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, 2000
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
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(State or other jurisdication of IRS Employer ID Number
incorporation or organziation)
11111 Excelsior Boulevard, Hopkins, MN 55343
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(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, 2000
-----------------------------
$1.00 par value common shares 1,312,539
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VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
June 30, 2000 and December 31, 1999 3
Consolidated Condensed Statements of Operations
Three and six months ended June 30, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows
Six months ended June 30, 2000 and 1999 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2.
Management's Discussion and Analysis of
the Results of Operations and Financial Condition 10
PART II. Other information
Item 6. Exhibits and Reports on Form 8-K 16
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Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 253 $ 1,249
Restricted cash 28 545
Marketable securities -- 402
Accounts receivable, less allowance
for doubtful accounts of $229
in June 2000 and in December 1999 5,332 4,443
Inventories 5,180 6,736
Prepaid expenses and other 120 242
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Total current assets 10,913 13,617
Property and equipment - at cost
Buildings and improvements 2,104 1,929
Equipment 6,331 6,235
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8,435 8,164
Less accumulated depreciation and amortization 6,220 6,021
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2,215 2,143
Land 230 230
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2,445 2,373
Other assets
Cash surrender value of life insurance, net 3,897 3,740
Rental real estate, net 2,770 2,781
Investment 965 --
Other 331 335
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7,963 6,856
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$ 21,321 $ 22,846
============ ============
Liabilities and Shareholders' Equity
Current liabilities
Bank overdraft $ 346 $ 348
Note payable to bank 550 --
Current maturities of long-term debt 231 230
Accounts payable 1,725 1,930
Advances from customers 81 2,207
Accrued liabilities 1,408 1,464
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Total current liabilities 4,341 6,179
Long-term debt, less current maturities 4,184 4,179
Deferred compensation and postretirement benefits 1,848 1,961
Commitments and contingencies -- --
Shareholders' equity
Common stock - $1 par value 1,313 1,341
Additional contributed capital 15,786 15,917
Accumulated deficit (6,151) (6,731)
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10,948 10,527
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$ 21,321 $ 22,846
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
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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,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 8,260 $ 5,664 $ 15,304 $ 12,738
Cost of products sold 5,539 4,253 10,622 9,251
------------ ------------ ------------ ------------
Gross profit 2,721 1,411 4,682 3,487
Operating expenses
Sales and marketing 885 732 1,701 1,532
Administrative 689 731 1,369 1,476
Warehousing 396 383 856 862
------------ ------------ ------------ ------------
Total operating expenses 1,970 1,846 3,926 3,870
------------ ------------ ------------ ------------
Operating profit (loss) 751 (435) 756 (383)
Other income (expense)
Investment income 3 16 17 42
Interest expense (172) (142) (317) (292)
Rental income 219 184 376 274
Other (42) -- (42) --
------------ ------------ ------------ ------------
Total 8 58 34 24
------------ ------------ ------------ ------------
Earnings (loss) before income taxes 759 (377) 790 (359)
Income taxes 210 -- 210 --
------------ ------------ ------------ ------------
Net earnings (loss) $ 549 $ (377) $ 580 $ (359)
============ ============ ============ ============
Net earnings (loss) per share - Basic $ .42 $ (.28) $ .44 $ (.27)
============ ============ ============ ============
Net earnings (loss) per share - Diluted $ .41 $ (.28) $ .43 $ (.27)
============ ============ ============ ============
Weighted average shares outstanding
Basic 1,314,105 1,337,308 1,322,979 1,335,511
Diluted 1,337,650 1,337,308 1,351,320 1,335,511
</TABLE>
The accompanying notes are an integral part of these statements.
