<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended: September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-24242
PRODUCTIVITY TECHNOLOGIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 13-3764753
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
206 South Main Street, 2nd Floor, Ann Arbor, Michigan 48104
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(Address of Principal Offices)(Zip Code)
Registrant's Telephone Number, Including Area Code (734) 996-1700
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 14, 2000: 2,475,000 shares, $ .001 par value
common stock.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I. Financial Information for Productivity Technologies Corp.
(the "Company") and Subsidiaries Atlas Technologies, Inc.
("Atlas") and Westland Control Systems, Inc. ("Westland")................. 3
Item 1. Interim Financial Statements............................................. 3
Consolidated Balance Sheets............................................. 4
Consolidated Statements of Operations................................... 6
Consolidated Statement of Stockholders' Equity.......................... 7
Consolidated Statements of Cash Flow.................................... 8
Notes to Financial Statements........................................... 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................................... 10
Item 3. Quantitative and Qualitative Disclosure about Market Risk............... 12
Part II. Other Information....................................................... 12
Item 1. Legal Proceedings....................................................... 12
Item 5. Other Information....................................................... 12
Item 6. Exhibits and Reports on Form 8-K........................................ 12
Signatures....................................................................... 13
</TABLE>
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PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
ITEM 1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted from the accompanying interim financial statements. The
information furnished in the accompanying balance sheets, statements of
operations, stockholders' equity and cash flows, reflect all adjustments, which
are, in the opinion of management, necessary for a fair presentation of the
aforementioned financial statements for the interim periods. Operating results
for the three months ended September 30, 2000, are not necessarily indicative of
the results that may be expected for the year ending June 30, 2001.
The aforementioned consolidated financial statements should be read in
conjunction with Productivity Technologies Corp. and Subsidiaries' Form 10-K for
the fiscal year ended June 30, 2000. Information provided includes the
consolidated audited financial statements, including footnotes for the year
ended June 30, 2000 and Management's Discussion and Analysis of Financial
Condition and Results of Operations.
3
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Productivity Technologies Corp. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
---- ----
(Unaudited)
<S> <C> <C>
Assets
Current assets
Cash $ 249,977 $ 538,575
Short-term investments, including accrued interest 295,085 310,085
Contract receivables, net of allowance for doubtful
accounts of $102,100 and $102,500 7,923,446 9,930,913
Costs and estimated earnings in excess of billings on
uncompleted contracts 10,331,406 9,756,686
Inventories 1,748,711 1,917,230
Prepaid expenses and other 482,434 202,140
Deferred income taxes 316,000 316,000
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Total current assets 21,347,059 22,971,629
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Property and equipment
Land $ 591,514 $ 591,514
Buildings and improvements 4,864,018 4,864,018
Machinery and equipment 4,366,624 4,305,900
Transportation equipment 21,000 21,000
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9,843,156 9,782,432
Less accumulated depreciation 2,237,984 2,074,154
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Net property and equipment 7,605,172 7,708,278
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Other assets
Goodwill, net of accumulated amortization of $626,945 and
$541,439 6,778,402 6,863,908
Patent, net of accum. amortization of $29,398 and $18,150 720,602 731,850
Deferred income taxes 607,230 450,000
Other assets 487,459 512,172
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Total other assets 8,593,693 8,557,930
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$37,545,924 $39,237,837
============ ===========
</TABLE>
See accompanying notes to financial statements.
