SI HANDLING SYSTEMS INC
10-Q, 1996-07-16
CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For The Quarterly Period Ended June 2, 1996

                           Commission File No. 0-3362


                            SI HANDLING SYSTEMS, INC.
- - --------------------------------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)


                   Pennsylvania                             22-1643428
         (State Or Other Jurisdiction Of                 (I.R.S. Employer
          Incorporation Or Organization)                Identification No.)

          600 Kuebler Road, Easton, PA                          18040
    (Address Of Principal Executive Offices)                 (Zip Code)

Registrant's Telephone Number, Including Area Code:         610-252-7321


Indicate by checkmark  whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) 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

Number of shares of common stock,  par value $1.00 per share,  outstanding as of
June 2, 1996: 2,448,696


<PAGE>


                                      - 2 -

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.       FINANCIAL STATEMENTS
- - -------       --------------------
SI HANDLING SYSTEMS, INC.
Balance Sheets
     (In Thousands, Except Share Data)
<TABLE>
<CAPTION>
                                                     June 2,       March 3,
Assets                                                1996           1996
- - ------                                             ----------      -------
<S>                                                 <C>             <C> 
Current assets:
   Cash and cash equivalents, principally
     time deposits                                  $ 1,575          1,335
   Short-term investments                               781          2,414
                                                    -------        -------
       Total cash, cash equivalents, and
         short-term investments                       2,356          3,749
                                                    -------        -------

   Receivables:
     Trade                                            3,513          2,505
     Notes and other receivables                        719            528
                                                    -------        -------
       Total receivables                              4,232          3,033
                                                    -------        -------

   Costs and estimated earnings in excess
     of billings                                      1,858          1,803

   Inventories:
     Raw materials                                      910            963
     Finished goods and work-in-process                 811            799
                                                    -------        -------
       Total inventories                              1,721          1,762
                                                    -------        -------

   Deferred income tax benefits                         229            229
   Prepaid expenses and other current assets            130            141
                                                    -------        -------
       Total current assets                          10,526         10,717
                                                    -------        -------

Property, plant and equipment, at cost:
   Land                                                  27             27
   Buildings and improvements                         3,276          3,276
   Machinery and equipment                            3,435          3,331
                                                    -------        -------
                                                      6,738          6,634
   Less:  accumulated depreciation                    5,540          5,461
                                                    -------        -------
       Net property, plant and equipment              1,198          1,173
                                                    -------        -------

Deferred income tax benefits                             71             71
Investment in joint venture                             560            530
Other assets, at cost less accumulated
   amortization of $59 in 1997 and $57
   in 1996                                               77             79
                                                    -------        -------
  
       Total assets                                 $12,432         12,570
                                                    =======        =======
</TABLE>
                 See accompanying notes to financial statements.


<PAGE>


                                      - 3 -

ITEM 1.       FINANCIAL STATEMENTS (CONTINUED)
- - -------       --------------------------------
SI HANDLING SYSTEMS, INC.
Balance Sheets
     (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                          June 2,       March 3,
Liabilities and Stockholders' Equity                       1996           1996
- - ------------------------------------                     ---------      -------
<S>                                                       <C>             <C>   
Current liabilities:
   Current installments of long-term debt                 $    20             20
   Accounts payable                                         1,608          1,542
   Customers' deposits and billings in excess
     of costs and estimated earnings                        1,399          1,112
   Accrued salaries, wages, and commissions                   566            929
   Income taxes payable                                       211            275
   Accrued royalties payable                                  244            593
   Liabilities and deferred credits associated
     with the AGV Asset Purchase Agreement                     72             80
   Accrued other liabilities                                  821            659
                                                          -------        -------
     Total current liabilities                              4,941          5,210
                                                          -------        -------

Long-term liabilities:
   Long-term debt, excluding current installments:
     Mortgages payable                                         43             49
                                                          -------        -------
       Total long-term debt                                    43             49
                                                          -------        -------

   Deferred compensation                                       94            101
                                                          -------        -------

       Total long-term liabilities                            137            150
                                                          -------        -------

