UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12117
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VENTURIAN CORP.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1460782
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(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 August 9, 1999
-----------------------------
$1.00 par value common shares 1,218,368
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
June 30, 1999 and December 31, 1998 3
Consolidated Condensed Statements of Operations
Three and six months ended June 30, 1999 and 1998 4
Consolidated Condensed Statements of Cash Flows
Six months ended June 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)
(Unaudited)
June 30, December 31,
1999 1998
-------- --------
(Unaudited)
Current assets
Cash and cash equivalents $ 1,921 $ 3,009
Restricted cash 710 790
Accounts receivable, less allowance
for doubtful accounts of $217
in June 1999 and in December 1998 4,804 4,579
Inventories 4,681 4,587
Prepaid expenses 173 223
-------- --------
Total current assets 12,289 13,188
Property and equipment - at cost
Buildings and improvements 1,916 1,916
Equipment 6,315 6,144
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8,231 8,060
Less accumulated depreciation and amortization 5,952 5,739
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2,279 2,321
Land 230 230
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2,509 2,551
Other assets
Cash surrender value of life insurance, net 3,601 3,445
Rental real estate, net of depreciation 2,810 2,891
Other 383 405
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6,794 6,741
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$ 21,592 $ 22,480
======== ========
Liabilities and Shareholders' Equity
Current liabilities
Bank overdraft $ 470 $ 161
Current maturities of long-term debt 211 211
Accounts payable 1,854 1,565
Advances from customers 105 36
Accrued liabilities 1,262 2,206
-------- --------
Total current liabilities 3,902 4,179
Long-term debt, less current maturities 4,284 4,424
Deferred compensation and postretirement benefits 2,035 2,180
Commitments and contingencies -- --
Shareholders' equity
Common stock - $1 par value 1,217 1,212
Additional contributed capital 16,044 16,016
Accumulated deficit (5,890) (5,531)
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11,371 11,697
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$ 21,592 $ 22,480
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 5,664 $ 12,679 $ 12,738 $ 20,075
Cost of products sold 4,253 9,255 9,251 14,287
----------- ----------- ----------- -----------
Gross profit 1,411 3,424 3,487 5,788
Operating expenses
Sales and marketing 732 869 1,532 1,811
Administrative 731 1,018 1,476 1,688
Warehousing 383 461 862 1,005
----------- ----------- ----------- -----------
Total operating expenses 1,846 2,348 3,870 4,504
----------- ----------- ----------- -----------
Operating profit (loss) (435) 1,076 (383) 1,284
Other income (expense)
Investment income 16 15 42 20
Interest expense (142) (208) (292) (427)
Rental income 184 174 274 292
Gain from life insurance proceeds -- -- -- 196
Other -- -- -- 4
----------- ----------- ----------- -----------
Total 58 (19) 24 85
----------- ----------- ----------- -----------
Earnings (loss) before income taxes and
equity in losses of unconsolidated subsidiary (377) 1,057 (359) 1,369
Income taxes -- 35 -- 35
----------- ----------- ----------- -----------
Earnings (loss) before equity
in losses of unconsolidated subsidiary (377) 1,022 (359) 1,334
Equity in losses of unconsolidated subsidiary -- (540) -- (1,040)
----------- ----------- ----------- -----------
Net earnings (loss) $ (377) $ 482 $ (359) $ 294
=========== =========== =========== ===========
Net earnings (loss) per share - Basic $ (.31) $ .43 $ (.30) $ .26
=========== =========== =========== ===========
Net earnings (loss) per share - Diluted $ (.31) $ .41 $ (.30) $ .25
=========== =========== =========== ===========
Weighted average shares outstanding
Basic 1,215,735 1,132,762 1,214,101 1,131,348
Diluted 1,215,735 1,183,514 1,214,101 1,162,928
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Six months ended
June 30,
1999 1998
------- -------
Cash flows from operating activities:
Net earnings (loss) $ (359) $ 294
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 294 261
Issuance of common stock for services 30 30
Gain from life insurance proceeds -- (196)
Equity in losses of unconsolidated subsidiary -- 1,040
Change in assets and liabilities:
Restricted cash (94) (2,147)
Accounts receivable (225) (1,452)
Inventories 80 (3,121)
Prepaid expenses 50 350
Accounts payable 289 1,082
Advances from customers 69 1,743
Accrued liabilities (944) 2,196
Deferred compensation and
postretirement benefits 69 116
Payments on deferred compensation
and postretirement benefits (214) (178)
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Total adjustments (596) (276)
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Net cash used in operating activities (955) 18
