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 September 30, 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
September 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 Nine Months Ended September 30, 2000:
For the nine months ended September 30, 2000, sales decreased 28% to
$7,327,262 compared to sales of $10,225,390 for the same period 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 reliability systems (PRS)/predictive maintenance products.
Sales of FMS products decreased 41% to $5,307,507 for the first nine months
of 2000, compared to sales of $9,041,159 during the first nine months of
1999. The decrease reflects a continued industry-wide slowdown in petroleum
equipment purchases by gasoline retailers. As previously reported, 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 levels are more reflective of the business levels that
existed prior to the compliance-driven market of late 1997 through early
1999. The Company believes that petroleum equipment 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 71% to
$2,019,755 for the first three quarters of 2000, as compared to sales of
$1,184,232 for the same period of 1999. Two orders, totaling $250,000,
shipped to one customer in the first and third quarters 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 51% in the first nine months of 2000 as compared
to 53% for the same period in 1999. The decline in gross margin was
primarily due to production inefficiencies resulting from lower sales. The
negative effect of these production inefficiencies was partially offset by
a 21% overall reduction in manufacturing expenses and a 42% reduction in
warranty scrap.
Operating expenses decreased 18%, or approximately $794,000, in the first
nine months of 2000 as compared to the same period in 1999. A 32% decrease
in sales commission expense due to lower sales volume, a 48% decrease in
warranty service expense resulting from improved product reliability, as
well as a 13% 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 general
industrial markets. Spending on research and development was 6% higher in
the first nine months of 2000 than in the first nine months of 1999.
Net income decreased from $802,884 in the first nine months of 1999, to
$254,117 for the same period of 2000. The decrease was primarily due to
decreased sales volumes and lower gross margin contribution. Reductions in
SG & A, warranty 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 $212,000 to pretax profits.
Liquidity and Capital Resources at September 30, 2000:
As of September 30, 2000 the Company had $5,192,232 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 incurred any additional expense for Y2K compliance in
the first nine months 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 1. LEGAL PROCEEDINGS
See note 5 to Financial Statements
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: November 14, 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 September 30, 2000 and December 31, 1999
ASSETS
(unaudited)
2000 1999
------------------------
Current Assets:
Cash and cash equivalents $5,192,232 $4,980,805
Accounts receivable, net of allowances of
$200,000 in 2000 and $105,000 in 1999 1,555,006 1,488,414
Inventories (Note 4) 1,214,096 1,054,625
Prepaid expenses and other current assets 105,081 89,976
Income taxes receivable 0 105,292
Deferred income taxes 209,799 209,799
------------------------
Total current assets 8,276,214 7,928,911
Property and equipment, net (Note 3) 611,154 753,604
Other assets 38,885 36,033
------------------------
Total assets $8,926,253 $8,718,548
========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income taxes payable $ 105,845
Accounts payable 542,130 $ 461,560
Accrued expenses 473,252 585,424
Current portion of long-term debt 52,753 160,872
------------------------
Total current liabilities 1,173,981 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
September 30, 2000 and at December 31, 1999 7,648,923 7,585,534
Retained earnings 2,191,391 1,937,274
Receivable from stockholder (1,527,094) (1,463,704)
Treasury stock, 321,724 shares at
September 30, 2000 and at December 31, 1999 (610,656) (610,656)
------------------------
Total stockholders' equity 7,702,563 7,448,448
------------------------
Total liabilities and stockholders'
equity $8,926,253 $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 Nine Months Ended
September 30 September 25 September 30 September 25
------------------------------------------------------------
2000 1999 2000 1999
Net sales $2,549,442 $2,583,901 $7,327,262 $10,225,390
Cost of sales 1,175,622 1,273,252 3,605,317 4,787,279
-----------------------------------------------------
Gross profit 1,373,820 1,310,649 3,721,945 5,438,111
Operating expenses:
Selling, general and administrative 821,202 891,096 2,540,317 3,386,851
Research and development 279,679 324,457 909,689 857,214
-----------------------------------------------------
1,100,881 1,215,553 3,450,006 4,244,065
-----------------------------------------------------
Operating income 272,939 95,096 271,939 1,194,046
Other income (expense)
Interest income, net 77,903 81,526 212,117 225,536
Other (expense) (23,476) (31,647) (61,939) (81,598)
-----------------------------------------------------
54,427 49,879 150,178 143,938
-----------------------------------------------------
Income before income tax expense 327,366 144,975 422,117 1,337,984
Income tax expense 130,000 57,000 168,000 535,100
-----------------------------------------------------
Net income $ 197,366 $ 87,975 $ 254,117 $ 802,884
=====================================================
Net income per share basic (Note 2) $ 0.04 $ 0.02 $ 0.05 $ 0.16
Net income per share diluted (Note 2) $ 0.04 $ 0.02 $ 0.05 $ 0.16
Weighted average common shares outstanding
(Note 2) 4,739,399 4,904,397 4,739,399 4,887,513
=====================================================
Weighted average common and
common equivalent shares outstanding
(Note 2) 4,745,023 4,939,520 4,745,881 4,930,385
=====================================================
The accompanying notes are an integral part of the financial statements
F-2
INTELLIGENT CONTROLS, INC.
