<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark One
X Quarterly report pursuant to Section 13 or 15 (d)
- ----- of the Securities Exchange Act of 1934
For the quarterly period ended January 31, 1996 or
Transition report pursuant to Section 13 or 15 (d)
- ----- of the Securities Exchange Act of 1934
For the transition period from to
----------- -----------
Commission File Number 0-14836
GENERAL PARAMETRICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 94 -2835068
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
1250 Ninth Street, Berkeley, California 94710
- ---------------------------------------------
(Address of principal executive office including zip code)
(510)-524-3950
- --------------
(Telephone including area code)
Not Applicable
- --------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
At March 8, 1996, there were 5,334,653 shares of Common Stock of the Registrant
outstanding.
<PAGE> 2
GENERAL PARAMETRICS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1: Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
January 31, 1996 and October 31, 1995 3
Consolidated Condensed Statements of Operations
Quarter ended January 31, 1996 and 1995 4
Consolidated Condensed Statements of Cash Flows
Quarter ended January 31, 1996 and 1995 5
Notes to Consolidated Condensed Financial Statements 6
ITEM 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K 11
SIGNATURES
</TABLE>
-2-
<PAGE> 3
GENERAL PARAMETRICS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
Part I- Financial Information
Item 1
<TABLE>
<CAPTION>
Assets
January 31, October 31,
1996 1995
(unaudited)
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,208,000 $ 3,032,000
Marketable securities (Note 4) 3,672,000 3,246,000
Accounts receivable, net 1,666,000 1,599,000
Inventories (Note 3) 1,411,000 1,718,000
Prepaid expenses 128,000 36,000
Refundable income taxes 80,000 326,000
----------- -----------
Total current assets 10,165,000 9,957,000
Marketable securities (Note 4) 115,000 115,000
Property and equipment, net 54,000 58,000
----------- -----------
Total assets $10,334,000 $10,130,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 253,000 $ 331,000
Accrued compensation and benefits 154,000 169,000
Other accrued liabilities 322,000 317,000
------------ -----------
Total current liabilities 729,000 817,000
------------ -----------
Stockholders' equity (Note 5):
Common stock 53,000 51,000
Additional paid-in capital 3,280,000 3,038,000
Retained earnings 6,272,000 6,224,000
------------ -----------
9,605,000 9,313,000
------------ -----------
$ 10,334,000 $10,130,000
============ ===========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
- 3-
<PAGE> 4
GENERAL PARAMETRICS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Quarters Ended
January 31,
------------------
1996 1995
--------------------------
<S> <C> <C>
Net sales $2,002,000 $2,892,000
Cost of sales 1,242,000 1,796,000
---------- ----------
Gross profit 760,000 1,096,000
---------- ----------
Operating expenses:
Marketing and sales 339,000 556,000
Research and development 45,000 257,000
General and administrative 411,000 245,000
---------- ----------
795,000 1,058,000
---------- ----------
Income (loss) from operations (35,000) 38,000
Interest income 83,000 91,000
---------- ----------
Income before income taxes 48,000 129,000
Provision (benefit) for (from) income taxes - 39,000
---------- ----------
Net income $ 48,000 $ 90,000
========== ==========
Net income per share $ 0.01 $ 0.02
========== ==========
Average number of common shares and
common share equivalents 5,327,000 5,112,000
========== ==========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
- 4 -
<PAGE> 5
GENERAL PARAMETRICS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
January 31,
-----------------------------
1996 1995
-----------------------------
<S> <C> <C>
Cash flows provided (used) by operating
activities:
Net income $ 48,000 $ 90,000
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation, amortization and
deferred taxes 15,000 143,000
(Increase) decrease in current assets other than
cash, cash equivalents and
marketable securities 394,000 544,000
Increase (decrease) in current liabilities (88,000) (241,000)
---------- ----------
Net cash provided by operating activities 369,000 536,000
---------- ----------
Cash flows provided (used) by investing activities:
Marketable securities (426,000) 288,000
Purchases of property and equipment (11,000) (2,000)
Capitalized software development costs - (138,000)
---------- ----------
Net cash provided (used) by investing
activities (437,000) 148,000
---------- ----------
Cash flows provided (used) by financing activities:
Common Stock issued under Employee Stock
Purchase, Employee Stock Option and
Executive Bonus Plans 244,000 18,000
Payment of cash dividends - (306,000)
---------- ----------
Net cash provided (used) by financing
activities 244,000 (288,000)
---------- ----------
Net increase (decrease) in cash and cash equivalents 176,000 396,000
Cash and cash equivalents at beginning of period 3,032,000 693,000
---------- ----------
Cash and cash equivalents at beginning of period $3,208,000 $1,035,000
========== ==========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
- 5 -
<PAGE> 6
GENERAL PARAMETRICS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1- Financial Statements
The accompanying Consolidated Condensed Balance Sheet of General Parametrics
Corporation at January 31, 1996 and the Consolidated Condensed Statements of
Operations for the quarters ended January 31, 1996 and 1995, respectively, and
the Consolidated Condensed Statements of Cash Flows for the three months ended
January 31, 1996 and 1995, respectively, have not been audited by independent
accountants. However, in the opinion of management, all adjustments, consisting
only of normal, recurring adjustments necessary for a fair statement of the
results of operations for the interim periods, have been made.
