with the market value of public
float requirement necessary for continued listing on the Nasdaq National Market.
On August 5, 1999, the company's Board declared a one-for-ten stock split which
was distributed on October 15, 1999, to shareholders of record on September 30,
1999. The Board also declared a $.045 per share cash dividend that was paid on
September 30, 1999, to shareholders of record on September 15, 1999.
<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: November 11, 1999
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