SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________
Commission File No. 0-28102
-------
BONDED MOTORS, INC.
-------------------
(Name of small business issuer in its charter)
California 95-2698520
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7522 South Maie Avenue, Los Angeles, CA 90001
- --------------------------------------- -----
(Address of principal executive offices) Zip Code
Issuer's telephone number: (323) 583-8631
--------------
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 3,067,140 shares of common stock outstanding at April 29, 1999.
<PAGE>
BONDED MOTORS, INC.
INDEX
Part I - Financial Information Page
Item 1. Financial Statements
Balance Sheets as of March 31, 1999 3
Statements of Earnings for the three month periods
ended March 31, 1999, and 1998 4
Statements of Cash Flows for the three month periods
ended March 31, 1999, and 1998 5
Notes to Financial Statements 6-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 10-13
Part II - Other Information
Item 6. Exhibits and Reports 13
Signature 14
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<PAGE>
BONDED MOTORS, INC.
Balance Sheets
March 31, 1999
(Unaudited)
Assets
Current assets:
Cash $ 129,850
Trade accounts receivable (less allowance for doubtful
accounts of $399,293) 4,920,160
Inventories:
Parts 2,303,543
Work in process 1,117,511
Finished goods 5,097,196
----------
8,518,250
----------
Deferred tax assets 831,972
Prepaid expenses and other current assets 521,589
Prepaid income taxes 556,957
----------
Total current assets 15,478,778
----------
Property and equipment, at cost:
Machinery and equipment 3,431,564
Furniture and fixtures 626,029
----------
4,057,593
Less accumulated depreciation 1,667,846
----------
Net property and equipment 2,389,747
----------
Goodwill, less accumulated amortization of $34,430 177,449
Deferred tax assets 1,672,897
Other assets 17,407
----------
$19,736,278
==========
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of notes payable to bank (note B) $ 338,505
Accounts payable 2,846,548
Accrued expenses 635,339
Accrued warranty obligations 1,203,829
Current installments of capital lease obligations 9,160
----------
Total current liabilities 5,033,381
----------
Notes payable to bank, excluding current installments (note B) 333,116
Long-term debt (note B) 7,167,879
Capital lease obligations, excluding current installments 11,976
Shareholders' equity: (note D)
Preferred stock, no par value. Authorized
1,000,000 shares; none issued and outstanding -
Common stock, no par value. Authorized
10,000,000 shares; issued and outstanding
3,067,140 shares 5,040,719
Additional paid-in capital 104,000
Retained earnings 2,145,207
Notes receivable from exercise of stock options (100,000)
----------
Total shareholders' equity 7,189,926
----------
$19,736,278
==========
See accompanying notes to financial statements.
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<PAGE>
BONDED MOTORS, INC.
Statements of Earnings
(Unaudited)
For the Three Months Ended
March 31
--------------------------
1999 1998
---- ----
Net sales $ 9,766,974 8,508,042
Cost of sales 8,545,083 6,984,237
---------- ----------
Gross profit 1,221,891 1,523,805
Selling, general and administrative expenses 1,468,766 1,082,596
---------- ----------
Earnings (loss) from operations (246,875) 441,209
Other (expense) income:
Interest expense (164,696) (110,424)
Interest income 2,079 2,085
Other - (1,896)
---------- ----------
Earnings (loss) before income taxes (409,492) 330,974
Income tax benefit (expense) 139,227 (125,280)
---------- ----------
Net earnings (loss) $ (270,265) 205,694
========== ==========
Basic earnings (loss) per share $ (0.09) 0.07
Diluted earnings (loss) per share (0.09) 0.06
========== ==========
Weighted average common shares outstanding-basic 3,067,000 3,039,000
========== ==========
Weighted average common and common equivalent shares
outstanding-diluted 3,067,000 3,188,000
========== ==========
See accompanying notes to financial statements.
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<PAGE>
<TABLE>
<CAPTION>
BONDED MOTORS, INC.
