U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended July 1, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from _________ to _________
Commission File Number
1-13628
INTELLIGENT CONTROLS, INC.
(Exact name of small business issuer as specified in its charter)
Maine 01-0354107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
74 Industrial Park Road, Saco, Maine 04072
(Address of principal executive offices)
(207) 283-0156
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
There were 4,739,399 shares of Common Stock of the issuer outstanding as of
June 30, 2000.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I
ITEM 1. FINANCIAL STATEMENTS
Unaudited financial statements of the Intelligent Controls, Inc. (the
"Company" or "INCON") appear after the signature page hereto, and are
incorporated herein by reference. These financial statements include all
adjustments that, in the opinion of management, are necessary in order to
make the financial statements not misleading.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations for Six Months Ended July 1, 2000:
For the six months ended July 1, 2000, sales decreased 37% to $4,777,818
compared to sales of $7,641,489 in the first six months of 1999. The
decrease in revenue was caused by lower sales of the Company's Fuel
Management Systems (FMS) products, offset by increased sales of the
Company's power utility/predictive maintenance products.
Sales of FMS products decreased 48% to $3,505,458 for the first half of
2000, compared to sales of $6,796,272 during the first half of 1999. The
decrease reflects an industry-wide slowdown in petroleum equipment purchases
by gasoline retailers. Sales for the first quarter of 1999 were very strong
following record new orders during the second half of 1998. This late 1998
activity was spurred by increased demand from customers seeking to install
automatic leak detection systems to meet the EPA-mandated December 22, 1998
compliance deadline. Current sales level are more reflective of the
business levels which existed prior to the compliance driven market of late
1997 through early 1999. The Company believes that demand has been
depressed further by high gasoline prices that have negatively affected
margins and created uncertainty at the retail operator level.
Sales of power utility/predictive maintenance instruments increased 51% to
$1,272,360 for the first half of 2000, as compared to sales of $845,217 for
the first half of 1999. A $150,000 sale to one customer in the first quarter
of 2000 contributed to this growth. The Company believes that electrical
deregulation and growth in electricity demand have encouraged power
utilities to invest in remote monitoring of their power transmission and
distribution infrastructure, resulting in increased demand for the Company's
circuit breaker monitors and load tap position indication products.
Gross margins declined to 49% in the first six months of 2000 as compared to
54% for the same period in 1999. The decline in gross margin was primarily
due to the reduction in sales volume resulting in production inefficiencies,
despite continued reductions in overall manufacturing expenses.
Operating expenses decreased 22%, or approximately $680,000, in the first
six months of 2000 as compared to the same period in 1999. A 41% decrease
in sales commission expense due to reduced sales volume, as well as a 31%
decline in administrative and sales/marketing expenses contributed to the
overall reduction. The Company continues to invest in new product
development in order to broaden its product offerings and expand sales of
similar technologies into new applications and industrial markets. Spending
on research and development was 18% higher in the first half of 2000 than in
the first half of 1999.
Net income decreased from $714,906 in the first half of 1999, to $57,140 for
the same period of 2000. The decrease was primarily due to decreased sales
volumes and lower gross margin contribution. Reductions in SG & A and
manufacturing expenses enabled the Company to remain profitable despite
declining sales. The Company also continues to have low debt and
significant interest income from its strong cash balance, which contributed
approximately $134,000 to pretax profits.
Liquidity and Capital Resources at July 1, 2000:
As of July 1, 2000 the Company had $5,018,918 in cash and 100% availability
on its $3,500,000 line of credit. The Company expects that current
resources will be sufficient to finance the Company's operating needs for at
least the next 12 months.
Year 2000 Issues
Year 2000 (Y2K) issues arise from the inability of some computer-based
systems to properly recognize and process dates after December 31, 1999. The
Company has not has not incurred any additional expense for Y2K compliance
in the first half of 2000, and does not expect to incur any material Y2K-
related expense in the future.
Forward-Looking Statements
The "Management's Discussion and Analysis" section of this report contains
forward-looking statements, as defined in Section 21E of the Securities
Exchange Act of 1934. Examples of such statements in this report include
those relating to market demand and trends regarding FMS and power
utility/predictive maintenance products, future adequacy of the Company's
capital resources, and expected costs of Y2K compliance efforts. The
Company cautions investors that numerous factors could cause actual results
and business conditions to differ materially from those reflected in such
forward-looking statements including, but not limited to, the following:
unanticipated shifts in market demand for FMS products or power
utility/predictive maintenance products, owing to competition, regulatory
changes, or changes in the general economic conditions; competitive
pressures on sales margins for INCON products; unanticipated warranty costs
from existing products or newly introduced products; unexpected costs
associated with Y2K issues; and risks attendant to expansion of the
Company's business through increased investment in product development,
increased marketing and sales efforts, and future acquisitions.
PART II
ITEM 4. SUBBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held June 2, 2000. At the meeting
the following matters were voted upon by shareholders. All matters were
approved as indicated:
1. To fix the number of directors at five and to re-elect Alan Lukas,
George E. Hissong, Paul F. Walsh, Charles D. Yie, and Roger E. Brooks to the
Board of Directors.