Cash flows from investing activities:
Purchase of property and equipment (171) (277)
Increase in cash surrender value (156) (207)
Proceeds from life insurance -- 828
Other 22 6
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Net cash provided by (used in) investing activities (305) 350
Cash flows from financing activities
Bank overdraft 309 (15)
Payments on long-term debt (140) (176)
Proceeds from long-term debt -- 160
Proceeds from line of credit -- 6,450
Payments on line of credit -- (7,000)
Proceeds from issuance of common stock 3 --
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Net cash provided by (used in) financing activities 172 (581)
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Net decrease in cash and cash equivalents (1,088) (213)
Beginning cash and cash equivalents 3,009 473
------- -------
Ending cash and cash equivalents $ 1,921 $ 260
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 178 $ 296
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 $2,524,000 at June 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 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. In July 1999, the company extended this date to September 30,
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 June 30, 1999, approximately $2,136,000 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 June 30, 1999 and approximately $864,000 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 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 $710,000 as of June 30, 1999.
NOTE D - COMMITMENTS AND CONTINGENCIES
At June 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.
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
<PAGE>
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 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 and six months ended June 30, 1999, the company incurred net
losses and therefore common stock equivalents related to options of 30,799 and
43,015 for the three and six months ended June 30, 1999 and convertible
debentures of 63,005 were excluded from diluted shares outstanding.
Additionally, options to purchase 120,100 and 79,350 shares of common stock with
an average price of $6.77 and $7.01 were outstanding for the three and six
months ended June 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.
For the three and six months ended June 30, 1998, 50,752 and 31,581 shares of
common stock equivalents were included in the computation of diluted net
earnings (loss) per share. Options to purchase 41,600 and 46,300 shares of
common stock with an average exercise price of $7.74 and $6.47 per share were
outstanding for the three and six months ended June 30, 1998, but were not
included in the computation of diluted net earnings (loss) per share 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.
<PAGE>
Segment information for the company is as follows (in thousands):
Six months ended June 30,
1999 1998
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Revenues from external customers ....... $12,738 $20,075
Segment depreciation and amortization .. 189 162
Segment profit ......................... 78 1,698
Segment assets ......................... 16,689 22,562
Reconciliation to Consolidated Amounts
1999 1998
------- -------
Total depreciation and amortization
for reportable segments .............. $ 189 $ 162
Unallocated amount
for corporate headquarters ........... 105 99
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Total consolidated depreciation
and amortization ...................... $ 294 $ 261
======= =======
Profit or Loss
Total profit or loss
for reportable segments ............... $ 78 $ 1,698
Unallocated amounts
Corporate headquarters ............... (461) (414)
Rental income, net ................... 274 292
Gain from life insurance proceeds .... -- 196
Interest, net ........................ (250) (407)
Other ................................ -- 4
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Consolidated earnings (loss) before
income taxes and equity in losses
of unconsolidated subsidiary ......... $ (359) $ 1,369
======= =======
Major Customers
Sales to a customer in one foreign country accounted for approximately 18
percent of Napco's sales for the six months ended June 30, 1999. Sales to a
customer in one other foreign country accounted for approximately 22 percent of
Napco's sales for the six months ended June 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 36 percent of Napco's sales for the
six months ended June 30, 1998.
<PAGE>
NOTE H - SUBSEQUENT EVENT
At its regular meeting of the Board of Directors on August 5, 1999, the
company's Board declared a one-for-ten stock split which will be distributed on
or about October 15, 1999, to shareholders of record on September 30, 1999. The
Board also declared a $.05 per share cash dividend that will be paid on
September 30, 1999, to shareholders of record on September 15, 1999. Net
earnings (loss) per share has not been restated to reflect the effects of the
one-for-ten stock split.
