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 September 30, 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: 0-19381
WESTWOOD CORPORATION
(Exact name of registrant as specified in its charter)
Nevada, U.S.A. 87-0430944
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
12437 East 60th Street, Tulsa, Oklahoma 74146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(918) 252-1774
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.
[x] Yes [ ] No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:
Common Stock, $.003 par value - 5,581,682 shares as of
November 30,1996
<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
WESTWOOD CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<CAPTION>
September 30 March 31
1996 1995
------------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 259 $ 598
Accounts receivable (including retain-
age receivable of $1,001,000 at
September 30, 1996 and $1,425,000
at March 31, 1996) net of allowance
for doubtful accounts 4,621 3,973
Note receivable - Officer 104 100
Costs and estimated earnings in excess
of billings on uncompleted contracts 1,778 2,989
Inventories:
Raw materials and purchased parts 5,070 3,887
Work-in-process 1,172 906
------- -------
6,242 4,793
Prepaid expenses 273 73
------- -------
Total current assets 13,277 12,526
Plant and equipment, at cost:
Leasehold improvements 774 269
Machinery and equipment 3,547 2,698
Patterns and tools 385 227
Other - 335
------- -------
4,706 3,529
Accumulated depreciation 2,339 2,057
------- -------
2,367 1,472
Other assets:
Drawings, (net) 30 41
Long-term accounts receivable, retainage 1,112 1,302
Deferred charges 411 383
------- -------
1,553 1,726
------- -------
Total assets $17,197 $15,724
======= =======
<FN>
See accompanying notes
</TABLE>
<PAGE>
<TABLE>
WESTWOOD CORPORATION
Consolidated Balance Sheets
(In Thousands)
<CAPTION>
September 30 March 31
1996 1995
------------- --------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,027 $ 1,744
Income taxes payable 41 352
Accrued liabilities 723 868
Billings in excess of costs and estimated
earnings on uncompleted contracts 2,449 2,393
Current deferred income taxes 5 10
Current portion of long-term debt:
Revolving debt agreement 300 -
Payable to bank 12 19
Acquisition debt 21 21
------- -------
333 40
------- -------
Total current liabilities 5,578 5,407
Long-term debt:
Payable to bank 65 67
Payable to insurance company 640 -
------- -------
705 67
Deferred income taxes 169 177
Stockholders' equity:
Preferred stock, 5,000,000 shares
authorized, $.001 par value, no
shares issued and outstanding - -
Common stock, 20,000,000 shares
authorized, $.003 par value,
5,581,682 shares issued and
outstanding (Note B) 17 17
Capital in excess of par value 3,511 3,511
Retained earnings 7,217 6,545
------- -------
Total stockholders' equity 10,745 10,073
------- -------
Total liabilities and stockholders'
equity $17,197 $15,724
======= =======
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
WESTWOOD CORPORATION
Consolidated Statements of Income
(In Thousands)
<CAPTION>
Second Quarter Ended Six Months Ended
September 30 September 30
1996 1995 1996 1995
-------------------- ----------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales $8,288 $6,773 $16,077 $16,221
Cost of sales 6,350 5,558 12,458 13,411
------ ------ ------- -------
Gross profit 1,938 1,215 3,619 2,810
Operating expenses:
Marketing and
selling expenses 513 288 924 592
General and
administrative
expenses 708 437 1,394 909
------ ------ ------ -------
1,221 725 2,318 1,501
------ ------ ------ -------
Operating income 717 490 1,301 1,309
Other income (expense):
Interest expense (37) (12) (68) (40)
Other income (expense) 22 16 28 18
------ ------ ------ ------
(15) 4 (40) (22)
------ ------ ------ ------
Income before taxes 702 494 1,261 1,287
Provision for income
taxes 265 188 477 489
------ ------ ------ ------
Net income $ 437 $ 306 $ 784 $ 798
====== ====== ====== ======
Earnings per
share (Note B) $ .078 $ .055 $ .140 $ .143
Cash dividends
per share $ .010 $ .010 $ .020 $ .020
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
WESTWOOD CORPORATION
Consolidated Statements of Cash Flows
(In Thousands)
<CAPTION>
Six Months Ended
September 30
1996 1995
------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 784 $ 798
Adjustments to reconcile net income to
net cash provided by (used in)
operations:
Depreciation and amortization 293 249
Deferred income taxes (98) (86)
Cash flows impacted by changes in:
Accounts receivable 613 380
Costs and estimated earnings in excess
of billings on uncompleted contracts 1,211 84
Inventories (249) 548
Prepaid expenses (114) 41
Long-term accounts receivable, retainage 190 (216)
Deferred charges (65) (14)
Accounts payable (660) 886
Accrued liabilities (564) (251)
Billings in excess of costs and estimated
earnings on uncompleted contracts 56 702
Income taxes payable (310) 138
Other (4) (62)
------- -------
Net cash provided by operating activities 1,083 3,197
INVESTING ACTIVITIES
Purchase of plant and equipment (187) (122)
Acquisition of Roflan (990) -
------- -------
Net cash used in investing activities (1,177) (122)
FINANCING ACTIVITIES
Principal payments on bank notes (4,533) (5,004)
Borrowings on bank notes 4,400 3,505
Cash dividends paid (112) (102)
------- -------
Net cash used in financing activities (245) (1,601)
------- -------
Net increase (decrease) in cash (339) 1,474
Cash at beginning of period 598 103
------- -------
Cash at end of period $ 259 $ 1,577
<FN> ======= =======
See accompanying notes.
