SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
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: 0-28322
Asahi/America, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2621836
(State or other Jurisdiction of (I.R.S. Employer identification No.)
Incorporation or Organization)
35 Green Street, Malden, Massachusetts 02148-0005
(Address of principal executive offices) (Zip Code)
(781) 321-5409
(registrant's telephone number, including area code)
Indicate by check 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 twelve months (or 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
--- ---
The registrant had 3,358,669 shares of common stock outstanding at
October 31, 1997.
<PAGE>
Asahi/America, Inc. and Subsidiary
Form 10-Q
Index
Page No.
--------
Part I Financial Information
Item 1 - Condensed Consolidated Financial Statements
Consolidated Balance Sheets- December 31, 1996 and
September 30, 1997 2
Consolidated Statements of Operations - Three and
Nine Months ended September 30, 1996 and 1997 3
Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 1996 and 1997 4
Notes to Condensed Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II Other Information
Item 2C 13
Item 4 13
Item 6 13
Signatures 14
<PAGE>
Asahi/America, Inc. and Subsidiary
Consolidated Balance Sheets
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
December 31, September 30,
1996 1997
------------ -------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 3,028 $ 65
Accounts receivable, less reserves of $283 at December 31, 1996
and September 30, 1997 5,291 4,867
Inventories 8,673 9,166
Prepaid expenses and other current assets 230 351
-------- --------
Total current assets 17,222 14,449
Property and Equipment, net 9,869 11,432
Other Assets
Goodwill, net of accumulated amortization
of $1,380 at December 31, 1996 and $1,578 at
September 30, 1997 778 2,333
Other, net 574 2,611
-------- --------
Total other assets 1,352 4,944
-------- --------
$28,443 $30,825
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Demand note payable to bank $ -- $ 1,313
Current portion of MIFA obligations 135 145
Current portion of capital lease obligations 108 123
Accounts payable 5,390 4,758
Accrued expenses 1,614 1,069
-------- --------
Total current liabilities 7,247 7,408
MIFA Obligations, less current portion 3,760 3,615
Capital Lease Obligations, less current portion 206 411
Deferred Income Taxes 1,026 1,026
Commitments -- --
Stockholders' Equity
Common Stock 13,638 14,183
Retained Earnings 2,864 4,427
-------- --------
16,502 18,610
Less-Note receivable from stockholder/officer (298) (245)
-------- --------
Total stockholders' equity 16,204 18,365
-------- --------
$28,443 $30,825
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
Asahi/America, Inc. and Subsidiary
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------------- ---------------------------
1996 1997 1996 1997
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net sales $ 9,066 $ 9,262 $ 28,437 $ 28,519
Cost of sales 5,613 5,885 17,965 18,005
----------- ----------- ----------- -----------
Gross Profit 3,453 3,377 10,472 10,514
Selling, general and administrative expenses 2,275 2,359 7,236 7,686
----------- ----------- ----------- -----------
Income from operations 1,178 1,018 3,236 2,828
Interest expense, net (24) (60) (222) (133)
----------- ----------- ----------- -----------
Income before provision for income taxes 1,154 958 3,014 2,695
Provision for income taxes 485 402 1,261 1,132
----------- ----------- ----------- -----------
Net Income $ 669 $ 556 $ 1,753 $ 1,563
=========== =========== =========== ===========
Net income per common and
common equivalent share $ 0.20 $ 0.17 $ 0.61 $ 0.47
=========== =========== =========== ===========
Weighted average number of common and
common equivalent shares outstanding 3,342,314 3,358,669 $2,860,940 $3,346,223
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
Asahi/America, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
----------------------------
1996 1997
-------------- -------------
<S> <C> <C>
Cash flows from operating activities
Net Income $ 1,753 $ 1,563
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 925 1,085
Changes in assets and liabilities
Accounts receivable (469) 425
Inventories (95) (338)
Prepaid expenses and other current assets 407 (121)
Accounts payable 147 (633)
Accrued expenses 376 (544)
-------- --------
Net cash provided by operating activities 3,044 1,437
Cash flows from investing activities
Purchase of short-term investments (1,016) --
Purchase of property and equipment (2,591) (1,842)
Acquisition of certain assets of Universal Flow Monitors, Inc. -- (3,000)
Decrease (increase) in others assets 143 (804)
-------- --------
Net cash used in investing activities (3,464) (5,646)
Cash flows from financing activities