Commitments and contingencies

Stockholders' equity:
   Common stock, $1 par value; authorized
     5,000,000 shares; issued 2,448,696 shares
     in 1997 and 2,441,341 shares in 1996                   2,449          2,441
   Additional paid-in capital                               3,638          3,613
   Retained earnings                                        1,267          1,156
                                                          -------        -------
       Total stockholders' equity                           7,354          7,210
                                                          -------        -------
       Total liabilities and stockholders' equity         $12,432         12,570
                                                          =======        =======
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                                      - 4 -

ITEM 1.       FINANCIAL STATEMENTS (CONTINUED)
- - -------       --------------------------------
SI HANDLING SYSTEMS, INC.
Statements of Operations
     (In Thousands, Except Share And Per Share Data)

<TABLE>
<CAPTION>
                                           Three Months Ended
                                         ---------------------
                                         June 2,       May 28,
                                          1996          1995
                                         -------       -------

<S>                                     <C>           <C>  
Net sales                                $5,631         6,097
Cost of sales                             3,941         4,504
                                         ------        ------

Gross profit on sales                     1,690         1,593
                                         ------        ------

Selling, general, and
   administrative expenses                1,330         1,159
Product development costs                    80           105
Interest expense                              3             4
Interest income                             (45)          (25)
Equity in income of joint venture           (30)          (24)
Other expense (income), net                 (64)          (41)
                                         ------        ------
                                          1,274         1,178
                                         ------        ------

Earnings before income taxes                416           415
Income tax expense                           31            65
                                         ------        ------

Net earnings                             $  385           350
                                         ======        ======

Net earnings per common share
   and common share equivalent*          $  .16           .14
                                         ======        ======

Dividends per share**                    $  .10           .07
                                         ======        ======

<FN>
*   On July 18, 1995,  the Board of  Directors  declared a  three-for-two  stock
    split that was  distributed on August 11, 1995 to  stockholders of record on
    July 31,  1995.  Earnings  per share for all periods  presented  reflect the
    three-for-two  stock split and are based on the weighted  average  number of
    shares outstanding and equivalent shares from dilutive stock options,  which
    were  2,455,000  and  2,478,000,  respectively,  at June 2, 1996 and May 28,
    1995.

**  Dividends  per share for the three months  ended May 28, 1995 were  adjusted
    for the three-for-two stock split that was distributed on August 11, 1995 to
    stockholders of record on July 31, 1995.
</FN>
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                                      - 5 -

ITEM 1.       FINANCIAL STATEMENTS (CONTINUED)
- - -------       --------------------------------
SI HANDLING SYSTEMS, INC.
Statements of Cash Flows
     (In Thousands)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                         ---------------------
                                                           June 2,      May 28,
                                                            1996         1995
                                                         ----------   ---------
<S>                                                       <C>            <C>  
Cash flows from operating activities:
   Net earnings                                           $   385           350
   Adjustments to reconcile net earnings
     to net cash provided by (used in)
     operating activities:
       Depreciation of plant and equipment                     79           112
       Amortization of intangibles                              2             3
       Equity in income of joint venture                      (30)          (24)
       Change in operating assets and liabilities:
         Receivables                                       (1,199)        3,036
         Costs and estimated earnings in
           excess of billings                                 (55)         (722)
         Inventories                                           41           (63)
         Deferred income tax benefits                          --           (80)
         Prepaid expenses and other
           current assets                                      11           148
         Accounts payable                                      66          (991)
         Customers' deposits and billings
           in excess of costs and estimated
           earnings                                           287           667
         Accrued salaries, wages, and
           commissions                                       (363)          (15)
         Income taxes payable                                 (64)          145
         Accrued royalties payable                           (349)         (332)
         Liabilities and deferred credits
           associated with the AGV
           Asset Purchase Agreement                            (8)          100
         Accrued other liabilities                            162           (24)
         Deferred compensation                                 (7)           (7)
                                                          -------       -------
   Net cash provided by (used in) operating
     activities                                            (1,042)        2,303
                                                          -------       -------

Cash flows from investing activities:
   Sales of short-term investments                          1,633            --
   Additions to property, plant and equipment                (104)          (18)
                                                          -------       -------
   Net cash provided by (used in) investing
     activities                                             1,529           (18)
                                                          -------       -------
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                                      - 6 -

ITEM 1.    FINANCIAL STATEMENTS (CONTINUED)
- - -------    --------------------------------
SI HANDLING SYSTEMS, INC.
Statements of Cash Flows (Continued)
     (In Thousands)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                        -----------------------
                                                           June 2,      May 28,
                                                            1996         1995
                                                         ----------   ---------

