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INDEX TO EXHIBITS - PAGE 16 OF 18
UNITED STATES
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 NOVEMBER 30, 1999
------------------------
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 0-14057
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[GRAPHIC OMITTED]
MET-COIL SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 42-1027215
---------------------
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer No.)
5486 SIXTH STREET SW, CEDAR RAPIDS, IA 52404
---------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 319-363-6566
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of January 7, 2000 there
were 4,382,939 shares of common stock, par value .01 per share.
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MET-COIL SYSTEMS CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
PAGE
ITEM 1. FINANCIAL STATEMENTS ----
Consolidated Condensed Balance Sheets, November 30, 1999
(Unaudited) and May 31, 1999..............................................3
Unaudited Consolidated Condensed Statements of Income,
Three Months and Six Months Ended November 30, 1999 and 1998..............4
Unaudited Consolidated Condensed Statements of Comprehensive Income,
Three Months and Six Months Ended November 30, 1999 and 1998..............5
Unaudited Consolidated Condensed Statements of Cash Flows,
Six Months Ended November 30, 1999 and 1998...............................6
Notes to Consolidated Condensed Financial Statements (Unaudited)..........7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ................................11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS....................................................14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................... 14
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
INDEX TO EXHIBITS.............................................................16
Exhibit 27 - Financial Statement Schedule....................................17
Exhibit 99 - Press Release Dated January 12, 1999............................18
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MET-COIL SYSTEMS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except shares) November 30, 1999 May 31, 1999
(Unaudited) (Note)
- --------------------------------------------------------------------------------------------------------
Current assets
Cash $ 613 $ 516
Trade receivables, net 5,113 5,767
Inventories 9,750 9,545
Prepaid expenses and other 924 946
Deferred income taxes 1,254 2,139
- --------------------------------------------------------------------------------------------------------
Total current assets 17,654 18,913
Property and equipment, net 4,189 4,057
Property held for sale 1,154 1,154
Investments and other assets 640 225
Intangibles, net 1,414 1,517
Deferred income taxes 218 256
- --------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 25,269 $ 26,122
========================================================================================================
Current liabilities
Revolving line of credit $ 904 $ 1,211
Current maturities of long-term debt 522 589
Accounts payable and accrued liabilities 4,289 4,180
Customer deposits 3,097 4,557
- --------------------------------------------------------------------------------------------------------
Total current liabilities 8,812 10,537
Long-term debt 5,477 6,038
Other 773 691
Preferred stock, convertible and redeemable at $13 per share 0 3,469
Stockholders' equity:
Common stock, $.01 par value, authorized 10,000,000 shares; 45 37
November 30, 1999 issued 4,382,939; May 31, 1999 issued
3,681,873
Additional paid-in capital 21,590 18,225
Accumulated deficit (11,174) (12,621)
Common stock in treasury, at cost (254) (254)
- --------------------------------------------------------------------------------------------------------
Stockholders' equity 10,207 5,387
- --------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,269 $ 26,122
========================================================================================================
Note: Condensed from audited financial statements
See Notes to Consolidated Condensed Financial Statements
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MET-COIL SYSTEMS CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
Three Months Ended Six Months Ended
November 30, November 30,
1999 1998 1999 1998
===================================================================================================================
Net revenues $ 13,095 $ 11,636 $ 25,873 $ 22,041
Cost of goods sold 10,260 9,008 19,339 16,768
- -------------------------------------------------------------------------------------------------------------------
Gross profit 2,835 2,628 6,534 5,273
Operating expenses 1,661 1,530 3,612 3,209
- -------------------------------------------------------------------------------------------------------------------
Operating income 1,174 1,098 2,922 2,064
Interest expense, net 196 254 333 547
Other expense, net 20 40 115 111
- -------------------------------------------------------------------------------------------------------------------
Income before income taxes 958 804 2,474 1,406
Income tax (expense) credits, net (339) 209 (885) 474
- -------------------------------------------------------------------------------------------------------------------
Net income $ 619 $ 1,013 $ 1,589 $ 1,880
Preferred stock dividends and accretion 0 160 0 320
- -------------------------------------------------------------------------------------------------------------------
Net income applicable to common stock $ 619 $ 853 $ 1,589 $ 1,560
=====================================================================
Earnings per common share:
Basic $ 0.17 $ 0.27 $ 0.44 $ 0.49
Diluted $ 0.14 $ 0.23 $ 0.35 $ 0.43
Weighted average common shares:
Basic 3,723 3,153 3,648 3,153
Diluted 4,508 4,335 4,506 4,335
See Notes to Consolidated Condensed Financial Statements