4
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Productivity Technologies Corp. and Subsidiaries
<TABLE>
<CAPTION>
Consolidated Balance Sheets September 30, June 30,
2000 2000
---- ----
(Unaudited)
<S> <C> <C>
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 3,717,733 $ 4,457,290
Accrued expenses
Commissions payable 512,200 573,404
Payroll and related withholdings 260,898 316,524
Warranty Reserve 440,000 440,000
Royalties Payable 385,276 367,772
Other 671,991 601,563
Billings in excess of costs and estimated
earnings on uncompleted contracts 255,081 58,888
Current maturities of executive deferred compensation
agreements 718,034 348,560
Current maturities of long-term debt 991,004 991,004
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Total current liabilities $ 7,952,217 $ 8,155,005
Executive deferred compensation agreements, less current
maturities 390,318 759,792
Long-term debt, less current maturities 20,035,255 20,862,047
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Total liabilities 28,377,790 29,776,844
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Stockholders' equity
Common stock, $.001 par value, 20,000,000
shares authorized; 2,475,000 shares issued and outstanding 2,475 2,475
Additional paid-in capital 9,966,408 9,966,408
Deficit (800,749) (507,890)
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Total stockholders' equity 9,168,134 9,460,993
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$37,545,924 $39,237,837
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
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Productivity Technologies Corp. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
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September 30, September 30,
2000 1999
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<S> <C> <C>
Revenues Earned $8,275,865 $6,529,112
Cost of Revenues Earned 6,471,661 5,231,260
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Gross profit 1,804,204 1,297,852
Selling, general and administrative expenses 1,844,898 1,459,571
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Income (loss) from operations (40,694) (161,719)
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Other income (expense)
Interest income 6,906 20,682
Interest expense (427,691) (261,346)
Miscellaneous 11,300 24,730
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Total other expenses (409,485) (215,934)
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Income (Loss) before income taxes (450,179) (377,653)
Income tax expense (benefit) (157,320) (128,000)
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Net income (loss) ($292,859) ($249,653)
========== ==========
Basic and Diluted Earnings per share $ (0.12) $ (0.10)
========== ==========
Weighted average number of
Common shares outstanding 2,475,000 2,475,000
</TABLE>
See accompanying notes to financial statements.
6
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Productivity Technologies Corp. and Subsidiaries
Consolidated Statement of Stockholders' Equity (Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional Total
------------------------- Paid-In Stockholders'
Shares Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Balance June 30, 2000 2,475,000 $2,475 $9,966,408 ($507,890) $9,460,993
Net loss -- -- -- ($292,859) ($292,859)
--------- ------ ---------- --------- ----------
September 30, 2000 2,475,000 $2,475 $9,996,408 ($800,749) $9,168,134
========= ====== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
7
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Productivity Technologies Corp. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
September 30, September 30,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities
Net loss ($292,859) ($249,653)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 163,830 150,863
Amortization 121,468 25,740
Deferred income tax (157,230) (32,197)
Changes in operating assets and liabilities:
Contract receivables 2,007,467 (3,885,213)
Inventories, prepaid expenses and other (111,775) 130,753
Costs and estimated earnings in excess of
billings on uncompleted contracts, net effect (378,527) 3,735,448
Accounts payable, accrued expenses and other (768,455) (1,606,990)
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Net cash provided by (used in) operating activities $583,919 ($1,731,249)
========= ===========
Cash flows from investing activities
Proceeds from sale (purchase of) short-term investments-net $ 15,000 ($205,264)
Expenditures for property and equipment (60,725) -0-
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Net cash used in investing activities ($45,725) ($205,264)
========= ===========
Cash flows from financing activities
(Payments) or borrowings revolving credit agreement ($816,541) $2,093,000
Payments on long term debt (10,251) (16,908)
Payments on executive deferred compensation agreement -0- (328,031)
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Net cash provided by (used in) financing activities ($826,792) $1,748,061
--------- ----------
Net decrease in cash (288,598) (188,452)
Cash at the beginning of the period 538,575 244,400
--------- -----------
Cash at the end of the period $249,977 $ 55,948
========= ===========
Supplemental Cash Flow Information
Cash paid during the period for interest $427,691 $ 261,346
Income Taxes $ -0- $ -0-
--------- -----------
</TABLE>
See accompanying notes to financial statements.
8
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Notes to Financial Statements
1. Basis of Presentation
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted from the accompanying interim financial statements. The
information furnished in the accompanying balance sheets, statements of
operations, stockholders' equity and cash flows, reflect all adjustments, which
are, in the opinion of management, necessary for a fair presentation of the
aforementioned financial statements for the interim periods. Operating results
for the three months ended September 30, 2000, are not necessarily indicative of
the results that may be expected for the year ending June 30, 2001.
