UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1998
Commission File No. 0-25390
SMC CORPORATION
(Exact name of Registrant as specified in its charter)
Oregon 93-0939076
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
30725 Diamond Hill Road
Harrisburg, Oregon 97446
(Address of principal executive offices) (Zip Code)
(541) 995-8214
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
The number of outstanding shares of Common Stock at August 4, 1998: 6,545,349
SMC CORPORATION
INDEX TO FORM 10-Q
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet - December 31, 1997 and
June 30, 1998...................................... 3
Consolidated Statement of Income - Three Months
Ended June 30, 1997 and June 30, 1998.............. 4
Consolidated Statement of Income - Six Months
Ended June 30, 1997 and June 30, 1998.............. 5
Consolidated Statement of Changes in Shareholders'
Equity - Year Ended December 31, 1997 and Six
Months Ended June 30, 1998......................... 6
Consolidated Statement of Cash Flows - Six Months
Ended June 30, 1997 and June 30, 1998.............. 7
Notes to Consolidated Financial Statements......... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 10
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders. 13
Item 5. Other Information................................... 14
Item 6. Exhibits and Reports on Form 8-K.................... 14
Signatures............................................................ 15
Exhibit Index......................................................... 16
2
Part I - Financial Information
Item 1. Financial Statements
SMC Corporation
Consolidated Balance Sheet
(in thousands)
- --------------------------------------------------------------------------------
December 31, June 30,
1997 1998
------------ -------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 103 $ 110
Accounts receivable, net 12,397 13,819
Inventories (Note 2) 23,038 26,144
Prepaid expenses and other 709 1,125
Deferred tax asset 2,834 2,834
------------- -------------
Total current assets 39,081 44,032
Property, plant and equipment, net 18,585 18,176
Intangible assets, net 2,129 2,036
Other assets 47 35
------------- -------------
Total assets $ 59,842 $ 64,279
============= =============
Liabilities and shareholders' equity
Current liabilities:
Notes payable $ 1,695 $ 1,133
Current portion of long-term debt 1,381 1,371
Accounts payable 17,342 17,804
Income taxes payable 405 --
Product warranty liabilities 3,769 3,731
Current portion of capital lease obligation 18 18
Accrued liabilities 4,725 6,936
------------ -------------
Total current liabilities 29,335 30,993
------------ -------------
Long-term debt, net of current portion 5,376 4,754
Capital lease obligation, less current portion 57 50
Deferred income taxes 781 781
------------ -------------
Total liabilities 35,549 36,578
------------ -------------
Shareholders' equity:
Preferred stock, 5,000 shares authorized,
none issued or outstanding -- --
Common stock, 30,000 shares authorized,
6,343 and 6,545 shares issued and outstanding 10,810 12,750
Additional paid-in capital 1,488 1,472
Retained earnings 11,995 13,479
------------ -------------
Total shareholders' equity 24,293 27,701
------------ -------------
Total liabilities and shareholders' equity $ 59,842 $ 64,279
============ =============
The accompanying notes are an integral part of this financial statement.
3
SMC Corporation
Consolidated Statement of Income
(in thousands, except per share amounts)
- --------------------------------------------------------------------------------
Three Months Ended
June 30,
1997 1998
------------ -----------
(unaudited)
Sales $ 48,977 $ 52,324
Cost of sales 43,695 46,455
----------- ------------
Gross profit 5,282 5,869
Selling, general and administrative expenses 4,781 4,283
----------- ------------
Income from operations 501 1,586
Interest expense 202 216
Other income, net 25 7
----------- ------------
Income before provision for taxes 274 1,363
Provision for income taxes 110 525
----------- ------------
Net income $ 164 $ 838
=========== ============
Net income per share - basic $ .02 $ .13
=========== ============
Net income per share - diluted $ .02 $ .13
=========== ============
Weighted average number of shares - basic 6,563 6,545
=========== ============
Weighted average number of shares - diluted 6,563 6,550
=========== ============
The accompanying notes are an integral part of this financial statement.
