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, 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.
(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, 1999
--------------------------
$1.00 par value common shares 1,212,868
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
March 31, 1999 and December 31, 1998 3
Consolidated Condensed Statements of Operations
Three months ended March 31, 1999 and 1998 4
Consolidated Condensed Statements of Cash Flows
Three months ended March 31, 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 9
PART II. Other information
Item 6. Exhibits and Reports on Form 8-K 16
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ------------
(Unaudited)
Current assets
<S> <C> <C>
Cash and cash equivalents $ 1,027 $ 3,009
Restricted cash 722 790
Accounts receivable, less allowance
for doubtful accounts of $217
in March 1999 and in December 1998 6,381 4,579
Inventories 4,639 4,587
Prepaid expenses 250 223
-------- --------
Total current assets 13,019 13,188
Property and equipment - at cost
Buildings and improvements 1,916 1,916
Equipment 6,205 6,144
-------- --------
8,121 8,060
Less accumulated depreciation and amortization 5,841 5,739
-------- --------
2,280 2,321
Land 230 230
-------- --------
2,510 2,551
Other assets
Cash surrender value of life insurance, net 3,570 3,445
Rental real estate, net of depreciation 2,850 2,891
Other 394 405
-------- --------
6,814 6,741
-------- --------
$ 22,343 $ 22,480
======== ========
Liabilities and Shareholders' Equity
Current liabilities
Bank overdraft $ 647 $ 161
Current maturities of long-term debt 210 211
Accounts payable 1,800 1,565
Advances from customers 85 36
Accrued liabilities 1,474 2,206
-------- --------
Total current liabilities 4,216 4,179
Long-term debt, less current maturities 4,335 4,424
Deferred compensation and postretirement benefits 2,077 2,180
Commitments and contingencies -- --
Shareholders' equity
Common stock - $1 par value 1,212 1,212
Additional contributed capital 16,016 16,016
Accumulated deficit (5,513) (5,531)
-------- --------
11,715 11,697
-------- --------
$ 22,343 $ 22,480
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
Three months ended
March 31,
---------------------------
1999 1998
----------- -----------
Net sales $ 7,074 $ 7,396
Cost of products sold 4,998 5,032
----------- -----------
Gross profit 2,076 2,364
Operating expenses
Sales and marketing 800 942
Administrative 745 670
Warehousing 479 544
----------- -----------
Total operating expenses 2,024 2,156
----------- -----------
Operating profit 52 208
Other income (expense)
Interest income 26 5
Interest expense (150) (219)
Rental income, net of expenses 90 118
Gain from life insurance proceeds -- 196
Other -- 4
----------- -----------
Total (34) 104
----------- -----------
Earnings before income taxes and
equity in losses of unconsolidated subsidiary 18 312
Income taxes -- --
----------- -----------
Earnings before equity
in losses of unconsolidated subsidiary 18 312
Equity in losses of unconsolidated subsidiary -- (500)
----------- -----------
Net earnings (loss) $ 18 $ (188)
=========== ===========
Net loss per share - Basic $ .01 $ (.17)
=========== ===========
Net loss per share - Diluted $ .01 $ (.17)
=========== ===========
Weighted average shares outstanding
Basic 1,212,468 1,129,834
Diluted 1,267,699 1,129,834
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)
Three months ended
March 31,
1999 1998
------- -------
Cash flows from operating activities:
Net earnings (loss) $ 18 ($ 188)
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 143 129
Gain from life insurance proceeds -- (196)
Equity in losses of unconsolidated subsidiary -- 500
Change in assets and liabilities:
Accounts receivable (1,802) (2,113)
Inventories (52) (2,218)
Restricted cash 68 (69)
Prepaid expenses (27) 208
Other -- --
Accounts payable 235 815
Advances from customers 49 (247)
Accrued liabilities (732) 537
Deferred compensation and
postretirement benefits 15 58
Payments on deferred compensation
and postretirement benefits (118) (81)
------- -------
Total adjustments (2,221) (2,677)
------- -------
Net cash used in operating activities (2,203) (2,865)
Cash flows from investing activities:
Purchase of property and equipment (61) (55)
Increase in cash surrender value (125) (166)
Proceeds from life insurance -- 729
Other 11 3
------- -------
Net cash provided by (used in) investing activities (175) 511
Cash flows from financing activities
Bank overdraft 486 (463)
Payments on long-term debt (90) (125)
Proceeds from line of credit -- 2,700
------- -------
Net cash provided by (used in) financing activities 396 2,112
------- -------
Net decrease in cash and cash equivalents (1,982) (242)
Beginning cash and cash equivalents 3,009 473
------- -------
Ending cash and cash equivalents $ 1,027 $ 231
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 93 $ 173
Income taxes 6 2
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 $2,315,000 at March 31, 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 is subject to Atio raising additional equity
capital of at least $5,000,000 from a third party on or prior to July 31, 1999.