The results of operations for the quarter ended January 31, 1996 are not
necessarily indicative of results expected for the fiscal year ended October 31,
1996. The Consolidated Condensed Financial Statements included in this Form 10-Q
should be read in conjunction with the audited Consolidated Financial Statements
and Notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995.
Note 2- Revenues from discontinued products
Effective October 31, 1995, the Company elected to terminate a portion of its
electronic presentation products, including VideoShow, VideoShow PRESENTER and
related products. Revenues for terminated products were $292,000 and $826,000
for the first quarters ended January 31, 1996 and 1995, respectively.
Note 3- Inventories
Inventories consisted of:
<TABLE>
<CAPTION>
January 31, October 31,
1996 1995
---------- ----------
<S> <C> <C>
Raw materials $ 480,000 $ 534,000
Work-in-progress 161,000 111,000
Finished goods 770,000 1,073,000
---------- ----------
$1,411,000 $1,718,000
========== ==========
</TABLE>
Note 4- Marketable securities
Marketable securities are stated at cost, which approximates market value.
Marketable securities maturing within one year are classified as current assets.
The Company's marketable securities are classified in accordance with Financial
Accounting Standards Board Statement No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". Under SFAS No. 115, management is
required to determine the appropriate classification of its securities at the
time of purchase and reevaluate such designation as of each balance sheet.
Held-to-maturity securities are reported at amortized cost. Available-for-sale
securities are carried at fair value, with unrealized gains and losses, net
reported in a separate component of shareholders' equity until disposition.
Realized gains and losses and declines in value judged to be other than
temporary are included in interest income.
- 6 -
<PAGE> 7
Marketable securities include the following held-to-maturity and available-for
sale securities as of January 31, 1996:
<TABLE>
<S> <C>
Held-to-maturity securities $3,053,000
Available-for-sale 734,000
----------
$3,787,000
==========
</TABLE>
Gross unrealized losses were not material to the financial statements taken as a
whole as of January 31, 1996.
Note 5- Merger
On December 4, 1995, the Company announced that it has entered into an agreement
to acquire all of the stock of EMCO Recycling Corp. ("EMCO"), a metal recycling
company that processes ferrous and non-ferrous metals. The agreement proposes
that EMCO will become a wholly-owned subsidiary of GPC, and the EMCO
shareholders will collectively receive a total of 3,500,000 shares of common
stock of GPC, plus warrants to purchase 600,000 shares of GPC at 4.00 per share,
plus warrants to purchase 400,000 shares at $6.00 per share, plus $1,150,000 in
cash. The agreement is conditioned upon completion of the Company's "due
diligence" review of EMCO, including an environmental assessment of EMCO's
properties. The Company intends to present the agreement to its stockholders for
approval and hopes to close the transaction as soon after the Annual Meeting as
is practicable.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales were $2,002,000 during the first quarter of fiscal 1996, a 30.8%
decrease compared to net sales of $2,892,000 during the first quarter of fiscal
1995. Effective October 31, 1995, the Company elected to terminate a portion of
its electronic presentation products, including VideoShow, VideoShow PRESENTER
and related products. Revenues for terminated products were $292,000 and
$826,000 for the first quarters ended October 31, 1996 and 1995, respectively.
