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, 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.
---------------
(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 10, 2000
---------------------------
$1.00 par value common shares 1,312,539
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
March 31, 2000 and December 31, 1999 3
Consolidated Condensed Statements of Earnings
Three months ended March 31, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows
Three months ended March 31, 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 15
2
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 415 $ 1,249
Restricted cash 537 545
Marketable securities -- 402
Accounts receivable, less allowance
for doubtful accounts of $200
in March 2000 and in December 1999 5,160 4,443
Inventories 6,211 6,736
Prepaid expenses and other 232 242
------------ ------------
Total current assets 12,555 13,617
Property and equipment - at cost
Buildings and improvements 1,929 1,929
Equipment 6,331 6,235
------------ ------------
8,260 8,164
Less accumulated depreciation and amortization 6,120 6,021
------------ ------------
2,140 2,143
Land 230 230
------------ ------------
2,370 2,373
Other assets
Cash surrender value of life insurance, net 3,866 3,740
Rental real estate, net 2,740 2,781
Other 343 335
------------ ------------
6,949 6,856
------------ ------------
$ 21,874 $ 22,846
============ ============
Liabilities and Shareholders' Equity
Current liabilities
Bank overdraft $ 608 $ 348
Note payable to bank 300 --
Current maturities of long-term debt 231 230
Accounts payable 2,161 1,930
Advances from customers 986 2,207
Accrued liabilities 1,160 1,464
------------ ------------
Total current liabilities 5,446 6,179
Long-term debt, less current maturities 4,098 4,179
Deferred compensation and postretirement benefits 1,897 1,961
Commitments and contingencies -- --
Shareholders' equity
Common stock - $1 par value 1,320 1,341
Additional contributed capital 15,813 15,917
Accumulated deficit (6,700) (6,731)
------------ ------------
10,433 10,527
------------ ------------
$ 21,874 $ 22,846
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Earnings
(In thousands, except share and per share data)
(Unaudited)
Three months ended
March 31,
-----------------------------
2000 1999
------------ ------------
Net sales $ 7,044 $ 7,074
Cost of products sold 5,083 4,998
------------ ------------
Gross profit 1,961 2,076
Operating expenses
Sales and marketing 816 800
Administrative 680 745
Warehousing 460 479
------------ ------------
Total operating expenses 1,956 2,024
------------ ------------
Operating profit 5 52
Other income (expense)
Interest income 14 26
Interest expense (145) (150)
Rental income, net of expenses 157 90
------------ ------------
26 (34)
------------ ------------
Earnings before income taxes 31 18
Income taxes -- --
------------ ------------
Net earnings $ 31 $ 18
============ ============
Net earnings per share - Basic $ .02 $ .01
============ ============
Net earnings per share - Diluted $ .02 $ .01
============ ============
Weighted average shares outstanding
Basic 1,331,854 1,333,715
Diluted 1,364,991 1,394,469
The accompanying notes are an integral part of these statements.
4
<PAGE>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 31 $ 18
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 140 143
Change in assets and liabilities:
Accounts receivable (717) (1,802)
Inventories 525 (52)
Restricted cash 8 68
Prepaid expenses and other 10 (27)
Accounts payable 231 235
Advances from customers (1,221) 49
Accrued liabilities (304) (732)
Deferred compensation and
postretirement benefits 54 15
Payments on deferred compensation
and postretirement benefits (118) (118)
----------- -----------
Total adjustments (1,392) (2,221)
----------- -----------
Net cash used in operating activities (1,361) (2,203)
Cash flows from investing activities:
Proceeds from sales of marketable securities 402 --
Purchase of property and equipment (96) (61)
Increase in cash surrender value (126) (125)
Other (8) 11
----------- -----------
Net cash provided by (used in) investing activities 172 (175)
Cash flows from financing activities
Bank overdraft 260 486
Proceeds from line of credit 1,800 --
Payments on line of credit (1,500) --
Payments on long-term debt (80) (90)
Proceeds from issuance of common stock 12 --
Purchases of common stock (137) --
----------- -----------
Net cash provided by financing activities 355 396
----------- -----------
Net decrease in cash and cash equivalents (834) (1,982)
Beginning cash and cash equivalents 1,249 3,009
----------- -----------
Ending cash and cash equivalents $ 415 $ 1,027
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 94 $ 93
Income taxes -- 6
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
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 $2,037,000 at March 31, 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,
6
<PAGE>
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 March 31, 2000, approximately $1,623,000 was available for cash and letter of
credit advances pursuant to the agreement. At March 31, 2000, $300,000 in cash
advances were outstanding against this line of credit and approximately
$2,077,000 in letter of credit advances were outstanding.
