UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 2003
[ ] 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 0-7390
Aero Systems Engineering, Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 41-0913117
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
358 East Fillmore Avenue, St. Paul, Minnesota 55107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 651-227-7515
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Securities registered pursuant to Section 12(g) of the Act. Common Stock,
Par value, $.20 per share.
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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Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Act).
Yes No X
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As of June 30, 2003, 4,401,625 shares of common stock, par value $.20 per
share, were outstanding.
Page 2
AERO SYSTEMS ENGINEERING, INC.
Form 10-Q
Quarter Ended June 30, 2003
Table of Contents
Page
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PART I - FINANCIAL INFORMATION
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosures 12
about Market Risk
Item 4 Controls and Procedures 12
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 13
Page 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AERO SYSTEMS ENGINEERING, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
ASSETS 2003 2002
------ ---------- ------------
(Unaudited) (Note)
(000's omitted, except share data)
CURRENT ASSETS
Cash and Cash Equivalents $ 1,322 $ 3,234
Accounts Receivable, net 6,044 6,672
Costs and Estimated Earnings in
Excess of Billings on Uncompleted
Contracts 5,798 6,361
Inventories:
Materials and Supplies 645 843
Projects in Process 325 360
Prepaid Expenses 145 342
Deferred Income Taxes 998 998
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Total Current Assets 15,277 18,810
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PROPERTY, PLANT AND EQUIPMENT
Land 486 486
Buildings 3,025 3,025
Furniture, Fixtures, & Equipment 9,431 9,038
Wind Tunnels & Instrumentation 3,291 3,227
Building Improvements 1,570 1,570
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17,803 17,346
Less Accumulated Depreciation 13,836 13,225
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Property, Plant, and Equipment, net 3,967 4,121
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Total Assets $19,244 $22,931
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Page 4
AERO SYSTEMS ENGINEERING, INC.
CONDENSED BALANCE SHEETS
(continued)
June 30, December 31,
LIABILITIES 2003 2002
----------- ---------- -------------
(Unaudited) (Note)
(000's omitted, except share data)
CURRENT LIABILITIES
Current Maturities of
Capital Lease Obligations $ 28 $ 122
Notes Payable with Related Parties 500 500
Accounts Payable:
Trade 2,125 2,162
Related parties 53 30
Billings in Excess of Costs and Estimated
Earnings on Uncompleted Contracts 1,554 3,431
Accrued Warranty and Losses 453 493
Accrued Salaries and Wages 1,244 1,135
Income Tax Payable 137 358
Other Accrued Liabilities 3,864 5,509
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Total Current Liabilities 9,958 13,740
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OTHER LIABILITIES
Long-term Debt with Related Parties 1,000 1,500
Capital Lease Obligations,
Less Current Maturities 69 82
Deferred Income Taxes 378 378
STOCKHOLDERS' EQUITY
Common Stock, $.20 par value
Authorized shares - 10,000,000
Issued and outstanding shares - 4,401,625 880 880
Additional Paid-in Capital 900 900
Retained Earnings 6,059 5,451
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Total Stockholders' Equity 7,839 7,231
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Total Liabilities and Stockholders' Equity $ 19,244 $ 22,931
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Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
Page 5
AERO SYSTEMS ENGINEERING, INC.