<S>                                                        <C>          <C>  
Cash flows from financing activities:
   Sale of treasury stock in connection with
     employee stock option plan                                --             1
   Sale of common shares in connection
     with employee stock option plan                            3            --
   Repayment of long-term debt, including
     current portion                                           (6)           (7)
   Increase in (repayment of) loan
     payable to bank                                           --          (500)
   Dividends paid on common stock                            (244)           --
                                                           ------        ------
   Net cash used by financing
     activities                                              (247)         (506)
                                                           ------        ------

   Increase in cash and cash equivalents                      240         1,779
   Cash and cash equivalents, beginning
     of period                                              1,335           571
                                                           ------        ------
   Cash and cash equivalents, end of
     period                                                $1,575         2,350
                                                           ======        ======

   Supplemental disclosures of cash flow
   information:
     Cash paid during the period for:
       Interest                                            $    1             5
                                                           ======        ======
       Income taxes                                        $   95            --
                                                           ======        ======

   Supplemental disclosure of noncash financing activities:
     Cash dividends declared in May but
       payable in June                                     $   --           164
                                                           ======        ======
     Issuance of 10,603 common shares
       in exchange for 3,865 common
       shares delivered to the Company
       by officers in connection with the
       employee incentive stock option plan                $   30            --
                                                           ======        ======
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                                      - 7 -

ITEM 1.       FINANCIAL STATEMENTS (CONTINUED)
- - -------       --------------------------------
SI HANDLING SYSTEMS, INC.
Notes To Financial Statements
Three Months Ended June 2, 1996 and May 28, 1995

(1)  The  information  contained in this 10-Q report is unaudited and is subject
     to year-end  adjustments and audit.  However, in the opinion of management,
     the interim  financial  statements  furnished  reflect all  adjustments and
     accruals which are necessary to a fair statement of results for the interim
     periods presented.

     SI  Handling   Systems,   Inc.   ("SI"  or  the  "Company")  and  Automated
Prescription  Systems,  Inc.  ("APS") are  co-venturers in a joint venture named
SI/BAKER, INC. ("SI/BAKER" or the "joint venture"). The joint venture draws upon
the automated materials handling systems experience of SI and the automated pill
counting and dispensing  products of APS to provide automated  pharmacy systems.
Each member company contributed $100,000 in capital to fund the joint venture.
     The  joint  venture  designs  and  installs  computer   controlled,   fully
automated,  integrated systems for managed care pharmacy  operations.  The joint
venture's systems are viewed as labor saving devices which address the issues of
improved productivity and cost reduction.  Systems can be expanded as customers'
operations  grow and they may be integrated with a wide variety of components to
meet specific customer needs.
     Schedule  A  contains  the  SI/BAKER,   INC.  financial   statements.   The
information  contained in the SI/BAKER,  INC. financial  statements is unaudited
and is subject to year-end  adjustments  and audit.  However,  in the opinion of
management,  the interim financial  statements furnished reflect all adjustments
and accruals  which are necessary to a fair statement of results for the interim
periods presented.


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- - -------    -----------------------------------------------------------
           AND RESULTS OF OPERATIONS
           -------------------------

Liquidity and Capital Resources
- - -------------------------------
     The Company's  cash and cash  equivalents  increased to  $1,575,000  during
fiscal 1997 from  $1,335,000  at the end of fiscal 1996.  The increase  resulted
from cash proceeds of $1,633,000  from the sale of  short-term  investments  and
$3,000  from the sale of common  stock in  connection  with the  employee  stock
option plan. Partially offsetting the increase in cash and cash equivalents were
cash used by operating activities totaling  $1,042,000,  repayments of long-term
debt of $6,000,  purchases of equipment of $104,000, and the payment of $244,000
in cash dividends to stockholders. Funds provided by operating activities during
the first three months of fiscal 1996 were $2,303,000.


<PAGE>


                                      - 8 -

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- - -------       -------------------------------------------------
              CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
              -----------------------------------------------
SI HANDLING SYSTEMS, INC.

