<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Quarterly Report under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter ended: March 31, 1997 Commission File Number: 0-19589
-------------- -------
ARGUSS HOLDINGS, INC. (formerly "Conceptronic, Inc.")
--------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 02-0413153
------------------------------- -------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification
incorporation of organization) Number)
One Church Street, Suite 302, Rockville, Maryland 20850
- ------------------------------------------------------ -----------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 301-315-0027
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 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:
----- -----
As of March 31, 1997, there were 3,271,326 shares of Common Stock, $ .01
par value per share and 4,000,000 shares of Class A Common Stock, $ .01 par
value per share, were outstanding.
<PAGE> 2
ARGUSS HOLDINGS, INC.
INDEX
Part I - Financial Statements:
Item 1 - Financial Statements
Consolidated Balance Sheets (Unaudited) -
March 31, 1997 and December 31, 1996 3
Consolidated Statements of Operations (Unaudited) -
Three Months Ended March 31, 1997 and March 31, 1996 4
Consolidated Statements of Cash Flows (Unaudited)-
Three Months Ended March 31, 1997 and March 31, 1996 5
Notes to Consolidated Financial Statements
(Unaudited) 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II - Other Information
Items 1 through 6 11-12
Signatures 13
2
<PAGE> 3
ARGUSS HOLDINGS, INC.
<TABLE>
Consolidated
Balance Sheets
(unaudited)
<CAPTION>
March 31, 1997 Dec. 31,1996
-------------- ------------
<S> <C> <C>
Assets
Current assets:
Cash $ 1,243,000 $10,318,000
Accounts receivable, net 6,146,000 2,917,000
Inventories 4,899,000 4,133,000
Other assets, current 1,010,000 339,000
----------- -----------
Total current assets 13,298,000 17,707,000
Property, plant and equipment, net 5,374,000 1,393,000
Goodwill and other assets 15,504,000 7,000
----------- -----------
$34,176,000 $19,107,000
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion long-term debt $ 550,000 $ 48,000
Short-term borrowings 170,000 -
Accounts payable 3,054,000 1,479,000
Accrued expenses and other liabilities 2,896,000 1,771,000
----------- -----------
Total current liabilities 6,670,000 3,298,000
----------- -----------
Long-term debt, excluding current portion 3,392,000 1,038,000
Deferred income taxes 415,000 -
----------- -----------
Total liabilities 10,477,000 4,336,000
----------- -----------
Stockholders' equity:
Common stock $.01 par value 73,000 57,000
Additional paid-in capital 24,371,000 16,077,000
Accumulated deficit (745,000) (1,363,000)
----------- -----------
Total stockholders' equity 23,699,000 14,771,000
----------- -----------
$34,176,000 $19,107,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
ARGUSS HOLDINGS, INC.
<TABLE>
Consolidated
Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Net sales $8,976,000 $3,931,000
Cost of goods sold 6,710,000 2,647,000
---------- ----------
Gross profit 2,266,000 1,284,000
Selling, general and administrative expenses 1,493,000 915,000
Engineering and development expenses 260,000 215,000
---------- ----------
Income from operations 513,000 154,000
---------- ----------
Other expense:
Goodwill amortization 196,000 -
Legal costs 25,000 50,000
Interest expense, net 55,000 45,000
---------- ----------
Income before income tax benefit 237,000 59,000
Income tax benefit 381,000 -
---------- ----------
Net income $ 618,000 $ 59,000
========== ==========
Income per share $ .08 $ .03
========== ==========
Weighted average number of shares
outstanding 7,517,000 1,730,000
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
<TABLE>
ARGUSS HOLDINGS, INC.