CONDENSED STATEMENTS OF EARNINGS
Three Months Ended Six Months Ended
June 30, June 30
-------------------------------- --------------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(000's omitted, except share data)
Earned Revenue $ 9,757 $ 10,973 $ 19,184 $ 19,900
Cost of Earned Revenue 7,580 8,520 14,844 15,636
----------- ----------- ----------- -----------
Gross Profit 2,177 2,453 4,340 4,264
Operating Expenses 1,710 1,579 3,312 3,003
----------- ----------- ----------- -----------
Operating Profit 467 874 1,028 1,261
Other (Income) Expense
Interest Expense 65 86 131 177
Other (19) (7) (42) (4)
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46 79 89 173
----------- ----------- ----------- -----------
Income Before Income Taxes 421 795 939 1,088
Income Tax Expense 137 270 332 370
----------- ----------- ----------- -----------
Net Income $ 284 $ 525 $ 607 $ 718
=========== =========== =========== ===========
NET INCOME PER SHARE $ 0.06 $ 0.12 $ 0.14 $ 0.16
=========== =========== =========== ===========
Number of Shares Outstanding 4,401,625 4,401,625 4,401,625 4,401,625
Dividends per Share None None None None
Page 6
AERO SYSTEMS ENGINEERING, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
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2003 2002
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(Unaudited) (Unaudited)
(000's omitted)
OPERATING ACTIVITIES
Net income $ 607 $ 718
Adjustment to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 611 702
Changes in operating assets and liabilities:
Accounts receivable 628 (1,283)
Costs and estimated earnings in excess of
billings on uncompleted contracts 563 (787)
Inventories 233 (40)
Prepaid expenses and other, net 197 183
Accounts payable and accrued expenses (1,589) 2,452
Income tax payable (221) 153
Billings in excess of costs and estimated
earnings on uncompleted contracts (1,877) 1,464
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Net cash provided by (used in) operating activities (848) 3,562
INVESTING ACTIVITIES
Capital expenditures (457) (189)
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Net cash used in investing activities (457) (189)
FINANCING ACTIVITIES
Net (repayments) borrowings under line of credit agreements (500) (1,700)
Principal payments on borrowings from related parties
Principal payments under capital lease obligations (107) (35)
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Net cash provided by (used in) financing activities (607) (1,735)
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Net increase (decrease) in cash and cash equivalents (1,912) (1,924)
Cash and cash equivalents at beginning of year 3,234 97
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Cash and cash equivalents at end of quarter $ 1,322 $ 1,735
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the quarter for:
Interest 43 43
Page 7
AERO SYSTEMS ENGINEERING , INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2003
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by the accounting principles
generally accepted in the United States for complete financial statements.
In the opinion of management, all adjustments (consisting solely of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six-month period ending June 30, 2003
are not necessarily indicative of the results that may be expected for the
year ended December 31, 2003. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2002.
NOTE B - INCOME TAXES
Income taxes are provided on an interim basis based upon management's
estimate of the annual effective tax rate.
NOTE C - CONTRACTS IN PROCESS
Information with respect to contracts in process follows:
June 30, June 30,
2003 2002
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(000's omitted)
Costs Incurred on Uncompleted Contracts $46,467 $49,313
Estimated Earnings Thereon 11,404 17,244
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Total Earned Revenue on Uncompleted Contracts 57,871 66,557
Less Billings Applicable thereto 53,627 64,048
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$ 4,244 $ 2,509
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Included in Accompanying Balance Sheet
Under Following Captions:
Costs and Estimated Earnings in Excess of
Billings on Uncompleted Contracts $ 5,798 $ 5,664
Billings in Excess of Costs and Estimated
Earnings on Uncompleted Contracts 1,554 3,155
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$ 4,244 $ 2,509
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Page 8
AERO SYSTEMS ENGINEERING , INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2003
NOTE D - CONTINGENCIES AND COMMITMENTS
Guarantees of approximately $3,975,000 were outstanding at June 30, 2003 to
various customers as bid bonds or in exchange for down payments or warranty
performance bonds.
NOTE E - PRODUCT WARRANTIES
Aero Systems Engineering, Inc. (ASE) provides a limited standard warranty
for all of it's product and services for a period of one year after final
acceptance of the work completed and delivered under contract. In certain
circumstances, ASE may offer extended warranty terms. ASE's sole liability
in respect to any claims under it's warranty is to repair or replace any or
all products and services provided which prove to be defective during the
warranty period. The warranty reserve is periodically reviewed by
manangement and adjusted as need based on current contractual obligations
and historical cost information.
