UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
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þ
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2007
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o
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Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
to
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Commission File Number 0-15318
BALLISTIC RECOVERY SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
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Minnesota
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41-1372079
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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300 Airport Road, South St. Paul, Minnesota
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55075-3541
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(Address of Principal Executive Offices)
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(Zip Code)
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(651) 457-7491
(Issuers telephone number)
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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
As of
February 29, 2008, there were 11,304,767 outstanding shares of common stock, par value $0.01 per
share.
Transitional Small Business Disclosure Format (check one) Yes
o
No
þ
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-QSB for the three months ended March 31, 2007 of Ballistic Recovery
Systems, Inc. (the Company) is being filed solely to restate the consolidated financial
statements for the affected period to correct errors in the valuation of inventories and allocation
of production overhead (these restatements are referred to herein as the Restatements). The
Restatements amend the Form 10-QSB for the related period originally filed by the Company with the
Securities and Exchange Commission on May 14, 2007. These Restatements had a negative impact on
our financial position, financial results, and operations.
With the Restatement, inventory decreased by $416,408, which in turn decreased total current assets
and total assets and increased the loss from operations, loss before income taxes and net loss.
The decrease in inventory also increased the accumulated deficit by the same amount.
Further, with the Restatement to decrease inventory, the deferred tax benefit increased by $47,845.
The total other assets and total assets were also increased by that same amount. As a result, the
accumulated deficit decreased and net shareholder equity increased on
the balance sheet. On the income statement, the increase in deferred tax benefit decreased the net
operating loss by $47,845.
The reader should note that this Amendment No. 1 includes all of the information contained in the
Companys original report on Form 10-QSB filed on May 14, 2007, and no attempt has been made in
this Amendment No. 1 to modify or update the disclosures presented in this original report on Form
10-QSB, except as required to reflect the amendments reflected above
in Items 1 and 2 as
applicable, of the report. As such, the information contained in the original 10-QSB, except as
amended in this Amendment No. 1, remain unchanged and reflect the disclosures made as of the
original filing. Accordingly, this Amendment No. 1 should be read in conjunction with the
Companys filings made with the SEC subsequent to the filing of the original 10-QSB, and this
Amendment No. 1 shall not be deemed an admission that the original filing, when made, included any
untrue statement of material fact or omitted to state a material fact necessary to make a statement
not misleading.
Part I Financial Information Item 1. Consolidated Financial Statements
BALLISTIC RECOVERY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
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March 31, 2007
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September 30,
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(Unaudited)
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2006
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Restated
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(Audited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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667,444
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$
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53,722
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Accounts receivable net of allowance for doubtful
accounts of $22,924 and $22,924, respectively
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780,146
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541,642
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Inventories
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2,446,939
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2,458,003
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Deferred tax asset current portion
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160,700
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160,700
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Prepaid expenses
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280,589
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144,509
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Total current assets
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4,335,818
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3,358,576
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Furniture, fixtures and leasehold improvements
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1,172,479
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1,092,085
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Less: accumulated depreciation and amortization
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(580,540
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)
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(506,831
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)
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Furniture, fixtures and leasehold improvements net
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591,939
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585,254
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Other assets:
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Patents, net of accumulated amortization of $11,620
and $11,425, respectively
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794
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989
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Goodwill
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103,774
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103,774
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Deferred tax asset net of current portion
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1,253,561
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1,221,516
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Long-term prepaid expenses
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33,842
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109,925
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Covenant not to compete, net of accumulated
amortization of $583,615 and $569,789, respectively
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21,396
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35,222
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Total other assets
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1,413,367
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1,471,426
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Total assets
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$
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6,341,124
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$
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5,415,256
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See notes to consolidated financial statements.
F-1
BALLISTIC RECOVERY SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
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March 31, 2007
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September 30,
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(Unaudited)
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2006
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Restated
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(Audited)
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Liabilities And Shareholders Equity
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Current liabilities:
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Line of credit bank
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$
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$
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302,265
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Current portion of covenant not to compete, shareholders
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7,069
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Accounts payable
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559,060
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692,550
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Customer deposits
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146,205
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42,916
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Accrued payroll
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74,044
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73,613
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Other accrued liabilities
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98,842
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244,930
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Total current liabilities
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878,151
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1,363,343
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Long-term debt, less current portion
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315,000
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320,000
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Long-term debt refinanced through equity offering in
October
and November 2006
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729,091
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Total Liabilities
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1,193,151
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2,412,434
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Shareholders equity:
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Common stock ($.01 par value; 15,000,000 shares
authorized; 10,171,826 and 8,089,619 shares,
respectively, issued and outstanding)
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101,718
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80,896
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Additional paid-in capital
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8,771,348
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6,306,007
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Accumulated deficit
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(3,725,093
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)
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(3,384,081
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)
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Total shareholders equity
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5,147,973
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3,002,822
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Total liabilities and shareholders equity
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$
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6,341,124
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$
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5,415,256
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See notes to consolidated financial statements.
F-2
BALLISTIC RECOVERY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Six Months ended March 31, 2007 and 2006
(UNAUDITED)
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(Restated)
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(Restated)
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Three Months Ended
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Six Months Ended
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March 31,
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March 31,
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2007
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2006
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2007
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2006
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Sales
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$
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2,182,872
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$
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2,316,634
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$
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4,294,135
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$
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4,223,508
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Cost of sales
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1,772,726
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1,458,822
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3,161,987
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2,610,503
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Gross profit
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410,146
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857,812
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1,132,148
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1,613,005
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Selling, general and administrative
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617,921
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692,820
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1,236,141
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1,333,472
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Research and development
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190,452
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139,530
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232,016
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247,644
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Intangible amortization
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2,213
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30,410
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13,826
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60,820
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Income (loss) from operations
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(400,440
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)
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(4,948
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)
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(349,835
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)
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(28,931
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Other income (expense):
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Interest expense
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(6,497
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)
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(40,589
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)
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(29,593
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)
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(68,000
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)
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Other income
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4,588
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43
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6,371
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102
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Income (loss) before income taxes
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(402,349
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)
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(45,494
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)
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(373,,057
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)
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(96,829
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)
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Income tax expense (benefit)
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(42,745
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)
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(17,882
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)
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(32,045
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)
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(35,482
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)
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Net income (loss)
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$
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(359,604
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)
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$
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(27,612
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)
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$
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(341,012
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)
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$
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(61,347
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)
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Basic earnings (loss) per share
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$
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(0.04
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)
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$
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(0.00
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)
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$
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(0.04
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)
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$
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(0.01
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)
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Weighted average number of shares outstanding basic
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10,141,476
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7,698,695
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9,649,172
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7,691,992
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Diluted earnings (loss) per share
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$
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(0.04
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)
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$
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(0.00
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)
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$
|
0.00
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|
$
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(0.01
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)
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|
|
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Weighted average number of shares
outstanding diluted
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10,161,540
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7,698,695
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9,664,390
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|
7,691,992
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Dividends per share
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$
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0.00
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|
$
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0.00
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$
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0.00
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|
$
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0.00
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|
|
|
|
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|
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|
See notes to consolidated financial statements.
F-3
BALLISTIC RECOVERY SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
For the Six Months Ended March 31, 2007 and 2006
(UNAUDITED)
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2007
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2006
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|
Cash flows from operating activity:
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(Restated)
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|
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Net income (loss)
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$
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(341,012
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)
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$
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(61,347
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)
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Adjustments to reconcile net income (loss) to net cash from operating activity:
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Deferred income tax
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(32,045
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)
|
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|
(35,482
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)
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Depreciation and amortization
|
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|
73,904
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|
|
|
73,173
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|
Amortization of covenant not to compete
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|
13,826
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|
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|
60,820
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|
(Increase) decrease in:
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|
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Accounts receivable
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|
|
(238,504
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)
|
|
|
20,817
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|
Inventories
|
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|
11,064
|
|
|
|
(584,871
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)
|
Prepaid income taxes
|
|
|
|
|
|
|
86,100
|
|
Prepaid expenses
|
|
|
(136,080
|
)
|
|
|
(64,224
|
)
|
Long-term prepaid expenses
|
|
|
76,083
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|
|
|
12,425
|
|
Increase (decrease) in:
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|
|
|
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Accounts payable
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|
(133,490
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)
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|
|
434,774
|
|
Customer deposits
|
|
|
103,289
|
|
|
|
3,823
|
|
Accrued expenses
|
|
|
(90,357
|
)
|
|
|
(75,672
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
(693,322
|
)
|
|
|
(129,664
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)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
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|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(80,394
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)
|
|
|
(94,578
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
(80,394
|
)
|
|
|
(94,578
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Cash flows from financing activities:
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|
|
|
|
|
|
|
|
Net proceeds from issuance of common stock and common stock warrants
|
|
|
2,416,373
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|
|
|
|
|
Net proceeds from borrowings under line of credit bank
|
|
|
(302,265
|
)
|
|
|
301,245
|
|
Principal payments on long-term debt
|
|
|
(734,091
|
)
|
|
|
(75,057
|
)
|
Proceeds from exercise of common stock options
|
|
|
14,490
|
|
|
|
27,189
|
|
Principal payments on covenant not to compete
|
|
|
(7,069
|
)
|
|
|
(41,534
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
1,387,438
|
|
|
|
211,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
613,722
|
|
|
|
(12,399
|
)
|
Cash and cash equivalents beginning of period
|
|
|
53,722
|
|
|
|
103,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$
|
677,444
|
|
|
$
|
90,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for (received from) taxes
|
|
$
|
|
|
|
$
|
(86,100
|
)
|
Cash paid for interest
|
|
$
|
34,225
|
|
|
$
|
61,090
|
|
Summary of non-cash activity:
|
|
|
|
|
|
|
|
|
Conversion of bonus accrual into common stock
|
|
$
|
55,300
|
|
|
$
|
|
|
See notes to consolidated financial statements.