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MET-COIL SYSTEMS CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Three Months Ended Six Months Ended
November 30, November 30,
1999 1998 1999 1998
----------- ------------ ----------- ------------
Net income $ 619 $ 1,013 $ 1,589 $ 1,880
Other comprehensive income, net of tax:
Foreign currency translation adjustment 0 10 0 15
----------- ------------ ----------- ------------
Comprehensive income $ 619 $ 1,023 $ 1,589 $ 1,895
=========== ============ =========== ============
See Notes to Consolidated Condensed Financial Statements
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MET-COIL SYSTEMS CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
November 30,
1999 1998
====================================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,589 $ 1,880
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation 347 468
Amortization of intangibles and deferred finance charges 189 222
Accretion of discount on debt 0 187
Undistributed loss of affiliate 0 230
Deferred income taxes 923 (576)
- --------------------------------------------------------------------------------------------------------------------
3,048 2,411
Changes in assets and liabilities:
Trade receivables 654 (2,228)
Inventories (205) (1,849)
Investments, prepaid expenses and other assets 7 606
Accounts payable, accrued liabilities and other liabilities 191 1,282
Customer deposits (1,460) 1,068
- --------------------------------------------------------------------------------------------------------------------
Net cash flows from operating activities 2,235 1,290
- --------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (479) (807)
Investments, notes receivable and other assets (400) 0
- --------------------------------------------------------------------------------------------------------------------
Net cash flows from investing activities (879) (807)
- --------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) under revolving line of credit (307) 1,001
Repayments of long-term debt (6,845) (1,128)
Proceeds from issuance of long-term debt 6,217 0
Deferred finance charges (86) 0
Dividends on preferred stock (142) (108)
Redemption of preferred stock (169) 0
Issuance of common stock 73 129
- --------------------------------------------------------------------------------------------------------------------
Net cash flows from financing activities (1,259) (106)
- --------------------------------------------------------------------------------------------------------------------
CASH
Increase 97 377
Beginning balance 516 24
- --------------------------------------------------------------------------------------------------------------------
Ending balance $ 613 $ 401
====================================================================================================================
See Notes to Consolidated Condensed Financial Statements
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MET-COIL SYSTEMS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. PRESENTATION OF FINANCIAL INFORMATION
The unaudited consolidated condensed financial statements have been
prepared by the Company in accordance with the instructions for
Securities and Exchange Commission's Form 10-Q and do not include all of
the information and footnotes required by generally accepted accounting
principles for audited financial statements. The unaudited consolidated
condensed financial statements include the accounts of the Company and
its subsidiaries. All material intercompany items and transactions have
been eliminated in the consolidation. In the preparation of the
unaudited amounts, all adjustments (consisting solely of normal
recurring adjustments) have been made which are, in the opinion of
management, necessary for a fair statement of the results for the
interim periods. The results for the interim periods are not necessarily
indicative of the results of operations that may be expected for the
year. It is suggested that the unaudited consolidated condensed
financial statements contained herein be read in conjunction with the
consolidated statements and notes included in the Company's Annual
Report on Form 10-K for the year ended May 31, 1999.
Risks and Uncertainties:
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Recent Accounting Pronouncements:
In June 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities". This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.
This statement must be adopted no later than May 31, 2002, although
earlier application is permitted. The Company is currently evaluating
the impact of adopting SFAS No. 133.
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MET-COIL SYSTEMS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED), CONTINUED
NOTE 2. INVENTORIES
The composition of the inventories, using the FIFO method, which
approximates replacement cost, is as follows:
(in thousands) November 30, May 31,
1999 1999
------------- -----------
Raw materials and parts $ 7,220 $ 6,283
Work in process 3,281 3,926
Finished goods and supplies 118 205
------------- -----------
10,619 10,414
Reduction to LIFO basis 869 869
------------- -----------
------------- -----------
$ 9,750 $ 9,545
============= ===========
NOTE 3. DEBT
Revolving Line of Credit:
At November 30, 1999 the Company had a revolving credit agreement
with a bank under which it could borrow up to $5,500,000. Borrowings are
limited to a borrowing base formula (calculated based on certain
percentages of eligible trade receivables and inventories) and bear
interest at the Lender's Corporate Base Rate minus 0.25% (8.25% at
November 30, 1999). The revolving loan facility expires in July 2000.
Outstanding borrowings under the facility as of November 30, 1999 were
$904,000.
Long-Term Debt:
At November 30, 1999 the Company had $5,999,000 of term loan
facilities with a bank. The term loans mature in July 2004. The notes
are due in monthly payments of $43,536 plus interest at 8.85%. The
Company has the right to prepay the term loan facilities at any time
from operating cash flow.