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 $537,000 as of March 31, 2000.
NOTE D - COMMITMENTS AND CONTINGENCIES
At March 31, 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 months ended March 31, 2000, 33,137 shares of common stock
equivalents were included in the computation of diluted net earnings (loss) per
share. Options to purchase 131,890 shares of common stock with a weighted
average exercise price of $6.16 per share were outstanding for the three months
ended March 31, 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 from the assumed conversion of convertible
debentures at $7.27 per share were not included
7
<PAGE>
in the computation of diluted net earnings (loss) per share for the three months
ended March 31, 2000 because to do so would have been anti-dilutive.
For the three months ended March 31, 1999, 60,754 shares of common stock
equivalents were included in the computation of diluted net earnings (loss) per
share. Options to purchase 42,460 shares of common stock with a weighted average
exercise price of $7.06 were outstanding for the three months ended March 31,
1999, but were not included in the computation of diluted net earnings (loss)
per share because to do so would have been anti-dilutive. Additionally, 69,305
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 months ended March 31, 1999 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 March 31, 2000, the company repurchased 23,000 shares of common stock for
$137,000. On April 17, 2000, the company repurchased 7,500 shares of common
stock for $34,000.
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 13
percent and 21 percent of Napco's sales for the three months ended March 31,
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 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 33 percent and 8 percent of
Napco's sales for the three months ended March 31, 2000 and 1999.
8
<PAGE>
NOTE G - SUBSEQUENT EVENTS
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 is collateralized by the stock of LROD, and is
payable in an installment of $300,000 on May 31, 2000 and an installment of
$210,000, plus interest on the note at 7 percent, on June 30, 2000. The LROD
shares are unregistered and subject to customary trading restrictions.
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 MarketSM, 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 is required to file an application for new
listing on or before May 16, 2000 in connection with this transfer. The company
believes it meets, and will continue to meet, the inclusion standards for the
Nasdaq SmallCap Market. The company does not believe that listing on the
SmallCap Market will have a material adverse effect on the price and liquidity
of the company's common stock.
9
<PAGE>
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
March 31, 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
33 percent and 8 percent of net sales for the three months ended March 31, 2000
and 1999. For the three months ended March 31, 2000 and 1999, sales to a
customer in one foreign country accounted for 13 percent and 21 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 were $7,044,000 in the first quarter of 2000, compared with net sales
of $7,074,000 for the first three months of 1999. During the first quarter of
this year, net sales included shipments of $2,146,000 against an order from the
U.S. government totaling $4.5 million for upgrade kits for the M113 armored
personnel carrier. Management expects the balance of this order will be shipped
during the second quarter of this year. In the first quarter of 1999, net sales
included the final shipment of $461,000 to the U.S. government against a $15.9
million contract for 659 of these kits. Based on backlog of $23,413,000 at
December 31, 1999, management expects that sales in 2000 should increase over
the balance of the year compared with sales a year ago (see Backlog).
10
<PAGE>
Cost of Products Sold
Cost of products sold was 72.2 percent of net sales for the first quarter of
2000, compared with 70.7 percent of net sales for the first three months of last
year. Napco markets a wide variety of defense-related products, with relatively
high variation in cost of products sold from product to product.
Operating Expenses
Consolidated operating expenses were $1,956,000 and $2,024,000 for the three
months ended March 31, 2000 and 1999.
Napco operating expenses were $1,777,000 for the first quarter of 2000, compared
to $1,804,000 for the first quarter a year ago.