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Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 580 $ (359)
Adjustments to reconcile net earnings (loss) to net
cash used in operating activities:
Depreciation and amortization 280 294
Change in assets and liabilities: -- 30
Restricted cash 517 (94)
Accounts receivable (889) (225)
Inventories 1,556 80
Prepaid expenses and other 122 50
Accounts payable (205) 289
Advances from customers (2,126) 69
Accrued liabilities (56) (944)
Deferred compensation and
postretirement benefits 82 69
Payments on deferred compensation
and postretirement benefits (195) (214)
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Total adjustments (914) (596)
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Net cash used in operating activities (334) (955)
Cash flows from investing activities:
Proceeds from sales of marketable securities 402 --
Purchase of property and equipment (341) (171)
Purchase of investment (965) --
Increase in cash surrender value (157) (156)
Other 4 22
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Net cash used in investing activities (1,057) (305)
Cash flows from financing activities
Bank overdraft (2) 309
Proceeds from line of credit 5,050 --
Payments on line of credit (4,500) --
Proceeds from long-term debt 175 --
Payments on long-term debt (169) (140)
Proceeds from issuance of common stock 12 3
Purchases of common stock (171) --
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Net cash provided by financing activities 395 172
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Net decrease in cash and cash equivalents (996) (1,088)
Beginning cash and cash equivalents 1,249 3,009
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Ending cash and cash equivalents $ 253 $ 1,921
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 236 $ 178
Income taxes -- 6
</TABLE>
The accompanying notes are an integral part of these statements.
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VENTURIAN CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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 $2,047,000 at June 30, 2000 and $1,992,000 at December 31, 1999, 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 - 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 provides
that cash or letter of credit advances be collateralized by the cash surrender
value of certain of the company's life insurance policies,
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certain accounts receivable and inventory, or a restricted cash balance.
Advances on the $4,000,000 line of credit bear interest at the bank's base rate.
At June 30, 2000, approximately $1,407,000 was available for cash and letter of
credit advances pursuant to the agreement. At June 30, 2000, $550,000 in cash
advances were outstanding against this line of credit and approximately
$2,043,000 in letter of credit advances were outstanding.
On June 14, 2000, the company completed an agreement with its bank whereby the
bank will lend up to $2,000,000, collateralized by the company's warehouse
facility. Advances on the line bear interest at the bank's base rate plus .25
percent. At June 30, 2000, $2,000,000 was available for advances pursuant to
this agreement.
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 $28,000 as of June 30, 2000.
NOTE D - COMMITMENTS AND CONTINGENCIES
At June 30, 2000, 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 - NET EARNINGS (LOSS) PER SHARE
The company's basic net earnings (loss) per share amounts are 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, 2000, 23,545 and 28,341 shares of
common stock equivalents were included in
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the computation of diluted net earnings (loss) per share. Options to purchase
170,690 and 151,290 shares of common stock with a weighted average exercise
price of $5.85 and $5.99 per share, respectively, were outstanding for the three
and six months ended June 30, 2000, but were not included in the computation of
diluted net earnings (loss) per share because to do so would have been
anti-dilutive. Additionally, 69,305 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 and six
months ended June 30, 2000 because to do so would have been anti-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 33,879 and
47,316 for the three and six months ended June 30, 1999 and convertible
debentures of 69,305 were excluded from diluted shares outstanding.
Additionally, options to purchase 132,110 and 87,285 shares of common stock with
an average price of $6.15 and $6.37 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.
NOTE F - SHAREHOLDERS' EQUITY
On February 10, 2000, the Board of Directors authorized the repurchase
of up to five percent of the company's then outstanding shares of common stock.
As of June 30, 2000, the company had repurchased 30,500 shares of common stock
for $171,000.
NOTE G - SEGMENT INFORMATION
During 2000 and 1999, 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 16 and 18
percent of Napco's sales for the six months ended June 30, 2000 and 1999. 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
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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 43 percent of Napco's sales for
the six months ended June 30, 2000. Sales to U.S. government agencies accounted
for 36 percent of Napco's sales for the six months ended June 30, 1999.
NOTE H - INVESTMENT
On April 28, 2000, the company closed on an agreement and plan of
merger whereby its investment in Atio Corporation USA, Inc. was converted into
shares of CE Software Holdings, Inc. CE Software Holdings, Inc. changed its name
to Lightning Rod Software, Inc. and began trading under the Nasdaq symbol LROD
after completion of the merger. Venturian received 236,842 shares of LROD in
exchange for its existing investment in Atio Corporation USA, Inc., and
purchased an additional 148,900 shares of LROD in exchange for indebtedness of
$155,000, $300,000 in cash, and a promissory note payable to LROD in the amount
of $510,000. The promissory note was repaid as of June 30, 2000. The LROD shares
are unregistered and subject to customary trading restrictions. The investment
has been recorded using the cost method.