4
SMC Corporation
Consolidated Statement of Income
(in thousands, except per share amounts)
- --------------------------------------------------------------------------------
Six Months Ended
June 30,
1997 1998
------------ ------------
(unaudited)
Sales $ 99,065 $ 100,129
Cost of sales 87,186 88,254
------------ -------------
Gross profit 11,879 11,875
Selling, general and administrative expenses 9,182 8,881
------------ -------------
Income from operations 2,697 2,994
Interest expense 475 356
Other income, net (36) (169)
------------ -------------
Income before provision for taxes 2,258 2,807
Provision for income taxes 904 1,053
------------ -------------
Net income $ 1,354 $ 1,754
============ =============
Net income per share - basic $ .21 $ .27
============ =============
Net income per share - diluted $ .21 $ .27
============ =============
Weighted average number of shares - basic 6,563 6,493
============ =============
Weighted average number of shares - diluted 6,564 6,529
============ =============
The accompanying notes are an integral part of this financial statement.
5
SMC Corporation
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
(in thousands)
- --------------------------------------------------------------------------------
Common Stock Additional
paid-in Retained
Shares Amount capital earnings Total
------------ ------------ ---------- ------------- -----------
Balance, December 31, 1996 6,563 $ 10,914 $ 1,556 $ 8,524 $ 20,994
Net income -- -- -- 4,246 4,246
Stock repurchase (220) (104) (68) (775) (947)
------- ------------ ---------- ------------- -----------
Balance, December 31, 1997 6,343 10,810 1,488 11,995 24,293
------- ------------ ---------- ------------- -----------
Net income -- -- -- 1,754 1,754
Common stock issued upon exercise 252 1,954 -- -- 1,954
of stock options
Stock repurchase (50) (14) (16) (270) (300)
------- ------------ ---------- ------------- -----------
Balance, June 30, 1998 6,545 $ 12,750 $ 1,472 $ 13,479 $ 27,701
======= ============ ========== ============= ===========
The accompanying notes are an integral part of this financial statement.
6
SMC Corporation
Consolidated Statement of Cash Flows
(in thousands)
- --------------------------------------------------------------------------------
Six Months Ended
June 30,
1997 1998
---------------- --------------
(unaudited)
Cash flows from operating activities:
Net income $ 1,354 $ 1,754
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,040 1,011
Changes in current assets and liabilities:
Accounts receivable 1,194 (1,422)
Inventories (260) (3,106)
Prepaid expenses and other (389) (416)
Other assets 30 12
Accounts payable 1,820 462
Income taxes payable (1,365) (405)
Accrued liabilities and other obligations 1,587 2,173
---------------- --------------
Net cash provided by operating activities 5,011 63
---------------- --------------
Cash flows from investing activities:
Capital expenditures (2,035) (509)
Other (195) -
---------------- --------------
Net cash used in investing activities (2,230) (509)
---------------- --------------
Cash flows from financing activities:
Net repayments on notes payable (1,899) (562)
Proceeds from issuance of long-term debt 174 --
Repayments of long-term debt (1,014) (632)
Principal payments on capital lease obligation (8) (7)
Proceeds from issuance of common stock -- 1,954
Repurchase of common stock -- (30)
---------------- --------------
Net cash (used in) provided by financing activities (2,747) 453
---------------- --------------
Net increase in cash and cash equivalents 34 7
Cash and cash equivalents, beginning of period 316 103
---------------- --------------
Cash and cash equivalents, end of period $ 350 $ 110
================ ==============
The accompanying notes are an integral part of this financial statement.
7
SMC Corporation
Form 10-Q
For the Second Quarter Ended June 30, 1998 (unaudited)
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Basis of Presentation of Interim Period Statements
The accompanying financial statements are unaudited and have been prepared
by SMC Corporation (the "Company") pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures typically included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion
of management, the financial statements include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of
the results for the interim periods reported. The financial statements
should be read in conjunction with the audited financial statements and
notes thereto included in the 1997 Annual Report on Form 10-K filed with
the Securities and Exchange Commission. The results of operations for an
interim period are not necessarily indicative of the results of operations
for a full year.
