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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1996 Commission File Number 000-17577
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CORE TECHNOLOGIES (PENNSYLVANIA), INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-2537194
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(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 Summit Drive, Exton, PA 19341-2838
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 524-7000
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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 and
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
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Number of shares outstanding as of October 31, 1996
Common Stock 8,887,326
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CORE TECHNOLOGIES (PENNSYLVANIA), INC.
QUARTERLY REPORT FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION
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Page
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Item 1 - Financial Statements:
Consolidated Balance Sheets -
September 30, 1996 (unaudited) and December 31, 1995............................. 3
Consolidated Statements of Operations -
Three and Nine Months Ended September 30, 1996 and 1995 (unaudited).............. 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1996 and 1995 (unaudited)........................ 5
Note to Consolidated Financial Statements........................................ 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................... 7
PART II - OTHER INFORMATION
Item 6 - Exhibits......................................................................... 9
Signatures................................................................................ 10
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2
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PART I
CORE TECHNOLOGIES (PENNSYLVANIA), INC.
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Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
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Assets (Unaudited)
<S> <C> <C>
Current assets
Cash $ 143,300 $ 106,500
Receivables, less allowances ($251,400 --1996; $338,200 --1995) 4,557,200 3,709,700
Costs and estimated earnings in excess of billings on uncompleted contracts 1,008,000 401,300
Inventories 722,000 679,500
Notes receivable 732,500 848,200
Other current assets 295,300 871,500
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Total current assets 7,458,300 6,616,700
Plant and equipment
Leasehold improvements 168,100 168,200
Machinery and equipment 1,105,000 987,000
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1,273,100 1,155,200
Less accumulated depreciation and amortization (833,400) (652,900)
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Net plant and equipment 439,700 502,300
Other assets
Excess of cost over fair value of net assets of businesses acquired 166,400 177,500
Notes receivable 1,682,000 1,962,300
Other 399,800 421,900
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Total other assets 2,248,200 2,561,700
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$ 10,146,200 $ 9,680,700
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Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable $ 3,208,400 $ 2,319,300
Accrued expenses 1,513,500 2,547,200
Billings in excess of costs and estimated earnings on uncompleted contracts 370,100 681,100
Current debt 5,576,100 136,600
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Total current liabilities 10,668,100 5,684,200
Long-term debt 1,076,600 5,744,200
Other liabilities 981,200 981,200
Redeemable convertible preferred stock issued to Safeguard Scientifics, Inc. 1,500,000 1,500,000
Stockholders' deficit
Common stock, $.01 par value; Authorized -- 20,000,000 shares;
Issued - (9,217,326 shares--1996; 9,217,326 shares--1995) 92,200 92,200
Additional paid-in capital 7,983,900 7,983,900
Accumulated deficit (11,735,300) (11,884,500)
Treasury stock at cost - 330,000 shares (420,500) (420,500)
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Total stockholders' deficit (4,079,700) (4,228,900)
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$ 10,146,200 $ 9,680,700
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</TABLE>
See notes to consolidated financial statements
3
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CORE TECHNOLOGIES (PENNSYLVANIA), INC.
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Consolidated Statements of Operations
(Unaudited)
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<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Net sales $ 4,403,300 $ 4,000,000 $ 14,213,000 $ 13,943,400
Cost of goods sold 3,277,400 3,002,400 10,659,300 10,709,200
------------- ------------- -------------- -------------
Gross profit 1,125,900 997,600 3,553,700 3,234,200
Expenses
Sales and marketing 443,100 350,700 1,288,000 1,284,100
General and administrative 597,300 418,100 1,687,900 1,631,100
Interest 146,800 196,600 428,600 574,800
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1,187,200 965,400 3,404,500 3,490,000
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Income (loss) before provision for income taxes (61,300) 32,200 149,200 (255,800)
Provision for income taxes 0 0 0 0
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Net earnings (loss) $ (61,300) $ 32,200 $ 149,200 $ (255,800)
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Net earnings (loss) per share:
Primary $ (.01) $ .00 $ .02 $ (.02)
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Fully diluted $ (.01) $ .00 $ .01 $ (.02)
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Weighted average common and common
equivalent shares outstanding:
Primary 8,887,000 10,696,800 8,887,000 10,524,200
Fully diluted 10,387,000 10,696,800 10,387,000 10,524,200
</TABLE>
See notes to consolidated financial statements
4
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CORE TECHNOLOGIES (PENNSYLVANIA), INC.