The consolidated financial statements should be read in conjunction with
Productivity Technologies Corp. and Subsidiaries' Form 10-K for the fiscal year
ended June 30, 2000. Information provided includes the consolidated audited
financial statements, including footnotes for the year ended June 30, 2000 and
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
2. Summary of Significant Accounting Policies
History of the Company and Basis of Presentation
Productivity Technologies Corp. (the "Company") was incorporated in June 1993
under the name Production Systems Acquisition Corporation with the objective of
acquiring an operating business engaged in the production systems industry.
The Company completed an initial public offering ("IPO") of common stock in July
1994 and raised net proceeds of approximately $9.0 million. In May 1996, the
Company changed its name to Productivity Technologies Corp. and acquired,
through a merger, Atlas Technologies, Inc. ("Atlas") as a wholly owned
subsidiary. On February 23, 2000, the Company purchased, through a wholly-owned
subsidiary formed for this purpose, substantially all of the assets of Westland
Control Systems, Inc. ("Westland"). The Company has no other subsidiaries or
operations. The Company, which produces industrial machinery, operates in a
single segment through its Atlas and Westland subsidiaries.
The accompanying financial statements include the consolidated accounts of the
Company, Atlas and Westland. All significant inter-company accounts and
transactions have been eliminated upon consolidation.
Nature of Business
The Company operates in a single segment through its Atlas and Westland
subsidiaries. Atlas is a leading innovator and supplier of quick die change,
flexible transfer, and stacking/destacking equipment used to automate automotive
and other metal stamping operations. Atlas operates two manufacturing plants in
Fenton, Michigan and has sales and engineering offices in Michigan, Europe and
China.
Westland designs and manufactures custom electrical control panels primarily for
use in production machinery and machine tools utilized in automotive, adhesive
and sealants, food processing and other industrial applications. Westland
operates one manufacturing plant in Canton, Michigan, which is located less than
one hour from Atlas' plants in Fenton, Michigan.
Sales of Atlas products have principally been to automobile and automotive parts
manufacturers and appliance manufacturers. Other customers include steel
service centers and manufacturers of lawn and garden equipment, office
furniture, heating, ventilation and air conditioning equipment, and large
construction equipment. Sales to automotive related customer's account for the
majority of sales. Westland's customers participate in the automotive, food
processing, adhesive and sealants and other industries.
9
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Revenue and Cost Recognition
At Atlas, revenues from fixed price contracts, and the related contract costs,
are recognized using the percentage-of-completion method. The percentage-of-
completion method measures the percentage of contract costs incurred to date and
compares these costs to the total estimated costs for each contract. Atlas
estimates the status of individual contracts when progress reaches a point where
experience is sufficient to estimate final results with reasonable accuracy.
Contract costs include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor, supplies, repairs
and depreciation costs. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined. Changes
in job performance, job condition, estimated profitability, and final contract
settlement may result in revisions to costs and income, and are recognized in
the period the revisions are determined. Revenues from time-and-material
contracts are recognized currently as the work is performed. Westland
recognizes sales and cost of sales upon shipment to the customer.
Earnings Per Share
Earnings per share have been computed by dividing the income by the weighted
average number of common shares outstanding. The per share amounts reflected in
the consolidated statements of operations are presented in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per share";
the amounts of the Company's "basic" and "diluted" earnings per share (as
defined in SFAS No. 128) are the same.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Unaudited revenues earned for the quarter ended September 30, 2000 were
$8,275,865, as compared to $6,529,112 for the quarter ended September 30, 1999.
