sutron10q033113.htm
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 March 31, 2013
Commission file number: 0-12227
SUTRON CORPORATION
(Name of small business issuer as specified in its charter)
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VIRGINIA
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54-1006352
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification Number)
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22400 Davis Drive, Sterling, Virginia 20164
(Address of principal executive offices)
703-406-2800
(Issuer's telephone number)
Securities registered under Section 12(g) of the Act: Common Stock, $.01 par value
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
There were 5,057,009 outstanding shares of the issuer's only class of common equity, Common Stock, $0.01 par value, on May 14, 2013.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2013
TABLE OF CONTENTS
| Part I Financial Information |
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Item 1.
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3
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3
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4
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5
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6
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Item 2.
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10
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Item 3.
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13
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Item 4.
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13
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| Part II Other Information |
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Item 1.
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14
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Item 6.
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14
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15
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
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(Unaudited)
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(Audited)
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March 31,
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December 31,
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2013
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2012
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$ |
4,293,399 |
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$ |
7,576,374 |
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Restricted cash and cash equivalents
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748,696 |
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810,396 |
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Accounts receivable, net
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7,301,877 |
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5,771,013 |
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Inventory
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4,608,824 |
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4,291,505 |
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Prepaid items and other assets
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885,577 |
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248,546 |
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Income taxes receivable
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1,230,177 |
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1,202,709 |
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Deferred income taxes
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711,000 |
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666,000 |
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Total Current Assets
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19,779,550 |
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20,566,543 |
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Property and Equipment, Net
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1,706,503 |
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1,698,218 |
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Other Assets
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Goodwill
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4,754,152 |
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3,768,435 |
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Intangbiles, net of amortization
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748,048 |
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781,633 |
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Other Assets
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93,758 |
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95,217 |
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Total Assets
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$ |
27,082,011 |
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$ |
26,910,046 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities:
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Accounts payable
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$ |
1,361,115 |
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$ |
1,300,917 |
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Accrued payroll
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245,668 |
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464,942 |
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Deferred revenue
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446,870 |
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531,397 |
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Other accrued expenses
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1,349,907 |
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1,134,279 |
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Billings in excess of costs and estimated earnings
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437,865 |
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306,148 |
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Total Current Liabilities
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3,841,425 |
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3,737,683 |
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Long-Term Liabilities
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Deferred rent
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921,443 |
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1,006,893 |
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Deferred income taxes
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98,000 |
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39,000 |
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Total Long-term Liabilities
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1,019,443 |
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1,045,893 |
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Total Liabilities
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4,860,868 |
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4,783,576 |
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Stockholders’ Equity
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Common stock, 12,000,000 shares authorized;
5,057,009 and 5,039,632 issued and outstanding
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50,469 |
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50,397 |
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Additional paid-in capital
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5,245,707 |
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5,185,325 |
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Retained earnings
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17,103,553 |
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17,073,351 |
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Accumulated other comprehensive loss
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(178,586 |
) |
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(182,603 |
) |
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Total Stockholders’ Equity
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22,221,143 |
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22,126,470 |
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Total Liabilities and Stockholders’ Equity
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$ |
27,082,011 |
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$ |
26,910,046 |
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See accompanying notes.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended March 31,
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2013
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2012
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Revenue
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$ |
6,455,110 |
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$ |
3,737,181 |
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Cost of goods sold
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3,808,969 |
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2,310,589 |
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Gross profit
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2,646,141 |
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1,426,592 |
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Operating expenses:
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Selling, general and administrative expenses