Warranty provisions and claims for the periods ended June 30, 2003 and June
30, 2002 were as follows:
Three Months Ended Six Months Ended
June 30, June 30
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2003 2002 2003 2002
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(000's omitted)
Accrued Warranty
Beginning Balance 400 400 400 400
Warranty provisions 24 48 90 240
Warranty Claims (24) (48) (90) (240)
------ ------ ------ ------
Ending Balance 400 400 400 400
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Page 9
AERO SYSTEMS ENGINEERING, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
In addition to historical information, this Quarterly Report contains
forward-looking statements. The forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in such forward-looking statements. Factors that
might cause a difference include, but are not limited to, general economic
conditions, the condition of the aerospace industry, signing of future
contracts, competitive factors and other risks detailed from time to time in the
Company's reports to the SEC, including the report on Form 10-K for the year end
December 31, 2002. Actual results may vary materially from those anticipated.
Results of Operations
Three months (second quarter) and six months ended June 30, 2003 (All dollar
amounts are in thousands.)
Worldwide revenue for the three months and six months ended June 30, 2003
totaled $9,757 and $19,184 respectively. This represents an 11% and 4% decrease
respectively from the $10,973 and $19,900 of revenue for the same periods last
year. Net income for the three months and six months ended June 30, 2003 was
$284 and $607 respectively as compared to $525 and $718 for the same periods
last year. The decrease in revenue and net income was mostly attributable to the
lower level of work on the Singapore wind tunnel project during the first six
months of 2003 as compared to the same period in 2002 since the project is
nearing completion, resulting in lower recognized revenue and profit. This
decrease was somewhat offset by an increased level of projects in process during
the first three months of 2003 as compared to the same period in 2002 and lower
interest expense for the first six months of 2003 as compared to the same period
in 2002.
Backlog of orders as of June 30, 2003 was $21,199 as compared with $21,308 and
$26,201 as of December 31, 2002 and June 30, 2002, respectively. The change from
December 31, 2002 represents a 1% decrease. The total orders received through
the six months ended June 30, 2003 were $19,075.
Gross profit for the three months and six months ended June 30, 2003 was $2,177
and $4,340 respectively. This represents 22% and 23% of revenue as compared to
$2,453 and $4,264 gross profit respectively or 22% and 21% of revenue for the
same periods last year. The $276 decrease in the three months ended June 20,
2003 is a mostly the result of the lower level of work on the Singapore wind
tunnel project as it nears completion, resulting in lower recognized gross
profit.
The Company recognizes revenue and profit as work on long-term contracts
progresses using the percentage-of-completion method of accounting, which relies
on estimates of total expected contract revenues and costs. The Company follows
this method since reasonably dependable estimates of the revenue and costs
applicable to various stages of a contract can be made. Because the financial
reporting of these contracts depends on estimates, which are assessed
continually during the term of the contract, recognized revenues and profit are
subject to revisions as the contract progresses to completion. Revisions in
profit estimates are reflected in the period in which the facts that give rise
to the revision become known. Accordingly, favorable changes in estimates result
in additional profit recognition, and unfavorable changes in estimates result in
the reversal of previously recognized revenue and profits. When estimates
indicate a loss under a contract, cost of revenue is charged with a provision
for such loss. As work progresses under a loss contract, revenue continues to be
recognized, and a portion of the contract costs incurred in each period is
charged to the contract loss reserve.
Page 10
AERO SYSTEMS ENGINEERING, INC.
Selling, general and administrative expenses for the three months and six months
ended June 30, 2003 were $1,510 and $3,031 respectively. This represents 15% and
16% of revenue as compared to $1,474 and $2,820 of SG&A expenses respectively or
13% and 14% of revenue for the same periods last year. The increases for both
2003 periods is mostly related to direct marketing activities and additional
third party fees related to pursuing strategic alternatives.
