<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
- ----- Act of 1934 (No Fee Required)
For the quarterly period ended DECEMBER 31, 1997
Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
For the transition period from to
---------- ----------
Commission file number 0-15318
-------
BALLISTIC RECOVERY SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
Minnesota 41-1372079
------------------------------- ------------------------
(State or Other Jurisdiction of (IRS Employer ID Number)
Incorporation or Organization)
300 Airport Road, South St. Paul, Minnesota, 55075-3541
-----------------------------------------------------
(Address of Principal Executive Offices)
(612) 457-7491
-------------------------------------------
Issuer's Telephone Number Including Area Code)
------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)
Check whether the issuer: (1) filed all reports required to be filed by section
13 or 15(d) of the Securities Exchange Act during the past 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
----- -------
Number of shares outstanding as of February 13,1998: 4,468,772
-----------------
1
<PAGE> 2
INDEX
BALLISTIC RECOVERY SYSTEMS, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited). Page
----
Balance sheets as of December 31, 1997 and September
30, 1997. 3
Statements of operations for the three months ended
December 31, 1997 and 1996. 4
Statements of cash flow for the three months ended
December 31, 1997 and 1996. 5
Notes to financial statements at December 31, 1997. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
- ----------
2
<PAGE> 3
PART I FINANCIAL INFORMATION - Item I. Financial Statements
BALLISTIC RECOVERY SYSTEMS, INC.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
December 30, September 30,
ASSETS 1997 1997
------------- -------------
<S> <C> <C>
Current assets:
Cash $ 40,771 $ 119,197
Accounts receivable - net of allowance for doubtful
accounts of $12,500 and $12,500, respectively 164,782 210,006
Inventories 284,935 266,484
Deferred tax asset - current portion 138,000 138,000
Prepaid expenses 10,409 2,984
----------- -----------
Total current assets 638,897 736,671
----------- -----------
Furniture, fixtures and leasehold improvements 148,148 147,473
Less accumulated depreciation (65,123) (60,184)
----------- ------------
Furniture, fixtures and leasehold improvements - net 83,025 87,289
----------- ------------
Other assets:
Patents less accumulated amortization of
$7,410 and $7,238, respectively 4,255 4,426
Deferred tax asset - long-term portion 62,000 62,000
Covenant not to compete less accumulated
amortization of $82,211 and $72,726, respectively 297,227 306,712
----------- ------------
Total other assets 363,482 373,138
----------- ------------
Total assets $ 1,085,404 $ 1,197,098
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 43,550 $ 51,961
Customer deposits 63,648 95,401
Accrued payroll 32,481 31,031
Other accrued liabilities 115,566 141,744
Current portion of bank note 12,543 12,219
Current portion of covenant not to compete 21,611 30,806
----------- -----------
Current liabilities 289,399 363,162
----------- -----------
Long-term bank note and covenant , less current portions 280,202 289,639
----------- -----------
Shareholders' equity:
Common stock ($.01 par value; 10,000,000 shares authorized;
4,468,772 issued and outstanding) 44,688 44,688
Additional paid-in capital 2,625,639 2,625,639
Accumulated deficit (2,154,524) (2,126,030)
----------- ------------
Total shareholders' equity 515,803 544,297
---------- ------------
Total liabilities and shareholders' equity $ 1,085,404 $ 1,197,098
=========== ============
</TABLE>
See Notes to Financial Statements.
3
<PAGE> 4
BALLISTIC RECOVERY SYSTEMS, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended December 30, 1997 and 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
--------- -------
<S> <C> <C>
Sales $307,985 $ 373,901
Cost of sales 215,262 242,459
--------- ---------
Gross profit 92,723 131,442
Selling, general and administrative 96,404 97,759
Research and development, net 4,083 3,809
--------- ---------
Income (loss) from operations (7,764) 29,874
Other income (expense):
Interest expense (11,244) (10,697)
Covenant not to compete amortization (9,486) (9,486)
Other - net --- (13,576)
--------- ----------
Net income (loss) ($28,494) ($3,885)
========= ==========
Primary earnings (loss) per share ($0.01) ($0.00)
========= =========
Weighted average number of shares outstanding 4,895,332 5,042,576
========= =========
Fully diluted earnings (loss) per share ($0.01) ($0.00)
========= =========
Weighted average number of shares outstanding 5,006,007 5,582,692
========= =========
</TABLE>
See Notes to Financial Statements.