Consolidated
Statements of Cash Flows
(Unaudited)
<CAPTION>
Three Months Ended
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 618,000 $ 59,000
Adjustments to reconcile net income to net
cash provided by (used for) operating activities:
Depreciation and amortization 404,000 83,000
Changes in assets and liabilities:
Accounts receivable 1,174,000 396,000
Inventories (476,000) (1,156,000)
Refundable income taxes and other assets (627,000) (90,000)
Accounts payable 1,160,000 649,000
Accrued expenses and other liabilities (1,436,000) 1,000
----------- -----------
Net cash provided by (used for) operating activities 817,000 (58,000)
Cash flows used for investing activities:
Additions to property, plant and equipment (506,000) (49,000)
Purchase of White Mountain Cable Construction Corp.,
including acquisition costs, less cash acquired (8,879,000) -
----------- -----------
Net cash used for investing activities (9,385,000) (49,000)
Cash flows used for financing activities:
Proceeds from (payment of) line of credit, net (846,000) 117,000
Proceeds from ( repayments of) current note(s) payable, net 339,000 (10,000)
----------- -----------
Net cash provided by (used for) financing activities (507,000) 107,000
Net decrease in cash (9,075,000) -
Cash at beginning of period 10,318,000 10,000
----------- -----------
Cash at end of period $ 1,243,000 $ 10,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
ARGUSS HOLDINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited)
A) Restructuring
-------------
Prior to May, 1997, Arguss Holdings, Inc. (the"Company") operated as a
single entity under the name "Conceptronic, Inc." On May 9, 1997, management and
shareholders of the Company adopted a plan providing for the internal
restructuring of the Company whereby the Company became a holding company and
its operating assets were held by wholly-owned operating subsidiaries.
Accordingly, on May 9, 1997, the Company transferred substantially all of its
Conceptronic, Inc. operating assets to a newly-formed, wholly-owned subsidiary
of the Company, and the Company changed its name to "Arguss Holdings, Inc." The
subsidiary then adopted the name "Conceptronic, Inc." The Company's other
wholly-owned operating subsidiary is White Mountain Cable Construction Corp.
("WMC").
The Company conducts its operations through its wholly-owned subsidiaries,
Conceptronic and WMC. Conceptronic manufactures and sells highly advanced,
computer-controlled equipment used in the SMT circuit assembly industry. WMC is
engaged in the construction, reconstruction, maintenance, repair and expansion
of communications systems, cable television and data systems, including
providing aerial construction and splicing of both fiber optic and coaxial cable
to major communications customers.
B) Basis for Presentation
----------------------
As permitted by the rules of the Securities and Exchange Commission (the
"Commission") applicable to quarterly reports on Form 10-QSB, these notes are
condensed and do not contain all disclosures required by generally accepted
accounting principles. Reference should be made to the financial statements and
related notes included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996, filed with the Commission on March 31, 1997.
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments considered necessary to present fairly the
financial position of the Company as of March 31, 1997 and the results of
operations and cash flows for the periods presented. The Company prepares its
interim financial information using the same accounting principles as it does
for its annual financial statements.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
Research and development expenses incurred and expensed were $114,000 and
$62,000, respectively, for the quarters ended March 31, 1997 and 1996.
The Company reclassified certain information from prior year financial
statements to conform with the current year presentation.
C) Earnings per Share
------------------
Earnings per share is computed based on the weighted average number of
common shares outstanding adjusted, when dilutive, for the number of shares
issuable upon assumed exercise of stock options after the assumed repurchase of
shares with the related proceeds.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share (FASB
No. 128). FASB No. 128 supersedes APB No. 15 and specifies the computation,
presentation and disclosure requirements for earnings per share. FASB No. 128
is effective for financial statements for both interim and annual periods
ending after December 15, 1997 and early application is not permitted.
Accordingly, the Company will apply FASB No. 128 for the quarter and year ended
December 31, 1997 and restate prior period information as required under the
statement. The Company has determined that if the FASB No. 128 had been applied
for the first quarter ending March 31, 1997 the impact on earnings per share as
currently stated would be immaterial.
6
<PAGE> 7
D) Taxes
-----
During the quarter ended March 31, 1997, the Company reversed the valuation
allowance previously recorded against the entire deferred tax asset of
approximately $554,000. Based on the weight of evidence available, management
determined that it is more likely than not that the deferred tax asset will be
realized at a future date. During the quarter ended March 31, 1997, the Company
also recorded current tax expense of $173,000 based on its estimated annual
effective tax rate applied to first quarter pre-tax income.
E) White Mountain Cable Construction Corp.
--------------------------------------
In the first quarter of 1997, the Company acquired WMC which is engaged in
the construction, reconstruction, maintenance, repair and expansion of
communications systems, cable television and data systems, including providing
aerial construction and splicing of both fiber optic and coaxial cable to major
communications customers.