Research and development expenses for the three months and six months ended June
30, 2003 was $200 and $281 respectively as compared to $105 and $183
respectively for the same periods in 2002. This increase of $95 for the three
months ended June 30, 2003 is mostly related to the focus of certain resources
in second quarter 2003 on a couple of larger R&D projects. During 2003,
additional R & D will be incurred for continued enhancements to the ASE2000,
aero-acoustic analysis and new product initiatives.
Interest expense for the three months and six months ended June 30, 2003 was $65
and $131 respectively as compared to $86 and $177 respectively for the same
periods in 2002. The lower interest expense is the result of a lower average
amount of borrowings outstanding in the first six months of 2003 as compared to
the first six months of last year, the repayment of $500 in March 2003 of the
three year $1,500 note to Celsius Inc., now renamed to Saab Holdings U.S., Inc.,
and a reduction in capital lease interest expense.
Income tax expense for the three months and six months ended June 30, 2003 was
$137 and $332 respectively as compared to $270 and $370 for the same periods in
2002. Income taxes are provided on an interim basis based upon management's
estimate of the annual effective tax rate.
Financial Condition
Accounts receivable at the end of second quarter 2003 was $6,044 as compared
with the year end balance of $6,672. This decrease of $628 was due mainly to the
timing of billing milestones on several large contracts.
Costs and estimated earnings in excess of billings on uncompleted contracts at
the end of second quarter 2003 was $5,798, which is a decrease of $563 or 9% as
compared with the year-end 2002 balance. The Company recognizes profit on
long-term projects on the percentage of completion basis, which permits earned
revenue to be recognized prior to the time that progress payments are billed.
When this occurs, amounts are added to this asset account for the recognition of
earned revenue prior to the billing of progress payments. The decrease since
year-end is due to the timing of billing milestones related to the contracts.
Billings are a function of contract terms and do not necessarily relate to the
percentage of completion of a project.
Current notes payable balances totaled $500 as compared to the year-end 2002
balance of $500. This represents a note to Minnesota ASE, LLC that does not have
a stated due date.
Accounts payable and accrued expenses at the end of second quarter 2003
decreased $1,589 or 17% as compared to the year-end 2002 balance. This was
primarily due to a decrease in accrued job costs relating to ongoing projects.
Billings in excess of costs and estimated earnings on uncompleted contracts at
the end of second quarter 2002 decreased $1,877 to $1,554 compared to the
year-end 2002 balance of $3,431. The decrease since year-end is due to the
timing of billing milestones related to contracts. Billings are a function of
contract terms and do not necessarily relate to the percentage of completion of
a project.
Page 11
AERO SYSTEMS ENGINEERING, INC.
Liquidity and Capital Resources
The Company has consistently relied upon bank credit lines during recent years
as a source of its working capital resources and liquidity. During the third
quarter 2001, Celsius Inc. which effective July 1, 2003 has been renamed to Saab
Holdings U.S., Inc. ("Saab Holdings") sold 51% of the total outstanding shares
of common stock of ASE to Minnesota ASE, LLC. Related to this transaction, the
Company has secured new bank financing agreements for operating funds and future
letter of credit needs. These new agreements are asset based collateral
agreements, with the funds available under these agreements determined by the
available securable assets at any point in time, up to a maximum of $6,000 of
operating funds, and $4,000 of letter of credit funds. Also related to the
transaction, Saab Holdings has agreed to continue to hold certain existing bank
guarantees until maturity that were previously provided to a few of the
Company's customers, and Saab Holdings has provided a three year $1,500 loan to
the Company at 8% per year, which is subordinated debt under the new bank
agreement. The Company has provided an indemnification agreement to Saab
Holdings to secure Saab Holdings's interest in the above items. In March of
2003, in connection with Saab AB providing an extension to a down payment letter
of credit to one of the Company's customers, the Company repaid to Saab
Holdings, $500,000 of the $1,500,000 three-year note. The average funds
available and amounts outstanding on the operating line and letter of credit
during the second quarter 2003 were $0 outstanding on $3,040 available and
$2,229 outstanding on $4,000 available, respectively.
