-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QudSE4dl2oZXYPpqnKYihrsSQg1QDBbaL5URhWHBgt+r7PbR1BLS67bgcXQFT5Pe L9jpP4H/tpU2ei39g8wIZA== 0000893220-08-001190.txt : 20080424 0000893220-08-001190.hdr.sgml : 20080424 20080424164643 ACCESSION NUMBER: 0000893220-08-001190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080424 DATE AS OF CHANGE: 20080424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TECTONICS CORP CENTRAL INDEX KEY: 0000033113 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 231714256 STATE OF INCORPORATION: PA FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10655 FILM NUMBER: 08774922 BUSINESS ADDRESS: STREET 1: COUNTY LINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 BUSINESS PHONE: 2153559100 MAIL ADDRESS: STREET 1: COUNTYLINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19730208 8-K 1 w55503e8vk.htm ENVIRONMENTAL TECTONICS CORPORATION 8-K e8vk
 

 
 
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
Date of Earliest Event Reported
April 24, 2008
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
     
1-10655
(Commission File Number)
  23-1714256
(IRS Employer Identification Number)
     
County Line Industrial Park    
Southampton, Pennsylvania
(Address of principal executive offices)
  18966
(Zip Code)
Registrant’s telephone number, including area code (215) 355-9100
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02. Results of Operations and Financial Condition.
     On April 24, 2008, Environmental Tectonics Corporation (the “Company”) issued a press release announcing its restated financial results for the third quarter and year-to-date of fiscal 2007 and for the full 2007 fiscal year, which ended February 23, 2007.
     The operating results reflect the formal investigation conducted by the Company’s Audit Committee, in conjunction with management, of the impact of the previously announced claim settlement with the U.S. Navy (the “Navy”) in June 2007. After investigation, it was determined that the carrying value of the claim receivable associated with the U. S. Navy dispute had been impaired during the third quarter of fiscal 2007. The impairment resulted from certain allegations made by the Navy, which subsequently resulted in a counterclaim being filed by the Navy against the Company. The Navy claim issue has now been fully resolved as described below.
     The restatement in the third quarter, third quarter year-to-date and full year results of fiscal 2007 involves one change, namely the recording of a reserve against a claim receivable for the full amount of the carrying value of $3,004,000 of the previously recorded claim receivable related to the Navy submarine decompression rescue chamber project. The effect of this adjustment results in a corresponding reduction in accounts receivable, an increase in net loss and a reduction in stockholder’s equity. As previously reported on a Form 8-K filed July 16, 2007, the Company had expensed the claim receivable during the first quarter of fiscal 2008, reflecting the aforementioned settlement with the Navy. Therefore, the first quarter operating results will be adjusted to reflect a reversal of the charge for the receivable, resulting in a $3,004,000 increase in net income. No other changes to the previously reported financial results were determined to be required.
     The Company’s independent registered public accounting firm is currently auditing financial statements for fiscal years 2007 and 2008. The Company expects to file Quarterly Reports on Form 10-Q for the periods ended May 25, 2007, August 24, 2007 and November 23, 2007 and its Annual Report on Form 10-K for the year ended February 29, 2008 on or before May 29, 2008.
     A copy of the press release issued by the Company on April 24, 2008 disclosing the Company’s restated financial results is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
          The following exhibits are furnished or filed in accordance with Item 601 of Regulation S-K:
  99.1   Press Release dated April 24, 2008.

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          In accordance with General Instruction B.2 of Form 8-K, the information set forth under Item 2.02 in this Form 8-K is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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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 thereunto duly authorized.
         
  ENVIRONMENTAL TECTONICS CORPORATION
Registrant
 
 
Date: April 24, 2008  By /s/ Duane D. Deaner    
      Duane D. Deaner   
      Chief Financial Officer   
 

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EXHIBIT INDEX
  99.1   Press Release dated April 24, 2008.

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EX-99.1 2 w55503exv99w1.htm PRESS RELEASE DATED APRIL 24, 2008 exv99w1
 

Exhibit 99.1
ENVIRONMENTAL TECTONICS CORPORATION
ANNOUNCES RESTATED PRIOR PERIOD FINANCIAL RESULTS
          Southampton, PA, April 24, 2008 – Environmental Tectonics Corporation (AMEX: ETC) (“ETC” or the “Company”) today announced restated financial results for the third quarter and year-to-date of fiscal 2007 and full year fiscal 2007, which ended February 23, 2007. The operating results published below reflect the formal investigation conducted by the Company’s Audit Committee, in conjunction with management, of the impact of the previously announced claim settlement with the U.S. Navy (the “Navy”) in June 2007. After investigation, it was determined that the carrying value of the claim receivable associated with the U. S. Navy dispute had been impaired during the third quarter of fiscal 2007. The impairment resulted from certain allegations made by the Navy, which subsequently resulted in a counterclaim being filed by the Navy against the Company. The Navy claim issue has now been fully resolved as described below.
          The restatement in the third quarter, third quarter year-to-date and full year results of fiscal 2007 involves one change, namely the recording of a reserve against a claim receivable for the full amount of the carrying value of $3,004,000 of the previously recorded claim receivable related to the Navy submarine decompression rescue chamber project. The effect of this adjustment results in a corresponding reduction in accounts receivable, an increase in net loss and a reduction in stockholder’s equity. As previously reported on a Form 8-K filed July 16, 2007, the Company had expensed the claim receivable during the first quarter of fiscal 2008, reflecting the aforementioned settlement with the Navy. Therefore, the first quarter operating results will be adjusted to reflect a reversal of the charge for the receivable, resulting in a $3,004,000 increase in net income. No other changes to the previously reported financial results were determined to be required.
     The restated consolidated financial statements of operations by period, with comparisons to previously stated financial results, follow:
                                 