The purchase price was approximately $17,200,000 and consisted of 1,571,326
shares of Common Stock, $ .01 par value per share, of the Company and
approximately $8,642,000 in cash. The Company has classified as goodwill
approximately $15,700,000 which represents the cost in excess of the fair value
of the net assets of WMC which was accounted for as a purchase transaction.
Goodwill is being amortized using the straight-line method over 20 years. The
Company has further committed to acquire, during the second quarter of 1997,
property directly from the previous owners of WMC for an acquisition price of
approximately $345,000.
F) Business Segment Information
----------------------------
<TABLE>
The Company's operations have been classified into two business segments
for the quarter ended March 31, 1997, Cable Construction and Equipment
Manufacturing and Sales. Summary financial information for the two segments is
as follows:
<CAPTION>
---------------------------------------------------------------------------------------------
Three Months Ended
March 31, 1997
---------------------------------------------------------------------------------------------
Arguss Holdings, Equipment Cable
Inc. Manufacturing & Sales Construction
Segment Information
<S> <C> <C>
Net Sales $3,582,000 $5,394,000
Gross Profit Before Depreciation(1) 1,066,000 1,396,000
Operating Expenses Before Depreciation (2) 1,373,000 283,000
Depreciation Expense 62,000 146,000
Amortization Expense - 196,000
Net Interest and Other Expense 34,000 46,000
---------- ----------
Pre-tax Operating Income (Loss) $(439,000) $ 676,000
========== ==========
Capital Expenditures 90,000 416,000
Property, Plant and Equipment, Net 1,428,000 3,946,000
Goodwill, Net - 15,504,000
--------------------------------------------------------------------------------------------
<FN>
(1) Gross Profit was increased for manufacturing and cable construction
industry segments by $50,000 and $146,000, respectively, for the
reclass of depreciation expense as presented in the table.
(2) Operating Expenses was reduced for manufacturing segment by $12,000
for the reclass of depreciation expense as presented in the table.
</TABLE>
7
<PAGE> 8
G) Litigation
----------
On December 13, 1991, the Company was served with a complaint from
Vitronics Corporation ("Vitronics"), one of the Company's competitors, alleging
patent infringement involving its reflow soldering ovens. Vitronics sought an
injunction, together with unspecified damages and costs. The claim was filed in
the United States Federal District Court, District of New Hampshire.
In August 1995, the U.S. District Court issued a directed verdict of
non-infringement in Company's favor regarding method patent #4,654,502.
Additionally, a decision was reached on the apparatus patent #4,833,301 by a
jury which found non-infringement on all past and current Conceptronic ovens.
Vitronics appealed the directed verdict on patent #4,654,502 and the United
States Court of Appeals subsequently reversed and remanded the case for further
proceeding. A trial on the #4,654,502 patent is scheduled for October 1997.
In related actions, in April, 1997, the United States Patent Office
("PTO") rejected claims 1, 3-5 and 16 of Vitronics' patent #4,654,502 as being
unpatenable. This decision by the PTO, if confirmed on appeal, should nullify
the pending lawsuit. In December 1996, the Company named Vitronics and its
Chairman and CEO, James Manfield in a lawsuit, filed in Superior Court of the
State of New Hampshire, citing malicious prosecution and abuse of process. The
suit claims that Vitronics, when it initiated the 1991 patent infringement case
against Conceptronic, knew or should have known that the suit was without merit
and that claim 1 of U.S. Patent #4,883,301 was invalid, unenforceable and that
the patent not infringed.
In the opinion of counsel, the ultimate outcome of this litigation cannot
presently be determined; however, management of the Company believes that
Vitronic's claim is without merit and that the Company will ultimately prevail.
Accordingly, no provision has been made in the accompanying financial statements
for any potential liability that might result.
8
<PAGE> 9
ARGUSS HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF CONSOLIDATED OPERATIONS
Results of Operations
Prior to May, 1997, Arguss Holdings, Inc. (the"Company") operated as a single
entity under the name "Conceptronic, Inc." On May 9, 1997, management and
shareholders of the Company adopted a plan providing for the internal
restructuring of the Company whereby the Company became a holding company and
its operating assets were held by wholly-owned operating subsidiaries.
Accordingly, on May 9, 1997, the Company transferred substantially all of its
Conceptronic, Inc. operating assets to a newly-formed , wholly-owned, subsidiary
of the Company, and the Company changed its name to "Arguss Holdings, Inc." The
subsidiary then adopted the name "Conceptronic, Inc." The Company's other
wholly-owned operating subsidiary is White Mountain Cable Construction Corp.