2. Inventories
Inventories by major classification are as follows (in thousands):
December 31, June 30,
1997 1998
-------------- -------------
Raw materials $ 11,418 $ 13,301
Work-in-progress 9,581 7,745
Finished goods 2,039 5,098
-------------- -------------
Total $ 23,038 $ 26,144
============== =============
3. Earnings Per Share
The Company adopted FASB Statement 128, "Earnings Per Share," in the fourth
quarter of 1997. FASB 128 requires dual presentation of basic and diluted
EPS. Previously, the Company had presented primary EPS. Diluted EPS is
calculated by dividing net income by the total of the weighted average
actual shares outstanding for each period plus the number of shares
calculated as having dilutive impact, if any, related to the stock options
under the Company's Stock Incentive Plan, and the warrants issued in
conjunction with the Company's initial public offering. Previously reported
amounts for primary EPS are the same as the diluted EPS amounts now
reported. Basic EPS is computed by dividing the net income by the weighted
average actual shares outstanding for each period presented with no
consideration as to the dilutive impact of the Company's outstanding stock
options or warrants.
8
SMC Corporation
Form 10-Q
For the Second Quarter Ended June 30, 1998 (unaudited)
Notes to Financial Statements
- --------------------------------------------------------------------------------
4. Related Party Transactions
During the three-month and six-month periods ended June 30, 1997 and 1998,
the Company had sales of $7.5 million and $11.0 million and $7.3 million
and $14.2 million, respectively, to a dealership that is owned by parties
related to an officer of the Company.
5. Comprehensive Income
In June 1997, Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards, No. 130, "Reporting
Comprehensive Income." The Company has adopted the standard as of January
1, 1998. Total comprehensive income for the three-month and six-month
periods ended June 30, 1997 and 1998 was net income of $164,000 and $1.4
million and $838,000 and $1.8 million, respectively.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, selected
consolidated statement of income data, expressed as a percentage of sales, and
the percentage change in such data from the comparable prior period.
Three months ended Six months ended
June 30, Percentage change June 30, Percentage change
1997 1998 in dollar amounts 1997 1998 in dollar amounts
--------- -------- ----------------- -------- -------- -----------------
Sales.............................. 100.0% 100.0% 6.8% 100.0% 100.0% 1.1%
Cost of sales...................... 89.2 88.8 6.3 88.0 88.1 1.2
-------- ------- -------- -------
Gross profit....................... 10.8 11.2 11.1 12.0 11.9 --
Selling, general and
administrative expenses.......... 9.8 8.2 (10.4) 9.3 8.9 (3.3)
-------- ------- -------- -------
Income from operations............. 1.0 3.0 216.6 2.7 3.0 11.0
Interest expense................... .4 .4 6.9 .5 .4 (25.1)
Other expense (income)............. .1 -- 72.0 (.1) (.2) 369.4
-------- ------- -------- -------
Pretax income...................... .5 2.6 397.4 2.3 2.8 24.3
Provision for income taxes......... .2 1.0 77.3 .9 1.0 16.4
-------- ------- -------- -------
Net income......................... .3% 1.6% 411.0 1.4% 1.8% 29.5
======== ======= ======== =======
Sales increased 6.8% to $52.3 million for the second quarter of 1998 from
$49.0 million for the comparable period in 1997. The Company had a decrease in
unit sales of 9.2%, from 444 units in 1997 to 403 units in 1998. For the six
months ended June 30, 1998, sales increased 1.1% to $100.1 million from $99.1
million for the comparable period in 1997. For the six-month period, unit sales
decreased to 784 units, down 12.1% from 892 units sold in the same period in
1997. Lower unit sales in both periods were the result of lower than expected
sales during the winter show season, which also impacted replenishment order
sales after the winter show season in the second quarter. Total sales dollars
increased in both time periods due to a shift in sales mix toward the Company's
higher priced models in the second quarter.