The decrease in net sales was attributed to lower unit shipments for the
Company's terminated electronic presentation products and lower unit shipments
in the Company's color printer line of products. The decrease in the color
printer line of products was attributed to competitive product pressures such as
ink-jet, color laser and phase change printer products, as well as color thermal
and dye-sublimation product competition. The color printer market is a highly
competitive market and is increasingly becoming dominated by large, well known,
strongly capitalized companies with the ability to spend significantly more
resources than the Company. The Company continues its efforts at expansion of
its distribution and OEM channels for both color printers and consumables.
Through advertising and related programs, demonstration unit programs and
similar sales and marketing efforts, the Company will attempt to increase lead
count and ultimately sales. The Company is also attempting to expand its product
offerings through identification of new products that it can sell under its
label through its distribution channels. Other than decreases associated with
the wind-down of revenues associated with terminated products, the Company is
currently not aware of any items which would materially impact revenues either
positively or negatively from the first quarter 1996 levels for the foreseeable
future. There can be no assurance that the Company's efforts at lead count
generation, brand name identification, and expanded product offerings will be
successful or will lead to increased sales. In addition, increased competitive
pressures could result in further price reductions for the Company's existing
color thermal and dye sublimation products and consumables, which would have a
materially adverse impact on operating results.
- 7 -
<PAGE> 8
Gross profit was 38.0% of net sales for the first quarter of fiscal 1996,
compared to 37.9% for the same period one year ago. Although the overall margins
remained level with the prior year, increased competitive pressures could result
in further price reductions for the Company's continuing products, which could
have a material adverse impact on gross margins and operating results. In
addition, once the termination as noted above is completed, overall company
gross margins are could decrease. The Company currently expects gross margins
for its ongoing printer and consumables business to be in the 30% to 40% range
for fiscal 1996, however, due to significant competitive pressures, it is
expected that the margins would trend towards the lower end of the range.
Marketing and sales expenses were $339,000 (16.9% of the net sales) for the
first quarter of fiscal 1996, compared to $556,000 (19.2% of the net sales) for
the same period one year ago. The decrease in expenditures were the result of
planned reductions in payroll and related expenditures, travel and entertainment
costs and certain other expenditures. The Company currently expects that it will
incur slightly higher expenses in its second quarter of 1996 resulting from
additional costs associated with increased market activity.
Research and development costs were $45,000 (2.2% of the net sales) for the
first quarter of fiscal 1996, compared to $257,000 (8.9% of the net sales) for
the same period one year ago. The decreased expenditures were primarily in
payroll and related costs and overhead costs. As a result of the termination of
a portion of the Company's electronic presentation products business at the end
of the fourth quarter of fiscal 1995, the Company will spend significantly less
time and costs on research and development than it has in the past. The Company
will place more emphasis on the identification of new products that it can
acquire and re-sell under its own label, while maintaining the quality of its
existing color thermal and dye sublimation product offerings. The Company is
currently not aware of any items which would materially impact the trend of
research and development costs either positively or negatively from the level of
the first quarter of fiscal 1996.
General and administrative expenditures were $411,000 (20.5% of the net sales)
for the first quarter of fiscal 1996, compared to $245,000 (8.5% of the net
sales) for the same period one year ago. The increased expenditures were
primarily due to the recordation of signing bonuses and salaries for the
Company's two Co-Chief Executive officers, and increased travel costs associated
with the Company's new direction. The Company expects general and administrative
costs to increase slightly in future quarters from the first quarter of fiscal
1996 (exclusive of approximately $100,000 of first quarter executive
compensation charges) due to increased travel and related costs associated with
the Company's new strategic direction.
As a result of the above-mentioned factors, the loss from operations was $35,000
for the first quarter of fiscal 1996, compared to the income from operations of
$38,000 for the same period one year ago.
Interest income was $83,000 for the first quarter of fiscal 1996, compared to
$91,000 for the same period one year ago. For both periods, the Company received
interest on refunds associated with taxes paid in prior years. Exclusive of
these refunds, interest income remained constant with the prior year.