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Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1996 1995
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<S> <C> <C>
Operations
Net earnings (loss) $ 149,200 $ (255,800)
Adjustments to reconcile net earnings (loss) to cash from operations
Depreciation and amortization 216,500 245,800
Cash provided by discontinued operations 850,500 7,157,300
Cash provided by (used in) changes in working capital items
Receivables (847,500) 775,800
Inventories (42,500) (104,200)
Contracts in progress (917,700) (943,900)
Other current assets (2,100) (155,100)
Accounts payable 889,100 (2,423,500)
Accrued expenses (909,800) (698,400)
Taxes on income 0 1,586,100
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Cash provided (used) by operations (614,300) 5,184,100
Financing activities
Borrowings (repayments) of debt 771,900 (5,543,000)
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Cash provided (used) by financing activities 771,900 (5,543,000)
Investing activities
Expenditures for plant and equipment (117,900) (132,700)
Other, net (2,900)
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Cash used by investing activities (120,800) (132,700)
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Increase (decrease) in cash 36,800 (491,600)
Cash beginning of period 106,500 583,600
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Cash end of period $ 143,300 $ 92,000
=============== ===========
</TABLE>
See notes to consolidated financial statements
5
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CORE TECHNOLOGIES (PENNSYLVANIA) , INC.
Note to Consolidated Financial Statements
September 30, 1996
1. The accompanying unaudited interim consolidated financial statements were
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The Summary of Accounting
Policies and Notes to Consolidated Financial Statements included in the 1995
Annual Report should be read in conjunction with the accompanying
statements. These statements include all adjustments (consisting only of
normal recurring adjustments) which the Company believes are necessary for a
fair presentation of the statements. The interim operating results are not
necessarily indicative of the results for a full year.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Review of operations
Net sales for the quarter ended September 30, 1996 were $4.4 million
compared to $4.0 million for the comparable period in 1995. The Company reported
a net loss of $61,300, or $0.01 per share, compared to net earnings of $32,200,
or less than one cent per share in the same period in 1995. Gross margin, as a
percentage of sales, was 25.6% in 1996 and 24.9% for the same period in 1995.
The increase in gross margin in 1996 reflects the continuing improvement in Airo
Clean's margin on products and projects.
For the nine months ended September 30, 1996 net sales were $14.2
million compared to $13.9 million for the comparable period in 1995. The Company
reported net earnings of $149,200, or $0.02 per share, compared to a net loss of
$255,800, or $0.02 per share in the same period in 1995. Gross margin, as a
percentage of sales, was 25.0% in 1996 and 23.2% for the same period in 1995.
The significant change in net earnings can be attributed to Airo Clean's
increased sales and improved margins.
Third quarter 1996 Maris sales were $2.2 million compared to $3.1
million in 1995. Maris' gross margin, as a percentage of sales, decreased to
14.7% in the third quarter of 1996 from 22.8% in the same period in 1995. Maris'
reduced margin can be attributed to losses incurred on several California
highway monitoring projects and additional costs to complete on several other
projects. The company has filed claims for recovery on some of these costs and
the outcome is unknown at this time.
Third quarter 1996 Airo Clean sales were $2.2 million compared to $.9
million in 1995. The sales increase can be attributed to the $2.9 million clean
room project which was started in the first quarter of 1996, and is anticipated
to be completed in the fourth quarter of 1996. Airo Clean's gross margin, as a
percentage of sales, increased to 36.4% in 1996 from 32.6% in the same period in
1995. Airo Clean's improved gross margin can be attributed to increased sales
volume and improved margins on its products and projects.