Withheld
Authority
For For Total
--- --------- -----
Alan Lukas 4,258,596 1,393 4,259,989
George E. Hissong 4,258,596 1,393 4,259,989
Paul F. Walsh 4,258,596 1,393 4,259,989
Charles D. Yie 4,258,596 1,393 4,259,989
Roger E. Brooks 4,258,496 1,493 4,259,989
2. To ratify the re-appointment of PricewaterhouseCoopers, LLP as
independent accountants to the Company for the fiscal year ending December
31, 2000.
For Against Abstain Broker non-vote
--- ------- ------- ---------------
4,256,050 739 3,200 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
An index of the exhibits filed with this report appears below, and is
incorporated herein by reference. No reports on Form 8-K were filed during
the prior fiscal quarter.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTELLIGENT CONTROLS, INC.
Date: July 28, 2000 By: /s/ Andrew B. Clement
Andrew B. Clement, Controller
(on behalf of the Company and as
principal financial officer)
INTELLIGENT CONTROLS, INC.
BALANCE SHEETS
As of July 1, 2000 and December 31, 1999
ASSETS
(unaudited)
2000 1999
----------- ----
Current Assets:
Cash and cash equivalents $5,018,918 $4,980,805
Accounts receivable, net of allowances of
$150,000 in 2000 and $105,000 in 1999 1,342,194 1,488,414
Inventories (Note 4) 1,212,852 1,054,625
Prepaid expenses and other current assets 57,782 89,976
Income taxes receivable 64,148 105,292
Deferred income taxes 209,799 209,799
--------------------------
Total current assets 7,905,693 7,928,911
Property and equipment, net (Note 3) 664,801 753,604
Other assets 37,707 36,033
--------------------------
Total assets $8,608,201 $8,718,548
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income taxes payable
Accounts payable $ 511,542 $ 461,560
Accrued expenses 448,391 585,424
Current portion of long-term debt 92,971 160,872
--------------------------
Total current liabilities 1,052,904 1,207,856
Long-term debt, net of current portion 12,535
Deferred income taxes 49,709 49,709
Commitments
Stockholders' equity:
Common stock, no par value; 8,000,000 shares
authorized 5,061,123 shares issued at
July 1, 2000 and at December 31, 1999 7,627,871 7,585,534
Retained earnings 1,994,414 1,937,274
Receivable from stockholder (1,506,041) (1,463,704)
Treasury stock, 321,724 shares at
July 1, 2000 and at December 31, 1999 (610,656) (610,656)
--------------------------
Total stockholders' equity 7,505,588 7,448,448
--------------------------
Total liabilities and stockholders'
equity $8,608,201 $8,718,548
==========================
The accompanying notes are an integral part of the financial statements
F-1
INTELLIGENT CONTROLS, INC.
STATEMENTS OF INCOME (unaudited)
Three Months Ended Six Months Ended
------------------------ ------------------------
July 1 June 26 July 1 June 26
2000 1999 2000 1999
------ ------- ------ -------
Net sales $2,279,502 $3,232,426 $4,777,818 $7,641,489
Cost of sales 1,162,663 1,566,587 2,429,552 3,514,029
----------------------------------------------------
Gross profit 1,116,839 1,665,839 2,348,266 4,127,460
Operating expenses:
Selling, general and administrative 824,796 1,104,595 1,719,114 2,495,755
Research and development 300,875 265,956 629,764 532,757
----------------------------------------------------
1,125,671 1,370,551 2,348,878 3,028,512
----------------------------------------------------
Operating (loss) income (8,832) 295,288 (612) 1,098,948
Other income (expense)
Interest income 75,615 78,900 134,215 144,010
Other (expense) (20,046) (23,239) (38,463) (49,952)
----------------------------------------------------
55,569 55,661 95,752 94,058
----------------------------------------------------
Income before income tax expense 46,737 350,949 95,140 1,193,006
Income tax expense 18,500 141,100 38,000 478,100
----------------------------------------------------
Net income $ 28,237 $ 209,849 $ 57,140 $ 714,906
====================================================
Net income per share basic (Note 2) $ 0.01 $ 0.04 $ 0.01 $ 0.15
Net income per share diluted (Note 2) $ 0.01 $ 0.04 $ 0.01 $ 0.14
Weighted average common shares
outstanding (Note 2) 4,739,399 4,892,072 4,739,399 4,910,354
====================================================
Weighted average common and common
equivalent shares outstanding
(Note 2) 4,746,133 4,950,493 4,747,474 4,957,252
====================================================
The accompanying notes are an integral part of the financial statements
F-2
INTELLIGENT CONTROLS, INC.