Gross profit margin for the quarter ended June 30, 1998 increased 11.1% to
$5.9 million from $5.3 million in the comparable period in 1997, and increased
as a percentage of sales from 10.8% to 11.2%. The higher margin performance was
caused by the shift in sales mix towards the Company's higher priced models. For
the six months ended June 30, 1998, gross profit margin remained stable at $11.9
million, and decreased as a percentage of sales from 12.0% to 11.9%.
Selling, general, and administrative expenses decreased 10.4% to $4.3
million for the quarter ended June 30, 1998 from $4.8 million for the comparable
period of 1997. For the six-month period ended June 30, 1998, selling, general,
and administrative costs decreased 3.3% to $8.9 million from $9.2 million for
the same period in 1997.
10
Given the factors affecting gross margin and selling, general and
administrative expenses, operating income increased 216.6% to $1.6 million for
the second quarter of 1998 from $500,000 in the comparable period of 1997.
Operating income increased 11.0% to $3.0 million for the six months ended June
30, 1998 from $2.7 million for the comparable period in 1997.
Interest expense increased 6.9% to $216,000 for the second quarter of 1998
from $202,000 in the comparable period of 1997. Interest expense decreased 25.1%
to $356,000 for the six-month period ended June 30, 1998 from $475,000 for the
comparable period in 1997 as a result of lower overall debt outstanding given
lower working capital needs and payoff of term debt.
For the second quarter of 1998, the effective tax rate was 38.5%, resulting
in an income tax provision of $525,000. For the second quarter of 1997, the
Company's income tax provision was $110,000, at an effective rate of 40.1%. For
the six-month period ended June 30, 1998, the effective tax rate was 37.5%,
resulting in an income tax provision of $1.1 million. For the six-month period
ended June 30, 1997, the effective tax rate was 40.0%, resulting in an income
tax provision of $904,000. The decrease in effective rate in 1998 for both
periods is due to the benefit of energy tax credits available to the Company.
Net income after tax for the second quarter of 1998 was $838,000, up 411.0%
from 1997's second-quarter net income of $164,000. Net income after tax was $1.8
million for the six months ended June 30, 1998, up 29.5% from $1.4 million in
1997.
The Company's revenues historically have been subject to some seasonal
fluctuation. Demand for high-line motor coaches tends to increase with the
beginning of the new model year, which occurs during the Company's third quarter
ending September 30.
Liquidity and Capital Resources
During the first six months of 1998, SMC generated $63,000 in cash from
operations while its working capital position increased from $9.8 million at
December 31, 1997 to $13.0 million at June 30, 1998 (including cash and cash
equivalents of $110,000). Cash generated from operations during the first half
of 1998 was used to finance capital expenditures of approximately $509,000, to
pay down the line of credit facility by approximately $562,000, and to service
term debt payments of approximately $632,000.
The Company anticipates that its aggregate capital expenditures for 1998
will be approximately $2.0 million. The Company plans to use cash generated from
operations and issuance of long-term debt to fund these expenditures.
The Company has lines of credit of $10.0 million ($8.9 million of which is
available at June 30, 1998), plus an additional $4.0 million equipment financing
line of credit, all of which was available at June 30, 1998. Amounts outstanding
under these lines of credit bear interest at prime (8.5% at June 30, 1998) and
are secured by all assets not specifically identified in other
11
financing obligations. The terms of the revolving credit and equipment financing
agreements require compliance with certain financial covenants and other
covenants which provide that the Company receive consent from the lender to
declare or pay dividends in cash, stock or other property. The covenants also
include restrictions relating to (1) mergers, consolidations and sale of assets,
(2) guarantees by the Company of debts or obligations of other persons or
entities, and (3) acquisition of the Company's own stock. The Company does not
believe any of these covenants will have a material impact on the Company's
ability to meet its cash obligations. The Company was in compliance with all
covenants and agreements at June 30, 1998.