Sales and marketing expenses increased in the third quarter 1996 by
$92,400, compared to 1995, due to increased sales and distribution efforts
implemented at Maris and Airo Clean. These costs, as a percentage of sales, were
10.1% in the third quarter of 1996, compared to 8.8% in same period in 1995. For
the first nine months of 1996, sales and marketing expenses increased by $3,900
compared to 1995. These costs, as a percentage of sales, were 9.1% in the first
nine months of 1996, compared to 9.2% in the same period of 1995. Sales efforts
at Maris are being concentrated in expanding the electronic security systems
business to take advantage of the Company's expertise in this area. The Company
has opened an office in New York City to support its existing customer base in
this market area. The sales effort at Airo Clean continues to focus on promoting
the BioShield, Ultraguard and laminar air flow products. These are air scrubbing
devices for controlling airborne contaminants and are targeted for the health
care and hospital industries.
General and administrative expenses increased in the third quarter of
1996 by $179,200 when compared to the third quarter of 1995 but were $18,500
lower than the second quarter of 1996. These costs, as percentage of sales, were
13.6% in the third quarter of 1996 compared to 10.5% in the same period in 1995.
For the first nine months of 1996, general and administrative expenses increased
by $56,800 compared to 1995. These costs, as percentage of sales, were 11.9% in
the first nine months of 1996 compared to 11.7% in the same period of 1995. The
7
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Company continues to closely monitor and control costs and believes that
additional sales can be achieved without a proportional increase in the business
infrastructure.
Interest expense in the third quarter of 1996 was $146,800 compared to
$196,600 in the same period in 1995. For the first nine months of 1996, interest
was $428,600 compared to $574,800 in the same period in 1995. The reduced
interest costs in 1996 reflects the lower average debt level compared to the
same period in 1995.
The Company plans to utilize its net operating loss carryforwards to
offset taxable income. The Company has net operating loss carryforwards of
approximately $7.3 million that may be used in future years to offset taxable
income until the year 2010.
Liquidity and Capital Resources
In August 1995, the Company successfully negotiated an amendment to its
existing bank credit agreement which provides a $6.0 million credit line
facility through March 31, 1997. Under this facility, Safeguard Scientifics
(Delaware), Inc. has provided guarantees of $4.5 million in the form of letters
of credit through June 30, 1997. Borrowings bear interest at prime plus 1 1/4%.
The Company believes that the combination of the bank credit agreement,
supported by Safeguard's letters of credit, and the working capital assets of
the Company will be sufficient to satisfy the Company's operating cash
requirements during 1996. As of September 30, 1996 outstanding borrowings under
the credit facility were $5.4 million. This debt has been reflected as a current
liability due to the credit agreement's maturity on March 31, 1997. The Company
is currently negotiating with several capital sources including its existing
bank to extend its current facility or obtain a new facility with another
institution. The Company is expects that a new facility will be obtained prior
to expiration of the current facility.
8
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Change in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
(a) Exhibits
Number Description
27 Financial Data Schedule (electronic filing only)
(b) No reports on Form 8-K have been filed by the
registrant during the quarter ended September 30,
1996.
9
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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.
CORE TECHNOLOGIES (PENNSYLVANIA), INC.
(Registrant)
Date: November 13, 1996 /s/ George E. Mitchell
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George E. Mitchell,
President and Chief Executive Officer
Date: November 13, 1996 /s/ Frederick B. Franks, III
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Frederick B. Franks, III
Vice President Finance and Treasurer
(Principal Financial and
Principal Accounting Officer)
10
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996 AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 143,300
<SECURITIES> 0
<RECEIVABLES> 4,808,600
<ALLOWANCES> 251,400
<INVENTORY> 722,000
<CURRENT-ASSETS> 7,458,300
<PP&E> 1,273,100
<DEPRECIATION> 833,400
<TOTAL-ASSETS> 10,146,200
<CURRENT-LIABILITIES> 10,668,180
<BONDS> 0
1,500,000
0
<COMMON> 92,200
<OTHER-SE> (4,079,700)
<TOTAL-LIABILITY-AND-EQUITY> 10,146,200
<SALES> 14,213,000
<TOTAL-REVENUES> 14,213,000
<CGS> 10,659,300
<TOTAL-COSTS> 10,659,300
<OTHER-EXPENSES> 2,975,900
<LOSS-PROVISION> 101,440
<INTEREST-EXPENSE> 428,600
<INCOME-PRETAX> 149,200
<INCOME-TAX> 0
<INCOME-CONTINUING> 149,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 149,200
<EPS-PRIMARY> .02
<EPS-DILUTED> .01
</TABLE>