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
June 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 36 percent of net sales for the six months ended June 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 six months ended
June 30, 1999, sales to a customer in a foreign country accounted for 18 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 $5,664,000 for the three months ended June 30, 1998,
down approximately 55 percent from $12,679,000 for the three months ended June
30, 1998. For the six months ended June 30, 1999 and 1998, Napco sales were
$12,738,000 and $20,075,000. Management had expected that second quarter and
year-to-date sales in 1999 would be down based on a lower backlog at the start
of the year (see Backlog).
<PAGE>
Sales for both the three and six 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 $5,339,000
during the second quarter and $6,795,000 for the first six months of 1998.
Shipments against a contract for repowering kits for the M41 light tank totaled
approximately $2,581,000 and $3,079,000 for the same periods a year ago.
Costs of Products Sold
For the second quarter, cost of products sold was approximately 75 percent of
net sales in 1999 and 73 percent of net sales in 1998. Cost of products sold for
Napco sales was 73 percent and 71 percent of net sales for the six months ended
June 30, 1999 and 1998, respectively.
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
Napco operating expenses decreased to $1,605,000 for the second quarter of 1999,
compared with $2,119,000 for the second quarter of last year. On a year-to-date
basis, Napco operating expenses were also down in 1999, totaling $3,409,000,
compared with $4,090,000 in 1998.
Napco sales and marketing expenses decreased by $137,000 to $732,000 in this
year's second quarter from $869,000 for the same period a year ago. Commission
expense included in sales and marketing expense was $125,000, or approximately 2
percent of net sales during the second quarter of 1999, compared with $97,000,
or approximately 1 percent of net sales during the second quarter a year ago.
Napco paid no commission on either of the two large programs that comprised a
significant portion of sales during the second quarter in 1998, resulting in the
lower percentage of commission expense a year ago. Excluding commission expense,
Napco sales and marketing expenses decreased by $165,000 to $607,000 in this
year's second quarter from $772,000 for the same period in 1998. Napco sales and
marketing expenses were $1,532,000 and $1,811,000 for the
<PAGE>
six months ended June 30, 1999 and 1998. Excluding commission expense, Napco
sales and marketing expenses were $1,257,000 for the six months ended June 30,
1999 and $1,436,000 for the same period a year ago. Sales and marketing expenses
decreased in part due to lower bank charges and bad debt reserves as a result of
the decrease in sales. In addition, Napco has reduced certain other
expenditures, also in response to lower sales.
Napco administrative expenses decreased to $490,000 in the second quarter of
1998, from $789,000 for the same period a year ago. Year-to-date administrative
expenses were $1,015,000 and $1,274,000 in 1999 and 1998. In 1999's second
quarter, Napco reduced certain administrative expenses as a result of the lower
level of sales. These reductions were offset in part due to expenses incurred to
upgrade Napco's information systems. Administrative expenses were up in the
second quarter and year-to-date in 1998, primarily due to incentive compensation
accruals.
Napco warehousing expense was $383,000 during the second quarter of 1999,
compared with $461,000 for the same period last year. Year-to-date warehousing
expenses decreased to $862,000 in 1999, down from $1,005,000 for the first half
of 1998. Higher costs during both periods last year were attributable to higher
warehousing costs associated with the large U.S. Government program.
Corporate overhead expenses, included in administrative expense, were $241,000
in the second quarter of 1999, compared with $229,000 for the same period a year
earlier. Year-to-date corporate overhead expenses were $461,000 in 1999 compared
with $414,000 in 1998. Higher expense levels in both the quarter and
year-to-date periods are mainly attributable to costs incurred in connection
with pursuing the company's strategy of becoming a participant in the
consolidating defense industry.
Operating Profit (Loss)
The company reported an operating loss of $435,000 for the second quarter of
1999, compared with an operating profit of $1,076,000 for the second quarter
last year. On a year-to-date basis, the company reported an operating loss of
$383,000 in 1999, compared with an operating profit of $1,284,000 for the first
half of 1998.