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VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
June 30, 2000 and 1999
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 43 percent and 36 percent of net sales for the six months ended
June 30, 2000 and 1999. For the six months ended June 30, 2000 and 1999, sales
to a customer in a foreign country accounted for 16 percent and 18 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 increased to $8,260,000 for the three months ended June 30, 2000, up
approximately 46 percent from $5,664,000 for the three months ended June 30 a
year ago. For the six months ended June 30, 2000 and 1999, Napco sales were
$15,304,000 and $12,738,000. Management expected that second quarter and
year-to-date sales in 2000 would be higher than last year based on increased
backlog at the start of the year. Based on current backlog, management expects
higher sales to continue over the balance of 2000, compared with sales in 1999.
(See Backlog.)
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Costs of Products Sold
For the second quarter, cost of products sold was approximately 69 percent of
net sales in 2000, compared with 73 percent of net sales for the same period a
year ago. Cost of products sold for Napco sales was 69 percent and 73 percent of
net sales for the six months ended June 30, 2000 and 1999, respectively.
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 $1,840,000 for the second quarter of 2000,
compared with $1,605,000 for the second quarter of 1999. On a year-to-date
basis, Napco operating expenses were $3,617,000 for the six months ended June
30, 2000, compared with $3,409,000 for the same period a year ago.
Napco sales and marketing expenses were $885,000 and $732,000 for the three
months ended June 30, 2000 and 1999. Year-to-date, sales and marketing expenses
were $1,701,000 in 2000, compared with $1,532,000 for the first six months of
1999. Commission expense included in sales and marketing expense decreased to
$50,000 and $125,000, less than 1 percent of net sales, for the second quarter
and first six months of 2000, compared to $125,000 and $275,000, or
approximately 2 percent of net sales for the same periods in 1999. Napco paid no
commission on sales to the U.S. government during the second quarter and
year-to-date in 2000, resulting in the lower percentage of commission expense
than a year ago. Excluding commission expense, Napco sales and marketing
expenses increased to $835,000 in this year's second quarter, compared with
$608,000 for the same period in 1999. For the six months, sales and marketing
expenses excluding commission expense increased to $1,576,000 in 2000, compared
with $1,257,000 for the first six months of 1999. Exclusive of commission
expense, sales and marketing expenses increased during the second quarter and
first half of 2000 compared with a year ago primarily due to higher costs for
new product development as well as due to higher consultant costs related to
in-country representation to increase sales.
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Napco administrative expenses were $559,000 and $1,060,000 for the second
quarter and first half of 2000, compared with $490,000 and $1,015,000 for the
second quarter and first half of 1999.
Napco warehousing expense was $396,000 during the second quarter of 2000,
compared with $383,000 for the same period last year. Year-to-date warehousing
expenses decreased slightly to $856,000 in 2000, down from $862,000 for the
first six months of 1999.
Corporate overhead expenses, included in administrative expense, were $130,000
in the second quarter of 2000, compared with $241,000 for the same period a year
earlier. Year-to-date corporate overhead expenses were $309,000 in 2000 compared
with $461,000 in 1999. Higher expense levels in both the quarter and
year-to-date periods last year were mainly attributable to higher legal and
consulting costs.
Operating Profit (Loss)
The company reported operating profits of $751,000 and $756,000 for the second
quarter and first six months of 2000. The company reported operating losses of
$435,000 and $383,000 for the second quarter and first six months of 1999.
Napco reported an operating profit of $881,000 for the quarter ended June 30,
2000, compared with an operating loss of $194,000 for the quarter ended June 30,
1999. Napco reported an operating profit of $1,065,000 for the six months ended
June 30, 2000, compared with an operating profit of $78,000 for the six months
ended June 30, 1999. Improved results for both the quarter and year-to-date in
2000 are attributable to the higher level of sales this year compared with a
year ago.