As a result of the above mentioned factors, the income before income taxes was
$48,000 for the first quarter of fiscal 1996, compared to $129,000 for the same
period one year ago.
The provision for income taxes was $0 for the first quarter of fiscal 1996,
compared to the provision for income taxes of $39,000 for the same period one
year ago. Taxable net income was reduced from book net income as a result of
tax-free interest income. The effective rate of 30.2% for the first quarter of
fiscal 1995 was below the normal statutory rates due to both tax-free interest
income and the availability of research and development credits.
- 8 -
<PAGE> 9
Net income was $48,000 ($.01 per share) for the first quarter of fiscal 1996
compared to $90,000 ($.02 per share) for the first quarter of fiscal 1995.
FORWARD-LOOKING STATEMENTS
On December 4, 1995, the Company announced that it has entered into an agreement
to acquire all of the stock of EMCO Recycling Corp. ("EMCO"), a metal recycling
company that processes ferrous and non-ferrous metals. The agreement proposes
that EMCO will become a wholly-owned subsidiary of GPC, and the EMCO
shareholders will collectively receive a total of 3,500,000 shares of common
stock of GPC, plus warrants to purchase 600,000 shares of GPC at $4.00 per
share, plus warrants to purchase 400,000 shares at $6.00 per share, plus
$1,150,000 in cash. The agreement is conditioned upon completion of the
Company's "due diligence" review of EMCO, including an environmental assessment
of EMCO's properties. The Company intends to present the agreement to its
stockholders for approval and hopes to close the transaction as soon after the
Annual Meeting as is practicable.
The Company has a deferred tax asset valuation allowance which is primarily
attributable to U.S. federal and state deferred tax assets. Realization of the
deferred tax assets is dependent on generating sufficient income to utilize
future deductions and credits. Management believes sufficient uncertainty exists
regarding realization of these deferred tax assets that a valuation allowance is
required. Although management believes that achievement of the required income
is reasonably possible, there could be certain transactions and actions that
change this belief in the future. The amount of the valuation allowance may be
adjusted as income improves. Further, although management currently believes
that no material deferred tax asset realization impairment would occur upon
completion of the merger with EMCO, there can be no assurance that some or all
of the deferred tax assets at January 31, 1996 will be fully realized.
As a result of the foregoing factors, in addition to other factors, which affect
the Company's operating results and financial position, past financial
performance should not be considered to be a reliable indicator of future
performance. Investors should not use historical trends to anticipate results or
trends in future periods. Further, the Company's stock price is subject to
volatility. Any of these factors discussed above could have an adverse impact on
the Company's stock price. In addition, failure of revenues or earnings in any
quarter to meet the investment community's expectations, if any, as well as
broader market trends unrelated to the company's performance could have an
adverse impact on the Company's stock price.
Certain matters discussed in this filing are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Such risks and uncertainties include, but are
not limited to, the following: the risk that announced mergers are not
consummated; the risk of slowing growth in the demand for the Company's color
printer and related products; the risk of challenges from the Company's
competition; and the risk that the Company will face difficulties in
assimilating disparate businesses.
RECENT ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board (FASB) issue Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and For Long-Lived
Assets to be Disposed Of". The statement must be adopted for its fiscal year
beginning November 1, 1996. Based upon its preliminary review, management
believes that there will be no material impact on the results of operations or
financial condition upon adoption.In October 1995, the FASB issued Statement No.
123 "Accounting for Stock-Based Compensation." The Company must adopt the
disclosure requirements for its fiscal year beginning November 1, 1996.
- 9 -
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of cash is the collection of accounts receivable
arising from the sale of its products. At January 31, 1996, the Company had
cash, cash equivalents and marketable securities of $6,995,000 compared to
$6,393,000 at October 31, 1995. The increase in cash was primarily due to the
net collections of accounts receivable, less purchases of inventory and
reductions in operating expenses.
The Company has a $2,000,000 unsecured documentary letter of credit line
("Letter of Credit") specifically intended to facilitate the purchase of
components through Letters of Credit. Under the terms of this arrangement, the
Company may utilize credit for up to three days for each purchase that utilizes
the Letter of Credit facility. This Letter of Credit is subject to issuance and
negotiation fees of 0.25% and expires March 30, 1996. As of January 31, 1996,
the Company had no outstanding amounts due under its Letter of Credit facility.