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1,634,003 |
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1,004,816 |
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Research and development expenses
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970,139 |
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553,269 |
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Total operating expenses
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2,604,142 |
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1,558,085 |
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Operating income (loss)
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41,999 |
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(131,493 |
) |
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Financing income, net
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3,203 |
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11,384 |
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Income (loss) before income taxes
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45,202 |
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(120,109 |
) |
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Income tax expense (benefit)
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15,000 |
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(44,000 |
) |
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Net income (loss)
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$ |
30,202 |
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$ |
(76,109 |
) |
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Net income (loss) per share:
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Basic income (loss) per share
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$ |
0.01 |
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$ |
(0.02 |
) |
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Diluted income (loss) per share
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$ |
0.01 |
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$ |
(0.02 |
) |
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Comprehensive income (loss):
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Net income (loss)
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30,202 |
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(76,109 |
) |
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Foreign currency translation adjustments
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4,017 |
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22,572 |
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Comprehensive income (loss)
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$ |
34,219 |
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$ |
(53,537 |
) |
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended March 31,
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2013
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2012
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Cash Flows from Operating Activities:
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Net income
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$ |
30,202 |
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$ |
(76,109 |
) |
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Noncash items included in net income:
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Depreciation and amortization
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129,925 |
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99,182 |
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Deferred income taxes
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23,000 |
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(12,000 |
) |
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Stock based compensation
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42,528 |
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24,978 |
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Tax benefit from stock options exercised
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(12,996 |
) |
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(3,093 |
) |
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Change in current assets and liabilities:
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Accounts receivable
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(1,448,011 |
) |
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2,601,836 |
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Inventory
|
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(150,221 |
) |
|
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(701,607 |
) |
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Prepaid items and other assets
|
|
|
(633,764 |
) |
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6,754 |
|
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Income taxes receivable
|
|
|
(14,472 |
) |
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(165,499 |
) |
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Accounts payable
|
|
|
60,198 |
|
|
|
105,867 |
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Accrued expenses
|
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(46,768 |
) |
|
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(146,482 |
) |
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Deferred revenues
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(84,527 |
) |
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(9,853 |
) |
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Billings in excess of costs and estimated earnings
|
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|
131,717 |
|
|
|
147,063 |
|
|
Deferred rent
|
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|
(85,450 |
) |
|
|
2,211 |
|
|
Net Cash Provided (Used) by Operating Activities
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|
(2,058,639 |
) |
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|
1,873,248 |
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| |
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|
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Cash Flows from Investing Activities:
|
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|
|
|
|
|
|
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Restricted cash and cash equivalents
|
|
|
61,700 |
|
|
|
34,274 |
|
|
Purchase of property and equipment
|
|
|
(95,108 |
) |
|
|
2,093 |
|
|
Certificate of deposit
|
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|
- |
|
|
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(966 |
) |
|
Other assets
|
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|
1,459 |
|
|
|
3,606 |
|
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Business acquisition
|
|
|
(1,214,330 |
) |
|
|
- |
|
|
Net Cash Provided (Used) by Investing Activities
|
|
|
(1,246,279 |
) |
|
|
39,007 |
|
| |
|
|
|
|
|
|
|
|
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Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Tax benefit from stock options exercised
|
|
|
12,996 |
|
|
|
3,093 |
|
|
Proceeds from stock options exercised
|
|
|
4,930 |
|
|
|
22,250 |
|
|
Net Cash Provided (Used) by Financing Activities
|
|
|
17,926 |
|
|
|
25,343 |
|
| |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
4,017 |
|
|
|
35,621 |
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(3,282,975 |
) |
|
|
1,973,219 |
|
|
Cash and Cash Equivalents, beginning of period
|
|
|
7,576,374 |
|
|
|
8,737,543 |
|
|
Cash and Cash Equivalents, end of period
|
|
$ |
4,293,399 |
|
|
$ |
10,710,762 |
|
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Basis of Presentation
Sutron Corporation (the “Company”) was incorporated on December 30, 1975, under the General Laws of the Commonwealth of Virginia. The Company operates from its headquarters located in Sterling, Virginia. The Company has several branch offices located throughout the United States, a branch office in India and a wholly owned subsidiary in India. The Company is a leading provider of real-time data collection and control products, systems software and professional services in the hydrological, meteorological, oceanic and aviation monitoring markets. The Company’s principal products include data loggers, satellite transmitters/loggers, water level and meteorological sensors, tides systems and system and application software. Customers consist of a diversified base of Federal, state, local and foreign government agencies, commercial entities, universities, engineering firms and hydropower companies.
The financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. The consolidated balance sheet as of December 31, 2012 was derived from the audited financial statements for the year then ended.
In the opinion of the Company, all adjustments necessary to present fairly the financial position of the Company and the results of its operations and its cash flows have been included in the accompanying financial statements. The results of operations for interim periods are not necessarily indicative of the expected results for the full year.
We recommend that you read the unaudited consolidated financial statements included herein in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 29, 2013.
2. Significant Accounting Policies
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions. The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission.
Recent Accounting Standards
In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities.” This ASU requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.