Liquidity and Capital Resources (Continued)
- - -------------------------------
     The Company has a $5,000,000  committed  revolving credit facility which is
secured by a lien  position on accounts  receivable,  land,  and  buildings  and
contains  various  restrictive  covenants  relating to additional  indebtedness,
asset acquisitions or dispositions, and maintenance of certain financial ratios.
The Company was in compliance  with all covenants  during the first three months
of fiscal 1997. The term of the original arrangement was for three years with an
expiration  date of July  31,  1996;  however,  effective  March  1,  1996,  the
Company's  principal bank amended certain covenants to allow the Company greater
operating  flexibility and extended the expiration date of the revolving  credit
facility to July 31, 1998.  During the first three  months of fiscal  1997,  the
Company  did not  have any  borrowings  under  the  committed  revolving  credit
facility.
     On May 15, 1996, SI/BAKER,  INC.  ("SI/BAKER") borrowed $2,000,000 from its
principal bank to fund short-term working capital requirements.  The Company and
its joint venture partner,  Automated  Prescription  Systems, Inc. ("APS"), each
guaranteed   $1,000,000  of  the  borrowing.   SI/BAKER  repaid  the  $2,000,000
short-term  debt on June 4,  1996.  The  Company  and APS may  guarantee  future
borrowings of its joint venture  Company if the  circumstances  surrounding  the
borrowing transaction warrant the guarantee.
     The Company  anticipates  that its financial  resources,  consisting of its
current  assets,  anticipated  cash flow,  and the  available  revolving  credit
facility will adequately  finance its operating  requirements in the foreseeable
future.
     The  Company  plans to  consider  expansion  opportunities  as they  arise,
although  ongoing  operating  results  of  the  Company,  the  economics  of the
expansion, and the circumstances justifying the expansion will be key factors in
determining  the  amount  of  resources  the  Company  will  devote  to  further
expansion.  At this  time,  the  Company  does  not have  any  material  capital
commitments.

Results of Operations
- - ---------------------
Three Months Ended June 2, 1996 Versus Three Months Ended May 28,
- - -----------------------------------------------------------------
1995
- - ----
     The  Company's  net earnings for the first three months of fiscal 1997 were
$385,000  compared to net  earnings of  $350,000  for the first three  months of
fiscal  1996.  Backlog  at the end of the  first  quarter  of  fiscal  1997  was
$10,921,000 with the majority of the backlog pertaining to Switch-Cart, Cartrac,
and Dispen-SI-matic contracts.


<PAGE>


                                      - 9 -

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- - -------       -------------------------------------------------
              CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
              -----------------------------------------------
SI HANDLING SYSTEMS, INC.

Results of Operations
- - ---------------------
Three Months Ended June 2, 1996 Versus Three Months Ended May 28,
- - -----------------------------------------------------------------
1995 (Continued)
- - ----
     Net sales of $5,631,000 for the first three months of fiscal 1997 decreased
7.6%  compared to net sales of  $6,097,000  for the first three months of fiscal
1996.  The sales decrease in the first three months of fiscal 1997 is attributed
primarily  to a smaller  backlog of orders  entering  fiscal  1997  ($10,488,000
versus a  $16,665,000  backlog  beginning  fiscal  1996).  The  largest  decline
occurred in the Cartrac  product line  whereby  during the first three months of
fiscal 1996 a significant  amount of progress  relating to two large  automotive
contracts,  subsequently  completed  by the  end of  fiscal  1996,  resulted  in
substantial  revenues.  Also, the Company's  Automated  Guided  Vehicle  Systems
("AGVS") and Order Selection Systems product lines experienced declines in sales
for the first  three  months of fiscal  1997  when  compared  to the prior  year
comparable  period.  The  decline  in AGVS sales for the first  three  months of
fiscal 1997 is due to the Company's  reduced  emphasis on the AGVS product line,
with selling efforts related to the product currently  confined to the parts and
service business.  Contributing to the lower beginning backlog,  and hence sales
in the first  quarter  of fiscal  1997,  are  delays by  prospective  customers,
particularly those interested in Order Selection  Systems,  in signing contracts
due to  expanding  project  scope and to merger  and  acquisition  interference.
Partially  offsetting the declines  mentioned  above was an increase in sales of
the  Company's  Switch-Cart  product,  principally  relating to  performance  on
contracts  received  during the fourth  quarter of fiscal 1996.  The Company was
also the recipient of a $2,400,000  Switch-Cart contract at the end of the first
quarter  of fiscal  1997.  This  Switch-Cart  contract  will  enhance  automated
roll-handling  capabilities  for a customer in the  newspaper  industry and will
generate revenue for the Company throughout the remainder of the fiscal year.
     Gross profit as a percentage  of sales was 30.0% for the first three months
of fiscal 1997 compared to 26.1% for the first three months of fiscal 1996.  The
increase in the gross  profit  percentage  for the first three  months of fiscal
1997  was  primarily  attributable  to  the  favorable  performance  on  several
contracts  initiated in prior fiscal years that were completed  during the first
quarter of fiscal 1997 as well as to a higher content in contracts  currently in
progress of  proprietary  product  whereby  margins  are higher  than  contracts
containing a high degree of ancillary  products.  Also contributing to the lower
gross profit  percentage in the fiscal 1996 comparable period were primarily two
factors:  difficulties  in executing and  concluding  several AGVS  contracts as
additional costs became necessary to meet contractual  throughput and durability
requirements,  and higher costs associated with first-time design inefficiencies
relating  to  the  Company's  new  small  parcel   sortation   system  aimed  at
improvements to mail order distribution operations.