4
<PAGE> 5
BALLISTIC RECOVERY SYSTEMS, INC.
STATEMENTS OF CASH FLOW
Increase (Decrease) in Cash
For the Three Months Ended December 30, 1997 and 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
--------- --------
<S> <C> <C>
Cash flow from operating activity:
Net income (loss) ($28,494) ($3,885)
Adjustments to reconcile net income to net cash
from operating activity:
Depreciation and amortization 5,110 3,874
Amortization of covenant not to compete 9,485 9,486
Inventory valuation reserve 3,000 3,000
(Increase) decrease in:
Accounts receivable 45,224 (56,003)
Inventories (21,451) 1,944
Prepaid expenses (7,425) (8,620)
Increase (decrease) in:
Accounts payable (8,411) 23,629
Accrued expenses (56,481) (29,212)
--------- --------
Net cash from operating activities (59,443) (55,787)
--------- ---------
Cash flow from investing activities:
Capital expenditures (675) (70,231)
--------- --------
Net cash from investing activities (675) (70,231)
--------- --------
Cash flow from financing activities:
Net borrowing under line-of-credit agreement --- (25,000)
Proceeds from bank note --- 70,000
Principal payments on bank note (2,936) (451)
Principal payments on covenant not to compete (15,372) (8,462)
--------- --------
Net cash from financing activities (18,308) 36,087
--------- --------
Increase (decrease) in cash (78,426) (89,931)
Cash - beginning of year 119,197 117,343
--------- --------
Cash - end of period $40,771 $27,412
========= ========
</TABLE>
See Notes to Financial Statements.
5
<PAGE> 6
BALLISTIC RECOVERY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(UNAUDITED)
A. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three month period ended December 31, 1997 are
not necessarily indicative of the results that may be expected for the
year ended September 30, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's summary annual report for the year ended September 30, 1997.
B. INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
12/31/97 09/30/97
-------- -----------
<S> <C> <C>
Raw materials $160,827 $160,555
Work in process 54,729 54,637
Finished goods 51,379 51,292
------- --------
Total inventories $266,935 $266,484
======== ========
</TABLE>
C. ACCOUNTS RECEIVABLE
The Company sells to domestic and foreign companies. The Company grants
uncollateralized credit to some customers, but the majority of sales are
prepaid or shipped cash on delivery (COD). In addition, the Company's
research and development projects are billed to its customers on an
uncollateralized credit basis with terms of between net 15 and net 30
days. The estimated loss that management believes is probable is included
in the allowance for doubtful accounts. Due to uncertainties in the
collection process, however, it is at least reasonably possible that
management's estimate will change during the next year. That amount
cannot be estimated.
D. CUSTOMER DEPOSITS
The Company requires order deposits from most of its domestic and
international customers. These deposits represent either partial or
complete down payments for orders. These down payments are recorded as
customer deposits. The deposits are recognized as revenue when the
product is shipped.
E. RESEARCH AND DEVELOPMENT FUNDING AND INCOME RECOGNITION
The Company is currently working under an agreement to receive research
and development funding from a privately held company that is developing a
four-place composite, certified aircraft. If successfully certified, this
aircraft will be the first FAA certified aircraft to offer one of the
Company's recovery systems as standard equipment. Although not
guaranteed, certification and production of this aircraft is expected to
begin during the Company's fiscal year 1998.
6
<PAGE> 7
BALLISTIC RECOVERY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(UNAUDITED)
E. RESEARCH AND DEVELOPMENT FUNDING AND INCOME RECOGNITION (Continued)
The Company will retain the developed technology for the parachute systems
in general and the outside company will retain the developed technology
that is specific to their individual aircraft. In order to retain the
developed technology, the Company has offered the outside company a
discount on future purchases of completed systems which will total 110% of
the advanced amount.
The Company did not establish a liability for the offset to expense to
date under this projects due to the uncertainty of the future of the
project and the future viability of the products to be developed. Any
future purchase discounts that will be earned upon completion of the
project will be offset against any future sales made to that company.