Net (payments) borrowings under demand note payable to bank (3,377) 1,313
Payments on MIFA obligations (68) (135)
Payments on capital lease obligations (79) (84)
Payments from note receivable from stockholder/officer 35 53
Proceeds from stock issued under stock purchase plan -- 99
Proceeds from issuance of common stock net of issuance costs of $809 6,166 --
-------- --------
Net cash provided by financing activities 2,677 1,246
Net increase (decrease) in cash and cash equivalents 2,257 (2,963)
Cash and cash equivalents, beginning of period 224 3,028
-------- --------
Cash and cash equivalents, end of period $ 2,481 $ 65
======== ========
Supplemental cash flow disclosures:
Cash paid during the year for:
Interest $ 285 $ 242
======== ========
Income taxes $ 690 $ 1,064
======== ========
Supplemental schedule of non-cash investing and financing activities:
Acquisition of equipment under capital lease obligations $ -- $ 305
======== ========
Issuance of contingent, restricted stock for certain assets $ -- $ 445
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
Asahi/America, Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
1. Presentation of Interim Information
The unaudited interim financial statements included herein have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission and include, in the opinion of management, all adjustments which the
Company considers necessary for a fair presentation of such information. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These statements
should be read in conjunction with the Company's audited consolidated financial
statements and notes thereto which are contained in the Company's Form 10-K.
Interim results are not necessarily indicative of the results for a full year.
2. Financial Statements
The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated.
3. Cash Equivalents
Cash equivalents are short-term, highly liquid investments with original
maturities of less than three months and consist primarily of treasury notes.
4. Inventories
Inventories are stated at the lower of last-in, first-out (LIFO) cost or market.
The components of inventory are summarized as follows:
December 31, September 30,
1996 1997
---- ----
Raw materials $ 606 $ 547
Finished goods 8,104 8,481
------- -------
8,710 9,028
LIFO (reserve) surplus (37) 138
------- -------
Total $8,673 $9,166
======= =======
5
<PAGE>
5. Net Income Per Share
Net income per common and common equivalent share is based upon the weighted
average number of common and common equivalent shares outstanding during each
period, computed in accordance with the treasury stock method. Fully diluted net
income per common and common equivalent share has not been presented as it is
not significantly different.
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, which is
effective for interim and annual periods beginning after December 15, 1997. SFAS
No. 128 revises the calculation and presentation of earnings per share (EPS).
Basic EPS excludes the dilutive effect of stock options. Diluted EPS will
include the dilutive effect of stock options. The proforma amounts shown below
do not differ from the amounts shown in the Statement of Operations due to
rounding. Had SFAS No. 128 been effective for the periods currently presented,
basic and diluted earnings per share would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
1996 1997 1996 1997
------------------- -------------------
<S> <C> <C> <C> <C>
Basic earnings per share $.20 $.17 $.62 $.47
Diluted earnings per share $.20 $.17 $.61 $.47
</TABLE>
6. Revolving Credit Lines
In January 1997, the Company and its bank executed a loan agreement that
provides for a $5,000,000 committed unsecured revolving credit line and a
$5,000,000 discretionary unsecured revolving credit line. Interest on the credit
lines is based on the Prime Rate or LIBOR plus 1.65%, as elected by the Company
at each borrowing date. The Company is required to maintain certain financial
ratios, including, among others, minimum working capital and tangible net worth,
as defined in the agreements. At September 30, 1997, the total amount
outstanding under the credit lines was $1,313,258. The discretionary line
expired on September 30, 1997 and the Company is currently renegotiating renewal
terms with its bank. The committed line extends through September 30, 1998.
7. Concentration of credit risk
Sales to the Company's major domestic customer during the third quarter of 1997
were approximately 26% of total sales as compared to 21% for the 1996 third
quarter. For the nine month periods ended September 30, 1997 and 1996, sales to
the Company's major domestic customer were approximately 26% and 24% of total
sales, respectively. Export sales as a percent of total sales during the third
quarter were approximately 4% and 7% in 1996 and 1997, respectively.