At the end of the second quarter 2003, the Company had notes payable balances of
$500 current and $1,000 long term. The current notes payable balance of $500
consisted of interim loans provided by Minnesota ASE, LLC. The $500 note to
Minnesota ASE, LLC is at 8% per year and does not have a stated maturity date.
The Company believes that these bank lines of credit, along with cash flows from
continuing operations, are adequate to support the Company's cash needs for the
immediate future.
Capital expenditures for the three months and six months ended June 30, 2003
were $327 and $457 respectively as compared to $146 and $189 for the same
periods last year. Additional capital expenditures will be used to acquire
additional equipment for research and development projects, facility
improvements and desktop upgrades. We expect the total capital expenditures for
the year ending December 31, 2003 to approximate the year ended December 31,
2002.
Market Risk
The Company operates on a global basis and, during an average year, generates
approximately 50% of its revenues from international customers. This trend has
continued for the last five years as foreign airlines and government agencies
purchase products that ASE designs and produces. Most of the Company's contracts
are denominated in U.S. dollars. However, a few of them are denominated in the
customer's local currency. Therefore, the Company has entered into foreign
exchange forward contracts having maturities within the next eighteen months.
The face amounts represent U.S. dollar equivalents of a non-U.S. dollar
denominated forward contract. The amounts at risk are not material, and the
Company has the financial ability to generate cash flows to offset the expected
gains or losses when the contracts mature.
Forward-Looking Information
Highly competitive market conditions have increased pressure to reduce margins
on new contracts. The Company has partially offset this pressure with
productivity improvements and cost reduction programs.
Looking ahead throughout the remainder of 2003, the amount of business in
backlog and the number of proposals outstanding should continue to provide a
solid base for the remainder of the year.
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AERO SYSTEMS ENGINEERING, INC.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company's long-term contracts are substantially all denominated in U.S.
dollars. In certain circumstances, the Company has hedged its exposure to
foreign currency fluctuations. A 10% adverse change in foreign currency rates
would not have a material effect on the Company's results of operations or
financial position.
The Company is also subject to interest rate risk. The Company has not hedged
its exposure to interest rate fluctuations; however, a 10% increase or decrease
in interest rates would not have a material effect on the Company's results of
operations, fair values, or cash flows.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term "disclosure controls and procedures" is defined in Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934 (Exchange Act). These rules
refer to the controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized and
reported within required time periods. Our management, including the Chief
Executive Officer and Chief Financial Officer has evaluated the effectiveness of
the design and operation of our disclosure controls and procedures at the end of
the period covered by this quarterly report. Based on their evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures were effective as of June 30, 2003. There
were no changes in our internal controls over financial reporting that occurred
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to affect, the Company's internal controls over financial
reporting.
Changes in Internal Controls
We maintain a system of internal accounting controls that are designed to
provide reasonable assurances that our books and records accurately reflect our
transactions and that our established policies and procedures are followed. For
the quarter ended June 30, 2003, there were no significant changes to our
internal controls or in other factors that could significantly affect our
internal controls subsequent to the date of evaluation referenced in the
paragraph above.
Page 13
AERO SYSTEMS ENGINEERING, INC.
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibit Number and Description
31.1 Rule 13a-14(a) Certification of Charles H. Loux, Chief
Executive Officer
31.2 Rule 13a-14(a) Certification of Steven R. Hedberg, Chief
Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Executive Officer
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Financial Officer
(b) On April 29, 2003, the registrant filed a Form 10K/A Amendment
No. 1 to disclose information required by Part III of it's
previously filed Form 10K.
(c) Reports on Form 8-K
On August 7, 2003, the Company filed a Current Report on Form 8-K
with the Securities and Exchange Commission, reporting the
earnings for the second quarter ended June 30, 2003 and comments
on strategic alternatives.
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 thereto duly authorized.
Date: August 7, 2003
/s/ Charles H. Loux
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Charles H. Loux, President and CEO
/s/ Steven R. Hedberg
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Steven R. Hedberg, Chief Financial Officer