F-4
BALLISTIC RECOVERY SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
(UNAUDITED)
A.
|
|
Summary of Significant Accounting Policies
|
Principles of Consolidation
In September 2005, the Company formed its wholly-owned subsidiary, BRS de Mexico S.A. de
C.V. The consolidated financial statements include the wholly-owned subsidiary. All
significant intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States for interim
financial statements and the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
They do not include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
Operating results for the three and six months ended March 31, 2007 are not necessarily
indicative of the results that may be expected for the fiscal year ending September 30,
2007. These consolidated financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included in the Companys Annual
Report on Form 10-KSB for the year ended September 30, 2006, previously filed with the
Securities and Exchange Commission.
In the opinion of management, such statements reflect all adjustments (which include only
normal recurring adjustments) necessary for a fair presentation of the financial position,
results of operations, and cash flows for the periods presented.
Foreign Currency Translations and Transactions
The Company accounts for its foreign asset and liability transactions in U.S. dollars.
Therefore, there is not any material accumulated other comprehensive income or loss.
Results of operations are translated using the average exchange rates throughout the year.
Transaction gains or losses are recorded as incurred.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period. Actual results could differ
from those estimates.
Cash Concentrations
Bank balances exceeded federally insured levels during the second quarter of fiscal year
2007 and 2006. Generally, these balances may be redeemed upon demand and therefore bear
minimal risk.
F-5
Cash and Cash Equivalents
Short-term investments with an original maturity of three months or less are considered to
be cash equivalents and are stated at their fair value.
Accounts Receivable, Credit Risk and Allowance for Doubtful Accounts
The Company sells its products to domestic and foreign customers. The Company reviews
customers credit history before extending unsecured credit and established an allowance for
doubtful accounts based upon factors surrounding the credit risk of specific customers and
other information. The Company does not accrue interest on past due accounts receivable.
Unless specific arrangements have been made, accounts receivable over 30 days are considered
past due. The Company writes off accounts receivable when they are deemed uncollectible.
There were no accounts written off during the three and six months ended March 31, 2007 and
2006. Accounts receivable are shown net of an allowance for doubtful accounts of $22,924
both at March 31, 2007 and September 30, 2006. The estimated loss that management believes
is probable is included in the allowance for doubtful accounts. Due to uncertainties in the
collection process, however, it is at least reasonably possible that managements estimate
will change during the next year, which cannot be estimated.
Customer Concentration
The Company had sales to one major customer, Cirrus Design Corporation (Cirrus), which
represented 74.4% and 77.4% of the Companys total sales for the three and six months ended
March 31, 2007, as compared to 69.6% and 71.8% for the same prior year periods. This
customer also accounted for 69% (or $537,100) and 63% (or $339,000) of accounts receivable
at March 31, 2007 and September 30, 2006, respectively. The Company supplies parachute
systems to Cirrus from the Companys general aviation product line. The dependence on
Cirrus typically is highest during the first two quarters of the fiscal year due to the
seasonality of the recreational product line.
In its recreational aviation product line, the Company primarily distributes its products
through dealers and distributors who in turn sell the products to the end consumer. The
Company believes that in the event that any individual dealers or distributors cease to
represent the Companys products, alternative dealers or distributors can be established.
Valuation of Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the first-in,
first-out (FIFO) method. We maintain a standard costing system for our inventories and
adjust our inventories to a FIFO valuation.
Provisions to reduce inventories to the lower of cost or market are made based on a review
of excess and obsolete inventories through an examination of historical component
consumption, current market demands and shifting production methods. Significant
assumptions with respect to market trends and customer product acceptance are utilized to
formulate our provision methods. Sudden or continuing downward changes in the Companys
product markets may cause us to record additional inventory revaluation charges in future
periods. No write-off provision was made to our inventories for the three and six months
ended March 31, 2007 or 2006.
F-6
Customer Deposits
The Company requires order deposits from most of its domestic and international customers.
These deposits represent either partial or complete down payments for orders. These down
payments are refundable and are recorded as customer deposits. The deposits are recognized
as revenue when the product is shipped. The Companys major customer, Cirrus, does not make
order deposits.
Income Taxes
Differences between accounting rules and tax laws cause differences between the bases of
certain assets and liabilities for financial reporting purposes and tax purposes. The tax
effects of these differences, to the extent they are temporary, are recorded as deferred tax
assets and liabilities under Statement of Financial Accounting Standards No. (SFAS) 109.
Temporary differences relate primarily to: stock based compensation; allowances for doubtful
accounts; inventory valuation allowances; depreciation; valuation of warrants issued to a
customer; net operating loss; and accrued expenses not currently deductible.
Furniture, Fixtures and Leasehold Improvements
Furniture, fixtures and leasehold improvements are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the related assets,
ranging from three to seven years for equipment and ten years for the airplane. When assets
are retired or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts and the resulting gain or loss is recognized in income for the
period. The cost of maintenance and repairs is expensed as incurred; significant renewals
and betterments are capitalized. Deduction is made for retirements resulting from renewals
or betterments. Leasehold improvements are amortized using the straight-line method over
the shorter of the lease term, or the estimated useful life of the assets.
Goodwill
The Company applies SFAS No. 142, Goodwill and Other Intangible Assets related to the
carrying amount of goodwill and other intangible assets. Goodwill will be tested for
impairment annually in the fourth quarter or more frequently if changes in circumstances or
the occurrence of events suggest an impairment exists. The Company has concluded that no
impairment of goodwill or other intangible assets exists as of March 31, 2007 and 2006.
Intangibles
Patents are recorded at cost and are being amortized on a straight-line method over 17
years. The covenants not to compete are recorded at cost and are being amortized using the
straight-line method over the terms of the agreement which range from two to fifteen years.
The weighted average life of the covenants not to compete is 2.5 years at March 31, 2007.
F-7
Components of intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007
|
|
|
September 30, 2006
|
|
|
|
Gross Carrying
|
|
|
Accumulated
|
|
|
Gross Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
Intangible assets
subject to
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
$
|
12,414
|
|
|
$
|
11,620
|
|
|
$
|
12,414
|
|
|
$
|
11,425
|
|
Covenants not to compete
|
|
$
|
605,011
|
|
|
$
|
583,615
|
|
|
$
|
605,011
|
|
|
$
|
569,789
|
|
Amortization expense of intangible assets was $11,709 and $14,021 for the three and six
months ended March 31, 2007, compared to $30,582 and $61,163 for the three and six months
ended March 31, 2006. Amortization expense is estimated to approximate $19,241, $8,854,
$8,116 and $0 for the years ending September 30, 2007, 2008, 2009, and 2010, respectively.
Revenue Recognition
The Company recognizes revenue in accordance with Securities and Exchange Commission, Staff
Accounting Bulletin No. 104, Revenue Recognition. The Company recognizes revenue on
product sales upon shipment to customers.
Comprehensive Income
SFAS No. 130 establishes standards for the reporting and disclosure of comprehensive income
and its components, which will be presented in association with a companys consolidated
financial statements. Comprehensive income is defined as the change in a business
enterprises equity during a period arising from transactions, events or circumstances
relating to non-owner sources, such as foreign currency translation adjustments and
unrealized gains or losses on available-for-sale securities. It includes all changes in
equity during a period except those resulting from investments by or distributions to
owners. For the three and six months ended March 31, 2007 and 2006, net income (loss) and
comprehensive income (loss) were equivalent.
Fair Value of Financial Instruments
SFAS No. 107, Disclosures About Fair Value of Financial Instruments requires disclosure of
the estimated fair value of financial instruments as follows:
Short-term Assets and Liabilities:
The fair values of cash and cash equivalents, accounts receivable, accounts payable,
accrued liabilities, and short-term debt approximate their carrying values due to the
short-term nature of these financial instruments.
Long-term Debt and Covenants Not to Compete:
The fair value of long-term debt and covenants not to compete approximate their
carrying value because the terms are equivalent to borrowing rates currently available
to the Company for debt with similar terms and maturities.
F-8
Segment Reporting
A business segment is a distinguishable component of an enterprise that is engaged in
providing an individual product or service or a group of related products or services and
that is subject to risks and returns that are different from those of other business
segments. The Companys segments have similar economic characteristics and are similar in
the nature of the products sold, type of customers, methods used to distribute the Companys
products and regulatory environment. Management believes that the Company meets the
criteria for aggregating its operating segments into a single reporting segment.
Stock-Based Compensation
The Company has various types of stock-based compensation plans. These plans are
administered by the compensation committee of the Board of Directors, which selects persons
to receive awards and determines the number of options subject to each award and the terms,
conditions, performance measures and other provisions of the award. The Companys general
policy is to grant stock options with an exercise price at fair value at the date of grant.
Effective October 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment (SFAS
123R), which requires companies to measure and recognize compensation expense for all
stock-based payments at fair value. SFAS 123R is being applied on the modified prospective
basis.
Under the modified prospective approach, SFAS 123R applies to new awards and to awards that
were outstanding on October 1, 2006 that are subsequently modified, repurchased, cancelled
or vest. Under the modified prospective approach, compensation cost recognized includes
compensation cost for all share-based payments granted prior to, but not yet vested on
October 1, 2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123R, and compensation cost for all shared-based payments granted
subsequent to October 1, 2006, based on the grant-date fair value estimated in accordance
with the provisions of SFAS 123R. Prior periods were not restated to reflect the impact of
adopting the new standard.
