<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 No. 333-3621
CHANNELL COMMERCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
95-2453261
(I.R.S. Employer Identification No.)
26040 Ynez Road, Temecula, California
(Address of principal executive offices)
92591
(Zip Code)
(909) 694-9160
(Registrant's telephone number, including area code)
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
--- ---
9,237,000 shares of common stock of the Registrant were outstanding at
March 31, 1997.
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CHANNELL COMMERCIAL CORPORATION
STATEMENTS OF INCOME (UNAUDITED)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31
---------------------
1997 1996
---------- ---------
<S> <C> <C>
Net sales $12,804 $10,279
Cost of goods sold 7,661 5,738
------- -------
Gross profit 5,143 4,541
Commission income 148 230
------- -------
5,291 4,771
Operating expenses
Selling 1,753 1,553
General and administrative 1,210 370
License fees -- related party -- 531
Research and development 235 128
------- -------
3,198 2,582
------- -------
Income from operations 2,093 2,189
Interest (expense) income 299 (65)
------- -------
Income before income taxes 2,392 2,124
Income taxes 1,005 122
------- -------
Net income $ 1,387 $ 2,002
======= =======
Net income per share $0.15
=======
Weighted average shares outstanding 9,237
=======
Pro forma information:
Historical income before income taxes $ 2,124
Pro forma income taxes 845
-------
Pro forma net income 1,279
=======
Pro forma net income per share $0.17
=======
Pro forma weighted average shares outstanding 7,695
=======
</TABLE>
Page 1 of 9
<PAGE>
CHANNELL COMMERCIAL CORPORATION
BALANCE SHEETS
(amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
Unaudited
March 31, December 31,
1997 1996
--------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 6,476 $ 9,190
Investments 11,406 11,406
Accounts receivable (net) 7,572 6,685
Inventories 5,654 2,908
Deferred income taxes 363 321
Prepaid expenses 642 764
---------- ------------
Total current assets 32,113 31,274
PROPERTY AND EQUIPMENT AT COST, NET 10,516 10,608
DEFERRED INCOME TAXES 519 559
GOODWILL 1,054
OTHER ASSETS 403 217
---------- ------------
TOTAL ASSETS $44,605 $42,658
========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,315 $ 2,048
Current maturities of capital lease obligations 119 135
Accrued expenses 1,756 1,167
Income taxes payable 847 1,548
---------- ------------
Total current liabilities 5,037 4,898
NOTE PAYABLE 400 ---
CAPITAL LEASE OBLIGATIONS 358 338
COMMITMENTS --- ---
STOCKHOLDERS' EQUITY
Preferred stock --- ---
Common stock, par value $.01 per share, authorized --
19,000,000 shares; issued and outstanding --
9,237,000 shares 92 92
Additional paid-in capital 27,991 27,991
Retained earnings 10,727 9,339
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 38,810 37,422
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $44,605 $42,658
=========== ============
</TABLE>
Page 2 of 9
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CHANNELL COMMERCIAL CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
(amounts in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31
------------------
1997 1996
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,387 $ 2,002
Non-cash items included in net income:
Depreciation and amortization 523 402
(Increase) decrease in assets:
Accounts receivable 348 (2,566)
Inventories (1,221) 25
Prepaid expenses 160 54
Deferred income taxes (2)
Other (86) (80)
Increase (decrease) in liabilities
Accounts payable 83 1,304
Accrued expenses 61 (195)
Income taxes payable (701) (49)
------- -------
Net cash provided by operating activities 552 897
------- -------
INVESTING ACTIVITIES:
Acquisition of property and equipment (412) (472)
Acquisition of RMS Electronics, Inc. (2,085)
------- -------
Net cash used in investing activities (2,497) (472)
------- -------
FINANCING ACTIVITIES:
Repayment of debt (735) 230
Repayment of obligations under capital lease (34)
Dividends paid (1,180)
------- -------
Net cash used in financing activities (769) (1,410)
------- -------
Decrease in cash (2,714) (985)
Cash, beginning of period 9,190 1,375
------- -------
Cash, end of period $ 6,476 $ 390
======= =======
Cash paid during the period for:
Interest $ 33 $ 69
======= =======
Income taxes $ 1,623 $ 171
======= =======
Noncash investing and financing activities:
Note payable issued for acquisition
of RMS Electronics, Inc. $ 400
=======
</TABLE>
Page 3 of 9
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(amounts in thousands, except per share data)
1. Unaudited financial statements: In the opinion of management, all
adjustments, consisting only of normal recurring adjustments necessary for
a fair presentation of (a) the results of operations for the three-months
ended March 31, 1997 and 1996, (b) the financial position at March 31,
1997, and (c) the consolidated statements of cash flows for the three-month
periods ended March 31, 1997 and 1996 have been made. The results for the
three-month period ended March 31, 1997, are not necessarily indicative of
the results for the entire year.
