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 October 2, 1999
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.)
20545 Murray Road
Bend, Oregon 97701
(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 November 4, 1999: 5,780,599
SMC CORPORATION
INDEX TO FORM 10-Q
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet - December 31, 1998 and
October 2, 1999............................................... 3
Consolidated Statement of Operations - Three Months
Ended September 30, 1998 and October 2, 1999.................. 4
Consolidated Statement of Operations - Nine Months
Ended September 30, 1998 and October 2, 1999.................. 5
Consolidated Statement of Changes in Shareholders'
Equity - Year Ended December 31, 1998 and Nine
Months Ended October 2, 1999.................................. 6
Consolidated Statement of Cash Flows - Nine Months
Ended September 30, 1998 and October 2, 1999.................. 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 .......... 14
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, October 2,
1998 1999
----------- -----------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,310 $ 208
Accounts receivable, net 12,857 6,380
Inventories (Note 2) 26,715 47,967
Prepaid expenses and other 530 416
Prepaid taxes 897 280
Deferred tax asset 3,144 3,144
----------- -----------
Total current assets 45,453 58,395
Property, plant and equipment, net 20,551 13,949
Intangible assets, net 1,942 1,802
Other assets 74 51
----------- -----------
Total assets $ 68,020 $ 74,197
=========== ===========
Liabilities and shareholders' equity Current liabilities:
Notes payable $ -- $ 7,334
Current portion of long-term debt 953 357
Accounts payable 24,789 23,280
Product warranty liabilities 3,766 3,776
Current portion of capital lease obligation 19 19
Accrued liabilities 6,965 7,053
----------- -----------
Total current liabilities 36,492 41,819
Long-term debt, net of current portion 7,353 8,699
Capital lease obligation, less current portion 38 24
Deferred income taxes 928 928
----------- -----------
Total liabilities 44,811 51,470
----------- -----------
Shareholders' equity:
Preferred stock, 5,000 shares authorized, none issued or outstanding -- --
Common stock, 30,000 shares authorized, 5,890 and 5,780 shares issued 9,604 9,033
and outstanding
Additional paid-in capital 1,472 1,472
Retained earnings 12,133 12,222
----------- -----------
Total shareholders' equity 23,209 22,727
----------- -----------
Total liabilities and shareholders' equity $ 68,020 $ 74,197
=========== ===========
The accompanying notes are an integral part of this
financial statement.
3
SMC Corporation
Consolidated Statement of Operations (unaudited)
(in thousands, except per share amounts)
- ----------------------------------------------------------------------------------------------
Three Months Ended
September 30, October 2,
1998 1999
------------ ------------
Sales $ 50,276 $ 46,711
Cost of sales 47,483 41,699
------------ ------------
Gross profit 2,793 5,012
Selling, general and administrative expenses 4,796 4,513
Litigation and settlement costs 1,599 705
------------ ------------
Loss from operations (3,319) (489)
Interest expense 196 416
Other income (loss), net 505 (1,122)
------------ ------------
(Loss) income before provision for taxes (4,020) 217
Income tax (benefit) expense (1,538) 87
------------ ------------
Net (loss) income $ (2,482) $ 130
============ ============
Net (loss) income per share - basic $ (0.38) $ 0.02
============ ============
Net (loss) income per share - diluted $ (0.38) $ 0.02
============ ============
Weighted average number of shares - basic 6,499 5,839
============ ============
Weighted average number of shares - diluted 6,499 5,841
============ ============
The accompanying notes are an integral part of this
financial statement.
4
SMC Corporation
Consolidated Statement of Operations (unaudited)
(in thousands, except per share amounts)
- ----------------------------------------------------------------------------------------------
Nine Months Ended
September 30, October 2,
1998 1999
------------ ------------
Sales $ 150,406 $ 157,327
Cost of sales 135,738 141,962
------------ ------------
Gross profit 14,668 15,365
Selling, general and administrative expenses 12,984 13,593
Litigation and settlement costs 2,254 1,981
------------ ------------
Loss from operations (570) (209)
Interest expense 552 1,060
Other income (loss), net 91 (1,417)
------------ ------------
(Loss) income before provision for taxes (1,213) 148
Income tax (benefit) expense (486) 59
------------ ------------
Net (loss) income $ (727) $ 89
============ ============
Net (loss) income per share - basic $ (0.11) $ 0.02
============ ============
Net (loss) income per share - diluted $ (0.11) $ 0.02
============ ============
Weighted average number of shares - basic 6,495 5,839
============ ============
Weighted average number of shares - diluted 6,519 5,841
============ ============
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, 1997 6,343 $ 10,810 $ 1,488 $ 11,995 $ 24,293
Net income -- -- -- 409 409
Common stock issued upon exercise
of common stock options 252 1,954 -- -- 1,954
Stock repurchase (705) (3,160) (16) (271) (3,447)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1998 5,890 9,604 1,472 12,133 23,209
---------- ---------- ---------- ---------- ----------
Net income -- -- -- 89 89
Stock repurchase (110) (571) -- -- (571)
---------- ---------- ---------- ---------- ----------
Balance, October 2, 1999 5,780 9,033 1,472 12,222 22,727
========== ========== ========== ========== ==========
The accompanying notes are an integral part of this
financial statement.
