SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 1-12676 COASTCAST CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 95-3454926 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3025 EAST VICTORIA STREET, RANCHO DOMINGUEZ, CA 90221 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310)638-0595 Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- At April 24, 2000 there were outstanding 7,701,571 shares of common stock, no par value. 1 COASTCAST CORPORATION INDEX Page Number ------ PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2000 (Unaudited) and December 31, 1999 3 Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2000 and 1999 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION: Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 2 COASTCAST CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) MARCH 31, DECEMBER 31, ASSETS 2000 1999 ------------ ------------ Current assets: Cash and cash equivalents $ 37,957,000 $ 42,740,000 Accounts receivable, net of allowance for doubtful accounts of $500,000 at March 31, 2000 and December 31, 1999 15,514,000 9,179,000 Inventories (Note 2) 15,860,000 11,059,000 Prepaid expenses and other current assets 1,650,000 2,177,000 Deferred income taxes 1,469,000 1,485,000 ------------ ------------ Total current assets 72,450,000 66,640,000 Property, plant and equipment, net 24,121,000 24,170,000 Other assets 1,620,000 1,506,000 ------------ ------------ Total assets $ 98,191,000 $ 92,316,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,451,000 $ 4,949,000 Accrued liabilities 5,864,000 3,536,000 ------------ ------------ Total current liabilities 11,315,000 8,485,000 Deferred compensation 613,000 541,000 ------------ ------------ Total liabilities 11,928,000 9,026,000 Commitments and contingencies Shareholders' equity: Preferred stock, no par value, 2,000,000 shares authorized, none issued and outstanding -- -- Common stock, no par value, 20,000,000 shares authorized; 7,701,571 shares issued and outstanding as of March 31, 2000 and December 31, 1999 26,964,000 26,964,000 Retained earnings 59,304,000 56,352,000 Accumulated other comprehensive income (5,000) (26,000) ------------ ------------ Total shareholders' equity 86,263,000 83,290,000 ------------ ------------ Total liabilities and shareholders' equity $ 98,191,000 $ 92,316,000 ============ ============ See accompanying notes to condensed consolidated financial statements. 3 COASTCAST CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, -------------------------------------- 2000 1999 ---------------- ---------------- Sales $ 37,230,000 $ 27,091,000 Cost of sales 30,749,000 21,242,000 ---------------- ---------------- Gross profit 6,481,000 5,849,000 Selling, general and administrative expenses 1,935,000 2,212,000 ---------------- ---------------- Income from operations 4,546,000 3,637,000 Other income, net 529,000 339,000 ---------------- ---------------- Income before income taxes 5,075,000 3,976,000 Provision for income taxes 2,123,000 1,670,000 ---------------- ---------------- Net income $ 2,952,000 $ 2,306,000 ================ ================ NET INCOME PER SHARE (Note 3) Net income per share - basic $ 0.38 $ 0.29 ================ ================ Weighted average shares outstanding 7,701,571 7,972,926 ================ ================ Net income per share - diluted $ 0.38 $ 0.29 ================ ================ Weighted average shares outstanding - diluted 7,845,839 7,978,046 ================ ================ See accompanying notes to condensed consolidated financial statements. 4 COASTCAST CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, ---------------------------- 2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,952,000 $ 2,306,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,082,000 996,000 Goodwill amortization 7,000 -- Loss (gain) on disposal of machinery and equipment 2,000 (17,000) Deferred compensation 72,000 77,000 Deferred income taxes 37,000 -- Changes in operating assets and liabilities: Trade accounts receivable (6,335,000) (5,310,000) Inventories (4,801,000) (1,484,000) Prepaid expenses and other current assets 527,000 3,934,000 Income taxes payable 1,451,000 -- Accounts payable and accrued liabilities 1,379,000 2,307,000 ------------ ------------ Net cash (used in) provided by operating activities (3,627,000) 2,809,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (1,041,000) (689,000) Proceeds from disposal of machinery and equipment 6,000 41,000 Other assets (121,000) (37,000) ------------ ------------ Net cash (used in) investing activities (1,156,000) (685,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Repurchase of common stock -- (449,000) ------------ ------------ Net cash (used in) provided by financing activities -- (449,000) ------------ ------------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,783,000) 1,675,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 42,740,000 27,551,000 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 37,957,000 $ 29,226,000 ============ ============ See accompanying notes to condensed consolidated financial statements. 5 COASTCAST CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The condensed consolidated balance sheet as of March 31, 2000, the related condensed consolidated statements of income and cash flows for the three months ended March 31, 2000 and 1999 have been prepared by Coastcast Corporation (the "Company") without audit. In the opinion of management, all adjustments (consisting only of normal recurring accruals) have been made which are necessary to present fairly the financial position, results of operations and cash flows of the Company at March 31, 2000, and for the period then ended. Although the Company believes that the disclosure in the condensed consolidated financial statements is adequate for a fair presentation thereof, 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 the rules and regulations of the Securities and Exchange Commission. The December 31, 1999 audited statements were included in the Company's annual report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1999. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto contained in that annual report. Certain reclassifications were made to 1999 balances to conform to the 2000 presentation. The results of operations for the period ended March 31, 2000, are not necessarily indicative of the results for the full year. 2. INVENTORIES Inventories consisted of the following: MARCH 31, DECEMBER 31, 2000 1999 ------------ ------------ Raw materials and supplies $ 4,545,000 $ 4,771,000 Tooling 179,000 165,000 Work-in-process 10,649,000 5,698,000 Finished goods 487,000 425,000 ------------ ------------ $ 15,860,000 $ 11,059,000 ============ ============ 3. EARNINGS PER SHARE Basic net income per share is based on the weighted average number of shares of common stock outstanding. Diluted net income per share is based on the weighted average number of shares of common stock outstanding and dilutive potential common equivalent shares from stock options (using the treasury stock method). 6 COASTCAST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THREE MONTHS ENDED MARCH 31, 1999: Sales increased $10.1 million, or 37.3%, to $37.2 million for the three months ended March 31, 2000 from $27.1 million for the three months ended March 31, 1999. The increase was primarily due to a substantial increase in both titanium and steel iron clubhead sales partially offset by a decrease in titanium metal wood clubhead sales. Gross profit increased $.6 million, or 10.3%, to $6.4 million for 2000 from $5.8 million for 1999. Gross profit margins decreased to 17.4% in 2000 from 21.6% in 1999. The decrease in gross profit margin was due principally to product mix and revenue flow which were higher in iron clubheads than metal wood clubheads. Selling, general and administrative expense decreased $0.3 million, or 13.6%, to $1.9 million in 2000 from $2.2 million in 1999. The decrease was due primarily to payroll and related employee benefits, including lower management bonuses and a decrease in legal expenses. LIQUIDITY AND CAPITAL RESOURCES The Company's cash and cash equivalents position at March 31, 2000 was $37.9 million compared to $42.7 million on December 31, 1999, a decrease of $4.8 million. Net cash used by operating activities was $3.6 million for the three months ended March 31, 2000. Net cash used in operating activities was primarily due to a $11.1 million increase in receivables and inventory partially offset by net income of $3.0 million, an increase in payables and accrued liabilities of $2.8 million and depreciation and amortization of $1.1 million. Net cash used in investing activities of $1.2 million consisted mainly of $1.0 million of net capital expenditures for the three months ended March 31, 2000. On October 25, 1995, the Board of Directors authorized the Company to purchase up to one million shares of Coastcast common stock from time to time in the open market or negotiated transactions. As of March 31, 2000, there were 164,500 shares remaining to be purchased under this authorization. In addition, in December 1999, the Board of Directors authorized the repurchase of an additional one million shares of Coastcast common stock from time to time in the open market or negotiated transactions. The Company has no long term debt. The Company believes that its current cash position, the working capital generated by future operations and the ability to borrow should be adequate to meet its financing requirements for current operations and the foreseeable future. 7 COASTCAST CORPORATION PART II. OTHER INFORMATION Item 5. Other Information The following business risks, as disclosed in Part II, Item 5 "Market for Registrant's Common Equity and Related Stockholder Matters" on Form 10-K for the fiscal year ended December 31, 1999, are hereby incorporated by reference as though set forth fully herein: Customer concentration Competition New products New materials and processes Manufacturing cost variations Dependence on polishing and finishing plant in Mexico Hazardous waste Dependence on discretionary consumer spending Seasonality; fluctuations in operating results Reliance on key personnel Shares eligible for future sale Fluctuations in Callaway Golf Company share values. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 3.1.1 Articles of Incorporation of the Company, as amended (1) 3.1.2 Certificate of Amendment of Articles of Incorporation filed with the California Secretary of State on December 6, 1993 (1) 3.2 Bylaws of the Company (1) (1) Incorporated by reference to the exhibits to the Registration Statement on Form S-1 (Registration No. 33-71294) filed on November 17, 1993, Amendment No. 2 filed on December 1, 1993, and Amendment No. 3 filed on December 9, 1993 11 Statement re: computation of per share earnings 27 Financial Data Schedule 99 Pages 11-13 of Registrant's annual report on Form 10-K for the year ended December 31, 1999 (incorporated by reference to such Form 10-K filed with the Commission) (b) Reports on Form 8-K: None 8 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. COASTCAST CORPORATION April 24, 2000 By /s/ Norman Fujitaki - -------------- ----------------------------------- Dated Norman Fujitaki Chief Financial Officer (Duly Authorized and Principal Financial Officer) 9