<PAGE>


                                     - 10 -

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- - -------    ---------------------------------------------------------------
           RESULTS OF OPERATIONS (CONTINUED)
           ---------------------
SI HANDLING SYSTEMS, INC.

Results of Operations
- - ---------------------
Three Months Ended June 2, 1996 Versus Three Months Ended May 28,
- - -----------------------------------------------------------------
1995 (Continued)
- - ----
     Selling,  general, and administrative expenses of $1,330,000 were higher by
$171,000 in the first three months of fiscal 1997 than in the comparable  fiscal
1996 period. The increase in selling,  general,  and administrative  expenses is
due primarily to costs  associated  with product  promotion and sales efforts in
response to increased  quoting  activities  and aimed at expanding the Company's
customer base of business.
     Product  development  costs of  $80,000  were lower by $25,000 in the first
three  months  of  fiscal  1997  than  in the  comparable  fiscal  1996  period.
Development  programs  in  the  first  three  months  of  fiscal  1997  included
improvements to the Order Selection product line, with particular emphasis aimed
at Dispen-SI-matic and Pick-to-Light Systems.  Development programs in the first
three months of fiscal 1996  included  improvements  to the Order  Selection and
Sortation  product lines,  with particular  emphasis aimed at Pick-to-Light  and
Small Parcel Sortation Systems.
     Interest  income of $45,000 was higher by $20,000 in the first three months
of fiscal  1997 than in the  comparable  fiscal  1996  period.  The  increase in
interest income is primarily attributable to the higher level of funds available
for short-term investments during the first three months of fiscal 1997.
     Equity in income of joint venture  represented the Company's  proportionate
share of its investment in SI/BAKER, INC. which is being accounted for under the
equity method.  The favorable variance for the first three months of fiscal 1997
in the equity in income of joint venture was  attributable to SI/BAKER's  growth
in revenues and gross profit  percentage  reduced by  increased  royalty  costs,
product development costs, and selling,  general,  and administrative  expenses,
including   accrued  legal  costs   associated  with  the  patent   infringement
litigation.
     The  favorable  variance  in other  expense  (income),  net,  is  primarily
attributable to an increase in royalty income related to the SI/BAKER, INC.
joint venture.
     The Company  incurred  income tax expense of $31,000 during the first three
months of  fiscal  1997  compared  to  income  tax  expense  of  $65,000  in the
comparable fiscal 1996 period.  Income tax expense for the first three months of
fiscal  1997 and  1996  were  less  than  the  statutory  rate of 34% due to the
recognition of previously unrecognized deferred tax assets which are anticipated
to be realizable due to the current and projected profitability of the Company.


<PAGE>


                                     - 11 -

SI HANDLING SYSTEMS, INC.