Other Income (Expense)
Interest expense increased to $172,000 for the second quarter of 2000, compared
with $142,000 for the same period in 1999. Interest expense was $317,000 for the
first half of 2000, compared with $292,000 for the first six months of last
year. Higher interest expense this year was attributable to increased borrowings
against the company's line of credit.
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Income Taxes
The company recorded income tax expense of $210,000 for the three and six months
ended June 30, 2000. While the company had net operating loss carryforwards
sufficient to offset a substantial portion of its taxable income in 2000, income
tax expense was attributable to alternative minimum tax. 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.
Backlog
Napco's backlog was $19,318,000 at June 30, 2000, compared with $16,617,000 at
June 30, 1999. Backlog at December 31, 1999 was $23,413,000, compared with
backlog on December 31, 1998 of $12,266,000. Year end backlog can indicate the
level of sales in the subsequent year. Therefore, management expects that 2000
sales should increase over 1999 levels, based on the December 31, 1999 backlog.
FINANCIAL CONDITION
The company's current ratio was 2.5 to one at June 30, 2000, compared with 2.2
to one at the end of 1999. Long-term debt at June 30, 2000 and December 31, 1999
was approximately 20 percent and 18 percent of total assets. Cash and cash
equivalents at June 30, 2000 were $253,000, compared with $1,249,000 at December
31, 1999.
Napco has an agreement with a bank to provide a $4,000,000 line of credit for
international transactions and cash advances. The agreement provides that cash
or letter of credit advances be collateralized by the cash surrender value of
certain of the company's life insurance policies, certain accounts receivable
and inventory, or a restricted cash balance.
Advances on the $4,000,000 line of credit bear interest at the bank's base rate.
At June 30, 2000, approximately $1,407,000 was available for cash and letter of
credit advances pursuant to the agreement. At June 30, 2000, $550,000 in cash
advances were outstanding against this line of credit and approximately
$2,043,000 in letter of credit advances were outstanding.
On June 14, 2000, the company completed an agreement with its bank whereby the
bank will lend up to $2,000,000, collateralized by the company's warehouse
facility.
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Advances on the line bear interest at the bank's base rate plus .25 percent. At
June 30, 2000, $2,000,000 was available for advances pursuant to this agreement.
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 $28,000 as of June 30, 2000.
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 is
currently expanding its office/production facility at Napco's International
Precision Machining, Inc. (IPM) subsidiary. The estimated cost of the building
construction for the addition is $750,000 to $800,000. As of June 30, 2000, the
IPM has expended $175,000 in construction costs and has construction commitments
of approximately $584,000. IPM has a mortgage commitment from its bank to
finance the addition. The company had no other material commitments for capital
expenditures as of June 30, 2000.
On April 28, 2000, the company closed on an agreement and plan of merger whereby
its investment in Atio Corporation USA, Inc. was converted into shares of CE
Software Holdings, Inc. CE Software Holdings, Inc. changed its name to Lightning
Rod Software, Inc. and began trading under the Nasdaq symbol LROD after
completion of the merger. Venturian received 236,842 shares of LROD in exchange
for its existing investment in Atio Corporation USA, Inc., and purchased an
additional 148,900 shares of LROD in exchange for indebtedness of $155,000,
$300,000 in cash, and a promissory note payable to LROD in the amount of
$510,000. The promissory note was repaid as of June 30, 2000. The LROD shares
are unregistered and subject to customary trading restrictions. The fair value
of these shares at June 30, 2000 was $1,880,492.
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Shareholder Information
On February 10, 2000, the Board of Directors authorized the repurchase
of up to five percent of the company's then outstanding shares of common stock.
As of June 30, 2000, the company had repurchased 30,500 shares of common stock
for $171,000.
On May 3, 2000, the company was notified that the Nasdaq Listing
Qualifications Panel determined to transfer the listing of the company's common
stock to The Nasdaq SmallCap Market(SM), effective with the opening of business
on May 5, 2000, based on the company's non-compliance with Nasdaq's market value
of public float requirement. The company was required to file an application for
new listing on or before May 16, 2000 in connection with this transfer. On June
16, 2000, the company was notified that its stock had been approved for listing
on the Nasdaq SmallCap Market.
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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.
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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 10, 2000
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