8. Acquisition of Plastic Flow Meter Division
On May 1, 1997, the Company acquired the plastic flow meter division of
Universal Flow Monitors, Inc. Included in the purchase were the inventory, fixed
assets and intellectual property associated with the product line. The total
purchase price of $3.0 million was
6
<PAGE>
paid with cash and through borrowings on the Company's revolving credit line.
The Company accounted for the acquisition as a purchase. Proforma information
has not been presented due to immateriality.
9. Quail Piping Products, Inc.
In July, 1997, the Company established a wholly-owned subsidiary, Quail Piping
Products, Inc. ("Quail") to manufacture corrugated piping systems for use in
water, sewer and drainage applications. The Company made deposits of
approximately $1.2 million, through September 30, 1997, in connection with the
purchase of the facility and equipment for use in Quail's operations. These
amounts are included in property and equipment in the accompanying balance
sheet. In connection with the operations of Quail, the Company and the
individual hired as President of Quail (the "Executive") have entered into an
agreement whereby the Company has agreed to issue to the Executive a certain
number of the Company's shares of common stock if certain performance milestones
are met in any one of the first three years of Quail's operation. The purchase
price for the shares was paid to the Company during August 1997 in the form of
certain trademark rights and equipment, and a letter of credit, redeemable upon
the occurrence of certain events. If the performance milestones are not met, the
shares are not issued to the Executive and the Executive forfeits to the
Company, the entire original purchase price.
7
<PAGE>
Asahi/America, Inc. and Subsidiary
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
The Company is a manufacturer and master distributor of thermoplastic valves,
pipe, piping systems and components for use in a wide variety of applications
across numerous industries. Manufactured products include valve actuators and
controls, specialized valve assemblies, double containment piping systems and
flow meter devices. Distributed products consist principally of thermoplastic
valves, pipe and fittings which are purchased from two major foreign suppliers
under long term supply agreements. The Company also realizes revenue for the
rental and sale to contractors and end users of specialized welding equipment
that is used in connection with the installation of the Company's piping
systems.
The Company distributes its products through an extensive network of domestic
and foreign distributors which are supported by Company sales, marketing and
engineering personnel. Substantially all of the Company's purchases of valves
are made from its Japanese supplier and are transacted in Japanese yen. As a
result, the Company is exposed to fluctuations in foreign currency exchange
rates. The Company may use hedging procedures including foreign exchange forward
contracts and currency options in managing the fluctuations in foreign currency
exchange rates. The Company also purchases pipe and fittings from an Austrian
supplier. Since August 1995, purchases from the Company's Austrian supplier have
been denominated in United States dollars.
Results of Operations
The following table sets forth, for the periods indicated, the Company's net
sales as well as certain income and expense items, expressed as a percentage of
sales:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------------- ------------------------------
1996 1997 1996 1997
--------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 61.9% 63.5% 63.2% 63.1%
Gross Profit 38.1% 36.5% 36.8% 36.9%
Selling, general and administrative expenses 25.1% 25.5% 25.4% 27.0%
Income from operations 13.0% 11.0% 11.4% 9.9%
Interest expense, net -0.3% -0.6% -0.8% -0.4%
Income before provision for income taxes 12.7% 10.4% 10.6% 9.5%
Provision for income taxes 5.3% 4.4% 4.4% 4.0%
Net income 7.4% 6.0% 6.2% 5.5%
</TABLE>
8
<PAGE>
Net Sales
Net sales of $9.3 million for the quarter ended September 30, 1997 were
$196,000, or 2.2%, higher than net sales for the third quarter of 1996. Net
sales for the nine months ended September 30, 1997 were $28.5 million, an
increase of $82,000 over the comparable 1996 period. Quarterly sales of
manufactured products including the sale and rental of welding equipment,
increased by 15.9% over the 1996 third quarter mainly due to the successful
launch of the Company's newly acquired plastic flow meter product line coupled
with an increase in valve actuation sales. This increase more than offset the
decline in dual containment pipe sales and the related decline in revenues from
the sale and rental of welding equipment, as a result of the general slowdown in
sales of these products to the military and semiconductor markets. Sales of
distributed product decreased by 4.5% in the 1997 third quarter as compared to
the same period in 1996 mainly due to the timing of orders from the Company's
distribution network. Revenues of certain distributed products were favorably
impacted by a price increase, implemented on July 1, 1997. Year to date sales
remained relatively unchanged from 1996 to 1997. An increase in sales of
distributed valves coupled with increases from valve actuation sales and from
strong sales of the plastic flow meter product offset the decline in sales of
high purity and dual containment piping products and the related decrease in the
sale and rental of welding equipment.