                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1.       LEGAL PROCEEDINGS
- - -------       -----------------

     On April 15, 1996, a competitor  filed suit in the United  States  District
Court for the Northern  District of Illinois  against the Company,  its SI/BAKER
joint  venture,  and APS  alleging  that  certain of the  products  of  SI/BAKER
infringe a patent held by the  competitor.  The  competitor is seeking  monetary
damages and a royalty  related to future sales by SI/BAKER of its products.  The
management  of both the Company and  SI/BAKER,  supported by its legal  counsel,
believe that SI/BAKER products do not infringe the competitor's  patent,  and it
is more likely than not that the Company and SI/BAKER will prevail if the matter
is adjudicated. The management of both the Company and SI/BAKER believe that the
ultimate  resolution of this matter will not have a material  adverse  effect on
the Company and SI/BAKER whether resolved through adjudication or settlement.
     The Company is presently engaged in certain other legal proceedings besides
the litigation noted above which, in the opinion of the Company counsel, present
no significant risk of material loss to the Company.


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K
- - -------       --------------------------------

     (a) Exhibit 27 - Financial Data Schedule

     (b) No  reports on Form 8-K were filed  during  the  quarter  ended June 2,
         1996.


<PAGE>


                                     - 12 -

SI HANDLING SYSTEMS, INC.




                                    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 thereunto duly authorized.

                                                     SI HANDLING SYSTEMS, INC.



                                                     Barry V. Mack
                                                     Vice President - Finance


Dated:        July 15, 1996          
              -------------          




<PAGE>


                                     - 13 -

      




                                                                     SCHEDULE A











                                 SI/BAKER, INC.

                              FINANCIAL STATEMENTS
                                  MAY 31, 1996


<PAGE>


                                     - 14 -

SI/BAKER, INC.
Balance Sheets
May 31, 1996 and February 29, 1995
  (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                May 31,       February
                                                 1996         29, 1996
                                              ---------       --------

<S>                                              <C>           <C>  
Assets
Current assets:
   Cash and cash equivalents, principally
     time deposits                               $  236           327
   Trade receivables                              3,433           523
   Costs and estimated earnings in
     excess of billings                           2,353         3,413
   Inventories - purchased parts                     47            16
   Deferred income tax benefits                     161           161
   Prepaid expenses and other current
     assets                                          34             5
                                                 ------        ------

       Total current assets                       6,264         4,445
                                                 ------        ------

   Machinery and equipment, at cost                  84            75
     Less:  accumulated depreciation                 27            23
                                                 ------        ------
   Net machinery and equipment                       57            52
                                                 ------        ------

   Equipment available for lease                    487           478
                                                 ------        ------

       Total assets                              $6,808         4,975
                                                 ======        ======
</TABLE>




<PAGE>


                                     - 15 -

SI/BAKER, INC.
Balance Sheets
May 31, 1996 and February 29, 1995
  (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                  May 31,     February
                                                   1996       29, 1996
                                                 --------     --------

<S>                                               <C>            <C>  
Liabilities and Stockholders' Equity
 Current liabilities:
   Notes payable to bank                          $2,000            --

   Accounts payable:
     Trade                                           710           798
     Affiliated companies                            816         1,080
                                                  ------        ------
       Total accounts payable                      1,526         1,878
                                                  ------        ------

   Customers' deposits and billings in
     excess of costs and estimated
     earnings                                      1,229         1,007
   Accrued salaries, wages, and
     commissions                                     137           272
   Income taxes payable                               52           194
   Accrued royalties payable                         147           134
   Accrued audit and legal fees                      333           271
   Accrued other liabilities                         258           153
                                                  ------        ------
       Total current liabilities                   5,682         3,909
                                                  ------        ------

Deferred income tax liability                          6             6
                                                  ------        ------

Contingencies

Stockholders' equity:
   Common stock, $1 par value; authorized
     1,000 shares; issued 200 shares                  --            --
   Additional paid-in capital                        200           200
   Retained earnings                                 920           860
                                                  ------        ------
       Total stockholders' equity                  1,120         1,060
                                                  ------        ------

       Total liabilities and stockholders'
         equity                                   $6,808         4,975
                                                  ======        ======
</TABLE>


<PAGE>


                                     - 16 -

SI/BAKER, INC.
Statements of Operations
Three months Ended May 31, 1996 and 1995
  (In Thousands)

<TABLE>
<CAPTION>
                                             Three Months Ended
                                            --------------------
                                            May 31,      May 31,
                                             1996         1995
                                            -------      -------

<S>                                         <C>            <C>
Net sales                                   $3,670         1,957
Cost of sales                                2,969         1,591
                                            ------        ------

Gross profit on sales                          701           366
                                            ------        ------