Statements of Cash Flows for the Three Months Ended March 31
(Unaudited)
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ (270,265) 205,694
--------- ---------
Adjustments to reconcile net earnings (loss) to net cash
used in operating activities:
Depreciation and amortization 90,847 64,597
Loss on sale of property and equipment - 1,896
(Increase) decrease in assets:
Accounts receivable (1,001,661) (2,829,550)
Inventories 1,387,736 (540,135)
Prepaid expenses and other assets (87,385) (75,278)
Deferred tax assets (139,229) (56,931)
Prepaid income taxes (2,525) 175,011
Increase (decrease) in liabilities:
Accounts payable (332,428) 902,507
Accrued expenses 131,885 147,727
Accrued warranty obligations 180,605 61,000
--------- ---------
Total adjustments 227,845 (2,149,156)
--------- ---------
Net cash used in operating activities (42,420) (1,943,462)
--------- ---------
Cash flows from investing activities:
Purchases of equipment (132,945) (224,426)
Proceeds from sale of equipment - 500
--------- ---------
Net cash used in investing activities (132,945) (223,926)
--------- ---------
Cash flows from financing activities:
Net proceeds from exercise of stock options - 16,250
Net proceeds from sale of common stock - -
Borrowings from bank 5,531,917 3,654,652
Repayments of notes payable to related parties - (100,000)
Repayments of bank borrowings (5,400,275) (1,500,126)
Payment of capital lease obligations (4,672) -
--------- ---------
Net cash provided by financing activities 126,970 2,070,776
--------- ---------
Net increase (decrease) in cash (48,395) (96,612)
Cash at beginning of period 178,245 297,043
--------- ---------
Cash at end of period $ 129,850 200,431
========= =========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 164,696 110,424
Income taxes 1,625 7,200
========= =========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
BONDED MOTORS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(NOTE A) THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES:
- -------------------------------------------------------------
Bonded Motors (the Company), remanufactures automobile engines primarily for
domestic and Japanese imported cars and light trucks in the United States for
resale to automotive retailers, end users and installers.
BASIS OF PRESENTATION
- ---------------------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to form 10-QSB. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Management, all adjustments (consisting of normal recurring
journals) considered necessary for a fair presentation have been included.
Operating results for the three month periods ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report
on Form 10-KSB for the year ended December 31, 1998.
ACQUISITION AND GOODWILL
- ------------------------
The financial statements include the net assets of an automotive engine
remanufacturing firm (Wheeler Manufacturing of Macon, Georgia) purchased at
their fair market value on the acquisition date in August, 1997. This
purchase included manufacturing machinery and equipment, plant equipment,
office furniture, fixtures and equipment, automotive parts inventory and
supplies, and other items customarily used in the operation of a business.
The excess of acquisition costs over the fair value of net assets acquired is
included in and has been allocated to goodwill. Goodwill is amortized on a
straight-line basis over a ten year period. The fair value of the assets
acquired were as follows:
Inventories $137,676
Plant Machinery & Equipment $317,762
Goodwill $211,880
--------
Total Purchase Cost $667,318
========
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<PAGE>
REVENUE RECOGNITION AND CORE ACCOUNTING
- ---------------------------------------
Revenue is recognized upon shipment of product, net of a provision for core
returns. The Company's customers are encouraged to return their old,
rebuildable core as a credit against the identical engine purchased. The
Company identifies the returned core to the original customer invoice and
issues a credit memo equal to the core charge reflected on the original
invoice. These core returns, recorded as a reduction in net sales, were
$3,474,427 and $1,912,022 during the three months ended March 31, 1999 and
1998 respectively.
Cores returned from customers are recorded into inventory on the same basis
as the Company records purchases of cores from independent core suppliers,
at the lower of average cost or market (net realizable value). Customer
core returns provide approximately 70% of the Company's core requirements,
and independent core suppliers provide the remaining 30% of the Company's
core requirements.
EARNINGS PER SHARE
- ------------------
The Financial Accounting Standards Board issued statement No.128, "Earnings
per Share" (SFAS No.128), in March 1997 and effective for fiscal years ending
after December 15, 1997. The Company adopted SFAS No.128 in 1997. This
statement requires the presentation of "Basic" earnings per share which
represents net earnings divided by the weighted average shares outstanding,
excluding all common stock equivalents. A dual presentation of "Diluted"
earnings per share reflecting the dilutive effects of all common stock
equivalents is also required. The weighted average common shares outstanding
for three month periods ended March 31, 1999 and 1998 were 3,067,000 and
3,039,000, respectively. For purposes of diluted earnings per share, the
incremental common equivalent shares due to outstanding stock options and
warrants during the three month period ended March 31, 1998 were 149,000.
There were incremental common equivalent shares of 3,000 at March 31, 1999
due to outstanding stock options and warrants. These were excluded from the
diluted calculation in 1999 due to their antidilutive effect. No adjustments
to net income were made for the purpose of computing diluted earnings (loss)
per share.