Export sales for the three and nine month periods ended September 30, 1997 were
$624,000 and $2.1 million respectively compared to $345,000 and $1.2 million for
the corresponding periods of 1996. Sales to the Company's largest single
customer were approximately 26% and 24% of total sales for the nine month
periods ended September 30, 1997 and 1996, respectively.
Gross Profit
Gross profit as a percentage of sales (gross margin) was 38.1% during the third
quarter of 1996 as compared to 36.5% during the third quarter of 1997. This
decrease is reflective of one time expenses incurred in connection with the
roll-out of the new flow meter product line coupled with certain other
non-reoccurring expenses associated with the Company's inventory. Gross margin
for the nine month period improved from 36.8% in 1996 to 36.4% in 1997 due to
the fact that the Company's manufactured products, including the sale and rental
of welding equipment, although lower in sales volume in 1997 over the comparable
1996 period, have continued with strong margins coupled with lower average
product costs for the Company's distributed products, associated with the
overall year-to-date favorable movement of the Japanese yen versus the US
dollar.
9
<PAGE>
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the third quarter of 1997 were
$2.4 million, an increase of $84,000 over the third quarter of 1996. Selling,
general and administrative expenses as a percentage of sales were 25.5% in the
1997 third quarter as compared to 25.1% in the 1996 third quarter. Lower
expenses in the 1997 third quarter associated with the Company's overall
performance offset increases in freight and shipping due to the area and nature
of the Company's third quarter sales and increases in payroll and facility
expenses in support of the Company's overall growth. Additionally, in connection
with the Company's May, 1997 acquisition of the plastic flow meter product line,
the Company established a dedicated Research and Development department for the
purpose of further developing the acquired flow meter line and for developing
new products compatible with the Company's existing product line. The Company
expenses research and development costs in the period incurred.
Selling, general and administrative expenses for the nine months ended September
30, 1997 were 27.0% of net sales, an increase of 1.6 percentage points from the
same period of 1996. The increase is due to higher operating costs to support
the approximate 38,000 square foot expansion in office, plant and warehouse
capacity and higher general and administrative expenses associated with being a
public company. Selling, general and administrative expenses were also
negatively impacted in the 1997 first quarter due to several one time expenses
associated with due diligence costs related to an unrealized acquisition and
non-capitalizable costs incurred in connection with the renovation and set-up of
the Company's expanded office, plant and warehouse.
Interest Expense and Income Taxes
Interest expense, net, increased $36,000 in the third quarter of 1997 and
decreased $89,000 for the nine months ended September 30, 1997 as compared to
1996. The quarterly increase was due to reduced interest income in the 1997
third quarter due to the Company's use of its cash reserves for the plastic flow
meter acquisition in May 1997 and for the deposits on the facility and equipment
for Quail Piping Products, Inc. The year to date decrease is due to the
investment of the remaining proceeds from the Company's May 1996 initial public
offering coupled with the payment of the entire outstanding balance of the
Company's line of credit immediately following the initial public offering with
no additional borrowings under the line since that time until the Company's
recent borrowings to acquire the plastic flow meter division and to make
deposits for the purchase of certain equipment and real property for Quail
Piping Products, Inc.
Income taxes decreased $83,000 in the third quarter of 1997 and $129,000 for the
nine months ended September 30, 1997 as compared to 1996.
10
<PAGE>
Liquidity and Capital Resources
Prior to 1996, the Company financed its operations through the sale of equity
securities, bank borrowings under a line of credit, an Industrial Revenue Bond
financing in March 1994 and cash generated from operations. In addition, the
Company has benefited from favorable payment terms under a $6 million open
account arrangement for the purchase of Japanese valve products, with the
majority of its purchases receiving 180 day payment terms.