There was no impact of adopting SFAS 123R for the three and six months ended March 31, 2007
as all options outstanding at September 30, 2006 were fully vested and no options were
issued during the three and six months ended March 31, 2007. Options and warrants issued to
non-employees are recorded at fair value, as required by Emerging Issues Task Force (EITF)
96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services, using the Black-Scholes
pricing model. For the three and six months ended March 31, 2007 and 2006, the Company did
not issue any stock-based awards to non-employees.
Had compensation costs been determined in accordance with the fair value method prescribed
by SFAS No. 123 for all options issued to employees and amortized over the vesting period,
the Companys net income (loss) applicable to common shares and net income (loss) per common
share (basic and diluted) for plan options would not have changed as indicated below.
F-9
|
|
|
|
|
|
|
|
|
|
|
Three
|
|
|
Six
|
|
|
|
Months
|
|
|
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2006
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
(27,612
|
)
|
|
$
|
(61,347
|
)
|
Pro forma
|
|
|
(27,612
|
)
|
|
|
(61,347
|
)
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
Pro forma
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
Pro forma
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Stock based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
0
|
|
|
$
|
0
|
|
Pro forma
|
|
$
|
0
|
|
|
$
|
0
|
|
No employee options were granted or vested during the three months ended March 31, 2007 and
2006. Had options been granted, the fair value of each option granted would have been
estimated on the date of the grant using the Black-Scholes option pricing model.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share are computed by dividing net income (loss) by the
weighted average number of common shares outstanding during the period. Diluted earnings
(loss) per common share is computed by dividing net income (loss) by the weighted average
number of common shares outstanding plus all additional common stock that would have been
outstanding if potentially dilutive common stock related to stock options and warrants had
been issued. Weighted average shares outstanding-diluted includes 60,000 shares of dilutive
securities for the three months ended March 31, 2007.
Following is a reconciliation of basic and diluted earnings per common share for the three
and six months ended March 31, 2007 and 2006, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
Earnings (loss) per
common share basic:
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(359,604
|
)
|
|
$
|
(27,612
|
)
|
|
$
|
(341,012
|
)
|
|
$
|
(61,347
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
|
|
10,141,476
|
|
|
|
7,698,695
|
|
|
|
9,649,172
|
|
|
|
7,691,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
common share basic
|
|
$
|
(0.04
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per
common share
diluted:
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(359,604
|
)
|
|
$
|
(27,612
|
)
|
|
$
|
(341,012
|
)
|
|
$
|
(61,347
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
|
|
10,141,476
|
|
|
|
7,698,695
|
|
|
|
9,649,172
|
|
|
|
7,691,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock equivalents
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
and potential diluted
shares outstanding
|
|
|
10,141,476
|
|
|
|
7,698,695
|
|
|
|
9,649,172
|
|
|
|
7,691,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
common share diluted
|
|
$
|
(0.04
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.01
|
)
|
F-10
The Company uses the treasury method for calculating the dilutive effect of the stock
options and warrants using the average market price during the fiscal year.
All
outstanding options (60,000 shares) were excluded in the computation of common share
equivalents for the three and six months ended March 31, 2007
since there was a loss for the periods.
All outstanding options (105,000 shares) were excluded in the computation of common share
equivalents for the three and six months ended March 31, 2006 since there was a loss for the
periods.
Restatement
The following table reconciles the previously reported amounts as of and for the three
months ended March 31, 2007 and for the six months ended March 31, 2007. The impact of the
adjustments was to reduce inventory by $416,408 and to increase the deferred tax benefit
by $47,845. In addition, the basic earnings per common share decreased by $(.04) for the
three months ended March 31, 2007 and for the six months ended March 31, 2007.
The following table reconciles previously reported balance sheet items at March 31, 2007 to
the restated amount:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Deferred
|
|
|
Total
|
|
|
|
Inventory
|
|
|
Cur. Assets
|
|
|
Tax Asset
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously Reported
Amounts
|
|
$
|
2,863,347
|
|
|
$
|
4,752,226
|
|
|
$
|
1,205,716
|
|
|
$
|
1,365,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of Adjustments
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
|
|
47,845
|
|
|
|
47,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated Amounts
|
|
$
|
2,446,939
|
|
|
$
|
4,335,818
|
|
|
$
|
1,253,561
|
|
|
$
|
1,413,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Accumulated
|
|
|
Total
|
|
|
Total Liab.
|
|
|
|
Assets
|
|
|
Deficit
|
|
|
Equity
|
|
|
And Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously Reported
Amounts
|
|
$
|
6,709,687
|
|
|
$
|
4,752,226
|
|
|
$
|
5,516,536
|
|
|
$
|
6,709,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of Adjustments
|
|
|
(368,563
|
)
|
|
|
(416,408
|
)
|
|
|
(368,563
|
)
|
|
|
(368,563
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated Amounts
|
|
$
|
6,341,124
|
|
|
$
|
4,335,818
|
|
|
$
|
5,147,973
|
|
|
$
|
6,341,124
|
|
F-11
The follow table reconciles previously reported items on the Statement of Operations for the
three months ended March 31, 2007 and for the six months ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
Cost of
|
|
|
Gross
|
|
|
Loss From
|
|
|
Loss Before
|
|
Ended March 31, 2007
|
|
Sales
|
|
|
Profit
|
|
|
Operations
|
|
|
Taxes
|
|
Previously Reported
Amounts
|
|
$
|
2,745,579
|
|
|
$
|
1,548,556
|
|
|
$
|
66,573
|
|
|
$
|
43,351
|
|
Impact of Adjustments
|
|
|
416,408
|
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
Restated Amounts
|
|
$
|
3,161,987
|
|
|
$
|
1,132,148
|
|
|
$
|
(349,835
|
)
|
|
$
|
(373,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
Cost of
|
|
|
Gross
|
|
|
Loss From
|
|
|
Loss Before
|
|
Ended March 31, 2007
|
|
Sales
|
|
|
Profit
|
|
|
Operations
|
|
|
Taxes
|
|
Previously Reported
Amounts
|
|
$
|
2,745,579
|
|
|
$
|
1,548,556
|
|
|
$
|
66,573
|
|
|
|
|
|
Impact Adjustments
|
|
|
416,408
|
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
Restated Amounts
|
|
$
|
3,161,987
|
|
|
$
|
1,132,148
|
|
|
$
|
(349,835
|
)
|
|
$
|
(373,057
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
Income Tax
|
|
|
Net
|
|
|
Loss
|
|
Ended March 31, 2007
|
|
Benefit
|
|
|
Loss
|
|
|
Per Share
|
|
Previously Reported Amounts
|
|
$
|
15,800
|
|
|
$
|
27,551
|
|
|
$
|
0.00
|
|
Impact of Adjustments
|
|
$
|
(47,845
|
)
|
|
|
(368,563
|
)
|
|
|
(0.04
|
)
|
Restated Amounts
|
|
$
|
(32,045
|
)
|
|
$
|
(341,012
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
Cost of
|
|
|
Gross
|
|
|
Loss From
|
|
|
Loss Before
|
|
Ended March 31, 2007
|
|
Sales
|
|
|
Profit
|
|
|
Operations
|
|
|
Taxes
|
|
Previously Reported
Amounts
|
|
$
|
1,356,318
|
|
|
$
|
826,554
|
|
|
$
|
15,968
|
|
|
$
|
14,054
|
|
Impact of Adjustments
|
|
|
416,408
|
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
|
|
(416,408
|
)
|
Restated Amounts
|
|
$
|
1,772,726
|
|
|
$
|
410,146
|
|
|
$
|
(400,440
|
)
|
|
$
|
(402,319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
Income Tax
|
|
|
Net
|
|
|
Loss
|
|
Ended March 31, 2007
|
|
Benefit
|
|
|
Loss
|
|
|
Per Share
|
|
Previously Reported Amounts
|
|
$
|
5,100
|
|
|
$
|
8,959
|
|
|
$
|
0.00
|
|
Impact of Adjustments
|
|
$
|
(47,845
|
)
|
|
|
(368,563
|
)
|
|
|
(0.04
|
)
|
Restated Amounts
|
|
$
|
42,745
|
|
|
$
|
359,563
|
|
|
$
|
(0.04
|
)
|
F-12
The following table reconciles previously reported items on the Statement of Cash Flows for
the six months ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
Deferred
|
|
|
|
|
|
|
(Loss)
|
|
|
Taxes
|
|
|
Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously Reported Amounts
|
|
$
|
27,551
|
|
|
$
|
15,800
|
|
|
$
|
(405,344
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of Adjustments
|
|
|
(368,563
|
)
|
|
|
(47,845
|
)
|
|
|
(416,408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated Amounts
|
|
$
|
341,012
|
|
|
$
|
(32,045
|
)
|
|
$
|
11,064
|
|
Recently Issued Accounting Pronouncements
In June 2006, the FASB has published FASB Interpretation (FIN) No. 48 (FIN No. 48),
Accounting for Uncertainty in Income Taxes, to address the noncomparability in reporting tax
assets and liabilities resulting from a lack of specific guidance in FASB SFAS No. 109,
Accounting for Income Taxes, on the uncertainty in income taxes recognized in an
enterprises financial statements. Specifically, FIN No. 48 prescribes (a) a consistent
recognition threshold and (b) a measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return,
and provides related guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and 15, 2006. The Company is currently evaluating
the impact the adoptions of FIN No. 48 will have on its consolidated financial statements.