The Company expects to be able to utilize the developed technology for
applications on a wide range of aircraft. The future applications will
depend on a complete review of market conditions, product acceptance and
available funding.
F. SMALL BUSINESS INNOVATION RESEARCH GRANT (SBIR)
On March 8, 1996, the Company signed a follow -on Phase II contract under
the Small Business Innovation Research grant program (SBIR) through NASA
for use in the research of low-cost, lightweight aircraft emergency
recovery systems. The Phase II contract follows a Phase I award in 1995.
The Company has used the grant to expand its research in the area of
lightweight fabrics and components for use in recovery systems. The total
contract award was for a firm fixed price grant of $581,875 for an
extended period not to exceed 30 months.
G. ADDITIONAL CONTRACT RESEARCH AND DEVELOPMENT
In June 1996, the Company received a purchase order from a defense
subcontractor for the development of a parachute recovery system for an
unmanned aircraft that is being developed for possible military use. The
purchase order, with revisions, is for a total of $151,000 and covers
approximately 18 months. The purchase order calls for development funding
for the recovery system as well as the delivery of completed recovery
systems. No assurances can be made as to the success of the development
project or if its completion will lead to future revenues. Also, no
assurances can be made that the project will proceed as intended in the
purchase order.
H. COVENANT NOT TO COMPETE
On October 26, 1995 the Company entered into an agreement with the
president and majority shareholder of Second Chantz Aerial Survival
Equipment, Inc. (SCI), the Company's sole US competitor, whereby: (1) SCI
ceased all business activities, and (2) SCI's president and majority
shareholder entered into a ten year covenant not to compete with the
Company.
In exchange for the above the Company agreed to make payments on the
covenant not to compete. The agreement did not involve a stock or asset
purchase. In addition, the Company did not agree to assume any
liabilities of SCI or its president. The payments required under this
agreement contains a non-interest bearing portion and a portion that bears
interest at a rate below the Company's incremental borrowing rate. Under
generally accepted accounting principles the future payments have been
discounted at the Company's incremental borrowing rate of 11.0% as
follows:
7
<PAGE> 8
BALLISTIC RECOVERY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(UNAUDITED)
H. COVENANT NOT TO COMPETE (Continued)
<TABLE>
<CAPTION>
Future Present
Dollars Dollars
-------- --------
<S> <C> <C>
Cash at signing $5,000 $5,000
Parachute systems 15,000 15,000
Non-interest bearing four year note 80,000 63,732
4% ten year note: principal 400,000 295,706
interest 84,362 ---
-------- --------
$584,362 $379,438
======== ========
</TABLE>
The non interest bearing note called for monthly payments of $1,500 for
forty-six months (February 1996 to November 1999). However, the Company
negotiated a discount on this note and accelerated payments to be
completed by December 1997. This discount represented reductions in
principal and interest payments. The 4% ten year note calls for monthly
payments of $4,036 (November 1995 to October 2005). Payments under this
agreement are unsecured.
The present value of the Company's obligation under this agreement was
recorded as an intangible asset and is being amortized over ten years as
shown in the accompanying financial statements.
Future payments under this agreement are as follows:
<TABLE>
<CAPTION>
Future Present
Dollars Dollars
-------- --------
<S> <C > <C>
1998 60,276 30,806
1999 48,436 25,302
2000 48,436 26,176
2001 48,436 29,204
2002 48,436 32,583
Thereafter 91,882 126,170
-------- --------
$345,902 $270,241
======== ========
</TABLE>
The Company also granted SCI's president an option to purchase 50,000
shares of the Company's common stock at an exercise price of $.25. This
option has a ten year life and vests 20% per year over five years.
I. LONG-TERM DEBT
On November 5, 1996, the Company signed a note payable with the bank in
the amount of $70,030. The purpose of the loan was to pay for renovations
to the current production facility which the company took possession of on
October 1, 1996. The note calls for interest at a rate 2% over the bank's
index rate which was 8.25% at the time of signing. The index rate was
8.75% as of December 31, 1997 which computes to a total interest rate of
10.75%. The note has scheduled payments over a sixty month period of
$1,501 per month. The scheduled maturity date of the note is November 5,
2001. However, the note has a demand provision which can be exercised by
the bank at any time, but no demand for payment in full is expected during
the term of the note. This loan is secured by all of the Company's assets.