2. Pro forma financial information: Prior to the Company's Initial Public
Offering of common stock in July 1996 (the "IPO"), it was an S Corporation
for Federal and State income tax purposes. The pro forma income statement
presentation reflects a provision for income taxes as if the Company had
always been a C Corporation using an assumed effective tax rate of
approximately 41% less tax credits.
Pro forma net income per share has been computed by dividing pro forma net
income by the pro forma weighted average shares outstanding. Pro forma
weighted average shares outstanding of 7,695 for the three months ended
March 31, 1996, including 1,558 shares, assumed to have been sold by the
Company at a price of $11.00 per share, the net proceeds of which were used
to fund the distributions to stockholders.
3. Exclusive licensing agreements: The exclusive licensing agreements relating
to the Channell Patents were terminated in April 1996 and, accordingly, no
license fees expense has been reflected in the accompanying statements of
income since the three-month period ended March 30, 1996.
4. Inventories: Inventories stated at the lower of cost or market (first-in,
first-out method) are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1997
--------------
<S> <C>
Raw materials $1,966
Work-in process 549
Finished goods 3,139
------
$5,654
======
</TABLE>
Page 4 of 9
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5. Marketable Securities: The Company has invested in certain U.S. Government
issued debt instruments and other taxable securities. These investments are
classified as "available for sale" as defined by Statement of Financial
Accounting Standards No. 115. The investment in these securities are
therefore recorded at fair value with any differences between fair value
and cost recorded as a separate component of stockholders' equity. At March
31, 1997, there were no material differences between the fair value and
cost of these marketable securities.
6. Effective January 3, 1997, the Company acquired the assets of RMS
Electronics, Inc.
7. In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 (SFAS No. 128), Earnings Per
Share. SFAS No. 128 establishes standards for computing and presenting
earnings per share (EPS) and applies to entities with publicly held common
stock. SFAS No. 128 simplifies the standards for computing earnings per
share previously found in APB Opinion No. 15 and makes them comparable to
international EPS standards. It replaces the presentation of primary EPS
with a presentation of basic EPS. It also requires dual presentation of
basic and diluted EPS on the face of the statement of earnings for all
entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation.
SFAS No. 128 is effective for financial statements issued for periods
ending after December 15, 1997, and earlier application is not permitted.
The pro forma basic and diluted EPS calculated under SFAS No. 128 would
equal the primary earnings per share for the periods ended March 31, 1997
and 1996.
Page 5 of 9
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1997 WITH THE THREE MONTHS ENDED
MARCH 31, 1996
Net Sales. Net sales increased $2.5 million or 24.3% from $10.3 million in
the first quarter of 1996 to $12.8 million in the first quarter of 1997. CATV
net sales increased $2.3 million or 25.6% from $9.0 million in the first quarter
of 1996 to $11.3 million in the first quarter of 1997 as a result of sales of
$2.0 million of RF passive electronic devices by RMS. Telecommunications net
sales increased $0.2 million or 15.4% from $1.3 million in the first quarter of
1996 to $1.5 million in the first quarter of 1997 as a result of increased
activity in conventional copper-based telephone products.
Domestic net sales increased $1.8 million or 19.2% from $9.4 million in the
first quarter of 1996 to $11.2 million in the first quarter of 1997, principally
due to sales of $1.0 million of RF passive devices and $0.8 million of outside
plant products for network rebuild construction. International net sales
increased $0.7 million or 77.8% from $0.9 million in the 1996 period to $1.6
million in the 1997 period, principally as a result of the sales of RF passive
devices.