In July 2012, the FASB issued ASU 2012-02, "Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment," which provides entities with the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If the entity concludes that it is more likely than not that the asset is impaired, it is required to determine the fair value of the intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value in accordance with Topic 350. If the entity concludes otherwise, no further quantitative assessment is required. ASU 2012-02 is effective on January 1, 2013. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.
In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” The amendments in this ASU clarify the scope for derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either offset or subject to netting arrangements. An entity is required to apply the amendments for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.
In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The amendments in this ASU require an entity to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income. In addition, the amendments require a cross-reference to other disclosures currently required for other reclassification items to be reclassified directly to net income in their entirety in the same reporting period. Companies should apply these amendments for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.
3. Stock-Based Compensation
The Company’s Amended and Restated 1996, 1997 and 2002 Stock Option Plans (the “Stock Option Plans”) provide for the issuance of non-qualified stock options to employees, officers and directors. The Company’s 2010 Equity Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, unrestricted stock, dividend equivalent rights and cash awards. All plans are administered by the compensation committee of the Board of Directors who select persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the award.
The Company has granted stock options under the Stock Option Plans to key employees and directors for valuable services provided to the Company. Under the 1996 Plan, the Company authorized 260,000 shares, 259,000 of which have been granted. The Company authorized 60,000 shares under the 1997 Plan, all of which have been granted. Under the 2002 Stock Option Plan, the Company authorized 650,000 shares, 597,059 of which have been granted. The 1996, 1997 and 2002 Plans remain in effect until such time as no shares of Stock remain available for issuance under the Plans and the Company and the person awarded options have no further rights or obligations under the Plans. Under the 2010 Equity Incentive Plan, the Company authorized 500,000 shares, 79,500 of which have been granted as restricted stock units. The ability to make awards under the 2010 Plan will terminate in May 2020. Stock options under all of the plans may be granted at not less than 100 percent of the fair market value at the grant date. All outstanding options have a ten-year term from the date of grant. Cancelled or expired options can be reissued.
The Company measures and recognizes compensation expense for all stock-based payments at fair value. The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option or restricted stock unit (RSU) vesting term. There were no stock options or RSU’s granted during the three months ended March 31, 2013. Stock based compensation expense relating to stock option awards and RSU’s for the three months ended March 31, 2013 and 2012 was $42,528 and $24,978, respectively. These expenses were included in the cost of sales and selling, general and administrative lines of the Consolidated Statements of Operations. Unamortized stock compensation expense as of March 31, 2013 relating to stock options totaled approximately $26,667 and these costs will be expensed over a weighted average period of 2.4 years. Unamortized stock compensation expense as of March 31, 2013 relating to RSU’s totaled approximately $153,076 and these costs will be expensed over a weighted average period of 2.7 years.
The following table summarizes stock option activity under the Stock Option Plans for the three months ended March 31, 2013:
| |
|
Number of Shares
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
|
Aggregate Intrinsic Value
|
|
|
Outstanding at beginning of period
|
|
|
155,978 |
|
|
$ |
6.45 |
|
|
|
5.55 |
|
|
$ |
33,991 |
|
|
Granted
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercised
|
|
|
7,252 |
|
|
|
.68 |
|
|
|
- |
|
|
|
32,489 |
|
|
Forfeited or expired
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Outstanding at end of period
|
|
|
148,726 |
|
|
$ |
6.73 |
|
|
|
4.82 |
|
|
$ |
7,300 |
|
|
Exercisable at end of period
|
|
|
127,726 |
|
|
$ |
6.77 |
|
|
|
4.57 |
|
|
$ |
7,300 |
|
|
Nonvested at end of period
|
|
|
21,000 |
|
|
$ |
6.47 |
|
|
|
6.38 |
|
|
$ |
- |
|
The following table summarizes RSU activity under the 2010 Equity Incentive Plan for the three months ended March 31, 2013:
| |
|
Number of Shares
|
|
|
Weighted Average Grant Date Fair Value
|
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
|
Aggregate Intrinsic Value
|
|
|
Outstanding restricted stock units at January 1, 2013
|
|
|
69,375 |
|
|
$ |
4.21 |
|
|
|
2.56 |
|
|
$ |
350,344 |
|
|
Granted
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Forfeited
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Vested
|
|
|
10,125 |
|
|
|
- |
|
|
|
- |
|
|
|
51,131 |
|
|
Outstanding restricted stock units at March 31, 2013
|
|
|
59,250 |
|
|
$ |
4.21 |
|
|
|
2.66 |
|
|
$ |
299,213 |
|
|
Restricted stock units expected to vest
|
|
|
45,656 |
|
|
$ |
4.21 |
|
|
|
2.66 |
|
|
$ |
230,564 |
|
4. Earnings Per Share
The following table shows the weighted average number of shares used in computing earnings (loss) per share and the effect on weighted average number of shares of potential dilutive common stock.