In September 2006, the FASB has published FASB SFAS No. 157, Fair Value Measurements, to
eliminate the diversity in practice that exists due to the different definitions of fair
value and the limited guidance for applying those definitions in GAAP that are dispersed
among the many accounting pronouncements that require fair value measurements. SFAS No. 157
retains the exchange price notion in earlier definitions of fair value, but clarifies that
the exchange price is the price in an orderly transaction between market participants to
sell an asset or liability in the principal or most advantageous market for the asset or
liability. Moreover, the SFAS states that the transaction is hypothetical at the measurement
date, considered from the perspective of the market participant who holds the asset or
liability. Consequently, fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (an exit price), as opposed to the price that would be
paid to acquire the asset or received to assume the liability at the measurement date (an
entry price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value
measurement should be determined based on the assumptions that market participants would use
in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes
between (a) market participant assumptions developed based on market data obtained from
sources independent of the reporting entity (observable inputs) and (b) the reporting
entitys own assumptions about market participant assumptions developed based on the best
information available in the circumstances (unobservable inputs). Finally, SFAS No. 157
expands disclosures about the use of fair value to measure assets and liabilities in interim
and annual periods subsequent to initial recognition. Entities are encouraged to combine the
fair value information disclosed under SFAS No. 157 with the fair value information
disclosed under other accounting pronouncements, including SFAS No. 107, Disclosures about
Fair Value of Financial Instruments, where practicable. The guidance in this Statement
applies for derivatives and other financial instruments measured at fair value under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities, at initial
recognition and in all subsequent periods. The provisions of SFAS No. 157 are effective for
fiscals years beginning after November 15, 2007.
F-13
The Company believes the impact of SFAS No. 157 will not have a material effect of its
consolidated financial statements.
In September 2006, the FASB has published FASB SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, to require an employer to fully
recognize the obligations associated with single-employer defined benefit pension, retiree
healthcare, and other postretirement plans in their financial statements. Previous standards
required an employer to disclose the complete funded status of its plan only in the notes to
the financial statements. Moreover, because those standards allowed an employer to delay
recognition of certain changes in plan assets and obligations that affected the costs of
providing benefits, employers reported an asset or liability that almost always differed
from the plans funded status. Under SFAS No. 158, a defined benefit postretirement plan
sponsor that is a public or private company or a nongovernmental not-for-profit organization
must (a) recognize in its statement of financial position an asset for a plans overfunded
status or a liability for the plans underfunded status, (b) measure the plans assets and
its obligations that determine its funded status as of the end of the employers fiscal year
(with limited exceptions), and (c) recognize, as a component of other comprehensive income,
the changes in the funded status of the plan that arise during the year but are not
recognized as components of net periodic benefit cost pursuant to SFAS No. 87, Employers
Accounting for Pensions, or SFAS No. 106, Employers Accounting for Postretirement Benefits
Other Than Pensions. SFAS No. 158 also requires an employer to disclose in the notes to
financial statements additional information on how delayed recognition of certain changes in
the funded status of a defined benefit postretirement plan affects net periodic benefit cost
for the next fiscal year. The Company believes the impact of SFAS No. 158 will not have a
material effect on its consolidated financial statements.
In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin 108, Considering the Effects on Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements, (SAB 108). SAB 108 requires
registrants to quantify errors using both the income statement method (i.e. iron curtain
method) and the rollover method and requires adjustment if either method indicates a
material error. If a correction in the current year relating to prior year errors is
material to the current year, then the prior year financial information needs to be
corrected. A correction to the prior year results that are not material to those years,
would not require a restatement process where prior financials would be amended. SAB 108
is effective for fiscal years ending after November 15, 2006. The Company does not
anticipate that SAB 108 will have a material effect on its consolidated financial
statements.
In February 2007, the FASB issued FASB SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, to expand the use of fair value measurement by permitting
entities to choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. SFAS 159 is effective
beginning the first fiscal year that begins after November 15, 2007. The Company is
currently evaluating the impact of adopting SFAS 159 on its consolidated financial
statements.
Research and Development Costs
Research and development costs are charged to expense as incurred.
Advertising Expenses
Non-direct response advertising expenses are recognized in the period incurred. Non-direct
response advertising expenses totaled $1,608 and $5,314 for the three and six months ended
March 31, 2007 and $2,407 and $5,017 for the three and six months ended March 31, 2006,
respectively.
F-14
Legal Costs
The Company expenses its legal costs as incurred except settlements which are expensed when
a claim is probable and estimatable.
Shipping and Handling Costs
The Company records amounts being charged to customers for shipping and handling as sales
and costs incurred in cost of sales.
B.
|
|
Covenants Not to Compete
|
On October 26, 1995 the Company entered into an agreement with the president and majority
shareholder of Second Chantz Aerial Survival Equipment, Inc. (SCI), whereby SCI ceased all
business activities, and SCIs president and majority shareholder entered into a ten-year
covenant not to compete with the Company. The payments required under this agreement
contained a non-interest-bearing portion and a portion that bears interest at a rate below
the Companys incremental borrowing rate. Under generally accepted accounting principles
the future payments were discounted at the Companys incremental borrowing rate. The 4% ten
year note called for monthly payments of $4,036 through October 2005. This note has been
paid in full.
On August 16, 2004, the Company extended the non-compete period by five additional years in
exchange for the exercise of stock options held by SCIs president under a stock
subscription agreement backed by a promissory note. The note has a principal sum of $12,500
together with aggregate interest on the unpaid principal balance of $2,500. Payments under
the note began July 1, 2005 and continued monthly with a final maturity date of October 1,
2005. The present value of the Companys obligation under this agreement was recorded as an
intangible asset and is being amortized over a total of fifteen years as shown in the
accompanying financial statements.
On October 14, 2004, the Company and Mr. Mark Thomas entered into a Resignation, Consulting,
Non-Competition and General Release Agreement (the Resignation Agreement) in connection
with Mr. Thomas resignation as Chief Executive Officer, Chief Financial Officer, President,
and as a director of the Company. Pursuant to the terms of the Resignation Agreement, Mr.
Thomas resigned such offices effective October 14, 2004.
Mr. Thomas agreed, for a two year period, not to 1) call on or solicit Company customers and
2) directly or indirectly, become employed by, consult with, manage, own or operate any
business engaged in the design, manufacturing, marketing or distribution of (i) emergency
parachute recovery systems for recreational, general and commercial aviation aircraft and
unmanned aircraft or (ii) general aviation aircraft. Mr. Thomas also agreed not to divulge
any trade secrets or confidential information regarding the Company. In exchange for such
Resignation Agreement, the Company agreed to pay Mr. Thomas an aggregate of $230,000;
$60,000 of which was paid 15 days after execution of the Agreement and $170,000 of which
would be paid over a 24 month period ($7,083 per month) during the compliance of Mr. Thomas
non-competition /non-disclosure requirements. The present value of the Companys obligation
under this agreement was recorded as an intangible asset and was amortized over two years as
shown in the accompanying financial statements. This obligation was paid in full in October
2006.
F-15
C.
|
|
Other Financial Information
|
Inventories
The components of inventory consist of the following at March 31, 2007 and
September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
03/31/2007
|
|
|
09/30/2006
|
|
Raw materials
|
|
$
|
1,925,418
|
|
|
$
|
2,100,501
|
|
Work in process
|
|
|
484,263
|
|
|
|
340,434
|
|
Finished goods
|
|
|
37,258
|
|
|
|
17,068
|
|
|
|
|
|
|
|
|
Total inventories
|
|
$
|
2,446,939
|
|
|
$
|
2,458,003
|
|
|
|
|
|
|
|
|
Furniture, Fixtures and Leasehold Improvements
Furniture, fixtures and leasehold improvements consisted of the following categories at
March 31, 2007 and September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
03/31/2007
|
|
|
09/30/2006
|
|
Office furniture and equipment
|
|
$
|
365,038
|
|
|
$
|
345,535
|
|
Manufacturing equipment
|
|
|
524,258
|
|
|
|
463,367
|
|
Airplane
|
|
|
283,183
|
|
|
|
283,183
|
|
|
|
|
|
|
|
|
Total furniture, fixtures and
leasehold improvements
|
|
$
|
1,172,479
|
|
|
$
|
1,092,085
|
|
|
|
|
|
|
|
|
Depreciation Expense
Depreciation expense totaled $38,424 and $73,709 for the three and six months ended March
31, 2007, and $37,055 and $72,831 for the three and six months ended March 31, 2006,
respectively.
Other Accrued Liabilities
Other accrued liabilities consisted of the following categories at March 31,
2007 and September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
03/31/2007
|
|
|
09/30/2006
|
|
Bonus and profit sharing plan accrual
|
|
$
|
45,408
|
|
|
$
|
215,971
|
|
Other miscellaneous accruals
|
|
|
53,434
|
|
|
|
28,959
|
|
|
|
|
|
|
|
|
Total other accrued liabilities
|
|
$
|
98,842
|
|
|
$
|
244,930
|
|
|
|
|
|
|
|
|
Related Parties Consulting Agreements with Directors
Effective as of November 19, 2004, the Company entered into a Consulting Agreement with Mr.
Boris Popov, a director of the Company, pursuant to which Mr. Popov would provide certain
consulting services relating to the Companys new product development. Pursuant to this
agreement, the initial term of which was six months, Mr. Popov is required to provide a
minimum of 64 hours of service per month for $3,200 per month and shall be paid an
additional $50 per hour for each hour over the 64 hour minimum. On March 16, 2006 the
Company extended this agreement for 24 additional months, through May 2008. Consulting
expenses for Mr. Popov were $19,985 for the first and second quarters of fiscal year 2007
and $25,573 for the year ended September 30, 2006.
F-16
Product Warranties
The Company offers its customers up to a one-year warranty on its products. The warranty
covers only manufacturing defects, which will be replaced or repaired by the Company at no
charge to the customer. The Company has not recorded an accrual for possible warranty
claims and believes that the product warranties as offered will not have a material effect
on the Companys financial position, results of operations or cash flows. Prior historical
product warranties have been immaterial.