(NOTE B) LONG-TERM DEBT:
- -----------------------
On April 1, 1999, the Company entered into an amended and restated credit
agreement (the Credit Agreement) providing for a revolving line of credit for
borrowings based on a formula equal to the lesser of either $10,000,000 or
the sum of (a) fifty-five (55%) of the aggregate outstanding principal balance
of eligible receivables; (b) the lesser of $5,000,000 or thirty-five (35%) of
eligible inventory; plus $2,500,000 which shall be subject to reduction to
$1,500,000 by June 30, 1999, $500,000 by September 30, 1999 and $0 by
December 31, 1999 through May 1, 2000. Borrowings under the Agreement bear
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<PAGE>
interest at prime plus 0.5% or LIBOR plus 2.5% through September 29, 1999,
at prime plus 0.25% or LIBOR plus 2.25% through December 30, 1999 and at
prime or LIBOR plus 2% from December 31, 1999. Borrowings under the line of
credit are secured by the Company's assets. Total amounts outstanding under
the revolving line of credit at March 31, 1999 were $7,167,879. The Company
had available borrowings under the line of credit of $918,234 at March 31,
1999.
The Credit Agreement also provides for a term loan for borrowings up to
$1,500,000 for a period of five years from the date of funding. This
facility is to be used for general corporate purposes. New advances under the
credit agreement shall bear interest at prime plus 0.75% or LIBOR plus 2.75%
through September 29, 1999, at prime plus 0.5% or LIBOR plus 2.50% through
December 30, 1999 and at prime plus 0.25% or LIBOR plus 2.25 % from December
31, 1999 and are secured by the assets of the Company. At March 31, 1999,
$671,621 had been drawn down and was outstanding under this facility. The
Company had available borrowings under this facility of $828,379 at March 31,
1999.
The Credit Agreement also provides for a stand-by line of credit in amount of
$5,203,905 to be used as credit enhancement to support the issuance of
Industrial Development Bonds.
The Credit Agreement includes various financial covenants, the more
significant of which are tangible net worth, debt coverage ratio, senior debt
to tangible net worth and quick ratio. The Company was in compliance with all
covenants of the amended agreement effective March 31, 1999.
(NOTE C) INCOME TAXES:
- ----------------------
Income taxes for the interim periods were computed using the effective tax
rate estimated to be applicable for the full fiscal year, which is subject to
ongoing review and evaluation by management.
(NOTE D) STOCKHOLDERS' EQUITY AND STOCK OPTIONS:
- ------------------------------------------------
In April 1996, the Company completed an underwritten initial public offering
of 1,000,000 shares of its common stock, at a public offering price of $5.875
per share (the Offering). The net proceeds from the Offering of approximately
$4,436,151 were used in part to repay a portion of the Company's debt, and
the balance was used to fund working capital requirements.
During March 1994, the Company granted, at estimated fair market value, stock
options to two of its officers for the purchase of an ownership interest in
the Company aggregating 10%. These stock options were exercised during
December 1995 for an aggregate amount of $200,000. Shares issued pursuant
to these stock options were paid for by promissory notes from these officers.
The notes are secured by the underlying shares and certain real property,
bear interest at 8% and are due on or before December 7, 2002. During 1997,
one of the officers repaid his note of $100,000.
-8-
<PAGE>
The Company adopted a stock option plan in January 1996 which provides for
the issuance of options to employees, officers and directors of the Company
to purchase up to an aggregate of 400,000 shares of common stock. In 1997,
the plan was amended to increase the number of shares of common stock that
could be purchased to an aggregate of 600,000 shares. In February 1998, the
Company granted stock options for 70,000 shares at a price of $9.50, the
estimated fair market value as of the date of the grant, to the officers.
In July 1998, the Company granted stock options for 4,000 shares at a price
of $9.625, the estimated fair market value as of the date of the grant, to
the employees. In March 1999, the Company granted stock options for 70,000
shares at a price of $2.75, the estimated fair market value as of the date
of the grant, to management. During 1998, 29,600 options were exercised for
total proceeds of $167,400 and 10,000 options were canceled upon termination
of employment by one of the employees. No options were exercised during the
first quarter of 1999.
Under the Company's 1996 Incentive Stock Plan, in June, 1998 the Company
granted stock options for 25,000 shares with an exercise price of $7.75,
to consultants for services rendered.
The Company also adopted a directors' plan in January 1996 which provides
for the issuance of options to outside directors of the Company to purchase
up to an aggregate of 50,000 shares of common stock. No options were issued
or exercised to outside directors since 1998.
During 1996, the Company issued 100,000 warrants to purchase common stock to
the Company's underwriters on completion of the Company's initial public
offering. These warrants have exercise prices of $7.05 per share, the then
estimated fair market value, vesting over one year, with a five-year term. No
warrants were issued or exercised since 1998.
-9-
<PAGE>
PART I - FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere herein.
RESULTS OF OPERATIONS:
Net sales for the three months ended March 31, 1999 increased $1,258,932 or
14.8% over the comparable period a year earlier. For such three month periods
the increase was from $8,508,042 to $9,766,974. The increase in sales was
primarily the result of increased sales volume to existing national automobile
chain store customers and the addition of a new customer for which the Company
became the principal supplier of remanufactured engines in March 1998.
Cost of goods sold for the three months ended March 31, 1999 increased
$1,560,846 or 22.3% over the comparable period a year earlier. For such three
month periods the increase was from $6,984,237 to $8,545,083. These increases
are attributable to additional costs during the recent periods in connection
with increased cost of production. Cost of goods sold as a percentage of net
sales increased over the three month periods from 82.1% to 87.5%. The increase
in cost of goods sold was primarily attributable to manufacturing costs
associated with the expansion of the Company's production capacity, higher
than historical return rates, increased warranty costs per engine sold,
increased warranty experience rate, and increased freight costs due primarily
to the return activity.
Selling, general and administrative expenses consist primarily of management,
clerical and administrative salaries and costs of additional outside
salespersons, professional services and freight. Selling, general and
administrative expenses for the three months ended March 31, 1999 increased
$386,170 or 35.7% over the comparable period a year earlier. Selling, general
and administrative expenses as a percentage of sales increased from 12.7% to
15.0% for the comparable three month periods. These changes are primarily
attributable to the addition of new sales personnel, the increasing selling
expense to support the growth of sales, and increased freight costs
associated with return activity.
Earnings from operations for the three months ended March 31, 1999 decreased
$688,084 over the comparable period a year earlier.
Interest expense for the three months ended March 31, 1999 increased
$54,272 over the comparable period a year earlier. The increase was primarily
-10-
<PAGE>
attributable to borrowings for the three months ended March 31, 1999 to
finance the increased accounts receivable associated with the Company's
growth.
Pre-tax income for the three months ended March 31, 1999 decreased $740,466
from the comparable quarter a year earlier. After tax earnings decreased
$475,959 for the three month period from a year earlier, due to the items
mentioned above.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's operations have been financed principally by borrowings under
a bank credit facility and cash flows from operations. At March 31, 1999,
the Company's working capital was $10,445,397.
Net cash used by operating activities during the three months ended March 31,
1999 of $42,420 was primarily to finance an increase in accounts receivable
due to increased sales during the period.
Net cash used by investing activities for the three month periods ended
March 31, 1999 of $132,945 was primarily for the purchase of new equipment.
Net cash provided by financing activities for the three month periods ended
March 31, 1999 of $126,970 was primarily from net borrowings from the bank.
On April 1, 1999, the Company entered into an amended and restated credit
agreement (the Credit Agreement) providing for a revolving line of credit for
borrowings based on a formula equal to the lesser of either $10,000,000
or the sum of (a) fifty-five (55%) of the aggregate outstanding principal
balance of eligible receivables; (b) the lesser of $5,000,000 or thirty-five
(35%) of eligible inventory; plus $2,500,000 which shall be subject to
reduction to $1,500,000 by June 30, 1999, $500,000 by September 30, 1999 and
$0 by December 31, 1999 through May 1, 2000. Borrowings under the Agreement
bear interest at prime plus 0.5% or LIBOR plus 2.5% through September 29,
1999, at prime plus 0.25% or LIBOR plus 2.25% through December 30, 1999 and at
prime or LIBOR plus 2% from December 31, 1999. Borrowings under the line of
credit are secured by the Company's assets. Total amounts outstanding under
the revolving line of credit at March 31, 1999 were $7,167,879. The Company
had available borrowings under the line of credit of $918,234 at March 31,
1999.
