HI SHEAR TECHNOLOGY CORP
10QSB, 1997-09-26
GUIDED MISSILES & SPACE VEHICLES & PARTS
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 1997
                               ---------------

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from ______________ to __________________

Commission file number  001-12810
                        ---------


                         HI-SHEAR TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Delaware                                       22-2535743
         --------                                       ----------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization                        (Identification No.)


        24225 Garnier Street, Torrance, CA  90505-5355
        ----------------------------------------------
        (Address of principal executive offices)

(Issuer's telephone number)   (310) 784-2100
                              --------------

- --------------------------------------------------------------------------------
     (Former name,  former address and former fiscal year, if changed since last
report.  Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subjected to such filing requirements for the past 90 days.
                                 [X] Yes [ ] No
                                 [X] Yes [ ] No
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:
6,636,000 of Common Stock,
$.001 par value as of August 31, 1997.
Transitional  Small Business  Disclosure
Format (Check one):                         [ ] Yes [X] No



                         HI-SHEAR TECHNOLOGY CORPORATION

                                       i

<PAGE>


                                      INDEX



                                                                    PAGE NO.
                                                                    --------

     PART 1 - FINANCIAL INFORMATION

           Condensed consolidated Balance Sheets ........................... 1
                    August 31, 1997 and May 31, 1997

           Condensed consolidated Statement of Operations .................. 2
                    three months ended August 31, 1997
                    and August 31, 1996

           Condensed consolidated Statement of Cash Flow  .................. 3
                    three months ended August 31, 1997
                    and August 31, 1996

           Notes to Financial Statements ................................... 4

     PART 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ...........  4
              CONDITION AND RESULTS OF OPERATIONS

              SIGNATURES   ................................................. 6



                                       ii
<PAGE>
<TABLE>
<CAPTION>

PART I   FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
 BALANCE SHEETS
- ------------------------------------------------------------------------------------------------------------------------


                                                                             AUGUST 31,                    MAY 31,
                                                                                1997                         1997
                                                                    ------------------------      ----------------------
                                                                            (UNAUDITED)
<S>                                                                    <C>                          <C>
ASSETS:

Current Assets:
  Cash                                                                 $             58,000         $             19,000
  Accounts Receivable                                                             5,308,000                    6,307,000
  Inventories                                                                     3,112,000                    2,633,000
  Prepaid expenses an other current assets                                           76,000                       50,000
                                                                    ------------------------      ----------------------

                      Total current assets                                        8,554,000                    9,009,000

Equipment, Net                                                                    1,576,000                    1,491,000

Other Assets, net
  Deferred costs                                                                    268,000                      298,000
  Other intangible assets                                                           114,000                      115,000
                                                                    ------------------------      ----------------------

Total                                                                  $         10,512,000         $         10,913,000
                                                                    ========================      ======================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes payable to bank                                                $          2,286,000         $          2,511,000
  Current portion of long-term debt                                                  73,000                      128,000
  Accounts payable                                                                1,520,000                    1,763,000
  Accrued payroll and related costs                                                 448,000                      423,000
  Other accrued liabilities                                                         413,000                      456,000
                                                                    ------------------------      ----------------------

                 Total current liabilities                                        4,740,000                    5,281,000

Long-Term Debt                                                                        8,000                       16,000
                                                                    ------------------------      ----------------------

                    Total liabilities                                             4,748,000                    5,297,000

Excess of Net Assets Acquired Over Purchase Price                                   794,000                      829,000

Stockholders' Equity
   Preferred stock, $1.00 par value; 500,000 shares
     authorized;  no shares issued
   Common stock,  $.001 par value -  25,000,000  shares
     authorized;  issued and outstanding, 6,636,000 shares
     at  August 31, 1997 ; 6,636,000 shares at May 31, 1997                           7,000                        7,000
   Additional paid-in capital                                                     7,001,000                    7,001,000
   Accumulated deficit                                                           (2,038,000)                  (2,221,000)
                                                                    ------------------------      -----------------------

Total stockholders' equity                                                        4,970,000                    4,787,000
                                                                    ------------------------      -----------------------

TOTAL                                                                  $         10,512,000         $         10,913,000
                                                                    ========================      =======================
</TABLE>


See notes to financial statements.



                                       1

<PAGE>
<TABLE>
<CAPTION>

PART I   FINANCIAL INFORMATION

HI-SHEAR TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                              THREE-MONTH PERIOD
                                                                                               ENDED AUGUST 31,
                                                                            -----------------------------------------------
                                                                                     1997                       1996


<S>                                                                           <C>                        <C>      
REVENUES                                                                      $       3,579,000          $       3,276,000

Cost of Revenues                                                                      2,610,000                  2,382,000
                                                                            --------------------       --------------------

GROSS PROFIT                                                                            969,000                    894,000

Selling, General and Administrative Expenses                                            632,000                    598,000
Research and Development Expenses                                                        98,000                     77,000

                                                                            --------------------       --------------------

OPERATING INCOME                                                                        239,000                    219,000

Interest Expense (Income)                                                                54,000                     70,000
                                                                            --------------------       --------------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                                185,000                    149,000

Provision for Income Taxes                                                                2,000                      2,000
                                                                            --------------------       --------------------

NET INCOME                                                                    $         183,000          $         147,000
                                                                            ====================       ====================


NET INCOME PER COMMON AND COMMON
  EQUIVALENT SHARE                                                            $            0.03          $            0.02
                                                                            ====================       ====================

WEIGHTED AVERAGE NUMBER OF COMMON AND
  COMMON EQUIVALENT SHARES OUTSTANDING
  DURING THE PERIOD                                                                   6,636,000                  6,628,000
                                                                                ================           ================

</TABLE>

See notes to financial statements.

                                        2

<PAGE>
<TABLE>
<CAPTION>

HI-SHEAR TECHNOLOGY CORPORATION
 STATEMENTS OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------

                                                                                              THREE-MONTH PERIOD
                                                                                                ENDED AUGUST 31,
                                                                             ---------------------------------------------
                                                                                         1997                      1996
<S>                                                                            <C>                       <C>      
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net  income                                                                  $        183,000         $         147,000
  Adjustments to reconcile net  income
    to net cash (used in) provided by
    operating activities:
    Depreciation and amortization                                                       125,000                   112,000
    Amortization of excess of net assets
    acquired over purchase price                                                        (35,000)                  (35,000)
    Changes in assets and liabilities:
      Accounts receivable                                                               999,000                    68,000
      Inventories                                                                      (478,000)                  (41,000)
      Prepaid expenses and other assets                                                 (26,000)                      -
      Accounts payable                                                                 (243,000)                  (14,000)
      Accrued payroll and related costs                                                  25,000                  (153,000)
      Other accrued liabilities                                                         (43,000)                   13,000
                                                                             -------------------      --------------------
            Net cash (used in) provided by
               operating activities                                                     507,000                    97,000
                                                                             -------------------      --------------------

CASH FLOWS FROM INVESTING ACTIVITIES-
  Purchase of equipment                                                                (180,000)                  (38,000)
                                                                             -------------------      --------------------

CASH FLOWS FROM FINANCING ACTIVITIES-
  Proceeds (payments) on note payable to bank                                          (225,000)                  (25,000)
  Proceeds from stock options exercised                                                    -                       15,000
  Principal payments on long-term debt                                                  (63,000)                  (59,000)
                                                                             -------------------      --------------------
            Net cash provided by
               (used in) financing activities                                          (288,000)                  (69,000)
                                                                             -------------------      --------------------

NET INCREASE (DECREASE) IN CASH                                                          39,000                   (10,000)

CASH, BEGINNING OF PERIOD                                                                19,000                    76,000
                                                                             -------------------      --------------------

CASH, END OF PERIOD                                                            $         58,000         $          66,000
                                                                             ===================      ====================
</TABLE>


See notes to financial statements.

                                        3

<PAGE>



NOTES  TO FINANCIAL STATEMENTS (UNAUDITED)

         1.       BASIS OF PRESENTATION

                  Reference  is  made to the  Company's  Annual  Report  on Form
                  10-KSB for the year ending May 31, 1997.

                  The accompanying  unaudited  financial  statements reflect all
                  adjustments  which,  in the  opinion of the  Company,  are the
                  results of operations for the interim periods  presented.  All
                  such  adjustments  are  of a  normal,  recurring  nature.  The
                  results of the Company's operations for any interim period are
                  not  necessarily  indicative  of the  results  for full fiscal
                  year.

PART 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         GENERAL

         Hi-Shear   Technology   Corporation  designs  and  manufactures  highly
         reliable  electronic  and   pyrotechnic-separation   products  for  the
         aerospace industry, and has adapted its technology to a select group of
         emerging commercial products. Its aerospace products are primarily used
         in  commercial  space  satellites  and  launch  vehicles,   exploration
         missions,  strategic  missiles,  advanced fighter aircraft and military
         systems. The Company's aerospace products are used by customers ranging
         from commercial  satellite  manufacturers,  launch vehicle  assemblers,
         NASA, the U.S. Government, foreign space agencies and commercial launch
         ventures, and others in the aerospace business.

         The  following  discussion  of the  financial  condition and results of
         operations  of the  Company  should  be read in  conjunction  with  the
         financial statements included elsewhere in this report. This discussion
         contains  forward-looking  statements about the Company's business, and
         actual   results   may   differ   from  those   anticipated   in  these
         forward-looking  statements as a result of certain  factors  including,
         the acceptance  and pricing of its new products,  the  development  and
         nature of its relationship with key strategic partners,  the allocation
         of the federal budget and the economy in general.

         Three Months Ended  August 31, 1997,  compared  with Three Months Ended
         -----------------------------------------------------------------------
         August 31, 1996.
         ----------------

         Revenues  for the quarter  ending  August 31, 1997 were  $3,579,000  as
         compared to $3,276,000 for the same period last year. This represents a
         9%  increase  over the same period last year and was due to an increase
         in  commercial  aerospace  shipments  during the period.  The Company's
         increase in new orders for commercial  aerospace products during fiscal
         year 1997 led to this increase in revenues as orders were completed and
         shipped during the first quarter.

         Gross profit for the quarter  ended August 31, 1997 was $969,000 or 27%
         of revenues  as  compared  to $894,000 or 27% of revenues  for the same
         period last year.  The quarter's  selling,  general and  administrative
         expenses,  although up slightly,  were 17.6% of revenues as compared to
         18.2% of  revenues  during  the same  period  last year.  Research  and
         development  spending  for the quarter was up 27%  compared to the same
         period  last  year  and  reflect   continued  new  commercial   product
         development efforts. As a result of the foregoing, operating income for
         the


                                       4
<PAGE>



         period was $239,000 or 6.7% of revenues  comparable  to the $219,000 or
         6.7% of revenues in the same period last year.

         Interest  expenses of $54,000 for the quarter were lower than  interest
         expense  during the same period last year due to lower  borrowing.  Net
         income for the first  quarter was  $183,000 or 5.1% of revenues up from
         the $147,000 or 4.5% of revenues for the same period last year.

         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

         The Company  generated  $507,000 of cash from  operations for the first
         three  months of fiscal  1998 as  compared  with  $97,000 for the first
         three months of fiscal 1997.  This  improvement  reflects the increased
         operating profits earned this period, as well as increased  collections
         of its accounts receivable from shipments made in the previous quarter.

         In September 1997, the Company collected the $150,000  receivable under
         its international license agreement for the manufacture and sale of the
         LIFESHEAR and LINESHEAR cutting tools and the license agreement remains
         fully in effect.


                                       5

<PAGE>



                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                         HI-SHEAR TECHNOLOGY CORPORATION



Date:    26 September 1997             By:       /s/ Thomas R. Mooney
     -------------------                        -------------------
                                               Thomas R. Mooney
                                               Chairman and President



Date:    26 September 1997             By:      /s/ George W. Trahan
    --------------------                      --------------------
                                              George W. Trahan
                                              Executive Vice President
                                              (Principle Accounting Officer)

                                        6


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-Mos
<FISCAL-YEAR-END>                              May-31-1998
<PERIOD-END>                                   Aug-31-1997
<CASH>                                         0
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0
<PP&E>                                         0
<DEPRECIATION>                                 125
<TOTAL-ASSETS>                                 10512
<CURRENT-LIABILITIES>                          4740
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       7
<OTHER-SE>                                     4963
<TOTAL-LIABILITY-AND-EQUITY>                   10512
<SALES>                                        3579
<TOTAL-REVENUES>                               3579
<CGS>                                          2610
<TOTAL-COSTS>                                  730
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             54
<INCOME-PRETAX>                                185
<INCOME-TAX>                                   2
<INCOME-CONTINUING>                            183
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   183
<EPS-PRIMARY>                                  .03
<EPS-DILUTED>                                  0
        


</TABLE>


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