Also, the Company has approximately $15,000 of purchase commitments outstanding
through this facility.
The Company's Board of Directors (elected August 30, 1995) intends to cause the
Company to actively pursue acquisitions and mergers in unrelated fields,
including, but not limited to, scrap metal recycling and/or telecommunications.
Depending on the nature and size of potential acquisitions, mergers and other
transactions, if any, the Company's cash flows from operating and investing
activities, together with its cash, cash equivalents and marketable securities
may not be sufficient in the future. The Company may have to supplement these
sources of liquidity with additional sources of funds such as borrowings, stock
offerings, etc. On December 4, 1995, the Company announced that it has entered
into an agreement to acquire all of the stock of EMCO Recycling Corp. ("EMCO"),
a metal recycling company that processes ferrous and non-ferrous metals. The
agreement proposes that EMCO will become a wholly-owned subsidiary of GPC, and
the EMCO shareholders will collectively receive a total of 3,500,000 shares of
common stock of GPC, plus warrants to purchase 600,000 shares of GPC at $4.00
per share, plus warrants to purchase 400,000 shares at $6.00 per share, plus
$1,150,000 in cash. The agreement is conditioned upon completion of the
Company's "due diligence" review of EMCO, including an environmental assessment
of EMCO's properties. The Company intends to present the agreement to its
stockholders for approval and hopes to close the transaction as soon after the
Annual Meeting as is practicable.
During the first three months of fiscal 1996, additions to property and
equipment were $11,000 compared to $ 2,000 for the same period one year earlier.
OTHER
From its inception, the Company has maintained a continuous program of enhancing
existing products and introducing new products that have extended its various
product lines. The Company believes that its future success will depend on its
ability to continue to enhance its existing products and to develop new products
which meet specific market needs in a cost-effective manner. There can be no
assurance, however, that the Company's products will not be rendered obsolete by
changing technology. Additionally, the introduction of new or enhanced products
by its competitors could adversely affect the company's sales of existing
products. In addition, lack of commercial acceptance of enhanced or new products
introduced by the Company could adversely affect the Company's results of
operations.
The Company principally uses standard components from multiple vendors. However,
in many of its products, certain components which are purchased from sole-source
suppliers. The Company also purchases some printer consumables from
sole-sources. There is no guarantee that the supply of sole-source components
and consumables from these suppliers, along with any new, improved and lower
cost components will continue to be made available to the Company.
- 10 -
<PAGE> 11
The Company attempts to reduce the risk of interruption in supply of components
by maintaining adequate inventory. Loss or interruption of the supply of
components from sole-source supplier would require additional management and
engineering efforts to develop and qualify alternate sources and any such loss
could result in delays in product shipments which could adversely affect the
Company's results of operations.
The Company designs, manufactures and markets color printers and consumables for
the business and government marketplaces.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits - none
(b) Reports on Form 8-K. There were no reports on Form 8-K filed for the
three month period ended January 31, 1996.
SIGNATURES
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.
GENERAL PARAMETRICS CORPORATION
Dated: March 13, 1996 By / s / William A. Spazante
--------------------------
William A. Spazante
Vice President, Finance and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
- 11 -
<PAGE> 12
EXHIBIT INDEX
EX. 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 3,208,000
<SECURITIES> 3,787,000
<RECEIVABLES> 1,666,000
<ALLOWANCES> 446,000
<INVENTORY> 1,411,000
<CURRENT-ASSETS> 10,165,000
<PP&E> 54,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,334,000
<CURRENT-LIABILITIES> 729,000
<BONDS> 0
0
0
<COMMON> 53,000
<OTHER-SE> 9,552,000
<TOTAL-LIABILITY-AND-EQUITY> 10,334,000
<SALES> 2,002,000
<TOTAL-REVENUES> 2,002,000
<CGS> 1,242,000
<TOTAL-COSTS> 1,242,000
<OTHER-EXPENSES> 795,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 48,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 48,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,000
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0
</TABLE>