("WMC").
The Company conducts its operations through its wholly-owned subsidiaries,
Conceptronic and WMC. Conceptronic manufactures and sells highly advanced,
computer-controlled equipment used in the SMT circuit assembly industry. WMC is
engaged in the construction, reconstruction, maintenance, repair and expansion
of communications systems, cable television and data systems, including
providing aerial construction and splicing of both fiber optic and coaxial cable
to major communications customers.
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996.
The Company had a consolidated net profit of approximately $618,000 for the
three months ended March 31, 1997 compared to $59,000 for the three months ended
March 31, 1996. The increase is primarily due to the acquisition of WMC. For
Conceptronic, the pre-tax loss for the three months ended March 31, 1997 was
$439,000, a $498,000 decrease in income from the same period in 1996. For WMC,
pre-tax income for the three months ended March 31, 1997 was $676,000.
Consolidated net income for the quarter ended March 31, 1997 was significantly
effected by goodwill amortization of $196,000 and an income tax benefit of
$381,000 due primarily to reversal of tax valuation allowances. The Conceptronic
pre-tax loss in the first quarter of 1997 resulted in part from a softness in
equipment sales and in part from increased expenses incurred for research and
development, the opening of the Malaysian sales office and expenses related to
infrastructure improvements.
Consolidated net sales in the first quarter of 1997 were approximately
$8,976,000 compared to approximately $3,931,000 for the first quarter of 1996,
an increase of approximately 128% due primarily to the acquisition of WMC. For
Conceptronic, net sales for the three months ended March 31, 1997 were
$3,582,000, a 9%, or $349,000, decrease from the comparable quarter in 1996. For
WMC, net sales for the three months ended March 31, 1997 were $5,394,000. The
decrease in Conceptronic sales resulted from a continued softness in the SMT
circuit assembly equipment industry. Conceptronic backlog as of March 31, 1997
was approximately $2,256,000 compared to approximately $1,632,000 as of March
31, 1996, a 38% increase. Conceptronic bookings in the first quarter of 1997
were approximately $4,688,000, compared to approximately $4,190,000 in the first
quarter of 1996, an increase of approximately 12%, giving the Company optimism
for increasing customer demand for SMT equipment over the course of the year.
Consolidated gross profit margin was 25% of sales in the first quarter of 1997
compared to 33% for the first quarter of 1996. The decrease in margins is
attributed to the acquisition of WMC, which has seasonally its lowest gross
profit performance during winter conditions, and the unabsorbtion of
manufacturing overhead at Conceptronic due to a 9% decrease in sales.
9
<PAGE> 10
Consolidated selling, general and administrative expenses for the first quarter
of 1997 were $1,493,000 compared to $915,000 for the first quarter of 1996. The
increase was largely due to the acquisition of WMC, opening of the Malaysian
sales office and other infrastructure expenditures.
Consolidated engineering and development expenditures for the first quarter of
1997 were $260,000 compared to $215,000 in the first quarter of 1996. The
Company continues to spend the majority of its development dollars on it's SMT
equipment lines.
Legal costs for the first quarter of 1997 were $25,000 compared to $50,000 for
the same period in 1996. These costs were incurred in the Company's defense of
the patent infringement appeal by Vitronics.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because such statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are
not limited to, those discussed in filings made by the Company with the
Securities and Exchange Commission.
Liquidity and Capital Resources
In the first quarter of 1997, the Company acquired WMC for a purchase price of
approximately $17,200,000 consisting of cash of $8,642,000 and 1,571,000 shares
of Common Stock.
Consolidated net cash provided by operations for the three months ended March
31, 1997 was $817,000 compared to net cash used by operations of $58,000 in the
first quarter of 1996. The change in cash from operations is due to increased
profits from consolidated operations; reduction in WMC receivables offset by a
similiar reduction for billings in excess of costs; higher Conceptronic vendor
payables offset by higher inventories to meet a growing backlog; and an increase
in depreciation and amortization which includes goodwill amortization of
$196,000. An increase in other assets from a reversal of a $554,000 tax
valuation allowance was an additional use of cash. Net cash used for investing
activities in the first quarter of 1997 was $9,385,000 compared to $49,000 in
the first quarter of 1996. The increase in investing activities is primarily due
to the acquisition of WMC. Net cash flows used by financing activities was
$507,000 for the three months ended March 31, 1997 compared to net cash flows
provided by financing activities of $107,000 for the same period in 1996. The
decrease in net cash flows from financing activities reflects proceeds of
approximately $616,000 from WMC line of credit with Citizens Bank New
Hampshire ("Citizens") which was offset by repayments of notes payable to
shareholders of WMC and payments on Citizens revolving line of credit.