| |
|
Three Months Ended March 31,
|
|
| |
|
2013
|
|
|
2012
|
|
| |
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
30,202 |
|
|
$ |
(76,109 |
) |
|
Shares used in calculation of income per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
5,056,767 |
|
|
|
4,705,127 |
|
|
Effect of dilutive options
|
|
|
60,565 |
|
|
|
292,328 |
|
|
Diluted
|
|
|
5,117,332 |
|
|
|
4,997,455 |
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.01 |
|
|
$ |
(0.02 |
) |
|
Diluted
|
|
$ |
0.01 |
|
|
$ |
(0.02 |
) |
5. Completed Acquisition
On March 6, 2013 the Company completed its acquisition of substantially all of the commercial and operating assets of Sabio Instruments (“Sabio”) for the cash amount of $1,214,330. Sabio provides air quality monitoring products including ambient air instrumentation and continuous emission monitoring systems. The acquisition of Sabio was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration paid were recorded at their estimated fair values as of the acquisition date.
The purchase consideration was allocated to the tangible assets acquired and liabilities assumed on the basis of their respective fair values on the acquisition date. The Company’s allocation of the total purchase price is as follows:
| |
|
Value
|
|
|
Accounts Receivable
|
|
$ |
82,853 |
|
|
Inventory
|
|
|
167,099 |
|
|
Prepaid items and other assets
|
|
|
3,267 |
|
|
Property and equipment
|
|
|
9,516 |
|
|
Deferred tax asset
|
|
|
9,000 |
|
|
Accrued expenses
|
|
|
(43,122 |
) |
|
Goodwill
|
|
|
985,717 |
|
|
Totals
|
|
$ |
1,214,330 |
|
Goodwill
The goodwill amount of $985,717 represents the excess of the purchase price over the fair value of the identified net tangible assets. The goodwill recognized in this acquisition was derived from expected benefits from future technology, sales synergies and a knowledgeable and experienced workforce who joined the Company. Goodwill will not be amortized, but will be tested instead for impairment annually in the fourth quarter of each fiscal year or more frequently if certain indicators of impairment are present. Goodwill is expected to be tax deductible for income tax purposes. There is no impairment of goodwill as of March 31, 2013.
Intangible Assets
Intangible assets will be reviewed and may be established. Any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition including valuation of any intangible assets that have not yet been reviewed.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Statements made in this Quarterly Report on Form 10-Q, including without limitation this Management's Discussion and Analysis of Financial Condition and Operations, other than statements of historical information, are 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, as amended. These forward-looking statements may sometimes be identified by such words as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue" or similar words. We believe that it is important to communicate our future expectations to investors. However, these forward-looking statements involve many risks and uncertainties including those identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Our actual results could differ materially from those indicated in such forward-looking statements as a result of certain factors. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results.
Overview
Our primary focus is to provide real-time systems solutions, including equipment and software, and services to our customers in the areas of hydrological, meteorological and oceanic monitoring. We design, manufacture, market and sell these products and services to a diversified customer base consisting of federal, state, local and foreign governments, engineering firms, universities, hydropower companies and aviation firms. Our products, systems, software and services enable these entities to monitor and collect hydrological, meteorological and oceanic data for the management of critical water resources, for early warning of potentially disastrous floods, storms or tsunamis, for the optimization of hydropower plants and for the supply of critical aviation information.
Our key products are the SatLink2 Transmitter/Logger, the Xpert/XLite dataloggers, the Accububble Self-Contained Bubbler, the Accubar Pressure Sensor, and Tempest, XConnect and LEADS systems software. These are the essential components of most systems and are provided to customers as off-the-shelf equipment or as part of a custom system. The SatLink2 is a key product because it functions both as a transmitter and logger. The Xpert and XLite are more powerful dataloggers that have significant more logging capability and communications options than the SatLink2. Our Tempest, XConnect and LEADS systems software allow us to provide turn-key systems solutions to our customers.