    Fiscal 2007  
    UNAUDITED  
    (dollars in thousands, except share and per share information)  
    13 weeks ended     13 weeks ended     39 weeks ended     39 weeks ended  
    Nov. 24, 2006     Nov. 24, 2006     Nov. 24, 2006     Nov. 24, 2006  
    restated     as reported     restated     as reported  
Net sales
  $ 4,718     $ 4,718     $ 13,622     $ 13,622  
Cost of goods sold
    3,688       3,688       11,084       11,084  
 
                       
Gross profit
    1,030       1,030       2,538       2,538  

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    Fiscal 2007  
    UNAUDITED  
    (dollars in thousands, except share and per share information)  
    13 weeks ended     13 weeks ended     39 weeks ended     39 weeks ended  
    Nov. 24, 2006     Nov. 24, 2006     Nov. 24, 2006     Nov. 24, 2006  
    restated     as reported     restated     as reported  
Selling and administrative
    2,568       2,568       7,204       7,204  
Claim settlement costs
    3,004       0       3,004       0  
Research and development
    43       43       529       529  
 
                       
 
    5,615       2,611       10,737       7,733  
Operating loss
    (4,585 )     (1,581 )     (8,199 )     (5,195 )
 
                               
Other expenses
                               
Interest
    291       291       857       857  
Other, net
    (43 )     (43 )     (36 )     (36 )
 
                       
 
    248       248       821       821  
 
                               
Loss before taxes and minority interest
    (4,833 )     (1,829 )     (9,020 )     (6,016 )
Provision for income taxes
    4       4       13       13  
 
                       
Loss before minority interest
    (4,837 )     (1,833 )     (9,033 )     (6,029 )
Income attributable to minority interest
    33       33       16       16  
 
                       
Net loss
  $ (4,870 )   $ (1,866 )   $ (9,049 )   $ (6,045 )
Per share information
                               
Loss per common share
  $ (4,960 )   $ (1,956 )   $ (9,218 )   $ (6,214 )
Basic
    ($0.55 )     ($0.22 )     ($1.02 )     ($0.69 )
Diluted
    ($0.55 )     ($0.22 )     ($1.02 )     ($0.69 )
 
                               
Weighted average shares
                               
Basic
    9,027,000       9,027,000       9,031,000       9,031,000  
Diluted
    9,027,000       9,027,000       9,031,000       9,031,000  

7


 

                 
    Fiscal 2007  
    UNAUDITED  
    (dollars in thousands, except share and per share information)  
    52 weeks ended     52 weeks ended  
    Feb. 23, 2007     Feb. 23, 2007  
    restated     as reported  
Net sales
  $ 17,419     $ 17,419  
Cost of goods sold
    15,348       15,348  
 
           
Gross profit
    2,071       2,071  
 
               
Selling and administrative
    9,434       9,434  
Claim settlement costs
    3,004       0  
Research and development
    569       569  
 
           
 
    13,007       10,003  
Operating loss
    (10,936 )     (7,932 )
 
               
Other expenses
               
Interest
    1,151       1,151  
Other, net
    (58 )     (58 )
 
           
 
    1,093       1,093  
Loss before taxes and minority interest
    (12,029 )     (9,025 )
Benefit from income taxes
    (77 )     (77 )
 
           
Loss before minority interest
    (11,952 )     (8,948 )
Loss attributable to minority interest
    (8 )     (8 )
 
           
Net loss
  $ (11,944 )   $ (8,940 )
Per share information
               
Loss per common share
  $ (12,203 )   $ (9,199 )
Basic
    ($1.35 )     ($1.02 )
Diluted
    ($1.35 )     ($1.02 )
 
               
Weighted average shares
               
Basic
    9,030,000       9,030,000  
Diluted
    9,030,000       9,030,000  
     ETC designs, develops, installs and maintains aircrew training systems (aeromedical, tactical combat and general), disaster management training systems and services, entertainment products, sterilizers (steam and gas), environmental testing products, hyperbaric chambers and related products for domestic and international customers.

8


 

     This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause our actual results, levels of activity, performance or achievements to be materially different from any other future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to ETC’s vision, mission, strategies, goals, beliefs, plans, objectives, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business of ETC, including but not limited to, (i) the proposed acquisition by H. F. Lenfest, a member of ETC’s Board of Directors and a significant shareholder of ETC, (ii) projections of revenue, costs of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, capital structure, other financial items and the effects of currency fluctuations, (iii) statements of plans and objectives of ETC or its management or Board of Directors, including the introduction of new products, or estimates or predictions of actions of customers, suppliers, competitors or regulatory authorities, (iv) statements of future economic performance, (v) statements of assumptions and other statements about ETC or its business, (vi) statements made about the possible outcomes of litigation involving ETC, and (vii) statements preceded by, followed by or that include the words “may”, “could”, “should”, “looking forward”, “would”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, or the negative of such terms or similar expressions. These forward-looking statements involve risks and uncertainties which are subject to change based on various important factors. Some of these risks and uncertainties, in whole or in part, are beyond ETC’s control. Factors that might cause or contribute to such a material difference include, but are not limited to, those discussed in our Securities and Exchange Commission filings and other public documents, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended February 23, 2007. Shareholders are urged to review these risks carefully prior to making an investment in the ETC’s common stock. The Company cautions that the foregoing list of important factors is not exclusive.
         
Contact: Duane D. Deaner, CFO
  Tel: 215-355-9100 (ext. 1203)   Fax: 215-357-4000
 
  ETC – Internet Home Page:         http://www.etcusa.com

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