The Company has classfied as goodwill approximately $15,700,000 which represents
the cost in excess of the fair value of the net assets of WMC which was
accounted for as a purchase transaction. Goodwill is being amortized using the
straight-line method over 20 years.
Conceptronic has a $1,500,000 demand line of credit. The Company had no
borrowings against the line of credit as of March 31, 1997. WMC has three loan
facilities aggregating approximately $4,600,000. The outstanding balance of
these three loan facilities was approximately $3,038,000 as of March 31, 1997.
The Company believes it has sufficient cash flows from operations, cash on hand,
and availability from its existing credit lines to finance its business for the
balance of the fiscal year.
10
<PAGE> 11
ARGUSS HOLDINGS, INC.
PART II
Other Information
Item 1: Legal Proceedings.
The Company is involved in the following action:
1. VITRONICS CORPORATION v. CONCEPTRONIC, INC. On December 13, 1991, the
Company was served with a complaint from Vitronics Corporation ("Vitronics"),
one of the Company's competitors, alleging patent infringement involving its
reflow soldering ovens. Vitronics sought an injunction, together with
unspecified damages and costs. The claim was filed in the United States Federal
District Court, District of New Hampshire.
In August 1995, the U.S. District Court issued a directed verdict of
non-infringement in Company's favor regarding method patent #4,654,502.
Additionally, a decision was reached on the apparatus patent #4,833,301 by a
jury which found non-infringement on all past and current Conceptronic ovens.
Vitronics appealed the directed verdict on patent #4,654,502 and the United
States Court of Appeals subsequently reversed and remanded the case for further
proceeding. A trial on the #4,654,502 patent is scheduled for October 1997.
In related actions, in April, 1997, the United States Patent Office ("PTO")
rejected claims 1,3-5 and 16 of Vitronics' patent #4,654,502 as being
unpatenable. This decision by the PTO, if confirmed on appeal, should nullify
the pending lawsuit. In December 1996, the Company named Vitronics and its
Chairman and CEO, James Manfield in a lawsuit, filed in Superior Court of the
State of New Hampshire, citing malicious prosecution and abuse of process. The
suit claims that Vitronics, when it initiated the 1991 patent infringement case
against Conceptronic, knew or should have known that the suit was without merit
and that claim 1 of U.S. Patent #4,883,301 was invalid, unenforceable and that
the patent not infringed.
In the opinion of counsel, the ultimate outcome of this litigation cannot
presently be determined; however, management of the Company believes the
Vitronic's claim is without merit and that the Company will ultimately prevail.
Accordingly, no provision has been made in the accompanying financial statements
for any potential liability that might result.
Items 2, 3 and 5: Not Applicable
11
<PAGE> 12
Item 4: Submission of Matters to a Vote of Securityholders
The Annual Meeting of Stockholders of the Company was held on May 9, 1997
in connection with which proxies were solicited pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended. At the meeting, stockholders
were asked to consider and vote upon the following proposals: (a) election of
seven directors; (b) amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 15,000,000 to
20,000,000; (c) amendment of the Company's 1991 Stock Option Plan to increase
the number of shares of Common Stock issuable thereunder from 625,000 to
1,200,000; (d) the reorganization of the Company into a new holding company
structure by the transfer of all of the operating assets and liabilities of the
Company to a new wholly-owned subsidiary of the Company; (e) amendment to the
Company's Certificate of Incorporation to change the corporate name of the
Company; and (f) ratification of the Company's independent auditors. All
proposals were approved by the requisite vote of the Company's stockholders.
With respect to the amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock, there were 5,720,831
votes cast for the proposal, 14,570 votes cast against the proposal and 1,300
votes abstaining. With respect to the amendment to the Company's 1991 Stock
Option Plan, there were 5,665,075 votes cast for the proposal, 23,800 votes
cast against the proposal, 6,300 votes abstaining, and 41,706 broker nonvotes.