Selling, general, and administrative
   expenses                                    314           185
Product development costs                      136            36
Royalty expense, net                           147            78
Interest income                                 (6)          (24)
Interest expense                                 7            --
Other (income) expense, net                      3             3
                                            ------        ------
                                               601           278
                                            ------        ------

Earnings before income taxes                   100            88
Income tax expense                              40            40
                                            ------        ------

Net earnings                                $   60            48
                                            ======        ======
</TABLE>




<PAGE>


                                     - 17 -

SI/BAKER, INC.
Statements of Cash Flows
Three months Ended May 31, 1996 and 1995
  (In Thousands)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                        -----------------------
                                                          May 31,       May 31,
                                                           1996          1995
                                                        ----------      -------
<S>                                                      <C>            <C>  
Cash flow from operating activities:
   Net earnings                                          $    60             48
   Adjustments to reconcile net earnings to
      net cash used by operating activities:
       Depreciation of machinery and
         equipment                                             4              2
       Changes in operating assets and
         liabilities:
           Trade receivables                              (2,910)          (480)
           Costs and estimated earnings
              in excess of billings                        1,060            191
           Inventories - purchased parts                     (31)            --
           Prepaid expenses and other
              current assets                                 (29)           (34)
           Accounts payable                                 (352)           178
           Customers' deposits and
              billings in excess of costs
              and estimated earnings                         222            199
           Accrued salaries, wages, and
              commissions                                   (135)           (58)
           Income taxes payable                             (142)             6
           Accrued royalties payable                          13           (178)
           Accrued audit and legal fees                       62             --
           Accrued other liabilities                         105             (9)
                                                         -------        -------
Net cash used by operating activities                     (2,073)          (135)
                                                         -------        -------

Cash flows used in investing activities:
   Additions to machinery and equipment                       (9)            (5)
   Equipment available for lease                              (9)            --
                                                         -------        -------
     Net cash used by investing activities                   (18)            (5)
                                                         -------        -------

Cash flows provided by financing activities:
   Increase in notes payable to bank                       2,000             --
                                                         -------        -------

Decrease in cash and cash equivalents                        (91)          (140)
Cash and cash equivalents, beginning of period               327          1,830
                                                         -------        -------
Cash and cash equivalents, end of period                 $   236          1,690
                                                         =======        =======

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
       Income taxes                                      $   182             34
                                                         =======        =======
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                   5

<LEGEND>                                    THIS SCHEDULE CONTAINS
                                            SUMMARY FINANCIAL INFORMATION
                                            EXTRACTED FROM FORM 10-Q FOR
                                            THE QUARTER ENDED JUNE 2, 1996
                                            AND IS QUALIFIED IN ITS ENTIRETY
                                            BY REFERENCE TO SUCH FINANCIAL
                                            STATEMENTS.
</LEGEND>

<CIK>                                       0000090045
<NAME>                                      SI HANDLING SYSTEMS, INC.
<MULTIPLIER>                                1,000

       

<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                       MAR-02-1997
<PERIOD-END>                                            JUN-02-1996
<CASH>                                                        1,575
<SECURITIES>                                                    781
<RECEIVABLES>                                                 3,513
<ALLOWANCES>                                                      0
<INVENTORY>                                                   1,721
<CURRENT-ASSETS>                                             10,526
<PP&E>                                                        6,738
<DEPRECIATION>                                                5,540
<TOTAL-ASSETS>                                               12,432
<CURRENT-LIABILITIES>                                         4,941
<BONDS>                                                          43
                                             0
                                                       0
<COMMON>                                                      2,449
<OTHER-SE>                                                    4,905
<TOTAL-LIABILITY-AND-EQUITY>                                 12,432
<SALES>                                                       5,631
<TOTAL-REVENUES>                                              5,631
<CGS>                                                         3,941
<TOTAL-COSTS>                                                 3,941
<OTHER-EXPENSES>                                                  0
<LOSS-PROVISION>                                                  0
<INTEREST-EXPENSE>                                                3
<INCOME-PRETAX>                                                 416
<INCOME-TAX>                                                     31
<INCOME-CONTINUING>                                             385
<DISCONTINUED>                                                    0
<EXTRAORDINARY>                                                   0
<CHANGES>                                                         0
<NET-INCOME>                                                    385
<EPS-PRIMARY>                                                   .16
<EPS-DILUTED>                                                   .16
        

</TABLE>


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