D.
|
|
Geographical Information
|
The Company has operations in South St. Paul, Minnesota and Mexico. Information about the
Companys operations by geographical location are as follows for the quarter ended March 31,
2007 and the year ended September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minnesota
|
|
|
Mexico
|
|
|
Consolidated
|
|
As of March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
6,075,940
|
|
|
$
|
633,747
|
|
|
$
|
6,709,687
|
|
Long-lived assets
|
|
$
|
946,437
|
|
|
$
|
226,042
|
|
|
$
|
1,172,479
|
|
Inventories
|
|
$
|
2,133,839
|
|
|
$
|
313,100
|
|
|
$
|
2,446,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minnesota
|
|
|
Mexico
|
|
|
Consolidated
|
|
As of September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
4,687,830
|
|
|
$
|
727,426
|
|
|
$
|
5,415,256
|
|
Long-lived assets
|
|
$
|
890,705
|
|
|
$
|
201,380
|
|
|
$
|
1,092,085
|
|
Inventories
|
|
$
|
1,931,957
|
|
|
$
|
526,046
|
|
|
$
|
2,458,003
|
|
E.
|
|
Line-of-Credit Borrowings
|
The Company had a $400,000 line-of-credit with a bank which expired on February 6, 2007.
The line called for a variable interest rate of 9.75% at December 31, 2006 and September 30,
2006. At September 30, 2006, there was an outstanding balance of $302,265 under the line of
credit.
In 2005, a jury awarded damages to Parsons and Aerospace Marketing in the combined amount of
approximately $3.4 million for breach of contract. BRS settled this matter directly with
Parsons and Aerospace on September 19, 2005 by agreeing to pay $1.9 million. An initial
payment of $700,000 plus interest was made on September 19, 2005. The remainder of $1.2
million was to be paid by the Company over a term of 8 years, although the Company had the
right to pre-pay remaining amounts due at any time. On November 15, 2006, the Company paid
the entire unpaid principal and interest outstanding on the first note detailed below and
paid $5,000 towards unpaid principal on the second note detailed below with money raised
through equity financing on October 25, 2006. As such, the first note payable detailed
below was classified at September 30, 2006 as long-term pursuant to SFAS No. 6
Classification of Short-Term Obligations Expected to be Refinanced.
F-17
The components of long-term debt consist of the following at March 31, 2007 and September
30, 2006:
|
|
|
|
|
|
|
|
|
|
|
03/31/2007
|
|
|
09/30/2006
|
|
Note payable Parsons, paid in full with
proceeds received from common stock offerings
in October and November 2006. (Paid November
15, 2006).
|
|
$
|
|
|
|
$
|
729,091
|
|
Note payable Parsons, interest only payments
at 8.25% through September 2010, then principal
and interest payments due in monthly
installments of $9,907 including interest at
8.25%, from October 2010 through September
2013, collateralized by substantially all
assets of the Company
|
|
|
315,000
|
|
|
|
320,000
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
315,000
|
|
|
|
1,049,091
|
|
Less: debt refinanced through equity offering
|
|
|
|
|
|
|
729,091
|
|
Less: current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current portion
|
|
$
|
315,000
|
|
|
$
|
320,000
|
|
|
|
|
|
|
|
|
Future minimum payments required at March 31, 2007 are as follows:
|
|
|
|
|
Fiscal Year
|
|
Amount
|
|
2007
|
|
$
|
|
|
2008
|
|
|
|
|
2009
|
|
|
|
|
2010
|
|
|
|
|
2011
|
|
|
96,495
|
|
2012 and thereafter
|
|
|
218,505
|
|
|
|
|
|
|
|
$
|
315,000
|
|
|
|
|
|
Common Stock and Stock Warrants
On October 25, 2006, the Company, as part of its private placement offering of $3 million of
equity securities, accepted subscription agreements from 23 accredited investors for the
sale of 975,736 shares of the Companys Common Stock, par value $.01 per share ( Common
Stock), and warrants (the Warrants) to purchase 243,934 shares of Common Stock. The
Warrants have a three-year term and an exercise price of $2.00 per share. The Company
received gross proceeds from the sale of Common Stock and Warrants of $1,327,001, less
commissions in the aggregate amount of $92,890 and less a retainer and expenses of in the
aggregate amount of $20,000 paid to a placement agent assisting in the placement.
Additionally, the Company issued a three-year warrant to purchase 85,377 shares of Common
Stock at an exercise price of $2.00 per share to the placement agent (Agents Warrants).
The Company has agreed to register the resale of Common Stock and Common Stock issuable upon
exercise of the Warrants and Agents Warrants.
On November 22, 2006, the Company accepted subscription agreements from 26 accredited
investors for the sale of 864,704 shares of Common Stock, and Warrants to purchase 216,176
shares of Common Stock. The Warrants have a three-year term and an exercise price of $2.00
per share. The Company received gross proceeds from the sale of Common Stock and Warrants
of $1,175,997, less commissions in the aggregate amount of $82,320 to a placement agent
assisting in the placement. Additionally, the Company issued a three-year Agents Warrant s
to purchase 75,661 shares of Common Stock at an exercise price of $2.00 per share to the
placement agent. The Company has agreed to register the resale of Common Stock and Common
Stock issuable upon exercise of the Warrants and Agents Warrants.
F-18
On January 10, 2007, the Company accepted subscriptions agreements from 11 accredited
investors for the sale of 194,400 shares of Common Stock and Warrants to purchase 48,600
shares of Common Stock. The warrants have a three-year term and an exercise price of $2.00
per share. The Company received gross proceeds from the sale of common stock and warrants
of $264,384, less commissions in the aggregate amount of $18,507 paid to a placement agent
assisting in the placement. Additionally, the Company issued a three-year warrant to
purchase 17,010 shares of Common Stock at an exercise price of $2.00 per share to the
placement agent. The Company has agreed to register the resale of the Common Stock and the
Common Stock issuable upon exercise of the Warrants.
As noted above, the Company registered for resale Common Stock and Common Stock issuable
upon exercise of the Warrants and Agents Warrants. The private placement offering required
the Company to file a registration statement after the closing of the private placement
offering within 45 days. The final closing of the private placement offering was January
10, 2007 and the registration statement was filed on February 22, 2007 and amended on March
21, 2007. The registration statement was declared effective by he Securities and Exchange
Commission on March 23, 2007.
On June 22, 2006 and June 23, 2006, the Company accepted subscriptions from certain
directors and executive officers of the Company relating to the issuance of an aggregate of
322,956 shares of common stock and warrants to acquire 16,401 shares of common stock for an
aggregate purchase price of $439,220. The warrants have a three-year term and an exercise
price of $2.00 per share and have piggy-back registration rights. The Company paid no
underwriting discounts or commissions in connection with these sales. The price per share
was the same as the offering price as in the equity offering that closed on October and
November 2006. The common shares issued were restricted and unregistered shares. The price
per common share was $1.36 per share and the market price was approximately $1.50 per share.
The discount to market was due to the significant amount of shares issued and the fact the
shares were restricted and unregistered. The discount was not in exchange for board
services or any other services rendered or to be rendered.
On June 15, 2006, the Company issued 6,000 shares of common stock to each of its five Board
Members for a total of 30,000 shares, as partial compensation for the next five board
meetings through the Companys 2007 Annual Meeting of Stockholders. The shares were valued
at $1.51 per share (fair value at the date of issuance) and are expensed as services are
provided.
Stock Options
In March 2004, Company shareholders at their annual meeting approved the 2004 Stock Option
Plan (the 2004 Plan), which provides for the granting of up to 600,000 options to
officers, directors, employees and consultants for the purchase of stock. Under the 2004
Plan, stock options must be granted at an exercise price not less than the fair market value
of the Companys common stock on the grant date. Vesting requirements of all awards under
this plan are time based and vary by individual grant. The options expire on the date
determined by the Board of Directors but may not extend more than ten years from the grant
date. Unexercised options are canceled 90 days after termination, and unvested awards are
canceled on the date of termination of employment and become available under the Stock
Option Plan for future grants.
F-19
The weighted average remaining contractual term of options exercisable at March 31, 2007,
was 1.21 years.
The following table summarizes information about stock options outstanding at March 31,
2007:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
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|
|
Range of
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|
|
|
|
|
|
Average
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|
|
Option
|
|
|
|
|
|
|
|
Exercise
|
|
|
Exercise
|
|
|
|
Options
|
|
|
Price
|
|
|
Price
|
|
Options Outstanding September 30, 2004
|
|
|
310,000
|
|
|
|
1.09
|
|
|
$
|
0.44 - $1.38
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled or expired
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
160,000
|
|
|
|
1.07
|
|
|
$
|
0.44 - $1.38
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding September 30, 2005
|
|
|
150,000
|
|
|
$
|
1.11
|
|
|
$
|
0.91 - $1.38
|
|
Granted
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|
|
|
|
|
|
|
|
|
|
|
|
Canceled or expired
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|
|
|
|
|
|
|
|
|
|
|
|
Exercised
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|
|
60,000
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|
|
$
|
0.945
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|
|
$
|
0.91 - $1.38
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|
|
|
|
|
|
|
|
|
|
|
Options Outstanding September 30, 2006
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|
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90,000
|
|
|
$
|
1.22
|
|
|
$
|
1.05 - $1.38
|
|
Granted
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|
|
|
|
|
|
|
|
|
|
|
|
Canceled or expired
|
|
|
19,500
|
|
|
$
|
1.38
|
|
|
$
|
1.05 - $1.38
|
|
Exercised
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|
|
10,500
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|
|
$
|
1.38
|
|
|
$
|
1.05 - $1.38
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding March 31, 2007
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|
|
60,000
|
|
|
|
|
|
|
$
|
1.05 - $1.38
|
|
Options exercisable March 31, 2007
|
|
|
90,000
|
|
|
|
|
|
|
$
|
1.05 - $1.38
|
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The aggregate intrinsic value of options outstanding and exercisable is $0 and $0 at March
31, 2007 and 2006, respectively.