8
<PAGE> 9
BALLISTIC RECOVERY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
(UNAUDITED)
I. LINE OF CREDIT BORROWINGS
In December of both 1996 and 1995, the Company negotiated a $35,000
line-of-credit for use in operations. The line-of-credit was established
on a annual renewal basis and is secured by all of the Company's assets.
The latest line-of-credit expires February 28, 1998. The line calls for a
variable interest rate of 2% over prime. At December 31, 1997, there was
no outstanding balance under the line. The Company expects to renew the
line each year following the review of its financial results and
projections with the bank.
J. INCOME TAXES
Differences between accounting rules and tax laws cause differences
between the bases of certain assets and liabilities for financial
reporting purposes and tax purposes. The tax effects of these
differences, to the extent they are temporary, are recorded as deferred
tax assets and liabilities under SFAS 109.
During 1997, the Company reduced the valuation allowance to reflect the
deferred tax assets utilized in 1997 to reduce current income taxes,
approximately $62,000, and to recognize a deferred tax asset of $200,000.
The recognized deferred tax asset is based upon expected utilization of
the net operating loss carryforwards and reversal of certain timing
differences.
The Company has assessed its past earnings history and trends, sales
backlog, budgeted sales, and expiration dates of carryforwards and has
determined that it is more likely than not that $200,000 of deferred tax
assets will be realized. The remaining valuation allowance of $798,700 is
maintained on deferred tax assets which the Company has not determined to
be more likely than not realized at this time.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS:
Sales
Sales for the current fiscal year quarter were down by 17.6%. The decrease is
a result of soft sales of ultralight aircraft in both the domestic and
international markets. The soft sales performance by the manufacturers of
aircraft resulted in a direct decrease in Company sales. Beginning in the
Company's second fiscal year quarter, order volumes were beginning to follow
trends from the prior fiscal year.
Sales in the recreational aircraft market for the current fiscal year are
expected to be slightly lower than the prior fiscal year as a result of the
temporary downturn in order volumes during the first quarter of fiscal year
1998. Order flows, and therefore production, for the remainder of the year are
expected to continue at levels consistent with those of fiscal year 1997. As
an offset to the lower revenues in the recreational market, the Company
anticipates receiving orders and producing units in the general aviation market
for the new to-be-certified four-place composite aircraft which is currently
under development. Volume projections and timing of those volumes is uncertain
at this time. There can be no assurances that this aircraft will actually
receive certification during the Company's fiscal year 1998 or at any future
time, nor that its volumes, if certified, will have a material affect on the
Company.
Gross Margin
The gross margin for the current fiscal year quarter was down 5.4% from the
prior fiscal year as a result of several factors. One factor was a continuing
increase in component costs for the Company's products. The Company's product
components are primarily made of nylon and aluminum which have both seen
substantial increases in raw material costs to the Company's vendors.
Manufacturing overhead was consistent with that of the prior year quarter, but
due to the lower sales volume, it resulted in a higher percentage of sales. In
addition, the sales mix for the current quarter was weighted heavier towards
the lower-gross-margin smaller units produced by the Company. The mix of sales
is historically inconsistent between quarters, but past trends indicate that
the mix should average out by the end of the fiscal year which should result in
a higher average gross margin for the remainder of the fiscal year.
Income (Loss) from Operations
Operating expenses were maintained at levels consistent with that of the prior
fiscal year quarter. Outside funding resulted in the offset of most of the
Company's research and development expenditures for both yearly quarters.
All of the outside research and development projects underway at the end of
fiscal year 1997 are expected to be completed during the Company's fiscal year
1998. The Company will continue to look for sources for further outside
funding of research and development, but there can be no assurances that the
Company will be successful in those efforts.
LIQUIDITY AND CAPITAL RESOURCES:
Management intends to fund all of its continuing operation out of its current
revenues with the exception of its contract research and development projects.
Management believes that the current business operation is adequate to support
the ongoing operations of the Company during the next twelve month period and
will maintain expenses at the necessary levels to maximize profitability.