Napco reported an operating loss of $194,000 for the quarter ended June 30,
1999, compared with an operating profit of
<PAGE>
$1,305,000 for the second quarter last year. For the first half of 1999, Napco
reported an operating profit of $78,000, compared with an operating profit of
$1,698,000 reported for the first six months of 1998. The second quarter
operating loss and low level of year-to-date profit in 1999 are attributable to
the decline in sales this year.
Other Income (Expense)
Other income includes rental income, net of expenses, of $184,000 and $174,000
for the second quarters of 1999 and 1998. Year-to-date, rental income, net of
expenses, was $274,000 in 1999 and $292,000 in 1998.
Other income in 1998 included a $196,000 gain from life insurance proceeds
recorded during the first quarter.
Interest expense decreased to $142,000 in the second quarter of 1999, from
$208,000 for the same period a year ago. Interest expense was $292,000 for the
first half of 1999, compared with $427,000 for the first six months of 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.
Income Taxes
The company did not record a tax benefit for the quarter and six months ended
June 30, 1999 because no taxes would have been recoverable from a carryback of
the net loss. The company recorded income tax expense of $35,000 for the three
and six months ended June 30, 1998. 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 $540,000 and $1,040,000 of equity in losses of
unconsolidated subsidiary for its 45 percent share of Atio USA's losses for the
three and six months ended June 30, 1998. The company's investment in Atio USA
was fully written off during the second quarter last year.
<PAGE>
Backlog
Napco's backlog was $16,617,000 at June 30, 1999, compared with $24,789,000 at
June 30, 1998, which included approximately $6 million from a $15.9 million
contract from the U.S. Tank-Automotive Armaments Command (TACOM) for upgrade
kits for 659 M113 armored personnel carriers. This order was substantially
shipped during 1998 and was fully completed during the first quarter of 1999.
Backlog at December 31, 1998 was $12,266,000. 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. 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
the earlier $15.9 million order. For the first six months of 1999, Napco has
booked a total of $16,220,000 in new orders, up approximately 60 percent over
new order of $10,126,000 as of June 30, 1998.
FINANCIAL CONDITION
The company's current ratio was 3.1 to one at June 30, 1999, compared with 3.2
to one at the end of 1998. Long-term debt at June 30, 1999 and December 31, 1998
was $4,284,000 and $4,424,000, and was approximately 20 percent of total assets.
Cash and cash equivalents at June 30, 1999 were $1,921,000, 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 June 30, 1999, approximately $2,136,000 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 June 30, 1999 and approximately
$864,000 in letter of credit advances were outstanding.
<PAGE>
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 $710,000 as of June 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 June 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 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
<PAGE>
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 major portion of this migration was completed during the first half 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 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
<PAGE>
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 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.
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 $250,000. 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.
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
<PAGE>
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. Nasdaq advised the company that it
would be provided ninety calendar days in which to regain compliance with the
public float requirement. If the company is unable to demonstrate compliance
with the minimum $5,000,000 market value of public float requirement on or
before the end of the ninety day period ending August 20, 1999, the company's
securities will be delisted by Nasdaq at the opening of business on August 24,
1999.
At its regular meeting of the Board of Directors on August 5, 1999, the
company's Board declared a one-for-ten stock split which will be distributed on
or about October 15, 1999, to shareholders of record on September 30, 1999. The
Board also declared a $.05 per share cash dividend that will be paid on
September 30, 1999, to shareholders of record on September 15, 1999.
Based upon the dividend action taken by the board and recent trading levels of
Venturian common stock, which has been at or near the price required to
demonstrate compliance with the public float requirement since July 28, 1999,
the company intends to request an extension of time in which to meet the NASDAQ
requirement.
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 27. Financial Data Schedule (for SEC use only)
b) No report on Form 8-K was filed during the quarter for which this report
is filed.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VENTURIAN CORP.
(Registrant)
By: /s/ Mary F. Jensen
Mary F. Jensen
Chief Financial Officer
Date: August 12, 1999
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