The Company completed its initial public offering on May 15, 1996 through the
sale of one million shares of common stock generating net proceeds of
approximately $6.2 million. A portion of the proceeds, $2.3 million, was used to
pay down the entire balance of the Company's bank line of credit, which expired
on August 31, 1996.
In January, 1997, the Company and its bank executed a new loan agreement which
provides for up to $10 million of unsecured borrowing. The loan agreement
consists of two facilities including a $5 million committed unsecured revolving
credit line (the Committed Line) and a $5 million discretionary unsecured
revolving credit line (the Revolving Line). Interest under both facilities is
payable monthly and is based on either the Prime Rate or LIBOR plus 1.65%, as
elected by the Company at each borrowing date. The Committed Line includes a
1/4% facility fee on unused borrowings and requires principal repayment not
later than September 30, 1998. Borrowings under the Revolving Line are payable
upon demand. The Revolving Line extended through September 30, 1997 and the
Company is currently renegotiating renewal terms with its bank. At September 30,
1997, the total amount outstanding under the credit lines was $1,313,000.
In July 1996, with additional funds made available through the Company's initial
public offering, the Company completed the purchase of the facility adjacent to
its original facility in Malden, Massachusetts for a purchase price of $1.25
million. During 1996, the Company also completed the construction of a warehouse
connecting its two facilities. Total expended funds to complete this project and
the related equipment and renovation costs approximated $2.9 million.
On May 1, 1997, the Company acquired the plastic flow meter division of
Universal Flow Monitors, Inc. Included in the purchase were the inventory, fixed
assets and intellectual property associated with the product line. The total
purchase price of $3.0 million was paid with cash and through borrowings on the
Company's revolving credit line. The Company accounted for the acquisition as a
purchase.
In July, 1997, the Company established a wholly-owned subsidiary, Quail Piping
Products, Inc. ("Quail") to manufacture corrugated pipe for use in water, sewer
and drainage applications. Quail is scheduled to commence production at its
Arkansas facility, during March 1998. The Company made deposits of approximately
$1.2 million, through September 30, 1997, in connection with the purchase of the
facility and
11
<PAGE>
equipment for use in Quail's operations. These amounts are included in property
and equipment in the accompanying balance sheet. Total project costs for the
facility and equipment, which are estimated to be in excess of $4 million, will
be financed through an Arkansas Industrial Development Bond which will be
finalized during the fourth quarter of 1997, at which time the Company will be
reimbursed for the cash utilized as deposits. As of September 30, 1997, the
Company made commitments to expend approximately $3.6 million related to the
Quail project.
At September, 1997 cash and cash equivalents were $65,000.
The Company generated $1.4 million of cash flow from operations during the nine
months ended September 30, 1997 as compared to $3.0 million for the comparable
1996 period. This decrease is primarily due to the operating cash flow impact
associated with changes in net income and asset and liability accounts from
December 31, 1995 to September 30, 1996 as compared to December 31, 1996 to
September 30, 1997. Accounts receivable at September 30, 1997 decreased $425,000
from December 31, 1996, due to improved collection efforts and the timing of
sales. Accounts payable and accrued expenses at September 30, 1997 decreased
$1.2 million from December 31, 1996, primarily due to the timing of payments to
the Company's principal supplier of inventory and the adjustment of certain of
the Company's performance related accrued expenses. For the comparative 1996
period, accounts receivable increased $469,000 and accounts payable and accrued
expenses increased $523,000.
The Company's industrial revenue bonds funded through the Massachusetts
Industrial Finance Agency (MIFA) are secured by a letter of credit issued by a
bank which is secured by substantially all the assets of the Company. The bonds
consist of six separate series each with differing interest rates and
maturities. Interest rates range from 4.2% to 5.1% and are subject to adjustment
in 1999, 2004 and 2009. The maximum principal payable in any one year is
$320,000 payable in 2014.
The Company believes that its current resources, together with cash generated by
operations will be sufficient to fund the Company's operations, debt service and
capital requirements at least through the next 12 months.