For additional information concerning the Company's loan agreements
and accompanying terms and restrictions see Note 4 to Financial
Statements in the Company's Annual Report on Form 10-K for the year
ended May 31, 1999 herein incorporated by reference thereto.
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MET-COIL SYSTEMS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED), CONTINUED
NOTE 4. SUPPLEMENTAL CASH FLOW DATA
Six Months Ended
November 30,
1999 1998
----------- ----------
Cash payment for:
Interest $ 333 $ 285
Income tax $ 0 $ 26
Preferred stock accretion included
with preferred stock dividends $ 0 $ 210
During the six months ended November 30, 1999, 253,840 shares of the
Company's preferred stock were converted by shareholders to 761,520 shares of
common stock. This resulted in a reclassification of $3,300,000 from preferred
stock to stockholder's equity.
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MET-COIL SYSTEMS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED), CONTINUED
NOTE 5. EARNINGS PER SHARE
Basic and diluted earnings per share are calculated as follows:
Three Months Ended Six Months Ended
(In thousands, except per share data) November 30, November 30,
1999 1998 1999 1998
-------- ---------- --------- ----------
Basic earnings per share:
Net income available to common
stockholders - basic $619 $853 $1,589 $1,560
======== ========== ========= ==========
Weighted average shares
outstanding - basic 3,723 3,153 3,648 3,153
======== ========== ========= ==========
Basic earnings per share $0.17 $0.27 $0.44 $0.49
======== ========== ========= ==========
Diluted earnings per share:
Net income available to common
stockholders - basic $619 $853 $1,589 $1,560
Effect of preferred stock dividends
and accretion 0 160 0 320
-------- ---------- --------- ----------
Net income available to common
stockholders - diluted $619 $1,013 $1,589 $1,880
======== ========== ========= ==========
Weighted avg. shares outstanding-basic 3,723 3,153 3,648 3,153
Effect of dilutive
securities:
Stock options granted 141 96 141 96
Convertible preferred stock 644 1,086 717 1,086
-------- ---------- --------- ----------
Weighted average shares
outstanding - diluted 4,508 4,335 4,506 4,335
======== ========== ========= ==========
Diluted earnings per share $0.14 $0.23 $0.35 $0.43
======== ========== ========= ==========
Number of antidilutive shares excluded from calculation above:
Options 0 120 0 120
======== ========== ========= ==========
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MET-COIL SYSTEMS CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain of the statements contained in this report may be forward-
looking statements. Forward-looking statements include estimates and statements
regarding plans, objectives and expectations of the Company and its management.
Although the Company believes that the expectations reflected in all such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. Such forward-looking
statements involve risks and uncertainties which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among other
things, the effect of economic conditions, the impact of competition,
availability of capital, supply constraints or difficulties, the effect of the
Company's accounting policies and the effect of regulatory and legal
developments.
FISCAL 2000 - SECOND QUARTER AND SIX MONTH RESULTS OF OPERATIONS
Revenues for the quarter ended November 30, 1999 increased 13% to $13.1
million from $11.6 million for the prior year period. For the first half of
fiscal 2000 revenues were $25.9 million, an increase of 18% compared to revenues
of $22 million for the first half of last year, due primarily to continued solid
order entry for the Company's products.
Income before taxes for the second quarter was $958,000, compared to
$804,000 for the second quarter last year. Net income for the three months ended
November 30, 1999 was $619,000 (after normal income tax expense this quarter of
$339,000) or $.14 diluted earnings per share, compared to net income of $1.0
million (after including income tax credit for the same period last year of
$209,000) or $.23 diluted earnings per share for second quarter of last year.
Income before taxes for the six months ended November 30, 1999 was $2.5
million, up from $1.4 million last year due to continued improvements in cost of
goods sold. Interest expense for the six months fell 39% from $547,000 for the
prior year period to $333,000 due to reduced levels of debt and lower interest
rates under the Company's new credit facility. Net income for the six months
ended November 30, 1999 was $1.6 million (after normal income tax expense for
the first six months of $885,000) or $.35 diluted earnings per share, compared
to net income of $1.9 million (after including income tax credit for the same
period last year of $474,000) or $.43 diluted earnings per share one year ago.
Order backlog was $16.5 million at November 30, 1999, compared with the
November 30, 1998 level of $15.6 million, which represents an increase of 6%.