The revenues earned reported by Westland, which was acquired by the Company on
February 23, 2000, represented 12%, or $967,771, of the total revenues reported
by the Company for the first quarter 2000. Atlas recognized a 12% increase in
revenues, which was primarily due to greater customer demand as compared to the
first quarter of 1999. The order backlog as of September 30, 2000 was $9.5
million, down 30% from the June 30, 2000 backlog of $13.5 million. The decline
in backlog was primarily due to slower bookings of new orders in the first
quarter. However, backlog increased by $3.3 million in the month of October
2000. Management believes the volume of new business quotes remains active.
Cost of revenues earned for the quarter ended September 30, 2000 was $6,471,661,
up 24% from $5,231,260 for the quarter ended September 30, 1999, principally due
to the inclusion of the results of Westland for the quarter ended September 30,
2000 but not in the quarter one year ago, and higher revenues earned (and
related costs) for Atlas during the current quarter. As a percentage of
revenues earned, cost of revenues earned was 78.2% for the quarter ended
September 30, 2000 as compared to 80.1% for the quarter ended September 30,
1999. The slight decrease in cost of revenues as a percent of revenues earned
was principally due to the contribution of higher gross profit margins
associated with Westland's products.
Gross profit for the quarter ended September 30, 2000 was $1,804,204,
representing a 39% increase compared to the $1,297,852 gross profit for the
quarter ended September 30, 1999, principally for the reasons recited above for
costs of revenues earned. Westland contributed $387,782 of the gross profits
and the remaining $1,416,422 of gross profit was from Atlas.
Consolidated selling, general and administrative (SG&A) expenses were
$1,844,898, or 26% greater than the quarter ended September 30, 1999 SG&A
expenses of $1,459,571. The difference in SG&A expenses for the quarter ended
September 30, 2000 was due to the inclusion of Westland's SG&A expenses in this
quarter but not in the quarter one year ago. As a percentage of revenues
earned, SG&A expenses were 22% for the quarter ended September 30, 2000 and the
quarter ended September 30, 1999.
10
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The net loss from operations for the quarter ended September 30, 2000 was
$40,694, compared to a net loss from operations for the quarter ended September
30, 1999 of $161,719. This improvement for the quarter was the result of the
increased volume at Atlas and the inclusion of Westland's results relative to
the quarter one year ago.
Interest expense for the quarter ended September 30, 2000 was $427,691, up 64%
from $261,346 for the quarter ended September 30, 1999. Higher interest costs
in the three-month period were due to the new Company debt which was borrowed to
finance the purchase of Westland.
The net loss for the quarter ended September 30, 2000 was $292,859, compared to
a net loss of $249,653 for the quarter ended September 30, 1999. The reported
net loss for the quarter of $0.12 per share was based on 2,475,000 weighted
average common shares outstanding during the quarter. This compared to a net
loss for the quarter ended September 30, 1999 of $.10 cents per share, based on
2,475,000 weighted average common shares outstanding during the quarter a year
ago.
Liquidity and Capital Resources
Management believes financing facilities currently in place, along with
anticipated cash available from operations, will be sufficient for general
operations. On July 31, 2000, the Company was scheduled to repay approximately
$417,000 of the subordinated deferred indebtedness totaling $1,108,352 due to
the former owners of Atlas. This repayment has been postponed for an indefinite
period of time. Instead, cash is being conserved for ongoing operations. In
addition, the Company's bank has requested the postponement of the payment of
the $417,000 until the Company's financial results improve.
At September 30, 2000, the Company had (1) debt of $10,921,607 under the line of
credit, and $3,700,000 of Industrial Revenue Bond obligations, payable over the
12 years remaining in their term, (2) deferred executive compensation
obligations of $1,108,352 scheduled to be paid over three equal annual
installments during the period from July 2000 through July 2002, (3) five year
term debt of $3,600,000, bearing interest at 125 basis points over the prime
rate, incurred in February 2000 to purchase Westland, (4) five year
subordinated term debt of $2,750,000, payable to the former owner of Westland
and bearing a fixed interest rate of 9.25%, incurred in February 2000 to
purchase Westland , and (5) other debt of $54,652. This total of $22,134,611
compares to a total combined long-term debt financing and line of credit current
balance of $22,961,403 as of June 30, 2000.
