<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, 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 No. 0-28582
-------
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
----- -----
9,099,000 shares of common stock of the Registrant were outstanding at
March 31, 1999.
<PAGE>
CHANNELL COMMERCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------
1999 1998
---------- -----------
<S> <C> <C> <C>
Net sales $24,698 $15,704
Cost of goods sold 15,104 9,290
---------- -----------
Gross profit 9,594 6,414
Commission income 5 80
---------- -----------
9,599 6,494
Operating expenses
Selling 3,335 2,219
General and administrative 2,253 1,404
Research and development 627 378
---------- -----------
6,215 4,001
---------- -----------
Income from operations 3,384 2,493
Interest income (expense), net (537) 152
---------- -----------
Income before income taxes 2,847 2,645
Income taxes 1,137 1,098
---------- -----------
Net income $ 1,710 $ 1,547
========== ===========
Net income per share (basic and diluted) $ 0.19 $ 0.17
========== ===========
Weighted average shares outstanding 9,099 9,237
========== ===========
</TABLE>
Page 1 of 11
<PAGE>
CHANNELL COMMERCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Mar. 31 Dec. 31,
1999 1998
------------ ------------
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ 3,211 $ 5,828
Accounts receivable (net) 16,346 17,890
Inventories 16,410 14,992
Deferred income taxes 552 630
Prepaid expenses 705 1,165
------------ ------------
Total current assets 37,224 40,505
Property and equipment at cost, net 42,524 42,081
Deferred income taxes -- --
Intangible assets, net 14,887 15,100
Other assets 772 756
------------ ------------
Total assets $ 95,407 $ 98,442
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 4,813 $ 6,504
Short-term debt 4,727 8,862
Current maturities of capital lease obligations 1,998 2,009
Accrued expenses 3,585 2,537
Income taxes payable 1,266 625
------------ ------------
Total current liabilities 16,389 20,537
Long-term obligations 20,527 20,855
Capital lease obligations 4,005 4,185
Deferred income tax 191 285
Stockholders' equity
Preferred stock -- --
Common stock, par value $.01 per share, authorized --
19,000 shares; issued - 9,237; outstanding --
9,237 shares in 1997 and 9,099 shares in 1998 92 92
Additional paid-in capital 27,991 27,991
Treasury stock - 138 shares in 1998 (1,175) (1,175)
Retained earnings 27,628 25,918
Accumulated other comprehensive income -
Foreign currency translation (241) (246)
------------ ------------
Total stockholders' equity 54,295 52,580
------------ ------------
Total liabilities and stockholders' equity $ 95,407 $ 98,442
============ ============
</TABLE>
Page 2 of 11
<PAGE>
CHANNELL COMMERCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------------------------
1999 1998
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,710 $ 1,547
Depreciation and amortization 1,424 619
Deferred income taxes (16) 1
Change in assets and liabilities net of
effects from purchase of company:
Accounts receivable 1,543 (1,154)
Inventories (1,418) (1,324)
Prepaid expenses 460 436
Other (16) (69)
Increase (decrease) in liabilities:
Accounts payable (1,691) 161
Accrued expenses 1,048 234
Income taxes payable 641 748
------------- ------------
Net cash provided by operating activities 3,685 1,199
------------- ------------
Cash flows from investing activities:
Acquisition of property and equipment (1,680) (1,579)
Dispositions of property and equipment 27 --
Purchases of investments -- (2,133)
Maturities of investments -- 2,076
------------- ------------
Net cash used in investing activities (1,653) (1,636)
------------- ------------
Cash flows from financing activities:
Repayment of debt (4,463) --
Repayment of obligations under capital lease (191) (49)
------------- ------------
Net cash used in financing activities (4,654) (49)
------------- ------------
Effect of exchange rates on cash 5 --
------------- ------------
Increase (decrease) in cash and cash equivalents (2,617) (486)
Cash and cash equivalents, beginning of period 5,828 3,840
------------- ------------
Cash and cash equivalents, end of period $ 3,211 $ 3,354
============ ============
Cash paid during the period for:
Interest $ 376 $ 18
============ ============
Income taxes $ 338 $ 343
============ ============
</TABLE>
Page 3 of 11
<PAGE>
CHANNELL COMMERCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 1999 and 1998
(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 consolidated results of operations for the
three-months ended March 31, 1999 and 1998, (b) the consolidated financial
position at March 31, 1999, and (c) the consolidated statements of cash
flows for the three-month periods ended March 31, 1999 and 1998 have been
made. The results for the three-month period ended March 31, 1999, are not
necessarily indicative of the results for the entire year.
2. The Company operates in one industry segment as a manufacturer and supplier
of telecommunications equipment. Currently, the Company is organized into
four geographic regions: the United States, Europe/Middle East, Canada and
Australia/Asia. The following tables summarize segment information for the
three-month periods ended March 31, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
Revenues from unrelated entities: 1999 1998
------------ -----------
<S> <C> <C>
United States $16,321 $13,900
Europe/Middle East 3,602 857
Canada 834 940
Australia/Asia 3,941 7
----------- -----------
$24,698 $15,704
=========== ===========
Income from operations:
United States $ 3,036 $ 2,511
Europe/Middle East (625) 20
Canada 126 --
Australia/Asia 847 (38)
----------- -----------
$ 3,384 $ 2,493
=========== ===========
</TABLE>
There has not been any significant changes in the total assets of each
reportable segment from the amounts disclosed in the Audited Financial
Statements and Notes thereto for the year ended December 31, 1998.