Current contract research and development projects are expected to be completed
during the Company's fiscal year 1998. The Company will continue to look for
sources for contract research and development projects, but there can be no
assurances that the Company will be successful in its efforts.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES: (CONTINUED)
The Company anticipates a need to make capital improvements to its current
production facility as well as expenditures to increase inventory levels as a
result of the production of general aviation units for the recovery system
currently under development. However, it is currently the intention of the
Company to fund the expenditures through current operations as well as revenues
generated by those units.
In addition, the cash flow needed for current debt service was reduced by the
end of the first quarter of fiscal year 1998 as a portion of the covenant not
to compete debt was retired.
The Company is currently involved in three outside funded research and
development projects. The first of the three began in 1994 and calls for the
development of an emergency parachute system for use on a four-place composite,
certified aircraft. The agreement is with a privately held company that
anticipates certification and production beginning during the Company's fiscal
year 1998. If successfully certified, the aircraft will become the first FAA
certified aircraft to offer one of the Company's parachute systems as standard
equipment.
The second ongoing project is the Company's Small Business Innovation Research
grant (SBIR) through NASA. The purpose of the grant is to perform research of
low-cost, lightweight aircraft emergency recovery systems. The Company
received a Phase I grant during 1994. All work under this Phase I grant was
completed during fiscal year 1995. With the completion of Phase I, the Company
applied for and received a Phase II grant to continue on with the research that
it began in the first phase. The Phase II grant, which began in March 1996, is
for a maximum of $582,000 over an extended period of 30 months.
The third project began in June 1996, when the Company received a development
contract for a recovery system for a prototype unmanned aircraft being
developed by a government contractor. The contract, with revisions, is for a
total of $151,000 and covers approximately 18 months. The purchase order calls
for the development and delivery of a series of recovery devices both for use
in testing, and possibly in future production models.
In October 1995, the Company entered into a non-compete agreement with its only
domestic competitor, SCI. As a result of other sales efforts that were
underway, the exact benefit of the SCI transaction in terms of sales volumes
cannot be specifically determined. Although the agreement calls for debt
service over a ten year period, the Company believes that the agreement will
have a positive impact on sales, profitability and cash flow. This agreement,
in addition to other sales programs that have been implemented by the Company
over the past several years, should continue to strengthen the Company's
revenues and profitability into the future.
The Private Securities Litigation Reform Act of 1995 provides "safe harbor" for
forward looking statements. Certain information included in this Form 10-KSB
and other materials filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral statements or
other written statements made or to be made by the Company) contain statements
that are forward-looking, such as statements relating to plans for research
projects and other business development activities as well as other capital
spending, financial sources and the effects of competition. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking statements
made by or on behalf of the Company. These risks and uncertainties include,
but are not limited to, the elimination of funding for new research and
development projects, the decline in unregistered aircraft sales, potential
product liability claims, dependence on discretionary consumer spending,
dependence on existing management, general economic conditions, changes in
federal or state laws or regulations.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits and the Company did not file any reports on Form
8-K for the three months ended December 31, 1997.
12
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BALLISTIC RECOVERY SYSTEMS, INC.
By /s/ Mark B. Thomas
--------------------
Mark B. Thomas
Chief Executive Officer and Chief Financial Officer
Dated February 16, 1998
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 40,771
<SECURITIES> 0
<RECEIVABLES> 177,282
<ALLOWANCES> 12,500
<INVENTORY> 284,935
<CURRENT-ASSETS> 638,897
<PP&E> 148,148
<DEPRECIATION> 65,123
<TOTAL-ASSETS> 1,085,404
<CURRENT-LIABILITIES> 289,399
<BONDS> 280,202
0
0
<COMMON> 44,688
<OTHER-SE> 471,115
<TOTAL-LIABILITY-AND-EQUITY> 1,085,404
<SALES> 307,985
<TOTAL-REVENUES> 307,985
<CGS> 215,262
<TOTAL-COSTS> 215,262
<OTHER-EXPENSES> 100,487
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,730
<INCOME-PRETAX> (28,494)
<INCOME-TAX> 0
<INCOME-CONTINUING> (28,494)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,494)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