The Company believes that, as a result of the current loan facility, its short-
term credit availability is adequate to support its business operation at
current and near-term anticipated sales levels. This excludes the repayment of
previously scheduled subordinated deferred indebtedness as noted above. Working
capital at September 30, 2000 was $13,394,842 and the current ratio was 2.7 to
1, as compared to $14,816,624 and a current ratio of 2.8 to 1, respectively, for
the Company at June 30, 2000.
The Company's revolving credit agreement and term loan with a bank impose
financial levels of tangible capital funds, specified leverage ratios (debt to
equity), and fixed expense coverage. At June 30, 2000, the Company was not in
compliance with the financial covenants specified in the agreements. On October
13, 2000, the Company obtained a waiver from the bank waiving its acceleration
rights as a result of the Company's noncompliance. In addition, the financial
covenants were amended to provide for less stringent requirements through June
30, 2001. Based on current projections for the year ending June 30, 2001,
management believes operations will provide sufficient funds to enable the
Company to meet the amended requirements.
11
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Forward-Looking Statements
Various statements in this Report concerning the manner in which the Company
intends to conduct its future operations and potential trends that may affect
future results of operations are forward-looking statements. The Company may be
unable to realize its plans and objectives due to various important factors.
These factors include but are not limited to what management believes is a
current softening of the domestic and foreign markets for automobiles and
automotive parts resulting in reduced demand for the Atlas' automation
equipment; potential technological developments in the metal forming and
handling automation equipment markets which may render Atlas' automation
equipment noncompetitive or obsolete; the risk that Atlas may not succeed in its
ongoing patent suit against Orchid; the risk that Westland's customers may be
unwilling or unable to continue ordering control panels; the potential inability
of the Company to continue to meet the new, less stringent financial covenants
under the Company's existing credit facility that are to remain in effect
through June 30, 2001 or to comply with the original financial covenants that
again are to become applicable as of July 1, 2001; the tightening of credit
availability generally or under the Company's exiting credit facility which may
render the Company unable to access needed working capital.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by Item 3 has been disclosed in Item 7A of the
Company's Annual Report on Form 10-K for the year ended June 30, 2000. There
has been no material change in the disclosure regarding market risk.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Since the date of the filing of the Company's Annual Report on Form 10-K for the
year ended June 30, 2000, there have been no material new legal proceedings
involving the Company or any material developments to such proceedings.
ITEM 5. OTHER INFORMATION
On October 16, 2000, the Company hired James A. Kolinski as Vice President -
Operations for the Company. Mr. Kolinski had been Chief Executive Officer and
President of HPM Corporation, a $110 million manufacturer of equipment for
plastic injection molding, metal extrusion and metal die-casting applications.
Previously, for 6 years, Mr. Kolinski was President and Chief Operating Officer
at Grove Worldwide LLC, a leading manufacturer of aerial work platforms with
operations in the United States, United Kingdom, and France. Mr. Kolinski
assisted in the development of Grove's strategic plan which resulted in sales
growth from $56 million to $205 million per annum. Mr. Kolinski had full Profit
and Loss Statement responsibility at HPM, Grove, and previously as President and
Director of Simon Aerials, a $55 million subsidiary of a $1 billion dollar per
annum parent company, and before that with AAR Corporation, a $25 million per
annum producer of powered industrial sweepers and scrubbers, and material
handling equipment. Mr. Kolinski's employment arrangements provide incentives
for Mr. Kolinski if the Company reaches certain higher levels of sales, sales
growth, and earnings targets.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
27. Financial Data Schedule
B. Reports on Form 8-K -- None
12
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PRODUCTIVITY TECHNOLOGIES CORP.
Date: November 13, 2000 By: /s/ Samuel N. Seidman
---------------------------
Samuel N. Seidman, President
Date: November 13, 2000 By: /s/ Jesse A. Levine
-------------------------
Jesse A. Levine, Chief Financial Officer (Principal
Financial Officer)
13