We began fiscal year 2013 with a backlog of approximately $13,354,000 as compared to beginning fiscal year 2012 with a backlog of approximately $9,599,000. As of March 31, 2013, our backlog totaled approximately $13,161,000. We have historically experienced significant fluctuations in our quarterly sales and revenues and anticipate that we will continue to experience significant quarterly fluctuations in our sales and revenues in 2013. Operating results will depend upon the product mix and upon the timing and execution of project awards.
International sales, which totaled 57% of revenues for 2012, are a significant portion of our revenues. We believe that international revenues will grow as a percentage of our total business as we plan to develop stronger international partnerships and expand our international sales opportunities. International sales are however difficult to forecast because they are frequently delayed due to the different governmental procurement and approval processes. Our domestic business is highly dependent upon government business. Contracts and purchase orders with Federal, state and local government agencies represented approximately 28% of our 2012 revenues.
We are committed in our ongoing sales, marketing and research and development activities to sustain and grow our sales and revenues from our products and services. We expect our sales and marketing, research and development and general and administrative expenses to increase in 2013 as compared to 2012 due to planned spending on sales and marketing activities and on the development of new products and applications.
On March 6, 2013, we completed the acquisition of substantially all of the commercial and operating assets of Sabio Instruments (“Sabio”). With this acquisition, we expanded our line of environmental monitoring instrumentation into the expected growth market of air quality monitoring and we are positioned to provide a comprehensive set of monitoring and warning solutions. We will continue to seek other acquisitions that are compatible with our strategic focus.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with generally accepted accounting principles as recognized in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, the valuation of inventory, and valuation of deferred tax assets and liabilities, warranty obligations and accruals. We base our estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For a complete description of accounting policies, see Note 2 to our financial statements included in the Company's Form 10-K for the year ended December 31, 2012. There were no significant changes in critical accounting estimates in the first quarter of 2013.
Results of Operations
The following table sets forth for the periods indicated the percentage of total revenues represented by certain items reflected in our statements of operations:
| |
|
Three Months Ended March 31,
|
|
| |
|
2013
|
|
|
2012
|
|
| |
|
|
|
|
|
|
|
Revenue
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
Cost of goods sold
|
|
|
59.0 |
|
|
|
61.8 |
|
|
Gross profit
|
|
|
41.0 |
|
|
|
38.2 |
|
| |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
25.3 |
|
|
|
26.9 |
|
|
Research and Development expenses
|
|
|
15.0 |
|
|
|
14.8 |
|
|
Operating income
|
|
|
0.7 |
|
|
|
(3.5 |
) |
|
Interest and other income
|
|
|
0.0 |
|
|
|
0.3 |
|
|
Income before income taxes
|
|
|
0.7 |
|
|
|
(3.2 |
) |
Income tax expense (benefit)
|
|
|
0.2 |
|
|
|
(1.2 |
) |
|
Net income (loss)
|
|
|
0.5 |
% |
|
|
(2.0 |
) % |
Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012
Revenue
Revenue for the first quarter ended March 31, 2013 was $6,455,110 as compared to revenue of $3,737,181 in the first quarter of 2012. Revenue is broken down between standard products and systems, software and services. Standard products had a revenue increase of 16% to $2,841,190 from $2,416,975 in 2012. Revenue for systems, software and services increased 174% to $3,613,920 from $1,320,206 in 2012. The increase is attributed to an increased project backlog and activity in 2013 as compared to 2012 and to approximately $1,727,000 of revenue relating to the MeteoStar Division.
Overall domestic revenue increased 75% to $3,348,827 in the first quarter of 2013 versus $1,908,782 in 2012 while international revenues increased 70% to $3,106,283 in the first quarter of 2013 versus $1,828,399 in the same period in 2012. The increase in domestic revenue is due to increased revenue of approximately $1,279,000 relating to the MeteoStar Division which constituted $0 in domestic revenue in the first quarter of 2012. The increase in international revenue is due to increased project activity and to revenue of approximately $448,000 relating to the MeteoStar division which constituted $0 in international revenue in the first quarter of 2012.
Customer orders or bookings in the first quarter of 2013 decreased 4% to $6,262,217 as compared to $6,535,036 in the first quarter of 2012.
