SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 1996
LIBERTY TECHNOLOGIES, INC.
(Exact name of issuer as specified in charter)
Pennsylvania 0-21274 23-2295708
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
555 North Lane, Lee Park
Conshohocken, Pennsylvania 19428
(Address of principal executive offices)
(610) 834-0330
(Registrant's telephone number, including area code)
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Exhibit Index Appears on Page 4
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Item 5. Other Events
On October 30, 1996, Liberty Technologies, Inc. (the "Company")issued a
press release in respect of its third quarter financial results, the text of
which is set forth in Exhibit 99.1 hereto (the "Press Release").
The Press Release contains certain statements of a forward-looking
nature relating to future events or the future financial performance of the
Company. Prospective and current investors are cautioned that such statements
are only predictions and that actual events or results may differ materially. In
evaluating such statements, prospective and current investors should
specifically consider the various factors which could cause actual results to
differ from those indicated by such forward-looking statements including,
without limitation, the timely development, production and acceptance of new
products; changes in product/service revenue mix; continued acceptance in the
marketplace, competition and buying patterns of customers; and absence of a
significant order backlog. Further information on the factors that could affect
the Company's financial results are included in the Company's SEC filings,
including, without limitation, the Form 10-Q for the quarter ended June 30,
1996, and the Form 10-Q for the quarter ended September 30, 1996, which will be
filed shortly.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits
99.1 Text of Press Release, dated October 30, 1996, issued
by the Company.
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SIGNATURE
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 hereunto duly authorized.
LIBERTY TECHNOLOGIES, INC.
Date: November 4, 1996 By: /s/ R. Nim Evatt
--------------------------
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
99.1 Text of Press Release, dated
October 30, 1996, issued by
the Company. 5
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EXHIBIT 99.1
For Immediate Release
Contact: Dan Clare
(610) 834-0330
LIBERTY TECHNOLOGIES, INC. REPORTS
1996 THIRD QUARTER FINANCIAL RESULTS
CONSHOHOCKEN, PA (October 30, 1996) ... Liberty Technologies, Inc.
(NASDAQ:LIBT) today reported financial results for the third quarter and nine
months ended September 30, 1996.
Total revenues were $7,350,000 in the third quarter compared with
$7,582,000 in the same quarter a year ago. The Company experienced lower
condition monitoring product sales in their industrial, nuclear, and
international markets. In addition, nuclear service sales were unfavorable to
last year. RADView(TM) sales partially offset the declines. Net loss for the
third quarter was $1,667,000, or $(0.33) per share, compared with a loss of
$414,000, or $(0.08) per share, in the same quarter a year ago. The increase in
net loss reflects the lower revenues and margins; increased spending for the
launch of RADView; and an increase in reported research and development costs
due to no capitalization of software costs in 1996 (which had a positive impact
of $0.04 per share in 1995). In addition, there was a reduction in tax benefits
as the effective tax rate for 1995 was 27% versus 37% in the same quarter of
last year.
For the first nine months of 1996, total revenues were $25,702,000 as
compared to $28,778,000 in the first nine months of 1995, reflecting the same
factors as noted above
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for the current quarter. Year-to-date net loss was $1,693,000 compared with net
income of $436,000 in 1995. Liberty's working capital was $4,180,000 with
essentially no long term debt.
R. Nim Evatt, President and CEO, said, "We are obviously very
disappointed with the third quarter. Product sales have not yet met expectations
and development costs have exceeded our estimates as we commercialize three new
condition monitoring products and RADView. With the recent receipt of a large
order from one of our pipeline customers and anticipated customer year-end
budget spending, we expect to improve to a break-even for the fourth quarter."
He concluded, "Our product development plans remain on course for the
year-end launch of the three new condition monitoring products; and the
development of RADView progresses as it continues to be well received in the
market. We remain confident about the prospects for the Company in 1997.
However, in light of our current operating results, the Company's Board of
Directors has initiated a comprehensive review of strategic alternatives to
enhance shareholder value."
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LIBERTY TECHNOLOGIES, INC.
(000's, except per share amount)
Condensed Consolidated Results of Operations
<TABLE>
<CAPTION>
Three Months Nine Months
ended September 30 ended September 30
------------------ ------------------
(unaudited) (unaudited)
1996 1995 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 7,350 $ 7,582 $ 25,702 $ 28,778
Gross Profit 2,693 3,212 11,268 12,817
Operating income (loss) (2,360) 1,057 (2,225) 700
Income (loss) before taxes & minority
interest (2,418) (662) (2,354) 688
Income tax (benefit) (688) (248) (645) 252
Minority interest in joint venture (83) -- (16) --
Net income (loss) $ (1,667) $ (414) $ (1,693) $ 436
======== ======== ======== ========
Shares used in computing
earnings (loss) per share 4,978 4,451 4,969 5,214
======== ======== ======== ========
Earnings (loss) per share $ (0.33) $ (0.08) $ (0.34) $ 0.08
======== ======== ======== ========
</TABLE>
Condensed Consolidated Balance Sheets
Sept. 30, 1996 Dec. 31, 1995
-------------- -------------
(unaudited) (unaudited)
Total current assets $13,198 $12,907
Total assets 24,156 23,803
Total current liabilities 9,018 7,134
Long-term debt 256 259
Shareholders' equity 14,823 16,410
Liberty Technologies is a worldwide provider of innovative products and
services that improve industrial productivity and safety. Internet address:
libertytech.com or e-mail: [email protected].
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