STATEMENTS OF CASH FLOWS (unaudited)
For the Six Month Periods Ended July 1, 2000 and June 26, 1999
2000 1999
---- ----
Cash flows from operating activities:
Net income $ 57,140 $ 714,906
Adjustments to reconcile net income to net cash
(Used) provided by operating activities:
Depreciation and amortization 162,101 141,191
Interest on receivable to stockholder (42,337) (39,764)
Loss on disposal of property plant & equipment
Changes in assets and liabilities:
Accounts receivable, net 146,220 1,157,750
Inventories (158,227) (82,834)
Prepaid expenses and other current assets 32,194 50,429
Income tax receivable 41,144
Income tax payable (41,972)
Accounts payable and accrued expenses (87,051) (707,800)
Other assets (1,674) (2,080)
--------------------------
Net cash provided by operating activities 149,510 1,189,826
--------------------------
Cash flows from investing activities:
Capital expenditures (73,298) (96,035)
--------------------------
Net cash used by investing activities (73,298) (96,035)
--------------------------
Cash flows from financing activities:
Repayment of long-term debt (80,436) (80,436)
Issuance of common stock, net 42,337 454
Acquisition of treasury stock (247,923)
--------------------------
Net cash used by financing activities (38,099) (327,905)
--------------------------
Net increase in cash 38,113 765,886
Cash and cash equivalents at beginning of period 4,980,805 4,202,084
--------------------------
Cash and cash equivalents at end of period $5,018,918 $4,967,970
==========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 6,278 $ 11,784
Income taxes $ 320,000
The accompanying notes are an integral part of the financial statements
F-3
INTELLIGENT CONTROLS, INC.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. General
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not to be
misleading. In the opinion of management, the amounts shown reflect all
adjustments necessary to present fairly the financial position and results
of operations for the periods presented. All such adjustments are of a
normal recurring nature. The year-end balance sheet was derived from
audited financial statements, but does not include all disclosures required
by generally accepted accounting principles.
It is suggested that the financial statements are read in conjunction
with the financial statements and notes thereto included in the Company's
Form 10-KSB for the fiscal year ended December 31, 1999.
2. Earnings Per Common Share
Basic earnings per share of common stock have been determined by
dividing net earnings by the weighted average number of shares of common
stock outstanding during the periods presented. Diluted earnings per share
reflect the potential dilution that would occur if existing stock options
were exercised. Following is a reconciliation of the dual presentations of
earnings per share for the periods presented.
Net Income Common Shares Earnings
(Numerator) (Denominator) Per Share
----------- ------------- ---------
Three Months Ended July 1, 2000
-------------------------------
Basic earnings per share $ 28,237 4,739,399 $0.01
Dilutive potential shares 6,734
---------------------------------------
Diluted earnings per share $ 28,237 4,746,133 $0.01
=======================================
Six Months Ended July 1, 2000
-----------------------------
Basic earnings per share $ 57,140 4,739,399 $0.01
Dilutive potential shares 8,075
---------------------------------------
Diluted earnings per share $ 57,140 4,747,474 $0.01
=======================================
Three Months Ended June 26, 1999
--------------------------------
Basic earnings per share $209,849 4,892,072 $ .04
Dilutive potential shares 58,421
---------------------------------------
Diluted earnings per share $209,849 4,950,493 $ .04
=======================================
Six Months Ended June 26, 1999
------------------------------
Basic earnings per share $714,906 4,910,354 $ .15
Dilutive potential shares 46,898
---------------------------------------
Diluted earnings per share $714,906 4,957,252 $ .14
=======================================
F-4
3. Property and Equipment
Property and equipment at cost as of July 1, 2000 and December 31,
1999 consisted of the following:
(Unaudited)
2000 1999
----------- ----
Leasehold improvements $ 154,344 $ 154,344
Equipment 1,290,320 1,269,015
Computer software 197,368 187,144
Furniture and fixtures 191,636 191,637
Construction in progress 58,131 16,361
--------------------------
1,891,799 1,818,501
Less accumulated depreciation and amortization 1,226,998 1,064,897
--------------------------
$ 664,801 $ 753,604
==========================
4. Inventories
Inventories as of July 1, 2000 and December 31, 1999 consisted of the
following:
(Unaudited)
2000 1999
----------- ----
Raw Material $ 678,171 $ 549,801
Work in Progress 299,480 155,853
Finished Goods 235,201 348,971
--------------------------
$1,212,852 $1,054,625
==========================
5. Legal Proceedings
On April 21, 1999 the Company received notice of the filing of an
action entitled Omega Environmental, Inc. v. INCON International, Inc. in
United States Bankruptcy Court for the Western District of Washington. The
action was brought by Omega Environmental, Inc. for avoidance and recovery
of approximately $60,000 of payments that Omega had made to the Company for
INCON products, as alleged preferential transfers. The Company is contesting
the validity of this claim.
Q&E LLC (a convenience store/retail petroleum operator) has filed suit
against the Company and PEMCO Service Company, Inc. for damages allegedly
arising in connection with a gasoline spill. The damages claimed are
$1,000,000. The Company's insurance carrier has assumed defense of the
claim.
6. New Accounting Pronouncements
In December 1999, the SEC issued Staff Accounting Bulletin No. 101
"SAB 101" "Revenue Recognition in Financial Statements". SAB 101 summarizes
certain of the SEC's views in applying generally accepted accounting
principals to revenue recognition in financial statements. The Company is
required to adopt SAB 101 in the second quarter of 2000. Management does
not expect the adoption of SAB 101 to have a material effect on the
Company's financial condition or results of operations.
F-5
Index to Exhibits
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule