SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 30, 1997
(DATE OF EARLIEST EVENT REPORTED)
TECH-SYM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 74-1509818
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
1-4371
(COMMISSION FILE NUMBER)
10500 WESTOFFICE DRIVE
HOUSTON, TEXAS 77042
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(713) 785-7790
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
THE INFORMATION SET FORTH IN THE PRESS RELEASE OF THE REGISTRANT DATED
OCTOBER 30, 1997, WHICH IS FILED AS AN EXHIBIT HERETO, IS INCORPORATED HEREBY BY
REFERENCE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
THE FOLLOWING EXHIBITS ARE FILED HEREWITH:
99(A) -- PRESS RELEASE ISSUED BY THE REGISTRANT DATED OCTOBER 30, 1997.
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 HEREUNTO DULY AUTHORIZED.
TECH-SYM CORPORATION
(REGISTRANT)
BY:/s/RAY F. THOMPSON
RAY F. THOMPSON
VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
DATE: OCTOBER 31, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99(a) PRESS RELEASE BY THE REGISTRANT DATED OCTOBER 30, 1997.
<PAGE>
EXHIBIT 99(a)
TECH-SYM CORPORATION REPORTS
THIRD QUARTER AND NINE MONTHS RESULTS
HOUSTON, TEXAS, October 30, 1997 -- Tech-Sym Corporation (NYSE:TSY)
today announced operating results for the third quarter and nine months ended
September 30, 1997.
Revenue from continuing operations for the quarter was $69.0 million,
compared to $83.2 million reported in the third quarter of 1996. The Company
experienced a net operating loss from continuing operations for the quarter of
$1.5 million, or $0.24 per share, compared to net income of $3.9 million, or
$0.62 per share, for the same period last year.
Revenue from continuing operations for the nine month period ended
September 30, 1997, was $216.4 million, compared to $214.8 million reported for
the same period last year. Net income from continuing operations for the nine
month period was $5.0 million, or $0.82 per share, compared to $23.7 million, or
$3.68 per share, for the nine month period ended September 30, 1996, which
included a net gain of $13.7 million, or $ 2.13 per share, related to the sale
of 24.7% of GeoScience Corporation.
The operating results include a one time charge of $2.3 million in
revenue which results in a $1.6 million charge to net income from continuing
operations, or $0.26 per share, due to errors in determining 1997 sales and
earnings at the Company's TRAK Microwave subsidiary. The Company is conducting a
review to determine the proper amount of this adjustment applicable to each of
the first and second quarters of 1997. After determining the quarterly impact,
management will restate such quarters and amend the related Form 10-Qs.
Wendell W. Gamel, Chairman and President, stated, "Problems implementing
a new management information system installed to handle the growth in business
at TRAK Microwave Corporation resulted in delivery delays and increased
production costs during 1997. Also, the use of manual inputs resulted in errors
in determining sales and earnings during the year. We believe the problems have
been identified and additional training, system improvements, and management
interaction will prevent such problems in the future. Our challenge is to
translate the growth in the communications business area to our bottom line."
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The Company's third quarter results were also adversely affected by the
loss from continuing operations posted by its majority owned subsidiary,
GeoScience Corporation (Nasdaq:GSCI). The GeoScience loss resulted from the
shifting of certain sales anticipated in the third quarter to future periods due
to internal logistical issues of some of their customers. Increased engineering,
manufacturing and warranty costs also contributed to the loss. The Company
believes that its share of the increased manufacturing costs recorded by
GeoScience in the third quarter of 1997, approximately $550,000, or $0.09 per
share after tax, relates to the operations of the first and second quarter. The
Company is in the process of determining the quarterly impact and will include
the effect in the aforementioned amendment of the first and second quarter Form
10-Qs.
Tech-Sym Corporation is a high technology company that designs, develops
and manufactures electronic systems and components used in diverse markets
including oil and gas exploration, communications, and defense systems.
##
FORWARD-LOOKING STATEMENTS IN THIS RELEASE ARE MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS
ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, RISKS ASSOCIATED WITH THE
UNCERTAINTY OF MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS, LIMITED NUMBER OF
CUSTOMERS, AS WELL AS RISKS OF DOWNTURNS IN ECONOMIC CONDITIONS GENERALLY, RISKS
ASSOCIATED WITH COMPETITION AND COMPETITIVE PRICING PRESSURES, AND OTHER RISKS
DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
Contact: Wendell W. Gamel Ed Bisno/Stacy Lipschitz
Chairman and President Media Contact: Lee Foley
713/785-7790 Morgen-Walke Associates
212/850-5600
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TECH-SYM CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
1997 1996 1996 1997
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Sales .................................................... $ 68,954 $ 83,181 $ 216,377 $214,769
-------- -------- --------- --------
Income (loss) from continuing operations before
income taxes, minority interest, gain on issuance
of stock, and extraordinary item .................... (2,580) 6,350 7,219 15,716
Provision (benefit) for income taxes and minority
interest expense from continuing operations ......... (1,108) 2,497 2,265 5,728
-------- -------- --------- --------
Income (loss) from continuing operations before
gain on issuance of stock and extraordinary item .... (1,472) 3,853 4,954 9,988
Loss from discontinued operation net of applicable
income taxes and minority interest .................. (556) (1,236) (2,119)
-------- -------- --------- --------
Income (loss) before gain on issuance of stock and
extraordinary item .................................. (1,472) 3,297 3,718 7,869
Gain on issuance of stock and extraordinary loss on early
extinguishment of debt net of applicable income taxes 12,723
-------- -------- --------- --------
Net income (loss) ........................................ $ (1,492) $ 3,297 $ 3,718 $ 20,592
======== ======== ========= ========
Earnings (loss) per common share:
Continuing operations ............................... $ (0.24) $ 0.62 $ 0.82 $ 1.55
Discontinued operation .............................. (0.09) (0.20) (0.33)
Gain on issuance of stock and extraordinary item .... 1.97
-------- -------- --------- --------
Net income (loss) ........................................ $ (0.24) $ 0.53 $ 0.62 $ 3.19
======== ======== ========= ========
Average common shares outstanding ........................ 6,033 6,231 6,036 6,452
======== ======== ========= ========
1996 results have been restated for the discontinued geoscientific software subsidiary.
</TABLE>