Cost of Goods Sold
Cost of goods sold as a percentage of revenue was 59% for the first quarter of 2013 as compared to 62% for the first quarter of 2012. Standard product cost of goods sold was approximately 57% in the first quarter of 2013 as compared to 51% in 2012. The increase was due to a change in the mix of products sold. Cost of goods sold for systems, software and services was 61% in the first quarter of 2013 as compared to 81% in the first quarter of 2012. The decrease was due to improved project activity which resulted in higher absorption of fixed costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $1,634,003 for the first quarter of 2013 from $1,004,816 for the same period in 2012. Selling, general and administrative expenses as a percentage of revenues decreased to 25% for the first quarter of 2013 from 27% for the same period in 2012. The increase in SG&A expenses for the quarter was due to increased expenses of approximately $376,000 relating to MeteoStar operations, increased legal expenses of approximately $98,000 relating to the Sabio acquisition, increased personnel costs of approximately $50,000 and increased amortization expenses of approximately $33,000 relating to Meteostar intangible assets.
Research and Development Expenses
Research and development expenses increased to $970,139 for the first quarter of 2013 from $553,269 for the same period in 2012. The MeteoStar Division research and development activities accounted for approximately $441,000 of the increase. MeteoStar development efforts were focused on LEADS6 software development.
Interest and Other Income, Net
Due to our cash position, we did not use our line of credit during the first quarter of 2013. We had interest income for the quarter ended March 31, 2013 of $3,203 as compared to interest income of $11,384 for the quarter ended March 31, 2012.
Income Taxes
Income tax expense was $15,000 for the quarter ended March 31, 2013 as compared to an income tax benefit of $44,000 for the quarter ended March 31, 2012.
Liquidity and Capital Resources
Cash and cash equivalents were $4,293,399 at March 31, 2013 compared to $7,576,374 at December 31, 2012. Working capital decreased to approximately $16 million at March 31, 2013 compared with approximately $17 million at December 31, 2012.
Net cash used by operating activities was $2,058,639 for the first quarter ended March 31, 2013 as compared to net cash provided by operating activities of $1,873,248 for the quarter ended March 31, 2012. Net cash used by operating activities in the first quarter of 2013 was primarily due to a significant increase in accounts receivable and in prepaid expenses.
Net cash used by investing activities was $1,246,279 for the quarter ended March 31, 2013 as compared to net cash provided by investing activities was $39,007 for the quarter ended March 31, 2012. Net cash used by investing activities in the first quarter of 2013 was primarily for the acquisition of Sabio.
Net cash provided by financing activities was $17,926 for the quarter ended March 31, 2013 as compared to net cash provided by financing activities of $25,343 for the quarter ended March 31, 2012. Net cash provided in 2013 was primarily due to proceeds from the exercise of employee stock options and the tax benefits related to the exercise.
We have a revolving credit facility of $3,000,000 with Branch Banking and Trust (BB&T). We are permitted to borrow based on accounts receivable and inventory according to pre-established criteria. The credit facility expires on September 5, 2013 and is secured by substantially all assets of the Company. Borrowings bear interest at the bank’s prime rate. During the first quarter of 2013, there was no borrowing on the line of credit. We frequently bid on and enter into contracts that require bid and performance bonds. At March 31, 2013 and December 31, 2012, BB&T had issued standby letters of credit in the amount of $1,424,803 and $1,094,162 that served as either bid or performance bonds. The amount available to borrow under the line of credit was reduced by these amounts.
Management believes that its existing cash resources, cash flow from operations and short-term borrowings on the existing credit line will provide adequate resources for supporting operations during fiscal 2013.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The Company’s exposure to market risk has not changed materially since December 31, 2012.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2012, the end of the fiscal period covered by this report on Form 10-Q. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
(b) Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no outstanding legal claims involving the business that, in the opinion of management, will have a material effect on our financial statements.
|
31.1
|
|
| |
|
|
31.2
|
|
| |
|
|
32
|
|
| |
|
|
101.INS
|
XBRL Instance Document
|
| |
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
| |
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
| |
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
| |
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
| |
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
Pursuant to the requirements of Section 13 or 15(d) 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.
| |
Sutron Corporation
(Registrant)
|
|
| |
|
|
|
|
May 14, 2013
|
By:
|
/s/ Raul S. McQuivey |
|
| Date |
|
Raul S. McQuivey |
|
| |
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
| |
|
|
|
| May 14, 2013 |
By:
|
/s/ Sidney C. Hooper |
|
| Date |
|
Sidney C. Hooper |
|
| |
|
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
|
|
| |
|
|
|