BK Technologies Corp — Interim / Quarterly Report 1997

Aug 14, 1997

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1997 ------------------------------- Commission file number 33-31797 ------------------------------- ADAGE, INC. - -------------------------------------------------------------------------------- (Exchange name of registrant as specified in its charter) Pennsylvania 04-2225121 ------------------------------- ------------------------------ (State or other jurisdiction of I.R.S. Employer Identification Incorporation or organization) Number 342 Willowbrook Lane, West Chester, PA 19382 - -------------------------------------------------------------------------------- (Address of principal executive officers) (Zip Codes) (215) 430-3900 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date of August 8, 1997. 5,032,057 shares of Common Stock, par value $.60 per share. ------------------------------------------------------------ PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS ADAGE, INC. ----------- Condensed Consolidated Balance Sheets -------------------------------------

Note 1. The consolidated balance sheet at December 31, 1996 has been condensed from the audited financial statements. See Notes to condensed consolidated financial statements. 2 ITEM 1 - FINANCIAL STATEMENTS - continued ADAGE, INC. ----------- Condensed Consolidated Statements of Income -------------------------------------------

See Notes to condensed consolidated financial statements. 3 ITEM 1 - FINANCIAL STATEMENTS - continued ADAGE, INC. ----------- Condensed Consolidated Statements of Income -------------------------------------------

See Notes to condensed consolidated financial statements. 4 ITEM 1 - FINANCIAL STATEMENTS - continued ADAGE, INC. ----------- Condensed Consolidated Statements of Cash Flows

See Notes to condensed consolidated financial statements. 5 Notes to Condensed Consolidated Financial Statements (Unaudited) (000's Omitted) 1. Condensed Consolidated Financial Statements The condensed consolidated balance sheet as of June 30, 1997, the consolidated statements of operations for the three and six months ended June 30, 1997 and 1996 and the consolidated statements of cash flows for the six months ended June 30, 1997 and 1996 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows at June 30, 1997 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1996 Annual Report to Shareholders. The results of operations for the period ended June 30, 1997 are not necessarily indicative of the operating results for a full year. 2. Inventories June 30, December 31, 1997 1996 -------- -------- Inventories consisted of: Raw Material $ 7,147 $ 7,424 Work in Process 3,949 3,286 Finished goods 4,756 5,509 -------- -------- $ 15,852 $ 16,219 ======== ======== 3. Stockholders' Equity Stockholders' Equity is comprised of the following: June 30, December 31, 1997 1996 -------- -------- Common Stock $ 3,019 $ 3,076 Additional Capital 20,164 20,500 Retained Earnings 4,820 5,638 -------- -------- $ 28,003 $ 29,214 ======== ======== 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND ------------------------------------------------------------------------- FINANCIAL CONDITIONS - $000 Omitted -------------------- Results of Operations As an aid to understanding the Company's operating results, the following table shows each item from the consolidated statement of income expressed as a percentage of net sales:

Net Sales Net sales for the six months ended June 30, 1997 decreased $917 compared to sales for the same period in 1996. In the first quarter, sales decreased $2,912 due to lower demand in the utility sector for load management switches. Declines were also experienced in land-mobile radio product lines. Sales increased $1,995 in the second quarter as both areas, particularly land-mobile, rebounded. Cost of Sales Cost of sales as a percentage of net sales increased 0.8% to 74.1% for the six months ended June 30, 1997 from 73.3% for six months ended June 30, 1996. Cost of sales was 71.1% of net sales for the year ended December 31, 1996. This increase is the result of higher labor and related fringe costs. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of marketing, selling, engineering, data processing, occupancy and financial costs. These expenses increased to 24.0% for the six months ended June 30, 1997 compared to 22.3% for the same period in 1996. This is the result of additional engineering expenses in support of two strategic product initiatives. 7 Interest Expense Interest expense increased to 2.6% for the six months ended June 30, 1997 from 2.2% for the same period in 1996. This increase resulted from higher debt levels associated with the facility expansion in West Melbourne, Florida. Income Taxes Income taxes (benefit) represented a 37.0% effective tax rate for the six months ended June 30, 1997. This rate is made up of a 34% federal tax rate and varying state tax rates. The effective tax rate for 1996 was 15.4%. Inflation and Changing Prices Inflation and changing prices for the three months ended June 30, 1997 and the six months ended June 30, 1996 have contributed to increases in wages, facility and raw material costs. The Company believes that it will be able to pass on most of its future inflationary increases to its customers. The Company is also subject to changing foreign currency exchange rates in its purchases of raw materials. The Company employs several methods to protect against increases in costs due to currency fluctuations. It is not always possible to pass on the effects of currency fluctuations to customers. However competition in these markets are subject to similar fluctuations in product costs. Liquidity and Capital Resources Working capital decreased by $1,058,000 during the six months ended June 30, 1997. The Company has credit available under its existing lines of credit in excess of $6 million. Capital expenditures for the first six months of 1997 were $1,486,000 which was paid from operating cash flow and bank credit lines. It is estimated that capital expenditures for 1997 will be approximately $4.3 million. Of these expenditures, $2.3 million is for the expansion of the West Melbourne, Florida facility. The purpose of the expansion is to consolidate operations at this location and $1.4 million is to replace obsolete surface mount equipment. Management expects that capital expenditures will be significantly lower in 1998. Inventories, excluding those of the discontinued business segments, increased $1,366 for the six months ended June 30, 1997 from December 31, 1996. 8 Discontinued Operations In December 1996 the Company agreed in principal to sell its specialty manufacturing segment subsidiary to an officer and director of the Company. The sale was completed in June 1997. This segment has been recorded as a discontinued operation for the three and six months ended June 30, 1997 and 1996. The Company sold its paper manufacturing subsidiary in June 1997. This segment has been reported as a discontinued operation for the three and six months ended June 30, 1997 and 1996. 9 ITEM 6. Exhibits and Reports of From 8-K b.) Reports on Form 8-K The Registrant was not required to file reports on Form 8K during the quarter ended June 30, 1997. 10 Pursuant to the requirements of securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized. ADAGE, INC. ------------------------- William P. Kelly Chief Financial Officer and Vice President - Finance Date: August ____, 1997 11