12
<PAGE>
Part II Other Information
Item 2C Changes in Securities
In July, 1997, the Company established a wholly-owned subsidiary, Quail
Piping Products, Inc. ("Quail"). The Company and the individual hired as
President of Quail (the "Executive") have entered into an agreement whereby the
Company has agreed to issue to the Executive 68,461 shares of the Company's
common stock if certain performance milestones are met in any one of the first
three years of Quail's operation. As a private transaction under Section 4(2) of
the Securities Act of 1933, the issuance of the shares is exempt from
registration. The purchase price for the shares is in the form of certain
equipment and trademark rights valued at $145,000 and a $300,000 irrevocable
letter of credit. The letter of credit is redeemable by the Company upon the
occurrence of certain events. If the performance milestones are not met, the
shares will not be issuable to the Executive and the Executive forfeits to the
Company, the entire original purchase price. On September 4, 1997, the Company
issued 22,307 shares into escrow, to be released to the Executive upon the
attainment of the performance milestones or to be forfeited back to the Company.
The remaining 46,154 shares are issuable at the time the performance milestones
are met.
Item 4. Other Information
On November 4, 1997 Tadashi Kitamura, of Asahi Organic Chemicals
Industry Co., LTD., ("AOC") resigned as a member of the Company's Board of
Directors. Since 1973, the Company has been the exclusive agent for AOC, on
whose board Mr. Kitamura also serves. Management believes that Mr. Kitamura's
resignation is appropriate as the Company is currently negotiating an extension
of its distribution agreement beyond the year 1999. Mr. Kitamura will be
involved in negotiations on behalf of AOC.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
10.1 Equipment Purchase Agreement, dated August 13,
1997 by and between Unicor Plastic Machinery,
Inc. and Asahi/America, Inc.
11.1 Computation of Weighted Average Number of Common
and Common Equivalent Shares Outstanding
27 Financial Data Schedule
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the quarter ended September 30, 1997.
13
<PAGE>
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.
ASAHI/AMERICA, INC.
Dated: September 14, 1997 By: /s/ Leslie B. Lewis
----------------------------------------
Leslie B. Lewis, President and Principal
Executive Officer
By: /s/ Kozo Terada
--------------------------------------
Kozo Terada, Vice President, Principal
Financial and Accounting Officer and Treasurer
14
EQUIPMENT PURCHASE AGREEMENT
----------------------------
AGREEMENT made this 13th day of August, 1997, by and between UNICOR
PLASTIC MACHINERY, INC., a Canadian corporation with a principal place of
business at 597 Woodland Acres, Maple, Ontario L6A 1G2 (hereafter "Unicor") and
ASAHI/AMERICA, INC., a Massachusetts corporation with a principal place of
business at 35 Green Street, Malden, Massachusetts 02148 (hereafter "Asahi").
WHEREAS, Unicor desires to sell and Asahi desires to purchase certain
machinery and equipment hereafter described; and
WHEREAS, it is the intent of Unicor and Asahi to set forth their
agreement relative to the terms and conditions of sale.
NOW, THEREFORE, for good and valuable consideration and in
consideration of the mutual agreements and covenants herein made it is agreed as
follows:
1. Purchase Orders. Asahi does hereby submit and Unicor does hereby
accept Asahi's Purchase Orders Numbered 011498 and 011499 in the amount of
$1,539,810.00 and $893,485.00 respectively. Said Purchase Orders are annexed
hereto as Exhibits "A" and "B". All prices set forth in said Purchase Orders
include sea and land freight (approximately), packaging and custom duties and
fees CIF Dallas, Texas. Asahi may designate, at least thirty (30) days prior to
shipping, another United States location for delivery of the equipment purchased
and Asahi shall pay additional reasonable costs of shipping, if any. All details
and specifications of the equipment ordered shall be pursuant to the quotations
and confirmations referenced in Exhibits "A" and "B". The within Exhibits "A"
and "B" shall supersede and replace the Purchase Order(s) of Quail Piping
Products dated July 21, 1997 (P.O. Number: 00001) which Purchase Order(s) shall
be null and void.