STATEMENTS OF CASH FLOWS (unaudited)
For the Nine Month Periods Ended September 30, 2000 and September 25, 1999
2000 1999
--------------------
Cash flows from operating activities:
Net income $ 254,117 $ 802,884
Adjustments to reconcile net income to net
cash (Used) provided by operating activities:
Depreciation and amortization 237,935 222,898
Interest on receivable to stockholder (63,390) (65,776)
Loss on disposal of property plant & equipment
Changes in assets and liabilities:
Accounts receivable, net (66,592) 1,648,038
Inventories (159,471) (25,387)
Prepaid expenses and other current assets (15,105) 15,009
Income tax receivable 105,292
Income tax payable 105,845 (280,271)
Accounts payable and accrued expenses (31,602) (1,079,401)
Other assets (2,852) (3,259)
--------------------------
Net cash provided by operating activities 364,177 1,234,735
--------------------------
Cash flows from investing activities:
Capital expenditures (95,485) (135,060)
--------------------------
Net cash used by investing activities (95,485) (135,060)
--------------------------
Cash flows from financing activities:
Repayment of long-term debt (120,654) (120,654)
Issuance of common stock, net 63,389 454
Acquisition of treasury stock (371,001)
--------------------------
Net cash used by financing activities (57,265) (491,201)
--------------------------
Net increase in cash 211,427 608,474
Cash and cash equivalents at beginning of period 4,980,805 4,202,084
--------------------------
Cash and cash equivalents at end of period $5,192,232 $4,810,558
==========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 6,278 $ 16,705
Income taxes $ 35,500 $ 916,000
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 September 30, 2000
- -------------------------------------
Basic earnings per share $197,366 4,739,399 $0.04
Dilutive potential shares 5,624
------------------------
Diluted earnings per share $197,366 4,745,023 $0.04
=====================================
Nine Months Ended September 30, 2000
- ------------------------------------
Basic earnings per share $254,117 4,739,399 $0.05
Dilutive potential shares 6,482
------------------------
Diluted earnings per share $254,117 4,745,881 $0.05
=====================================
Three Months Ended September 25, 1999
- -------------------------------------
Basic earnings per share $87,975 4,904,397 $0.02
Dilutive potential shares - 35,123
------------------------
Diluted earnings per share $87,975 4,939,520 $0.02
=====================================
Nine Months Ended September 25, 1999
- ------------------------------------
Basic earnings per share $802,884 4,887,513 $0.16
Dilutive potential shares - 42,871
------------------------
Diluted earnings per share $802,884 4,930,385 $0.16
=====================================
F-4
3. Property and Equipment
Property and equipment at cost as of September 30, 2000 and December
31, 1999 consisted of the following:
(Unaudited)
2000 1999
--------------------------
Leasehold improvements $ 154,344 $ 154,344
Equipment 1,301,228 1,269,015
Computer software 207,008 187,144
Furniture and fixtures 191,636 191,637
--------------------------
Construction in progress 59,770 16,361
1,913,986 1,818,501
Less accumulated depreciation and amortization 1,302,832 1,064,897
--------------------------
$ 611,154 $ 753,604
==========================
4. Inventories
Inventories as of September 30, 2000 and December 31, 1999 consisted
of the following:
(Unaudited)
2000 1999
--------------------------
Raw Material $ 778,932 $ 549,801
Work in Progress 320,023 155,853
Finished Goods 115,141 348,971
--------------------------
$1,214,096 $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.
The Company in April 2000 filed an arbitration action against Practical
Tank Management (PTM) and its parent company FFP Marketing Company, INC.
and an affiliate FFP, LP, which guaranteed the debt of PTM. INCON seeks
relief in the amount of $62,193, as the unpaid balance for goods delivered
to PTM. PTM and FFP have filed counterclaims seeking $5 million for lost
business opportunity and other damages resulting from the delivery, during
the period of 1996 to 1999, of allegedly defective products by INCON. The
Company believes the business opportunity claim to be without merit, and
intends to pursue its claim and defend against the counterclaims. The
arbitrators have been selected and the arbitration hearing is expected to
take place during the first calendar quarter of 2001.
F-5
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.