Napco sales and marketing expenses were $816,000 and $800,000 for the quarters
ended March 31, 2000 and 1999. Commission expense included in sales and
marketing expense was $75,000, or 1 percent of Napco sales for the three months
ended March 31, 2000, compared with $151,000, or 2 percent of Napco sales for
the same period in 1999. This year, commission expense was lower because a
larger percentage of total sales was derived from sales to the U.S. government,
on which no commission is paid. Excluding commission expense, sales and
marketing expense was $741,000 and $649,000 for the first quarters of 2000 and
1999. Sales and marketing expense, excluding commission expense, increased
during the first three months of 2000 primarily due to higher costs for new
product development as well as increased consulting costs.
Napco administrative expenses were $501,000 for the three months ended March 31,
2000, compared to $525,000 in last year's first quarter.
Napco warehousing expenses totaled $460,000 in the first quarter this year,
compared with $479,000 for the same period a year ago.
Corporate overhead expenses, included in administrative expense, were $179,000
and $220,000 for the three months ended March 31, 2000 and 1999.
11
<PAGE>
Operating Profit
The company reported a $5,000 operating profit for the first quarter of 2000,
compared with an operating profit of $52,000 for the first quarter a year ago.
Napco reported operating profit of $184,000 and $272,000 for the three months
ended March 31, 2000 and 1999. An increase in cost of products sold was the
primary reason for a decline in operating profit in this year's first quarter.
Other Income (Expense)
Rental income, net of expenses, was $157,000 and $90,000 for the first quarters
of 2000 and 1999. The increase in rental income compared with last year was
partly attributable to lower utilities costs in 2000. In addition, rental income
was lower in 1999 due to higher costs associated with lease renewals last year.
Interest expense was $145,000 in the first quarter of 2000, compared with
$150,000 for the same period a year ago.
Income Taxes
The company did not record income tax expense for the three months ended March
31, 2000 and 1999 because the company had net operating loss carryforwards
sufficient to offset its taxable income.
Backlog
Napco's backlog was $19,990,000 at March 31, 2000, compared with $14,910,000 at
March 31, 1999. Backlog at December 31, 1999 was $23,413,000. 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 December 31,
1999 backlog.
FINANCIAL CONDITION
The company's current ratio was 2.3 to one at March 31, 2000, compared with 2.2
to one at the end of 1999. Long-term debt at March 31, 2000 and December 31,
1999 was approximately 19 and 18 percent of total assets. Cash and cash
equivalents at March 31, 2000 decreased to $415,000, 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
12
<PAGE>
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 March 31, 2000, approximately $1,623,000 was available for cash and letter of
credit advances pursuant to the agreement. At March 31, 2000, $300,000 in cash
advances were outstanding against this line of credit and approximately
$2,077,000 in letter of credit advances were outstanding.
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 $537,000 as of March 31, 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. 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 March 31, 2000.
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
March 31, 2000, the company repurchased 23,000 shares of common stock for
$137,000. On April 17, 2000, the company repurchased 7,500 shares of common
stock for $34,000.
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
13
<PAGE>
promissory note is collateralized by the stock of LROD, and is payable in an
installment of $300,000 on May 31, 2000 and an installment of $210,000, plus
interest on the note at 7 percent, on June 30, 2000. The LROD shares are
unregistered and subject to customary trading restrictions.
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 MarketSM, 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 is required to file an application for new listing on
or before May 16, 2000 in connection with this transfer. The company believes it
meets, and will continue to meet, the inclusion standards for the Nasdaq
SmallCap Market. The company does not believe that listing on the SmallCap
Market will have a material adverse effect on the price and liquidity of the
company's common stock.
14
<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.
15
<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 10, 2000
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 415
<SECURITIES> 0
<RECEIVABLES> 5,360
<ALLOWANCES> 200
<INVENTORY> 6,211
<CURRENT-ASSETS> 12,556
<PP&E> 8,490
<DEPRECIATION> 6,120
<TOTAL-ASSETS> 21,874
<CURRENT-LIABILITIES> 5,446
<BONDS> 0
0
0
<COMMON> 1,320
<OTHER-SE> 9,113
<TOTAL-LIABILITY-AND-EQUITY> 21,874
<SALES> 7,044
<TOTAL-REVENUES> 7,044
<CGS> 5,083
<TOTAL-COSTS> 5,083
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 145
<INCOME-PRETAX> 31
<INCOME-TAX> 0
<INCOME-CONTINUING> 31
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31
<EPS-BASIC> .02
<EPS-DILUTED> .02
</TABLE>