The Credit Agreement also provides for a term loan for borrowings up to
$1,500,000 for a period of five years from the date of funding. This facility
is to be used for general corporate purposes. New advances under the credit
agreement shall bear interest at prime plus 0.75% or LIBOR plus 2.75% through
September 29, 1999, at prime plus 0.5% or LIBOR plus 2.50% through December
30, 1999 and at prime plus 0.25% or LIBOR plus 2.25 % from December 31, 1999
and are secured by the assets of the Company. At March 31, 1999, $671,621 had
been drawn down and was outstanding under this facility. The Company had
available borrowings under this facility of $828,379 at March 31, 1999.
-11-
<PAGE>
The Credit Agreement also provides for a stand-by line of credit in amount
of $5,203,905 to be used as credit enhancement to support the issuance of
Industrial Development Bonds.
The Credit Agreement includes various financial covenants, the more
significant of which are tangible net worth, debt coverage ratio, senior debt
to tangible net worth and quick ratio. The Company was in compliance with all
covenants of the amended agreement effective March 31, 1999.
The Company's accounts receivable as of March 31, 1999 was $4,920,160. This
represents an increase of $1,001,661 or 25.6% over accounts receivable on
December 31, 1998, and is due to increased sales.
The Company's inventory as of March 31, 1999 was $8,518,250 which represents
a decrease of $1,387,736 or 14.0% over inventory as of December 31, 1998.
The decrease is primarily attributable to the Company's planned reduction in
finished goods inventory, due to lower production and increased sales.
The Company believes that internally generated funds and the available
borrowings under its existing credit facilities will provide sufficient
liquidity and enable it to meet its current and foreseeable working capital
requirements.
YEAR 2000
Many computer systems experience problems handling dates beyond the year 1999.
Therefore, some computer hardware and software will need to be modified prior
to the year 2000 in order to remain functional. The Company is assessing the
internal readiness of its computer systems for handling the year 2000. The
Company expects to implement successfully the systems programming changes
necessary to address year 2000 issues, and does not believe that the cost
of such actions will have a material effect on the Company's results of
operations or financial condition. There can be no assurance, however,
that there will not be delay in, or increased costs associated with the
implementation of such changes, and the inability to implement such changes
could have an adverse effect on future results of operations.
Review of the Company's hardware and software is ongoing, and it is believed
that the only mission critical systems which are affected by the year 2000
issue are the accounts receivable and accounts payable systems. The Company
has retained the services of an outside consultant to examine, modify and/or
update all hardware and software, such examination, modification and update to
be completed in June, 1999. The Company has scheduled on site testing of
all systems changes by June, 1999, after which further changes may become
necessary. At this time, the anticipated cost for this project is less than
$50,000. If further changes become necessary, the Company anticipates a
completion date of June, 1999.
-12-
<PAGE>
If, by June, 1999, the Company determines that the systems are not compliant
or that there are additional mission critical systems which are affected by
the year 2000 problem, then a contingency plan will be determined at that time.
The Company has initiated communications with all of its key business
partners to determine their extent and plans for Year 2000 compliance. This
process is ongoing and is expected to continue throughout 1999.
At the present time, the Company is not aware of any Year 2000 issues that
are expected to affect materially its products, services, competitive position
or financial performance. However, despite the significant and best-efforts
to make its systems and facilities Year 2000 compliant, the compliance of its
business partners and third-party service providers, is beyond the Company's
control. Accordingly, the Company can give no assurance that the failure of
key suppliers or other third parties to comply with Year 2000 requirements
will not have an adverse effect on the Company.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K
None
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrants caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.
Bonded Motors, Inc.
Dated: April 29, 1999 By:/S/PAUL SULLIVAN
------------------------
Paul Sullivan
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 129,850
<SECURITIES> 0
<RECEIVABLES> 5,319,453
<ALLOWANCES> 399,293
<INVENTORY> 8,518,250
<CURRENT-ASSETS> 15,478,778
<PP&E> 4,057,593
<DEPRECIATION> 1,667,846
<TOTAL-ASSETS> 19,736,278
<CURRENT-LIABILITIES> 5,033,381
<BONDS> 0
0
0
<COMMON> 5,040,719
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 19,736,278
<SALES> 9,766,974
<TOTAL-REVENUES> 9,766,974
<CGS> 8,545,083
<TOTAL-COSTS> 8,545,083
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 164,696
<INCOME-PRETAX> (409,492)
<INCOME-TAX> (139,227)
<INCOME-CONTINUING> (270,265)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (270,265)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