6
SMC Corporation
Consolidated Statement of Cash Flows (unaudited)
(in thousands)
- ------------------------------------------------------------------------------------------------------------
Nine Months Ended
September 30, October 2,
1998 1999
------------ ------------
Cash flows from operating activities:
Net (loss) income $ (727) $ 89
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Gain on asset disposition -- (1,340)
Depreciation and amortization 1,565 1,679
Changes in current assets and liabilities:
Accounts receivable 1,491 6,477
Inventories (7,922) (21,252)
Prepaid expenses and other (1,640) 731
Other assets 18 23
Accounts payable 7,720 (1,508)
Income taxes payable (405) (6)
Accrued liabilities and other obligations 668 104
------------ ------------
Net cash provided (used in) by operating activities 768 (15,003)
------------ ------------
Cash flows from investing activities:
Capital expenditures (774) (440)
Lease abatement -- 1,104
Proceeds from sale of equipment 33 5,738
------------ ------------
Net cash (used in) provided by investing activities (741) 6,402
------------ ------------
Cash flows from financing activities:
Net borrowings on notes payable 347 7,334
(Repayments) proceeds from long-term debt (969) 750
Principal payments on capital lease obligation (13) (14)
Proceeds from issuance of common stock 1,954 --
Repurchase of common stock (1,106) (571)
------------ ------------
Net cash provided by financing activities 213 7,499
------------ ------------
Net increase (decrease) in cash and cash equivalents 240 (1,102)
Cash and cash equivalents, beginning of period 103 1,310
------------ ------------
Cash and cash equivalents, end of period $ 343 $ 208
============ ============
The accompanying notes are an integral part of this
financial statement.
7
SMC Corporation
Form 10-Q
For the Third Quarter Ended October 2, 1999 (unaudited)
Notes to Consolidated 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 1998 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, October 2,
1998 1999
------------ ------------
Raw materials $ 14,982 $ 15,337
Work-in-progress 8,527 12,186
Finished goods 3,206 20,444
------------ ------------
Total $ 26,715 $ 47,967
============ ============
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
4. Related Party Transactions
During the three month and nine month periods ended October 2, 1999, the
Company purchased electronic parts for a total amount of $216,000 and
$683,000, respectively, from a supplier company that is owned by a principal
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 nine-month periods
ended September 30, 1998 and October 2, 1999 was net income (loss) of ($2.5
million) and $130,000 and net income (losses) of ($727,000) and $89,000,
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 Nine months ended
September 30, October 2, Percentage change September 30, October 2, Percentage change
1998 1999 in dollar amounts 1998 1999 in dollar amounts
------------ ----------- ----------------- ------------ ----------- -----------------
Sales 100.0% 100.0% (7.1)% 100.0% 100.0% 4.6%
--------- --------- --------- ---------
Cost of sales 94.4 89.3 (12.2) 90.2 90.2 4.6
--------- --------- --------- ---------
Gross profit 5.6 10.7 79.0 9.8 9.8 4.8
Selling, general and
administrative expenses 9.0 10.3 6.3 8.6 8.6 4.7
Litigation and
settlement costs 3.2 1.5 (55.9) 1.5 1.3 (12.1)
--------- --------- --------- ---------
Income (loss)from operations (6.6) (1.1) (85.3) (0.4) (0.1) (63.3)
Interest expense 0.4 0.9 112.2 0.4 0.7 92.0
Other expense (income) 1.0 (2.4) (322.2) (0.1) (0.9) (1657.1)
--------- --------- --------- ---------
Pretax income (loss) (8.0) .4 (105.4) (0.8) 0.1 (112.2)
Income tax expense (benefit) (3.1) .2 (105.7) (0.3) 0.0 (112.2)
--------- --------- --------- ---------
Net income (4.9)% .2% (105.2)% (0.5)% 0.1% (112.2)%
========= ========= ========= =========
Sales decreased 7.1% to $46.7 million for the third quarter of 1999 from
$50.3 million for the comparable period in 1998. For the nine months ended
October 2, 1999, sales increased 4.6% to $157.3 million from $150.4 million for
the comparable period in 1998. Sales were lower in July and August, but
rebounded in September. The primary reason sales declined during the third
quarter was a decline in sales at the retail level late in the second quarter
and continuing into the first half of the third quarter. The Company believes
that industry retail sales for all high end luxury coaches declined during this
same period. Retail sales recovered in August and September and the Company's
sales in September 1999 were higher than in September 1998.
Gross profit margin for the quarter ended October 2, 1999 increased 79.0%
to $5.0 million from $2.8 million in the comparable period in 1998, and
increased as a percentage of sales from 5.6% to 10.7%. The higher margin
performance was the result of improvements in operations made primarily at the
Safari facility.