As of March 31, 2007, there was $0 of total unrecognized compensation costs related to the
outstanding stock options.
H.
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|
Commitments and Contingencies
|
Legal Proceedings
(a) In August 2003, the Company was served in two related actions, Kathleen F. Fischer and
Susan Sedgwick in U.S. District Court for the Northern District of New York. These actions
arise from the crash of a Cirrus Design Corp. SR22 airplane in April 2002 near Parish, New
York. The Plaintiffs have brought claims for strict products liability, negligence and
breach of warranty against Cirrus Design, the airplanes manufacturer, the Company, which
manufactures the CAPS (Cirrus Airframe Parachute System), a parachute system which is a
required component of the plane, and Wings Aloft, Inc., which provided training on the SR22
to the decedents. In June and August 2006, the Company settled with such plaintiffs without
any liability to the Company.
(b) On April 17, 2004, an action was commenced against the Company by Aerospace Marketing,
Inc. and Charles Parsons v. Ballistic Recovery Systems, Inc., U.S. District Court, Middle
District of Florida, File No. 04-CV-242. The action resulted from the Companys
notification to Charles F. Parson in April 2004 of its intent to terminate the sales and
marketing contract between the Company and Mr. Parsons relating to the BRS-172 and BRS-150
products for lack of performance.
F-20
In 2005, a jury awarded damages to Parsons and Aerospace Marketing in the combined amount of
approximately $3.4 million for breach of contract. BRS settled this matter directly with
Parsons and Aerospace on September 19, 2005 by agreeing to pay $1.9 million pursuant to terms
described in the settlement agreement. An initial payment of $700,000 plus interest was
made on September 19, 2005. The remainder of the settlement amount was to be paid by BRS
over a term of 8 years, although BRS had the right to pre-pay remaining amounts due at any
time. On November 16, 2006, the Company prepaid $721,219 of such sum. The current balance
is $315,000, which requires interest only payments through September 2010, and principal and
interest payments from October 2010 through September 2013.
(c) In April 2005, an action was commenced against the Company by Sue Jean McGrath,
individually and as successor in interest to Charles W. McGrath, deceased, Charles W.
McGrath III, Tanya Sue McGrath, Janny Sue McGrath, individually v. Cirrus Design
Corporation, Ballistic Recovery Systems, Inc., and Aerospace Systems and Technologies, Inc.,
U.S. District Court, Northern District of California, File No. C05-1542. The plaintiffs
have alleged vicarious liability, strict product liability, negligence and breach of
warranty against the defendants arising from the crash of a Cirrus Design Corp. SR22
airplane near Sugar Bowl, California. The case is currently in the early stages of
discovery. At this time the Company cannot state with any degree of certainty what the
outcome of the matter or the amount or range of potential damages will be.
(d) On September 16, 2005, an action was commenced against the Company by Robert Treat
Rayner, in the Circuit Court of the 5th Judicial Circuit in and from Lake County Florida,
File No. 04 CA 1749. The Complaint alleges that plaintiff was injured when his ultralight
aircraft crashed while being towed by another ultralight. Plaintiff alleges that he
deployed his BRS system, but that it failed to deploy properly. BRS is undertaking an
investigation of the claim and has responded to the suit. At this time, the Company cannot
state with any degree of certainty what the outcome of these matters will be or the amount
or range of potential loss, if any. BRS believes that it has strong defenses to the suit
and will vigorously defend against the claims.
The Board of Directors examines the liquidity and capital requirements of the Company at
each board meeting. If in the judgment of the Board of Directors, they may declare a
special dividend. No dividend was declared or paid in the three and six months ended March
31, 2007.
Stock warrant activity is as follows for the six months ended March 31:
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|
|
|
|
|
|
|
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Outstanding
|
|
|
Exercise Price
|
|
Outstanding at September 30, 2006
|
|
|
16,401
|
|
|
$
|
2.00
|
|
Granted
|
|
|
686,758
|
|
|
|
2.00
|
|
Exercised or forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2007
|
|
|
703,159
|
|
|
$
|
2.00
|
|
|
|
|
|
|
|
|
Warrants outstanding and exercisable as of March 31, 2007, are as follows:
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|
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|
|
|
|
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Weighted-Average
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
contractual
|
|
Exercise
|
Exercise Prices
|
|
Warrants
|
|
life
|
|
prices
|
$2.00
|
|
703,159
|
|
2.261
|
|
$2.00
|
Stock warrants issued during the six months ended March 31, 2007 were awarded for:
|
|
|
|
|
|
|
2007
|
|
Common stock
|
|
$
|
686,758
|
|
F-21
|
|
|
ITEM 2.
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|
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
Results of Operations:
Sales
Total sales decreased $133,762, or 5.8%, from $2,316,634 for the three months ended March 31, 2006
to $2,182,872 for the three months ended March 31, 2007, due to a weakening of LSA sales. On a
year to date basis, sales increased $70,627, or 1.7%, from $4,223,508 for the six months ended
March 31, 2006 to $4,294,135 for the six months ended March 31, 2007. Sales from the Companys
general aviation products, which consist primarily of sales to Cirrus, increased $2,943, or 0.2%
for the second quarter and increased $257,647, or 8.2% year to date. Sales from the Companys
general aviation products accounted for 76.5% and 79.3% of total revenue for the three and six
months ended March 31, 2007, respectively, compared to 72.0% and 74.6% for the three and six months
ended March 31, 2006, respectively. Sales from the Companys recreational and LSA products
decreased $142,097, or 21.9% for the second quarter and decreased $192,412, or 17.9% year to date.
Sales of the Companys general aviation products consist largely of sales to Cirrus where the
Companys products are standard equipment on the Cirrus SRV, SR20 and SR22 model aircraft. The
Company delivered 324 and 332 units to Cirrus in first two quarters of fiscal years 2007 and 2006,
respectively. The Company believes that Cirrus has a backlog of aircraft orders, all of which are
required to include the Companys parachute systems. The Company understands that Cirrus expects
to be able to fill the backlog of firm aircraft orders during the next 12 months. The Company also
understands that Cirrus is expected to maintain fiscal year 2006 manufacturing volumes for its
aircraft throughout fiscal year 2007. As a result, the Company is forecasting flat growth in 2007
in its general aviation revenues. No assurance can be given that general aviation revenues will
remain as anticipated. Until the Company becomes diversed in general aviation, future production
volumes for the Companys parachute systems, will be dictated by ultimate market demands for
Cirrus products. Accordingly, the Company is, and will likely be, dependent on Cirrus for a
material portion of its revenues for fiscal year 2007. Any negative impact on Cirrus sales would
have a significant negative impact on the Companys revenues.
The Companys recreational and LSA aircraft product line sales decreased by 17.9% during the first
two quarters of fiscal year 2007 compared to the first two quarters of the prior fiscal year. LSA
and recreational sales accounted for 20.5% of the Companys revenues for first two quarters of
fiscal year 2007 versus 25.4% of the Companys revenues for the first two quarters of the prior
fiscal year. The LSA and recreational aircraft products business relies on customer acceptance of
the Companys parachute concept and the existence of installation designs for light sport and
recreational aircraft.
The Company anticipates being able to expand its general aviation and recreational product lines to
include other certified and non-certified aircraft as the Companys recovery systems gain further
market acceptance. The Company is in ongoing discussions with domestic and foreign general
aviation and recreational aircraft companies that have expressed interest in utilizing certain of
the Companys products. These companies produce both certified and non-certified aircraft. No
assurance can be made as to the future benefits, if any, that the Company will derive from these
discussions. The Company did recently announce a relationship with Diamond Aircraft, a
manufacturer of a full line of general aviation aircraft, to develop a parachute system for the 5
seat DA50 Super Star as well as the previously announced Diamond DJet.
The Company has commenced the establishment of a repack center which will have the capacity to
repack the parachute systems. Cirrus will be notifying its owners on a systematic basis of the
need to have the parachute system repacked. The Company anticipates that it will be the exclusive
provider of repacking services on Cirrus aircraft.
1
Gross Operating Margin
Gross operating margin as a percentage of revenues was 18.8% for the second quarter of fiscal year
2007 compared to 37.0% for the comparative quarter of fiscal year 2006. On a year to date basis,
the gross operating margin was 35.8% and 38.2 for fiscal years 2007 and 2006, respectively. The
factors contributing to the gross margin reduction was the costing of inventory and related
monitoring of inventory control related to the operations in Mexico. Other factors that contributed
to the decline in the gross margin were increased freight costs with the addition of the Mexican
facilty, increases in U.S. labor costs and various material costs, and an increase in the inventory
reserve of $15,000. In addition, a price reduction was given to Cirrus associated with increased
purchase quantities. The Company expects to provide additional pricing reductions to its larger
customers in the future and as a result, the gross margins could be impacted. The Companys
objective is to maintain or improve overall gross margins in the future.
Selling, General and Administrative
Selling, general and administrative costs as a percentage of sales were 28.3% ($617,921) for the
second quarter of fiscal year 2007 as compared to 29.9% ($692,820) for the second quarter of fiscal
year 2006. On a year to date basis, these costs were 28.8% ($1,236,141) and 31.6% ($1,333,472) for
fiscal years 2007 and 2006, respectively. This net decrease for the first two quarters of $97,331
in selling, general and administrative costs consisted of a decrease in general and administrative
start-up costs for our Mexico production facility of $266,251, off-set by an increase in insurance
costs associated with the indemnification agreement with Cirrus totaling $169,601. Prior to
February 3, 2006, there were no product liability costs as the Company did not maintain product
liability insurance on any of its products. The prior year costs associated with the Mexico
operation included relocating operations to a new building, setting up and production of test
products and the testing of those products.