Most dealer purchases of motor coaches from the Company are financed under
flooring financing arrangements between the dealer and a bank or finance
company. Under these flooring arrangements, the financing institution lends the
dealer all or substantially all of the wholesale purchase price of a motor coach
and retains a security interest in the coach purchased. These financing
arrangements provide that, for a period of time after a coach is financed
(generally 12 to 18 months), if the dealer defaults on its payment or other
obligations to the lender, the Company is obligated to repurchase the dealer's
inventory for the amount then due from the dealer plus, in certain
circumstances, costs incurred by the lender in connection with repossession of
the inventory. The repurchase price may be more than the resale value of the
coach. The Company's contingent liability under its repurchase obligations
varies from time to time. As of June 30, 1998, the Company estimates its total
contingent liability under repurchase obligations was approximately $88.0
million. To date, losses incurred by the Company pursuant to repurchase
obligations have not been material. The Company cannot predict with certainty
its future losses, if any, pursuant to repurchase obligations, and these amounts
may vary materially from the expenditures historically made by the Company.
Furthermore, even in circumstances where losses in connection with repurchase
obligations are not material, a repurchase obligation can represent a
significant cash requirement for the Company.
Year 2000 Issue
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have date sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. To be in "Year 2000 compliance" a computer
program must be written using four digits to define years. As a result, in less
than two years, computer systems and/or software used by many companies may need
to be upgraded to comply with such "Year 2000" requirements.
The Company is implementing software and hardware to upgrade the Company's
management information systems at all its locations. The Company expects to
spend approximately $100,000 in 1998 to complete these upgrades.
The Company has also begun evaluating significant suppliers, financial
institutions and customers to determine the extent to which the Company is
vulnerable to those parties failing to remediate their own Year 2000 issues.
While the Company expects that the Year 2000 will not pose significant
operational problems, delays in the implementation of the new information
12
systems, or a failure of its vendors, customers or financial institutions to
become Year 2000 compliant, could have a material adverse effect on the
Company's business, financial condition and results of operations.
13
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
On May 14, 1998 at the Company's Annual Meeting of shareholders, the
holders of the Company's outstanding Common Stock took the actions described
below. As of the record date for the Annual Meeting, 6,545,349 shares of Common
Stock were eligible to vote on the matters presented.
1. The shareholders elected each of Mathew M. Perlot, Curtis W. Lawler,
Connie M. Perlot, Jim L. Traughber, Lawrence S. Black, Milton L. Ray, and Jay L.
Howard, by the votes indicated below, to serve on the Company's Board of
Directors for the ensuing year:
Shares Against
Shares in Favor or Withheld Abstentions
Mathew M. Perlot 6,198,701 10,350 0
Curtis W. Lawler 6,199,601 9,450 0
Connie M. Perlot 6,195,451 13,600 0
Jim L. Traughber 6,198,701 10,350 0
Lawrence S. Black 6,198,901 10,150 0
Milton L. Ray 6,199,101 9,950 0
Jay L. Howard 6,195,951 13,100 0
Total Shares Eligible 6,545,349
Total Shares Present 6,209,051
Item 5. Other Information
In accordance with amendments adopted on May 21, 1998 to Rule 14a-4 under
the Securities Exchange Act of 1934, if notice of a shareholder proposal to be
raised at the annual meeting of shareholders is received at the principal
executive offices of the Company after February 27, 1999 (45 days prior to the
date in 1999 corresponding to the date on which the Company mailed its proxy
materials for the 1998 annual meeting), proxy voting on that proposal when and
if raised at the 1999 annual meeting will be subject to the discretionary voting
authority of the designated proxy holders. Any shareholder proposal to be
considered for inclusion in proxy materials for the Company's 1999 annual
meeting must be received at the principal executive offices of the Company no
later than December 13, 1998.
14
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement of Calculation of Average Common Shares Outstanding
27 Financial Data Schedule
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed by the Registrant during the
quarter ended June 30, 1998.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SMC CORPORATION
Date: August 14, 1998 By: JAY L. HOWARD
--------------------------------------
Jay L. Howard
President, SMC Corporation
JOHN L. VARNER
--------------------------------------
John L. Varner
Chief Financial Officer,
SMC Corporation
16
Exhibit Index
Exhibit
No. Description
- ------- -----------
11 Statement of Calculation of Average
Common Shares Outstanding
27 Financial Data Schedule
17