<PAGE>
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 March 31, 1999, approximately $2,300,000 was available for cash and letter of
credit advances pursuant to the agreement. There were no advances outstanding
against this line of credit as of March 31, 1999 and approximately $700,000 in
letter of credit advances were outstanding.
The agreement terminates on June 30, 1999. Management expects 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 $722,000 as of March 31, 1999.
NOTE D - COMMITMENTS AND CONTINGENCIES
At March 31, 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.
NOTE E - 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
<PAGE>
the company or entities with whom the company conducts business, the company's
financial position and results of operations could be adversely impacted.
NOTE F - NET EARNINGS (LOSS) PER SHARE
The company's basic net earnings (loss) per share amounts have been
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 months ended March 31, 1999, 55,231 shares of common stock
equivalents were included in the computation of diluted net earnings (loss) per
share.
Options to purchase 38,600 and 196,050 shares of common stock with an average
exercise price of $7.77 and $4.83 per share were outstanding for the three
months ended March 31, 1999 and 1998, but were not included in the computation
of diluted net earnings (loss) per share because to do so would have been
anti-dilutive. Additionally, 63,005 shares of common stock equivalents based on
the assumed conversion of convertible debentures were not included in the
computation of diluted net earnings (loss) per share for the three months ended
March 31, 1999 because to do so would have been anti-dilutive.
NOTE G - 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.
Segment information for the company is as follows (in thousands):
Three months ended March 31,
1999 1998
---- ----
Revenues from external customers.......... $ 7,074 $ 7,396
Depreciation and amortization............. 90 81
Segment profit (loss)..................... 272 393
Segment assets............................ 16,623 19,436
Expenditures for long-lived assets........ 143 200
<PAGE>
Reconciliation to Consolidated Amounts
1999 1998
---- ----
Total depreciation and amortization
for reportable segments ........................ $ 90 $ 81
Unallocated amount
for corporate headquarters ..................... 53 48
----- -----
Total consolidated depreciation
and amortization ................................ $ 143 $ 129
===== =====
Profit or Loss
Total profit or loss
for reportable segments ......................... $ 272 $ 393
Unallocated amounts
Corporate headquarters ......................... (220) (185)
Rental income, net ............................. 90 118
Gain from life insurance proceeds .............. -- 196
Interest, net .................................. (124) (214)
Other .......................................... -- 4
----- -----
Consolidated earnings (loss) before
income taxes and equity in losses
of unconsolidated subsidiary ................... $ 18 $ 312
===== =====
Major Customers
For the three months ended March 31, 1999, sales to a customer in one foreign
country accounted for 21 percent of Napco's sales. Sales to a customer in one
other foreign country accounted for 20 percent of Napco's sales for the three
months ended March 31, 1998 and for the year ended December 31, 1998. Sales to a
customer in another foreign country accounted for 12 percent of Napco's sales
for the three months ended March 31, 1998, but were less than 10 percent of
Napco's sales for the year ended December 31, 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 8 percent and 27 percent of
Napco's sales for the three months ended March 31, 1999 and 1998. For the year
ended December 31, 1998, sales to U.S. government agencies accounted for 35
percent of Napco's sales.
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
March 31, 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
8 percent and 27 percent of net sales for the three months ended March 31, 1999
and 1998. For the year ended December 31, 1998, sales to U.S. government
agencies accounted for 35 percent of Napco sales. For the three months ended
March 31, 1999, sales to a customer in a foreign country accounted for 21
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
Net sales decreased to $7,074,000 for the first three months of 1999, compared
with net sales of $7,396,000 during the quarter ended March 31, 1998. In 1999,
net sales included the final shipment of $461,000 to the U.S. government against
a $15.9 million contract. During the first quarter last year, sales included
shipments of approximately $1,456,000 against this order. Based on backlog of
$12,266,000 at December 31, 1998, management expects that sales in 1999 will not
be at the same level as in 1998 (see Backlog).
<PAGE>
Cost of Products Sold
Cost of products sold was 70.7 percent of net sales for the first quarter of
1999, compared with 68.0 percent of net sales for the first three months of
1998. Napco markets a wide variety of defense-related products, with relatively
high variation in cost of products sold from product to product. In 1998, the
company reported lower cost of products sold because a portion of costs related
to services provided by Napco's in-country representative. These costs are
included in sales and marketing expense as a part of the commission paid to the
representative.
Operating Expenses
Consolidated operating expenses were $2,024,000 and $2,156,000 for the three
months ended March 31, 1999 and 1998.
Napco operating expenses were $1,804,000 for the first three months of 1999,
compared to $1,971,000 for the first quarter of 1998.
Napco sales and marketing expenses decreased by $142,000 to $800,000 in the
first quarter of 1999, compared with $942,000 for the first quarter last year.
Commission expense included in sales and marketing expense was $151,000, or 2
percent of Napco sales for the three months ended March 31, 1999, compared with
$278,000 or 4 percent of Napco sales for the same period in 1998. Excluding
commission expense, sales and marketing expense was $649,000 and $664,000 for
the first quarters of 1999 and 1998.