Research and Development, net
Research and development costs were 8.7% ($190,452) and 6.0% ($139,530) of sales for the second
quarter of fiscal years 2007 and 2006, respectively. On a year to date basis, these costs were
5.4% ($232,016) and 5.7% ($247,644) for fiscal years 2007 and 2006, respectively. This decrease is
due primarily to efficiencies implemented in developmental tests to reduce costs. Increases in
research and development expenditures are planned for the future in the areas of new product
development and in the expansion of currently developed products for additional applications.
The Company has undertaken research and development on potential new products and services
including enhancements to current products. Such efforts may result in future offerings and model
upgrades to existing products. The development efforts are funded through current operations and
it is unclear what impact, if any, these will have on future sales or financial performance of the
Company.
Acquisitions
As part of the overall growth strategy of the Company, it is managements intent to seek out,
evaluate and execute strategic acquisitions to grow the product base and integrate operations with
the primary focus on cost savings and product diversification. Management cannot state at this
point with any degree of certainty what the results of any pending acquisitions may be or the
financial impact on Company operations.
2
Intangible Amortization
The Company records amortization expense related to the covenant not to compete agreements entered
into with SCI and Mr. Thomas over the remaining life of the agreements. Intangible amortization
expense decreased by $28,197 for the second quarter of fiscal year 2007 and decreased $46,994 year
to date over the same periods in the prior year due to the completion of the amortization on the
covenant not to compete agreement entered into with Mr. Thomas. This covenant not to compete
became fully amortized in October 2006.
Net Income (Loss) and Earnings (Loss) per Share
Income (loss) before income taxes as a percentage of revenues was(18.9)% and (1.9%) for the second
quarter of fiscal year 2007 and 2006, respectively.
On a diluted share basis, the net loss of $(359,604) for the second quarter of fiscal year 2007 or
($0.04) per share, as compared to net loss of ($27,612), which was ($0.00) per share for the prior
fiscal year quarter.
Liquidity and Capital Resources:
As of March 31, 2007, the Company had cash and cash equivalents of $667,444.
On October 25, 2006, the Company, as part of its private placement offering of $3 million of equity
securities, accepted subscription agreements from 23 accredited investors for the sale of 975,736
shares of the Companys Common Stock, par value $.01 per share ( Common Stock), and warrants (the
Warrants) to purchase 243,934 shares of Common Stock. The Warrants have a three-year term and an
exercise price of $2.00 per share. The Company received gross proceeds from the sale of Common
Stock and Warrants of $1,327,001, less commissions in the aggregate amount of $92,890 and less a
retainer and expenses of in the aggregate amount of $20,000 paid to a placement agent assisting in
the placement. Additionally, the Company issued a three-year warrant to purchase 85,377 shares of
Common Stock at an exercise price of $2.00 per share to the placement agent (Agents Warrants).
The Company has agreed to register the resale of Common Stock and Common Stock issuable upon
exercise of the Warrants and Agents Warrants.
On November 22, 2006, the Company accepted subscription agreements from 26 accredited investors for
the sale of 864,704 shares of Common Stock, and Warrants to purchase 216,176 shares of Common
Stock. The Warrants have a three-year term and an exercise price of $2.00 per share. The Company
received gross proceeds from the sale of Common Stock and Warrants of $1,175,997, less commissions
in the aggregate amount of $82,320 to a placement agent assisting in the placement. Additionally,
the Company issued a three-year Agents Warrant s to purchase 75,661 shares of Common Stock at an
exercise price of $2.00 per share to the placement agent. The Company has agreed to register the
resale of Common Stock and Common Stock issuable upon exercise of the Warrants and Agents
Warrants.
On January 10, 2007, the Company accepted subscriptions agreements from 11 accredited investors for
the sale of 194,400 shares of Common Stock and Warrants to purchase 48,600 shares of Common Stock.
The warrants have a three-year term and an exercise price of $2.00 per share. The Company received
gross proceeds from the sale of common stock and warrants of $264,384, less commissions in the
aggregate amount of $18,507 paid to a placement agent assisting in the placement. Additionally,
the Company issued a three-year warrant to purchase 17,010 shares of Common Stock at an exercise
price of $2.00 per share to the placement agent. The Company has agreed to register the resale of
the Common Stock and the Common Stock issuable upon exercise of the Warrants.
3
On November 15, 2006, the Company paid the unpaid principal and interest outstanding of $721,143 on
the first note payable to Parsons and Aerospace Marketing and paid $5,000 towards unpaid principal
on the second note payable to Parsons and Aerospace Marketing, leaving a principal balance payable
of $315,000.
The Company anticipates a need to make continuing capital improvements of approximately $138,000
during the fiscal year ending September 30, 2007 to its current production facilities in both the
US and Mexico and continued equipment and tooling upgrades. The Company believes that existing
cash and cash equivalents and cash generated from operations will provide sufficient cash flow to
meet working capital, capital expenditure and operating requirements during the next 12 months.
The Company does not presently have product liability insurance on any products other than the
Cirrus products and must fund the expenses of its pending lawsuits. Furthermore, a significant
judgment against the Company in its existing litigation could have a material impact on the
Company. The Company has incurred approximately $103,537 in legal fees for the first six months of
fiscal year 2007 and $258,000 in legal fees for fiscal year 2006 attributable to all legal support
matters and the defense of its pending lawsuits.
In addition, requirements under the Sarbanes-Oxley Act will require increased expenditures as the
Company implements expanded compliance infrastructure and oversight.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. Certain information included in this Form 10-QSB and other materials filed or to be
filed by the Company with the Securities and Exchange Commission (as well as information included
in oral statements or other written statements made or to be made by the Company) contain
statements that are forward-looking, such as statements relating to anticipated Cirrus Design
delivery orders and schedules, the repack business, plans for research projects, development,
anticipated delivery orders and schedules for the Cessna 182 system, the Cessna 172 system,
success of contracts for NASA SBIR research projects, the timing and impact of regulations on Light
Sport Aircraft sales, other business development activities as well as other capital spending,
financial sources, and the effects of competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any forward-looking statements
made by or on behalf of the Company. These risks and uncertainties include, but are not limited
to, dependence on Cirrus, potential product liability claims and payment if such claims are
successful, federal transportation rules and regulation which may negatively impact the Companys
ability to ship its products in a cost efficient manner, the elimination of funding for new
research and development projects, the decline in registered and unregistered aircraft sales,
dependence on discretionary consumer spending, dependence on existing management, general economic
conditions, and changes in federal or state laws or regulations.
Off-Balance Sheet Arrangements
During the first two quarters ended March 31, 2007, the Company did not engage in any off-balance
sheet arrangements as defined in Item 303(c) of Regulation S-B.
4
Critical Accounting Policies and Estimates
Our discussion and analysis or results of operation is based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the financial statements, the reported amounts of revenues and expenses during the reporting
period, and related
disclosures of contingent assets and liabilities for the periods indicated. The notes to the
financial statements contained herein describe our significant accounting policies used in the
preparation of the financial statements. On an on-going basis, we evaluate our estimates,
including, but not limited to, those related to our allowance for doubtful accounts, inventory
valuations, the lives and continued usefulness of furniture, fixtures and leasehold improvements,
deferred tax assets and contingencies. Due to uncertainties, however, it is at least reasonably
possible that managements estimates will change during the next year, which cannot be estimated.
Realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities and projected future taxable income in making this
assessment. Actual future operating results, as well as changes in future performance, could have
a material adverse impact on the valuation reserves. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results could
differ from these estimates under different assumptions or conditions.
Recently Issued Accounting Pronouncements
In June 2006, the FASB has published FASB Interpretation (FIN) No. 48 (FIN No. 48), Accounting for
Uncertainty in Income Taxes, to address the noncomparability in reporting tax assets and
liabilities resulting from a lack of specific guidance in FASB SFAS No. 109, Accounting for Income
Taxes, on the uncertainty in income taxes recognized in an enterprises financial statements.
Specifically, FIN No. 48 prescribes (a) a consistent recognition threshold and (b) a measurement
attribute for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return, and provides related guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
The provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The
Company is currently evaluating the impact the adoptions of FIN No. 48 will have on its
consolidated financial statements.
In September 2006, the FASB has published FASB SFAS No. 157, Fair Value Measurements, to eliminate
the diversity in practice that exists due to the different definitions of fair value and the
limited guidance for applying those definitions in GAAP that are dispersed among the many
accounting pronouncements that require fair value measurements. SFAS No. 157 retains the exchange
price notion in earlier definitions of fair value, but clarifies that the exchange price is the
price in an orderly transaction between market participants to sell an asset or liability in the
principal or most advantageous market for the asset or liability. Moreover, the SFAS states that
the transaction is hypothetical at the measurement date, considered from the perspective of the
market participant who holds the asset or liability. Consequently, fair value is defined as the
price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (an exit price), as opposed to the
price that would be paid to acquire the asset or received to assume the liability at the
measurement date (an entry price). SFAS No. 157 also stipulates that, as a market-based
measurement, fair value measurement should be determined based on the assumptions that market
participants would use in pricing the asset or liability, and establishes a fair value hierarchy
that distinguishes between (a) market participant assumptions developed based on market data
obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting
entitys own assumptions about market participant assumptions developed based on the best
information available in the circumstances (unobservable inputs). Finally, SFAS No. 157 expands
disclosures about the use of fair value to measure assets and liabilities in interim and annual
periods subsequent to initial recognition. Entities are encouraged to combine the fair value
information disclosed under SFAS No. 157 with the fair value information disclosed under other
accounting pronouncements, including SFAS No. 107, Disclosures about Fair Value of Financial
Instruments, where practicable. The guidance in this Statement applies for derivatives and other
financial instruments measured at fair value under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, at initial recognition and in all subsequent
periods. The provisions of SFAS No. 157 are effective for fiscals years beginning after November
15, 2007. The Company believes the impact of SFAS No. 157 will not have a material effect of its
consolidated financial statements.