2. Payment. Simultaneously with the execution hereof, Asahi shall pay
by certified check or wire transfer to Unicor the sum of $811,098.00 which
represents one-third of the amount of the Purchase Orders submitted herewith.
Unicor does hereby authorize and direct Asahi to make said $811,098.00 payment
directly to the account of Unicor GMBH Rahn Plastmaschinen, Industriestr. 56,
D-97437 Hassfurt, Account No. 6221 held with Sparkasse Ostunterfranken, Hassfurt
(Bank Code: 793 517 30) via Bayerische Landesbank Girozentrale Munich (SWIFT
Address: BYLADEMM) under Reference No. 738XXX. Unicor shall simultaneously
herewith deliver to Asahi an Irrevocable Standby Letter of Credit (the "L/C") in
the amount of $811,098.00 in the form annexed hereto as Exhibit "C" naming Asahi
as Beneficiary thereon. Said L/C shall guarantee the repayment of the
$811,098.00 to Asahi in the event of non-performance of any obligation hereunder
<PAGE>
by Unicor and/or Unicor GMBH Rahn Plastmaschinen, including but not limited to
shipment of the equipment by the due dates stated in the Purchase Orders. The
issuing bank shall be:
Bayerische Landesbank
Nuremberg
Lorenzer Platz 27
90402 Nimberg
Telex Number: 622288GZND
SWIFT BYLADE 77
Asahi's advising Bank shall be:
Citizens Bank of Massachusetts
28 State Street
Boston, Massachusetts 02109
Telex Number: 211047CTZINTL
` SWIFT Code: CTZIUS33
The additional sums of one-third of the amount allocated to the
equipment set forth on each Purchase Order annexed hereto shall be due and
payable to Unicor upon the shipment set forth in said Exhibits. Said amounts
shall be due and payable by certified check or wire transfer upon presentation
or delivery to Asahi of Negotiable Bills of Lading or Ocean Bills of Lading (or
other documents) acceptable to Asahi in its sole discretion which documents
shall vest ownership and title to the equipment shipped in and to Asahi.
The last and final one-third of the annexed Purchase Orders shall be
due and payable forty-five (45) days after all of the equipment is received at
the location designated by Asahi. The final payment shall be secured by an
Irrevocable Standby Letter of Credit issued by BankBoston, Citizens Bank of
Massachusetts or other financial institution acceptable to Unicor with Unicor
named as beneficiary thereunder.
All costs of the within described Letters of Credit shall be borne by
the applicant of each Letter of Credit.
In the event of default hereunder by Asahi, Unicor's damages shall be
limited to the amount of its payments through the date of default but shall not
limit any obligations under any Letter of Credit.
3. Shipping Dates. The shipping date of each Purchase Order shall be as
set forth as follows:
Purchase Order #011498-00(UC850) - on or before April 8, 1998
Purchase Order #011499-00(UC250) - on or before February 9, 1998
<PAGE>
Upon written request of Asahi, Unicor shall advise Asahi of production
status, shipping dates and other matters relative to the status of the Purchase
Orders.
4. Penalties. After fourteen (14) days of the Shipping Date of each
Purchase Order, a one-half percent per week penalty will apply on equipment not
shipped by said Shipping Date(s) not to exceed five percent in the aggregate.
Said amounts may be deducted by Asahi on the next payment due or may, at its
discretion, be withheld from the final one-third payment. In the event equipment
is not shipped within twelve (12) weeks of the Shipping Dates set forth in the
Purchase Orders Asahi shall have the right, but not the obligation, to terminate
and cancel either or both Purchase Orders and receive back all amounts paid and
without further obligation to Unicor.
5. Set Up/Installation. The prices set forth in each Purchase Order
shall include technical assistance for the set up, installation and testing of
the equipment. Unicor shall, at its sole cost and expense, provide one (1)
sufficiently trained technician for one (1) week to provide said technical
assistance for set up, installation and testing to insure the prompt
commencement of proper operations of the equipment at a plant location
designated by Asahi within the United States. Said technician shall be sent
after Asahi confirms by fax that all equipment is in place, hooked up, raw
material are on site and ready for check out and start up. Unicor shall provide
all service and operations manuals written in English at the time of set up and
installation. The prices set forth in each Purchase Order shall include the cost
of training Asahi personnel at the Unicor plant in Germany. Asahi personnel may
be scheduled as mutually agreed on one or more occasions. The costs of travel
and lodging for Asahi personnel shall be borne by Asahi.