Selling, general, and administrative expenses increased 6.3% to $4.8
million for the quarter ended October 2, 1999 from $4.5 million for the
comparable period of 1998. For the
10
nine-month period ended October 2, 1999, selling, general, and administrative
costs increased 4.7% to $13.6 million from $12.9 million for the same period in
1998. Selling costs have increased in both the quarterly and nine month
comparisons primarily due to higher costs associated with shows, dealer
incentives, and promotional materials. There were additional marketing costs
with the introduction of the Company's newest model, the Solitaire. Improvements
in administrative costs have continued and are reflected in significantly lower
staffing costs.
Litigation and settlement costs decreased 55.9% to $705,000 for the third
quarter of 1999 from $1.6 million in the comparable period of 1998. Litigation
and settlement costs decreased 12.1% to $2.0 million for the nine month period
ended October 2, 1999 from $2.3 million for a comparable period in 1998.
Given the factors affecting gross margin and selling, general and
administrative expenses, and settlement and litigation expenses, operating
results increased, comparing a loss of $489,000 for the third quarter of 1999
from a loss of $3.3 million in the comparable period of 1998. An operating loss
of $209,000 for the nine months ended October 2, 1999 reflects a 63.3%
improvement compared to the operating loss of $570,000 for the comparable period
in 1998.
Interest expense increased 112.2% to $416,000 for the third quarter of 1999
from $196,000 in the comparable period of 1998. Interest expense increased 92.0%
to $1.1 million for the nine-month period ended October 2, 1999 from $552,000
for the comparable period in 1998. Interest expense has increased due to
increased borrowings for the Florida service center, the stock repurchase
program, and the operating credit line which was significantly higher due to
increased inventories.
Net income after tax for the third quarter of 1999 was $130,000, an
increase from 1998's third-quarter net loss of $2.5 million. Net income after
tax was $89,000 for the nine months ended October 2, 1999, an increase from the
net loss of $727,000 in 1998.
Liquidity and Capital Resources
During the nine months ended October 2, 1999, SMC generated a negative cash
flow from operations of $15.0 million, while its working capital increased from
$6.4 million at September 30, 1998 to $16.6 million at October 2, 1999
(excluding cash and cash equivalents of $343,000 and of $208,000, respectively).
The change in working capital is largely the result of the $17 million increase
in finished goods inventory. The Company has commenced a very aggressive
marketing campaign to reduce its finished goods inventory to more historical
levels by year end. The Company expects this campaign to move these inventories
without a significant margin reduction. The Company has also repositioned some
of its finished goods with certain dealers and provided an incentive program to
profitably sell these units.
The Company anticipates that its aggregate capital expenditures for 1999
will be approximately $3.6 million. The Company plans to use cash generated from
operations,
11
borrowings under its credit arrangements, and long term lease obligations to
fund these expenditures.
The Company has an operating line of credit of $10 million, a real estate
line of credit of $10.2 million and a $4.0 million equipment financing line of
credit. As of October 2, 1999, $2.6 million was available on the operating line
of credit and $2.5 million was available on the real estate line of credit. The
full amount of $4.0 million was available on the equipment financing line of
credit. Of the amounts outstanding on these three lines of credit, $10.7 million
is at the LIBOR based interest rate of 7.446% and the remaining amounts are at
the prime rate of 8.25%. These amounts are secured by all assets not
specifically identified in other financing obligations. The terms of the
revolving credit and equipment financing agreements require compliance with
certain financial covenants and other covenants. 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 October 2, 1999.
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 October 2, 1999, the Company estimates its total
contingent liability under repurchase obligations was approximately $97.2
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.
12
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 computer
systems and/or software used by many companies may need to be upgraded to comply
with such "Year 2000" requirements.
The Company has completed its evaluation of both information technology
systems ("IT") and non-IT systems to determine Year 2000 compliance. Non-IT
systems typically include embedded technology such as microcontrollers.
For most of the Company's IT systems, Year 2000 compliance issues have been
identified and a remediation plan has been developed. Many of the Company's IT
systems have been made Year 2000-compliant or require insignificant costs to
become Year 2000 compliant. The Company estimates its costs for software and
hardware upgrades to its systems to total approximately $80,000. The Company
spent approximately $40,000 for the year ended December 31, 1998 for system
upgrades to make its primary IT system Year-2000 compliant. During the three
months ended October 2, 1999, the Company spent or committed to spend an
additional $20,000.
Additionally, the Company is evaluating the readiness of its 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. To date, the Company has not received notice of or become aware of
a material Year 2000 deficiency by a significant vendor, financial institution,
or customer.
At this time, the Company believes total costs incurred in responding to
other parties' Year 2000 computer system deficiencies, together with the cost of
any required modifications to the Company's internal systems, will not have a
material impact on the Company's results of operations or financial condition.
While the Company expects that the Year 2000 will not pose significant
operational problems, delays in the installation of the new systems or upgrades
to existing 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. To
date, all critical systems that have been tested have performed adequately. The
remaining critical systems are being tested and the Company expects no adverse
impact.
13
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
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 October 2, 1999.
14
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: November 17, 1999 By: WILLIAM L. RICH
-------------------------------------
William L. Rich
Chief Financial Officer,
SMC Corporation
15
Exhibit Index
Exhibit
No. Description
- ------- -----------
11 Statement of Calculation of Average
Common Shares Outstanding
27 Financial Data Schedule