Hi-Shear Technology Corporation (NYSE Amex: HSR) today announced
results for its first quarter of fiscal year 2010 ending August 31,
2009. Revenues recognized during the first quarter were $5,498,000
compared to the revenues of $6,044,000 for the same period last
year. Revenues, which are calculated by the Company on a
percentage-of-completion basis, were reduced from last year’s first
quarter because less direct costs were incurred including labor,
overtime and materials, resulting from some previous customer
delays in releasing their requirements to the Company. These orders
have since been received and efforts to deliver those orders are
ongoing. Gross margin for the quarter ended August 31, 2009
increased $158,000 to $3,129,000, and 57% of revenues, from
$2,971,000, and 49% of revenues, reported for the same quarter last
year. Gross margin increased due to manufacturing efficiencies,
reductions in overtime and in overhead expenses during the quarter.
Net income for the quarter ended August 31, 2009 was $1,106,000, or
$0.16 per share, compared to net income of $1,166,000, or $0.17 per
share, for the quarter ended August 31, 2008. The increased gross
product margins experienced during the quarter were more than
offset by merger-related expenses incurred during the quarter.
On July 16, 2009, the Company’s Board of Directors approved the
distribution of a cash dividend of $0.75 per share, or
approximately $5,139,312 paid on August 21, 2009 to shareholders of
record as of the close of business August 14, 2009.
On September 16, 2009, the Company entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Chemring
Group PLC, a company organized under the laws of England and Wales
(“Chemring”) and Parkway Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of Chemring (“Merger Sub”).
The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will
merge with and into the Company (the “Merger”), with the Company
continuing as the surviving corporation and a wholly-owned
subsidiary of Chemring. As of the effective time of the Merger,
each outstanding share of common stock, par value $0.001 per share,
of the Company (“Common Stock”) will be cancelled and converted
into the right to receive an amount in cash equal to $19.18 per
share, subject to the terms and conditions set forth in the Merger
Agreement. Chemring will fund the aggregate cash consideration by
utilizing a credit facility with Lloyds Banking Group plc. The
transaction is subject to customary closing conditions, including
approval of the transaction by Hi-Shear’s stockholders and the
expiration or termination of applicable waiting periods under the
Hart-Scott Rodino Antitrust Improvement Act of 1976, and is
expected to be completed in the fourth quarter of 2009.
Hi-Shear Technology Corporation provides pyrotechnic,
mechanical, and electronic products to the aerospace and defense
market in applications where safety, performance and high
reliability are essential. It develops and produces advanced
systems and products that are primarily used worldwide in space
satellites, launch vehicles, national defense, and government
programs.
This release, as it relates to product announcements and other
Company matters, contains forward-looking statements, which 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 related to market acceptance
of and demand for the Company’s new products, dependence on the
uncertainty of government budgetary issues, primary government
contracts, and intellectual property rights.
The Company’s Form 10-Q will be filed with the Securities and
Exchange Commission on October 15, 2009. The 10-Q will be available
for download at www.hstc.com.
For more information regarding this release or general information
about the company contact Ms. Linda A. Nespole, (310) 784-7821.
FINANCIAL STATEMENTS BALANCE
SHEET August 31, May 31, 2009 2009
(Unaudited) ASSETS: Current Assets: Cash and
cash equivalents $ 2,625,000 $ 7,502,000 Accounts receivable, net
11,343,000 10,746,000 Inventories, net 1,485,000 1,512,000 Deferred
income taxes 853,000 972,000 Prepaid expenses and other current
assets 298,000 229,000
Total current assets $ 16,604,000 $
20,961,000 Land 846,000 846,000 Equipment, net 1,923,000
1,977,000
Total assets $ 19,373,000 $ 23,784,000
LIABILITIES AND STOCKHOLDERS' EQUITY: Current Liabilities:
Bank line of credit/note payable $ 0 $ 0 Trade accounts payable
541,000 611,000 Accrued liabilities 3,932,000 4,353,000 Deferred
revenue 78,000 182,000 Current portion of obligations under capital
leases 39,000 35,000
Total current liabilities $ 4,590,000 $
5,181,000 Deferred income taxes 357,000 347,000 Obligation
under capital leases (less current portion) 56,000 28,000
Total
liabilities $ 5,003,000 $ 5,556,000 Stockholders' Equity
Preferred stock, $1.00 par value;
500,000 shares authorized; no shares issued
0 0
Common stock, $.001 par value -
25,000,000 shares authorized; 6,852,416 and 6,832,416 shares issued
and outstanding at August 31, 2009 and May 31, 2009
respectively
7,000 7,000 Additional paid-in capital 8,230,000 8,055,000 Retained
earnings 6,133,000 10,166,000
Total stockholders' equity $
14,370,000 $ 18,228,000
Total liabilities and
stockholders' equity $ 19,373,000 $ 23,784,000
STATEMENTS OF OPERATIONS (UNAUDITED)
Three-Month Period Ended August 31,
2009 2008 Revenues $ 5,498,000 $
6,044,000 Cost of Revenues 2,369,000 3,073,000
Gross Margin 3,129,000 2,971,000 Selling, General and
Administrative Expenses 1,291,000 1,019,000
Operating
Income 1,838,000 1,952,000 Interest Income, Net 1,000
11,000
Income before Income Tax Expense 1,839,000
1,963,000 Income Tax Expense 733,000 797,000
Net
Income $ 1,106,000 $ 1,166,000 Earnings per
Common Share - Basic $ 0.16 $ 0.17 Earnings per Common Share -
Diluted $ 0.16 $ 0.17 Weighted # Common Shares Outstanding:
Basic 6,840,000 6,818,000 Diluted 6,846,000 6,833,000
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