Gross Profit. Gross profit increased $0.6 million or 13.3% from $4.5
million in the first quarter of 1996 to $5.1 million in the first quarter of
1997. $0.5 million of this improvement is due to RF passive devices. Gross
margin decreased from 44.2% to 40.2% during the comparable periods due to a
26.4% margin contribution from the sales of RF passive devices.
Commission Income. Commission income decreased $0.1 million or 50.0% from
$0.2 million in the first quarter of 1996 to $0.1 million in the first quarter
of 1997. The decrease is a result of lower sales volume of cable-in-conduit
products due to the slow start of rebuild projects and aggressive pricing by
competition.
Selling. Selling expense increased $0.2 million or 12.5% from $1.6 million
in the first quarter of 1996 to $1.8 million in the first quarter of 1997,
primarily as a result of increased payroll and advertising expenses related to
the RMS acquisition, offset by salaries and expenses of an executive officer now
included in general and administrative expenses due to expanded responsibility.
As a percentage of net sales, selling expense decreased from 15.1% in the 1996
period to 13.7% in the 1997 period.
General and Administrative. General and administrative expenses increased
$0.8 million or 200.0% from $0.4 million in the first quarter of 1996 to $1.2
million in the first quarter of 1997, primarily as a result of increased payroll
and related expense in the amount of $0.2 million due to increased staff in the
administrative and information systems departments in addition to the reclass of
personnel. Travel, legal, auditing and professional services increased $0.3
million as a result of becoming a publicly traded company. Depreciation,
insurance and facilities expense increased $0.1 million as a result of the RMS
acquisition. As a percentage of net sales, general and administrative increased
from 3.6 % in the 1996 period to 9.5% in the 1997 period.
Page 6 of 9
<PAGE>
License Fees. License fees decreased $0.5 million in 1997 as a result of the
termination of the Channell patents during 1996.
Research and Development. Research and development expenses increased $0.1
million or 100.0% from $0.1 million in the first quarter of 1996 to $0.2 million
in the first quarter of 1997, primarily as a result of increased payroll and
related expenses due to the reclass of personnel.
Income from Operations. As a result of the items discussed above, income
from operations decreased $0.1 million or 4.8% from $2.2 million in the first
quarter of 1996 to $2.1 million in the first quarter of 1997 and operating
margin decreased from 21.3% to 16.4%.
Income Taxes. Income taxes increased $0.9 million from $0.1 million in the
first quarter of 1996 to $1.0 million in the first quarter of 1997 due to the
termination of the S Corporation status at the time of the Initial Public
Offering. Since the Initial Public Offering, the Company pays Federal and State
income taxes at a C Corporation rate.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the first quarter was $0.9
million and $0.6 million in 1996 and 1997, respectively. Net cash used in
financing activities was $1.4 million in 1996 and $0.8 million in 1997,
respectively. Net cash used in investing activities was $0.5 million and $2.5
million in 1996 and 1997, respectively.
Acccounts receivable increased from $6.7 million at December 31, 1996, to
$7.6 million at March 31, 1997. Inventories increased from $2.9 million at
December 31, 1996 to $5.7 million at March 31, 1997. The above are primarily as
a result of the acquisition of RMS Electronics, Inc.
The Company made capital expenditures for the first quarter of $0.5 million
and $0.4 million in 1996 and 1997, respectively, and anticipates increased
capital spending for product tooling, test equipment, and computer hardware and
software as it implements its new product development plans.
The Company has historically financed its operations and capital
expenditures through internally generated funds and bank borrowings. The
Company maintains a revolving credit facility with a $3.5 million working
capital revolving line of credit and a $4.8 million equipment revolving line of
credit, neither of which currently has any outstanding balance. Availability of
advances under the revolving credit facilities expire on May 1, 1997.
The Company believes that income from operations, the remaining proceeds
from the Initial Public Offering and the revolving credit facilities will be
sufficient to fund its capital expenditures and working capital requirements
through 1997.