Napco administrative expenses were $525,000 for the three months ended March 31,
1999, compared to $485,000 in last year's first quarter.
Napco warehousing expenses decreased to $479,000 in the first quarter this year,
compared with $544,000 for first quarter of 1998. During 1998, warehousing costs
were higher, primarily due to additional warehousing costs incurred in
connection with the $15.9 million U.S. Government contract.
Corporate overhead expenses were $220,000 and $185,000 for the three months
ended March 31, 1999 and 1998. Corporate overhead increased in 1999, primarily
due to costs incurred in connection with pursuing the company's strategy to
become a participant in the consolidating defense industry.
<PAGE>
Operating Profit
The company reported a $52,000 operating profit for the first quarter of 1999,
compared with an operating profit of $208,000 for the first quarter a year ago.
Napco reported operating profit of $272,000 and $393,000 for the three months
ended March 31, 1999 and 1998. A decrease in sales was the primarily reason for
a decline in operating profit in 1999's first quarter.
Other Income (Expense)
Rental income, net of expenses, was $90,000 and $118,000 for the first quarters
of 1999 and 1998. Rental income decreased in 1999 due to higher costs associated
with lease renewals this year.
Other income during 1998 included a $196,000 gain from life insurance proceeds.
Interest expense was $150,000 in the first quarter of 1999, compared with
$219,000 for the same period a year ago. The decrease in interest expense was
attributable to lower borrowings against the company's line of credit.
Income Taxes
The company did not record income tax expense for the three months ended March
31, 1999 and 1998 because the company had net operating loss carryforwards
sufficient to offset its taxable income.
Equity in Losses of Unconsolidated Subsidiary
The company recorded $500,000 of equity in losses of unconsolidated subsidiary
for its 45 percent share of Atio USA's losses for the three months ended March
31, 1998. The company's investment in Atio USA was fully written off during
1998.
Backlog
Napco's backlog was $14,910,000 at March 31, 1999, compared with $35,516,000 at
March 31, 1998. Backlog at December 31, 1998 was $12,266,000. The backlog at
March 31, 1998 included approximately $13 million from a $15.9 million, 659 kit
order from the U.S. Tank-Automotive Armaments Command (TACOM) for the upgrade
kits for M113 armored personnel carriers. This order was substantially shipped
during 1998
<PAGE>
and was fully completed during the first quarter of 1999. In February 1999,
Napco received a $4.5 million order from TACOM for upgrade kits for an
additional 164 personnel carriers. Year end backlog can indicate the level of
sales in the subsequent year. Therefore, management expects that 1999 sales will
be significantly lower than in 1998 based on December 31, 1998 backlog.
FINANCIAL CONDITION
The company's current ratio was 3.1 to one at March 31, 1999, compared with 3.2
to one at the end of 1998. Long-term debt at March 31, 1999 and December 31,
1998 was $4,335,000 and $4,424,000, and was approximately 19 and 20 percent of
total assets at the end of the quarter. Cash and cash equivalents at March 31,
1999 decreased to $1,027,000, 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 March 31, 1999, approximately $2,300,000 was available for cash and letter of
credit advances pursuant to the agreement. There were no cash advances
outstanding against this line of credit at March 31, 1999 and approximately
$700,000 in letter of credit advances were outstanding.
Napco has additional lines of credit available for international transactions 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 $722,000 as of March 31, 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.
<PAGE>
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 March 31,
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 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
more 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 majority of this migration has been completed during the first quarter of
1999. The remaining required steps are scheduled to be completed by September 1,
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
developing a contingency plan for addressing these problems
<PAGE>
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
believes that, in the worst case scenario, isolated production delays could
occur due to compliance problems. Management is developing a contingency plan
for addressing these problems as they occur. This plan will be completed prior
to the end of 1999.
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 the
company mailed surveys to each of these vendors. The company has received
replies from approximately two-thirds of the vendors. The company sent follow-up
letters to vendors who did not reply to this survey by the end of the first
quarter of 1999, and expects to complete an assessment of its Y2K exposure, and
develop contingency plans for any Y2K issues that may be identified, in the
second quarter of 1999.
The company intends to review 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 $150,000 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.
<PAGE>
While the company has not completed its 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 $240,000. The company intends to refine 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.
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.
<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: May 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,027
<SECURITIES> 0
<RECEIVABLES> 6,598
<ALLOWANCES> 217
<INVENTORY> 6,381
<CURRENT-ASSETS> 13,019
<PP&E> 8,351
<DEPRECIATION> 5,841
<TOTAL-ASSETS> 22,343
<CURRENT-LIABILITIES> 4,216
<BONDS> 0
0
0
<COMMON> 1,212
<OTHER-SE> 10,513
<TOTAL-LIABILITY-AND-EQUITY> 22,343
<SALES> 7,074
<TOTAL-REVENUES> 7,074
<CGS> 4,998
<TOTAL-COSTS> 4,998
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 150
<INCOME-PRETAX> 18
<INCOME-TAX> 0
<INCOME-CONTINUING> 18
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