6. Warranties. The equipment to be manufactured and sold by Unicor to
Asahi is warranted by Unicor to be free from defects in design and manufacture
for a period of one (1) year from the date of arrival at the Asahi plant
location, provided such equipment is used, operated and serviced in accordance
with written instructions relating thereto furnished by Unicor to Asahi.
Further, Unicor warrants and represents that the equipment sold hereunder is
suitable and fit for manufacturing purposes intended by Asahi. Asahi shall
notify Unicor in writing at the address set forth above of all warranty claims
hereunder.
7. Governing Law. This Agreement shall be considered a contract
executed in the Commonwealth of Massachusetts and shall be governed by the laws
of the Commonwealth of Massachusetts. Both Unicor and Asahi agree that any
dispute, claim or other matters relating to this Agreement, the Purchase Orders
or the documents to be issued hereunder shall be determined only by the Courts
of the Commonwealth of Massachusetts and/or the United States District Court for
<PAGE>
the District of Massachusetts sitting in Boston, and both parties hereby agree
to submit to the jurisdiction of such Courts.
8. Assignment. This Agreement may not be assigned without the written
consent of both parties. Provided, however, Asahi shall have the right to assign
this contract to a wholly owned subsidiary, provided such subsidiary agrees to
be bound by the terms and conditions hereof.
9. Entire Agreement; Amendments. This Agreement and the Exhibits hereto
constitute the entire agreement between the parties hereto and supersede all
earlier agreements, written or oral including, without limitation the letter
agreement dated July 31, 1997 (never executed). This Agreement (and the Purchase
Orders) may not be amended except by a writing executed by both parties.
Signed under seal the day and year first above written.
UNICOR PLASTIC MACHINERY, INC.
By /s/ Gerd Lupke
----------------------------
Name: Gerd Lupke
Title: President
Duly Authorized
ASAHI/AMERICA, INC.
By /s/ Leslie B. Lewis
----------------------------
Name: Leslie B. Lewis
Title: Chairman, President
and Chief Executive Officer
Duly Authorized
EXHIBIT 11.1
Asahi/America, Inc.
Computation of Weighted Average Number of Common
and Common Equivalent Shares Outstanding
For the three months ended,
---------------------------
1996 1997
---- ----
Weighted average common shares outstanding 3,340,000 3,358,669
Common equivalent shares 2,314 0
--------- ---------
Weighted average number of common and
common equivalent shares outstanding 3,342,314 3,358,669
========= =========
For the nine months ended,
--------------------------
1996 1997
---- ----
Weighted average common shares outstanding 2,847,299 3,346,223
Common equivalent shares 13,641 0
--------- ---------
Weighted average number of common and
common equivalent shares outstanding 2,860,940 3,346,223
========= =========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ASAHI/AMERICA, INC. CONTAINED ELSEWHERE IN
THIS QUARTERLY REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000906873
<NAME> ASAHI/AMERICA, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1.0
<CASH> 65
<SECURITIES> 0
<RECEIVABLES> 5,150
<ALLOWANCES> (283)
<INVENTORY> 9,166
<CURRENT-ASSETS> 14,449
<PP&E> 15,467
<DEPRECIATION> (4,035)
<TOTAL-ASSETS> 30,825
<CURRENT-LIABILITIES> 7,408
<BONDS> 3,615
0
0
<COMMON> 14,183
<OTHER-SE> 4,182
<TOTAL-LIABILITY-AND-EQUITY> 30,825
<SALES> 28,519
<TOTAL-REVENUES> 28,519
<CGS> 18,005
<TOTAL-COSTS> 18,005
<OTHER-EXPENSES> 7,686
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (133)
<INCOME-PRETAX> 2,695
<INCOME-TAX> 1,132
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,563
<EPS-PRIMARY> .47
<EPS-DILUTED> .47
</TABLE>