Page 7 of 9
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
The Company is from time to time involved in ordinary routine litigation
incidental to the conduct of its business. The Company regularly reviews all
pending litigation matters in which it is involved and establishes reserves
deemed appropriate for such litigation matters. Management believes that no
presently pending litigation matters will have a material adverse effect on the
Company's financial statements taken as a whole or on its results of operations.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibit
Number Description
- ------ -----------
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4 Form of Common Stock Certificate (1)
10.1 Tax Agreement between the Company and the Existing Stockholders (1)
10.2 Channell Commercial Corporation 1996 Incentive Stock Plan (including
form of Stock Option Agreements and Restricted Stock Agreement) (1)
10.3 Business Loan Agreement dated as of January 21, 1994 between the
Company and Bank of America National Trust and Savings Association, as
amended ("Bank of America") (1)
10.5 The Company's Profit Sharing Plan (1)
10.6 Agreement dated as of September 30, 1982 between the Company and
Integral Corporation, as amended (1)
10.7 Telephone Sales Agreement dated as of January 23, 1991 between the
Company and Integral Corporation (1)
10.8 Employment Agreement between the Company and William H. Channell, Sr.
(1)
10.9 Employment Agreement between the Company and William H. Channell, Jr.
(1)
10.10 Channell Commercial Corporation 1996 Performance-Based Annual
Incentive Compensation Plan (1)
10.11 Lease dated December 22, 1989 between the Company and William H.
Channell, Sr., as amended (1)
10.12 Lease dated May 29, 1996 between the Company and the Channell Family
Trust (1)
10.13 Lease dated May 17, 1994 between the Company and the Z. Paul Akian and
Sonia Akian Family Trust (1)
10.14 Lease dated March 1, 1994 between the Company and Allstate Life
Insurance Company (1)
Page 8 of 9
<PAGE>
10.15 Lease dated November 2, 1989 between the Company and Meadowvale Court
Property Management Ltd., as amended (1)
10.16 Lease Agreement dated as of March 1, 1996 between Winthrop Resources
Corp. and the Company (1)
10.17 Form of Indemnity Agreement (1)
10.18 Form of Agreement Regarding Intellectual Property (1)
10.19 401(k) Plan of the Company (1)
10.20 Letter Agreement regarding employment, Andrew M. Zogby (2)
10.21 Letter Agreement regarding employment, John B. Kaiser (2)
11 Computation of Proforma Income per Share (2)
27 Financial Data Schedule (3)
_______
(1) Incorporated by reference to the indicated exhibits filed in connection
with the Company's Registration Statement on Form S-1 (File No. 333-3621).
(2) Incorporated by reference to the indicated exhibits filed in connection
with the Company's Form 10-K on March 31, 1997.
(3) Filed herewith.
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.
CHANNELL COMMERCIAL CORPORATION
(Registrant)
Dated: May 13, 1997 By: /s/ Gary W. Baker
--------------------------
Gary W. Baker
Chief Financial Officer
Page 9 of 9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AND NOTES THERETO CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM
10-K FILED ON MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> MAR-31-1997 DEC-31-1996
<CASH> 6,476 9,190
<SECURITIES> 11,406 11,406
<RECEIVABLES> 7,572 6,685
<ALLOWANCES> 0 0
<INVENTORY> 5,654 2,908
<CURRENT-ASSETS> 32,113 31,274
<PP&E> 19,322 18,868
<DEPRECIATION> (8,806) (8,260)
<TOTAL-ASSETS> 44,605 42,658
<CURRENT-LIABILITIES> 5,037 4,898
<BONDS> 0 0
0 0
0 0
<COMMON> 92 92
<OTHER-SE> 38,718 37,330
<TOTAL-LIABILITY-AND-EQUITY> 44,605 42,658
<SALES> 12,804 47,282
<TOTAL-REVENUES> 12,952 48,267
<CGS> 7,661 25,447
<TOTAL-COSTS> 3,198 9,642
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 299 (291)
<INCOME-PRETAX> 2,392 13,469
<INCOME-TAX> 1,005 2,359
<INCOME-CONTINUING> 1,387 11,110
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,387 11,110
<EPS-PRIMARY> 0.15 1.06
<EPS-DILUTED> 0.15 1.06
</TABLE>