5
In September 2006, the FASB has published FASB SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans, to require an employer to fully recognize the
obligations associated with single-employer defined benefit pension, retiree healthcare, and other
postretirement plans in their financial statements. Previous standards required an employer to
disclose the complete funded status of its plan only in the notes to the financial statements.
Moreover, because those standards allowed an employer to delay recognition of certain changes in
plan assets and obligations that affected the costs of providing benefits, employers reported an
asset or liability that almost always differed from the plans funded status. Under SFAS No. 158, a
defined benefit postretirement plan sponsor that is a public or private company or a
nongovernmental not-for-profit organization must (a) recognize in its statement of financial
position an asset for a plans overfunded status or a liability for the plans underfunded status,
(b) measure the plans assets and its obligations that determine its funded status as of the end of
the employers fiscal year (with limited exceptions), and (c) recognize, as a component of other
comprehensive income, the changes in the funded status of the plan that arise during the year but
are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, Employers
Accounting for Pensions, or SFAS No. 106, Employers Accounting for Postretirement Benefits Other
Than Pensions. SFAS No. 158 also requires an employer to disclose in the notes to financial
statements additional information on how delayed recognition of certain changes in the funded
status of a defined benefit postretirement plan affects net periodic benefit cost for the next
fiscal year. The Company believes the impact of SFAS No. 158 will not have a material effect on
its consolidated financial statements.
In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
108, Considering the Effects on Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements, (SAB 108). SAB 108 requires registrants to quantify errors using both
the income statement method (i.e. iron curtain method) and the rollover method and requires
adjustment if either method indicates a material error. If a correction in the current year
relating to prior year errors is material to the current year, then the prior year financial
information needs to be corrected. A correction to the prior year results that are not material to
those years, would not require a restatement process where prior financials would be amended. SAB
108 is effective for fiscal years ending after November 15, 2006. The Company does not anticipate
that SAB 108 will have a material effect on its consolidated financial statements.
In February 2007, the FASB issued FASB SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, to expand the use of fair value measurement by permitting entities to choose
to measure many financial instruments and certain other items at fair value that are not currently
required to be measured at fair value. SFAS 159 is effective beginning the first fiscal year that
begins after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS
159 on its consolidated financial statements.
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ITEM 3.
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CONTROLS AND PROCEDURES
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As of March 31, 2007, the Company carried out an evaluation, with the participation of our
Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer at the time concluded that our disclosure controls and
procedures are effective in alerting them on a timely basis to material information required to be
disclosed in our periodic reports to
the Securities and Exchange Commission. During the quarter ended March 31, 2007, there were no
changes in our internal control over financial reporting that have materially affected, or
reasonably likely to materially affect, our internal control over financial reporting.
6
Part II. OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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Fischer/Sedgwick
In August 2003, the Company was served in two related actions, Kathleen F. Fischer and Susan
Sedgwick in U.S. District Court for the Northern District of New York. These actions arise from
the crash of a Cirrus Design Corp. SR22 airplane in April 2002 near Parish, New York. The
Plaintiffs have brought claims for strict products liability, negligence and breach of warranty
against Cirrus Design, the airplanes manufacturer, the Company, which manufactures the CAPS
(Cirrus Airframe Parachute System), a parachute system which is a required component of the plane,
and Wings Aloft, Inc., which provided training on the SR22 to the decedents.
In June and August 2006, the Company settled with such plaintiffs without any liability to the
Company.
Aerospace Marketing, Inc./Parsons
On April 17, 2004, an action was commenced against the Company by Aerospace Marketing, Inc. and
Charles Parsons v. Ballistic Recovery Systems, Inc., U.S. District Court, Middle District of
Florida, File No. 04-CV-242. The action resulted from the Companys notification to Charles F.
Parson in April 2004 of its intent to terminate the sales and marketing contract between the
Company and Mr. Parsons relating to the BRS-172 and BRS-150 products for lack of performance.
In 2005, a jury awarded damages to Parsons and Aerospace Marketing in the combined amount of
approximately $3.4 million for breach of contract. BRS settled this matter directly with Parsons
and Aerospace on September 19, 2005 by agreeing to pay $1.9 million pursuant to terms described in
the settlement agreement. An initial payment of $700,000 plus interest was made on September 19,
2005. The remainder of the settlement amount was to be paid by BRS over a term of 8 years,
although BRS had the right to pre-pay remaining amounts due at any time. On November 16, 2006, the
Company prepaid $721,219 of such sum. The current balance is $315,000, which requires interest
only payments through September 2010, and principal and interest payments from October 2010 through
September 2013.
McGrath
In April 2005, an action was commenced against the Company by Sue Jean McGrath, individually and as
successor in interest to Charles W. McGrath, deceased, Charles W. McGrath III, Tanya Sue McGrath,
Janny Sue McGrath, individually v. Cirrus Design Corporation, Ballistic Recovery Systems, Inc., and
Aerospace Systems and Technologies, Inc., U.S. District Court, Northern District of California,
File No. C05-1542. The plaintiffs have alleged vicarious liability, strict product liability,
negligence and breach of warranty against the defendants arising from the crash of a Cirrus Design
Corp. SR22 airplane near Sugar Bowl, California. The case is currently in the early stages of
discovery. At this time the Company cannot state with any degree of certainty what the outcome of
the matter or the amount or range of potential damages will be.
7
Rayner
On September 16, 2005, an action was commenced against the Company by Robert Treat Rayner, in the
Circuit Court of the 5th Judicial Circuit in and from Lake County Florida, File No. 04 CA 1749.
The Complaint alleges that plaintiff was injured when his ultralight aircraft crashed while being
towed by another ultralight. Plaintiff alleges that he deployed his BRS system, but that it failed
to deploy properly. BRS is undertaking an investigation of the claim and has responded to the
suit. At this time, the Company cannot state with any degree of certainty what the outcome of
these matters will be or the amount or range of potential loss, if any. BRS believes that it has
strong defenses to the suit and will vigorously defend against the claims.
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ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE FO SECURITY HOLDERS
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The Companys Annual Shareholders Meeting was held on March 15, 2007. The proposals voted upon
was the election of six directors to serve on the Companys Board of Directors, to adopt the
amended and restated Articles of Incorporation, and to adopt the amended and restated Bylaws. The
total number of shares voted was 6,836,210 or 67.3% of the eligible shares and the results were as
follows:
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Director
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For
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Withhold
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Total
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Adams, Thomas H.
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6,829,819
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|
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6,391
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|
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6,836,210
|
|
Brandt, Darrel D.
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|
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6,829,819
|
|
|
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6,391
|
|
|
|
6,836,210
|
|
Nelson, Robert L.
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|
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6,829,819
|
|
|
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6,391
|
|
|
|
6,836,210
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|
Popov, Boris
|
|
|
6,817,819
|
|
|
|
18,391
|
|
|
|
6,836,210
|
|
Underwood, Edward L.
|
|
|
6,829,819
|
|
|
|
6,391
|
|
|
|
6,836,210
|
|
Williams, Larry E.
|
|
|
6,828,089
|
|
|
|
8,121
|
|
|
|
6,836,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To adopt the amended and restated Articles
of Incorporation
|
|
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3,568,285
|
|
|
|
3,267,925
|
|
|
|
6,836,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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To adopt the amended and restated Bylaws
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|
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6,759,353
|
|
|
|
76,857
|
|
|
|
6,836,210
|
|
The following documents are included or referenced in this report.
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Exhibit Number
|
|
Description
|
|
|
|
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|
4.1
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Form of Subscription Agreement entered into with investors in private
placement completed from October 2006 to January 2007 (incorporated by
reference to Exhibit 4.3 to the Companys Form 10-KSB filed December
26, 2006.
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4.2
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Form of Warrant issued to investors in private placement completed
from October 2006 to January 2007 (incorporated by reference to
Exhibit 4.2 to the Companys 10-QSB for the period ended December 31,
2006).
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4.3
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Form of Agents Warrant issued in connection with private placement
completed from October 2006 to January 2007 (incorporated by reference
to Exhibit 4.3 to the Companys 10-QSB for the period ended December
31, 2006).
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.
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32.1
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Section 1350 Certification of Principal Executive Officer.
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32.2
|
|
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Section 1350 Certification of Principal Accounting Officer.
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8
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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Date: March 7, 2008
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/s/ Larry E. Williams
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By Larry E. Williams
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Principal Executive Officer
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/s/ Carl D. Langr
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By Carl D. Langr
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Principal Accounting Officer
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9
Exhibit Index
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|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
31.1
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
|
|
|
|
|
|
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31.2
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.
|
|
|
|
|
|
|
32.1
|
|
|
Section 1350 Certification of Principal Executive Officer.
|
|
|
|
|
|
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32.2
|
|
|
Section 1350 Certification of Principal Accounting Officer.
|
10
Grafico Azioni Ballistic Recovery Systems (CE) (USOTC:BRSI)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Ballistic Recovery Systems (CE) (USOTC:BRSI)
Storico
Da Feb 2024 a Feb 2025