</TABLE>
<PAGE>
WESTWOOD CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
Note A - Basis of Presentation
- ------------------------------
The accompanying unaudited consolidated financial statements, which
include NMP Corp. and Roflan Associates, Inc. (since May 1st, 1996,
see Note C), Westwood Corporation's wholly-owned subsidiaries, have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q 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. Management believes all adjustments
(consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the
fiscal second quarter and six months ended September 30, 1996, may
not necessarily be indicative of the results that may be expected
for the year ended March 31, 1997. For further information, refer
to the consolidated financial statements and footnotes included in
the Westwood Corporation's annual report on Form 10-K for the year
ended March 31, 1996, and Form 8-K dated May 1, 1996.
Note B - Common Stock
- ---------------------
The financial statements, including earnings per share calculation,
reflect the impact of a 10% stock dividend declared by the Board of
Directors in October, 1995. Earnings per share are based on
5,581,682 shares issued and outstanding.
Stock option plans for directors and employees, adopted in 1992 and
1993 and adjusted for stock dividends, aggregate 665,000 shares.
As of September 30, 1996, total options actually issued under these
plans were for 387,000 shares, and no options have been exercised
or cancelled.
Note C - Acquisition of Roflan Associates, Inc.
- -----------------------------------------------
On May 1, 1996 Westwood Corporation acquired 100% of the issued and
outstanding common stock of Roflan Associates, Inc. and through
Roflan's ownership interest, 100% of the outstanding common stock
of its wholly-owned subsidiary, Peter Gray Corporation.
<PAGE>
Westwood Corporation's acquisition of Roflan for $990,000 has been
accounted for as a purchase. The Company utilized its bank credit
line for the purchase of Roflan and the payment of certain Roflan
liabilities.
The pro forma unaudited results of operations for the six months
ended September 30, 1996 and 1995, assuming consummation of the
purchase as of the beginning of the periods are as follows:
Six Months Ended September 30
1996 1995
-----------------------------
($000 except share data)
Sales $ 16,645 $ 20,478
Net Income $ 761 $ 879
Earnings per share $ .136 $ .157
<PAGE>
WESTWOOD CORPORATION
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
September 30, 1996
General
- -------
Results of Operations
- ---------------------
The Company has been dependent upon long-term switchgear contracts
relating to major new shipbuilding programs for the bulk of its
sales revenues. However, the Company has been successful in
becoming somewhat less dependent upon these major contracts due to
recent acquisitions and increased sales of RoxSystem products.
The DDG-51 and LHD programs are the most significant switchgear
contracts currently in production. The DDG-51 contract will be
completed in the fiscal year ending March 31, 1998, and the Company
was not the low bidder for renewal of this contract. The current
LHD contract will also be completed in the 1998 fiscal year, and a
possible follow-on order may be received under this program.
Second Quarter Ended September 30, 1996 and 1995
- ------------------------------------------------
Sales for the fiscal second quarter ended September 30, 1996 were
$8,288,000, a 22.4% increase over the same quarter last year. Most
of this sales increase was in marine hardware products as a result
of the recent acquisition of Roflan Associates. During the
quarter, sales of RoxSystem products also increased significantly,
while revenues recognized on major switchgear contracts declined.
Gross profit for the quarter was $1,938,000, or 23.4% of sales,
compared to $1,215,000 or 17.9% of sales for the same period last
year. Higher sales volume and an improved product mix accounted
for most of the higher margin.
Operating expenses were $1,221,000, a 68.4% increase over last
year, and primarily resulted from the acquisition of Roflan.
During the quarter, the Company also incurred substantial sales
promotion expenses relating to RoxSystem products.