LIQUIDITY AND CAPITAL RESOURCES
Financial Review, Cash Flows and Commitments:
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At November 30, 1999, current assets exceeded current liabilities by
$8.8 million and the Company had approximately $4.6 million available to borrow
under its revolving credit agreement. Cash flow from operations in the first
half of fiscal 2000 was $2.2 million, compared to $1.3 million for the first
half of fiscal 1999 due primarily to reduced interest expense and improved cash
flows related to the Company's new loan facilities.
In September 1999 all regularly scheduled dividends were paid on the
Company's preferred stock. The Company has not paid quarterly common stock
dividends due to loan covenants, which prohibit the payment of common stock
dividends. It is uncertain when, and if, the Company will pay common stock
dividends in the future.
In September 1999 the Company notified its preferred shareholders of its
intent to exercise its option to redeem all outstanding shares of Preferred
Stock effective as of November 17, 1999, at a redemption price of $13 per share.
As of November 17, 1999, the Company completed the redemption of 17,500 shares
of preferred stock for cash. Certain holders of preferred stock exercised their
right to convert each share of preferred stock into three shares of common stock
resulting in the conversion of 344,500 shares of preferred stock into 1,033,500
shares of the Company's common stock. In conjunction therewith, all preferred
stock dividends earned were paid in full. The Company has no further shares of
preferred stock outstanding.
The Company was in compliance with all debt covenants contained in its
loan agreements as of November 30, 1999. Management of the Company believes that
amounts available from operating cash flows, funds available under its revolving
credit agreement and the Company's borrowing capacity will be sufficient to meet
its expected cash needs and capital expenditures for the fiscal year.
Year 2000
The Company has assessed and continues to assess the impact of the Year
2000 Issue on its reporting systems and operations. The Year 2000 Issue is the
result of computer programs which were written using two digits (rather than
four) to define the application year. Date-sensitive software could fail to
process critical financial and operational information correctly.
The Company has identified three major areas determined to be critical
for continued successful Year 2000 compliance: (1) financial and information
system applications; (2) manufacturing applications; and (3) third-party
relationships. Through January 12, 2000 the Company has experienced no known
difficulty related to the Year 2000 issue.
In the event that the Company and material third parties such as
suppliers and/or customers experience Year 2000 issues, a likely worst-case
scenario could bring about possible system failure or other interruption of
operations such as an inability to process transactions or engage in normal
business activities for a short time.
The Company has established contingency plans to address the
consequences of possible failure and will conduct an orderly shutdown or scale
back of operations if a loss of certain services is experienced. This is
essentially the same process currently used for non- Year 2000 system failures
that could occur.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to market risk exposure related to changes in
interest rates on its revolving line of credit facility. Interest on borrowings
under this agreement accrues at a variable rate at the Lender's corporate Base
Rate minus 0.25% (8.25% at November 30, 1999). Due to the limited borrowings
under this agreement, interest rate risk exposure, assuming a ten percent
increase from the average variable rate, would be less than $25,000 per year.
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MET-COIL SYSTEMS CORPORATION
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - See Legal Proceedings as included in the Company's
Annual Report on Form 10-K for the year ended May 31, 1999.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Stockholders on October 6, 1999 the
following actions were voted on:
1. Board of Directors
a. All nominees for election were elected as follows:
JAMES D. HEITT
Shares in favor Shares against/withheld
3,373,157 2,948
MICHAEL J. NONNENMANN
Shares in favor Shares against/withheld
3,373,157 2,448
b. Continuing in office:
E. Keith Moore Roy J. Carver, Jr.
Raymond H. Blakeman Gary M. Neal
2. Ratification of appointment of McGladrey & Pullen, LLP as
independent auditors
Shares in favor Shares against/withheld
2,458,812 14,341
In the case of items one and two above, there were no abstentions or broker
nonvotes.
ITEM 5. OTHER INFORMATION - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS -- See Index to Exhibits included elsewhere herein.
(b) FORM 8-K -- No reports on Form 8-K were filed during the second
fiscal quarter.
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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.
Date: January 14, 2000 Met-Coil Systems Corporation
-------------------------------
Randall J. Stodola
Vice President, Controller and
Chief Accounting Officer
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MET-COIL SYSTEMS CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. PAGE
- ---------- ----
3.1 Restated Certificate of Incorporation of the Registrant,
as amended -- incorporated by reference to Exhibit 3.2 of
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1987.........................................
3.2 Amended and Restated Bylaws of the Registrant --
incorporated by reference to Exhibit 3.4 of the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1987.........................................
10 Material contracts -- incorporated by reference to Form
10-K filed August 30, 1999..............................................
21 Subsidiaries of the Registrant -- incorporated by
reference to Form 10-K filed August 30, 1999............................
27 Financial Data Schedule...............................................16
99 Press Release dated January 12, 2000..................................17