With respect to the reorganization of the Company, there were 2,300,892 votes
cast for the proposal, 2,000 votes cast against the proposal, 1,200 votes
abstaining and 719,788 broker nonvotes. With respect to the amendment to the
Company's Certificate of Incorporation to change the corporate name of the
Company, there were 5,729,781 votes cast for the proposal, 6,100 votes cast
against the proposal and 1,000 votes abstaining. With respect to the
ratification of the Company's independent auditors, there were 5,723,931 votes
cast for the proposal and 12,950 votes cast against the proposal.
Item 6: Exhibits and Reports on form 8-K
(a) 11a Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
(iii) Amendment to Certificate of Incorporation
(b) Reports on Form 8-K
In a Report on Form 8-K, dated March 5, 1997, the Company reported under
item 2, "Acquisition or Disposition of Assets", the acquisition by the Company,
through a wholly-owned subsidiary, of White Mountain Cable Construction Corp.
12
<PAGE> 13
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.
Arguss Holdings, Inc.
May 13, 1997 By: /s/ Rainer H. Bosselmann
-----------------------------------------
Rainer H. Bosselmann
Chief Executive Officer
May 13, 1997 By: /s/ Arthur F. Trudel
-----------------------------------------
Arthur F. Trudel
Principal Financial Officer and Principal
Accounting Officer
13
<PAGE> 14
ARGUSS HOLDINGS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
11(a) Statement regarding computation of per share Earnings
iii Certificate of Amendment to Certificate of Incorporation
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11a
ARGUSS HOLDINGS, INC.
<TABLE>
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
Three Months Ended
March 31, 1997 March 31, 1996
<S> <C> <C>
NET INCOME $ 618,000 $ 59,000
---------- ----------
PRIMARY EARNINGS PER SHARE
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 7,271,000 1,700,000
STOCK OPTIONS 246,000 30,000
---------- ----------
7,517,000 1,730,000
NET INCOME PER SHARE $ .08 $ .03
---------- ----------
</TABLE>
<PAGE> 1
Exhibit (iii)
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CONCEPTRONIC, INC.
CONCEPTRONIC, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, adopted the
following resolutions proposing and declaring advisable the
following amendments to the Certificate of Incorporation of
said Corporation.
RESOLVED: That the Certificate of Incorporation of the Corporation be
amended by changing the First Article thereof so that, as
amended, said Article shall be and read as follows:
"The name of the corporation is Arguss Holdings, Inc."
RESOLVED: That the Certificate of Incorporation of the Corporation be
amended by changing the first sentence of the Fourth Article
thereof so that, as amended, the first sentence of said
Article shall be and read as follows:
"The total number of shares of stock which the Corporation
shall have authority to issue is twenty-one million
(21,000,000), consisting of twenty million (20,000,000)
shares of Common Stock, $.01 par value per share, and one
million (1,000,000) shares of Preferred Stock, $.01 par value
per share."
SECOND: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Sections 222 and 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Conceptronic, Inc. has caused this Certificate to
be signed by Rainer H. Bosselmann, its Chairman of the Board and Chief
Executive Officer, this 9th day of May, 1997.
CONCEPTRONIC, INC.
By:_____________________________
Name: Rainer H. Bosselmann
Title: Chairman of the Board and
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,243,000
<SECURITIES> 0
<RECEIVABLES> 6,146,000
<ALLOWANCES> 0
<INVENTORY> 4,899,000
<CURRENT-ASSETS> 13,298,000
<PP&E> 8,713,000
<DEPRECIATION> (3,339,000)
<TOTAL-ASSETS> 34,176,000
<CURRENT-LIABILITIES> 6,670,000
<BONDS> 3,392,000
0
0
<COMMON> 24,444,000
<OTHER-SE> (745,000)
<TOTAL-LIABILITY-AND-EQUITY> 34,176,000
<SALES> 8,976,000
<TOTAL-REVENUES> 8,976,000
<CGS> 6,710,000
<TOTAL-COSTS> 6,710,000
<OTHER-EXPENSES> 1,753,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55,000
<INCOME-PRETAX> 237,000
<INCOME-TAX> (381,000)
<INCOME-CONTINUING> 618,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 618,000
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