<PAGE>
Operating income for the quarter was $717,000, or 8.7% of sales,
compared to $490,000 or 7.2% of sales for the same period last
year. Net income for the quarter was $437,000 or $.078 per share,
and a 42.8% increase compared to $306,000, or $.055 per share for
the same period last year.
Six Months Ended September 30, 1996 and 1995
- --------------------------------------------
Sales for the six months ended September 30, 1996 were $16,077,000,
a .9% decrease compared to last year. Revenues recognized on major
switchgear contracts declined compared to last year, while sales of
marine hardware products increased substantially as a result of the
Roflan acquisition. Sales of RoxSystem products also increased
significantly over the same period last year.
Gross profit for the six months ended September 30, 1996 was
$3,619,000 or 22.5% of sales, compared to $2,810,000 or 17.3% for
the same period last year. An improved product mix accounted for
the higher margin. Last year's sales included a large shipment of
low-margin air circuit breakers.
Operating expenses for the period were $2,318,000 compared to
$1,501,000 for last year. The 54.4% increase in expenses was
primarily due to the Roflan acquisition.
Operating income for the six months ended September 30, 1996 was
$1,301,000 or 8.1% of sales, compared to $1,309,000 which was also
8.1% of sales for the same period last year. Net income was
$784,000, or .140 per share, compared to $798,000, or .143 per
share for the same period last year.
Liquidity and Capital Resources
- -------------------------------
For the six months ended September 30, 1996, net cash provided by
operating activities was $1,083,000. Net income provided $784,000,
with other cash adjustments and sources being depreciation and
amortization of $293,000, decreases in accounts receivable of
$613,000, and costs and estimated earnings in excess of billings on
uncompleted contracts of $1,211,000. Significant uses of operating
cash flow were increases in inventories of $249,000, reductions in
accounts payable of $660,000, accrued liabilities of $564,000, and
income taxes payable of $310,000.
<PAGE>
The decreases in accounts receivable and costs and estimated
earnings in excess of billings were primarily due to reduced
progress billings and purchasing activity on major switchgear
contracts. Inventory increases related to a buildup in RoxSystem
and marine hardware products. The reductions in accounts payable
concerned the timing of payments, as well as lower switchgear
purchasing activity. Most of the decrease in accrued liabilities
related to the payment of Roflan accruals, and the reduction in
income taxes payable was due to the timing of estimated tax
payments.
The major use of cash for investing activities was the Roflan
acquisition for $990,000, discussed in Note C to the financial
statements. The Company borrowed $2,000,000 under its revolving
credit facility to fund this purchase and pay certain Roflan
liabilities.
The Company has a bank credit agreement which provides a $3,000,000
revolving facility based upon a borrowing base of qualifying
accounts receivables and inventory. This credit agreement has been
renewed to expire on July 31, 1997. The Company borrows from
time-to-time under this credit facility to support working capital
requirements, and believes that available borrowing capacity, along
with cash flows from operations, is adequate for future operations.
<PAGE>
PART II - OTHER INFORMATION
Item 5. Other Information
- ---------------------------
Regular Quarterly Dividend
- --------------------------
On November 7th, 1996, the Board of Directors approved a regular
quarterly dividend of $.01 per common share to stockholders of
record on December 1, 1996, and paid on December 22, 1996.
Issuance of Stock Dividend
- --------------------------
On November 7th, 1996, the Board of Directors approved a ten
percent stock dividend (one new share of common stock, par value
$.003 for each ten shares now held) to stockholders of record
December 1, 1996. The new shares will be issued on December 22,
1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
DATE: November 14, 1996 WESTWOOD CORPORATION
By: /s/ Ernest H. McKee
----------------------------
Ernest H. McKee, Director
President and
Chief Executive Officer
By: /s/ Paul R. Carolus
----------------------------
Paul R. Carolus, Director
Secretary/Treasurer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000876884
<NAME> WESTWOOD CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 259
<SECURITIES> 0
<RECEIVABLES> 4621
<ALLOWANCES> 0
<INVENTORY> 6242
<CURRENT-ASSETS> 13277
<PP&E> 4706
<DEPRECIATION> 2339
<TOTAL-ASSETS> 17197
<CURRENT-LIABILITIES> 5578
<BONDS> 0
0
0
<COMMON> 17
<OTHER-SE> 10728
<TOTAL-LIABILITY-AND-EQUITY> 17197
<SALES> 16077
<TOTAL-REVENUES> 16077
<CGS> 12458
<TOTAL-COSTS> 14776
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68
<INCOME-PRETAX> 1261
<INCOME-TAX> 477
<INCOME-CONTINUING> 784
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 784
<EPS-PRIMARY> .140
<EPS-DILUTED> .140
</TABLE>