Page 4 of 11
<PAGE>
Part I -- Financial Information
Item 2 -- Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
Comparison of the Three Months Ended March 31, 1999 With the Three Months Ended
March 31, 1998
Net Sales. Net sales increased $9.0 million or 57.3% from $15.7 million in
the first three months of 1998 to $24.7 million in the first three months of
1999, as a result of increased sales of telecommunication enclosure and
component products of $8.6 million (including $7.2 million of A.C. Egerton
(Holdings) Plc ("Egerton") products) and $0.4 million of other related
equipment.
Domestic net sales increased $2.4 million or 17.3% from $13.9 million in
the first three months of 1998 to $16.3 million in the first three months of
1999, primarily due to continued growth in both upgrade and rebuild construction
to facilitate increased broadband requirements. International net sales
increased $6.6 million or 366.7% from $1.8 million in the 1998 period to $8.4
million in the 1999 period, due to the sales of $7.2 million of Egerton products
while Channell's broadband sales decreased $0.5 million in Europe and $0.1
million in Canada.
Gross Profit. Gross profit increased $3.2 million or 50.0% from $6.4
million in the first three months of 1998 to $9.6 million in the first three
months of 1999. Of this improvement, $2.2 million is attributable to sales of
Egerton products and $1.0 million was attributable to increased sales volume of
Channell's telecommunications enclosure and component products. Gross margin
decreased from 40.9% to 38.9% in the comparable periods, primarily due to a
30.6% margin contribution from Egerton revenues, while margin on Channell's
products increased from 40.9% to 42.3% as a result of increased sales volume,
which resulted in higher operating leverage.
Commission Income. Commission income decreased $0.1 million or 100.0% from
$0.1 million in the first three months of 1998. The decrease is a result of the
termination of a marketing agreement for the sale of cable-in-conduit products.
Selling. Selling expense increased $1.1 million or 50.0% from $2.2 million
in the first three months of 1998 to $3.3 million in the first three months of
1999, primarily as a result of $0.9 million of increased selling expenses
related to the Egerton operations. As a percentage of net sales, selling
expense decreased from 14.0% in the 1998 period to 13.4% in the 1999 period.
Page 5 of 11
<PAGE>
General and Administrative. General and administrative expenses increased
$0.9 million or 64.3% from $1.4 million in the first three months of 1998 to
$2.3 million in the first three months of 1999, primarily as a result of the
Egerton operations including $0.2 million of goodwill amortization. As a
percentage of net sales, general and administrative expenses increased from 8.9%
in the 1998 period to 9.3% in the 1999 period.
Research and Development. Research and development expenses increased $0.2
million or 50.0% from $0.4 million in the first three months of 1998 to $0.6
million in the first three months of 1999, as a result of increased payroll and
related expenses in the amount of $0.1 million associated with increased
staffing and $0.1 million related to Egerton. As a percentage of net sales,
research and development decreased from 2.5% in the 1998 period to 2.4% in the
1999 period.
Income from Operations. As a result of the items discussed above, income
from operations increased $0.9 million or 36.0% from $2.5 million in the first
three months of 1998 to $3.4 million in the first three months of 1999, while
operating margin decreased from 15.9% to 13.8%.
Income Taxes. Income taxes were $1.1 million in the first three months of
1998 and 1999, with effective tax rates of 42.3% and 39.3%, respectively.
Year 2000 Computer Systems Compliance
The Year 2000 problem concerns the inability of certain computers and
computer systems to process data beyond January 1, 2000. Many software programs
refer to years in terms of their final two digits only. These programs may
interpret the year 2000 as 1900 and may not recognize that the year 2000 is a
leap year. (The year 1900 was not a leap year.) If not corrected, these
programs could shut down or generate incorrect critical data.
The Company has developed a plan to deal with the Year 2000 issues that it
faces. The Company, independent of the Year 2000 issues has embarked on a
worldwide project to implement a new business information system throughout the
Company using i2 Rhythm Factory Planner, Oracle ERP software and associated
hardware. These new systems will make the Company's business information
systems approximately 85% Year 2000 compliant and are scheduled for completion
domestically in the second quarter of 1999 and internationally in the third
quarter of 1999. The Company is on schedule for implementation of these new
systems.
Page 6 of 11
<PAGE>
In addition to business information systems, the Company's plan calls for the
analysis, correction and testing of embedded systems which might not operate or
might not operate properly after January 1, 2000. Those Systems include, but
are not limited to, telephone and voice mail systems, manufacturing and
production equipment, freight and shipping software, office machines, elevators
and building security systems. The Company has completed 60% of the in-house
testing and/or obtaining of manufacturer's certifications for the Year 2000
compatibility of these systems. Any items that cannot be determined to be
compliant or cannot be upgraded to be compliant are being replaced if they are
deemed to be critical to the operations of the Company.
The Company's plan also includes a procedure for analyzing the Year 2000
status of key outside suppliers, service providers and customers whose failure
to comply could have an adverse affect on the Company. These procedures include
a standard Year 2000 compliance agreement as well as a survey-type questionnaire
designed to help measure the vendor's progress in dealing with the Year 2000
issues. The Company has identified its key vendors and customers and has
completed 60% of the process of mailing the questionnaire and/or obtaining the
certification agreements. This phase of the plan is on-going, but is
anticipated to be complete in the third quarter of 1999.
The Company has contingency plans to deal with the failure of the above to
meet the Year 2000 issue with regard to the systems upgrade. The contract with
the suppliers includes a guarantee that the new systems will be implemented and
tested, and that the systems will be Year 2000 compliant. In addition, in the
event that the Oracle system does not meet the project time line (6/30/99), the
Company will install Y2K patches for its existing Data General operating system
along with the Apollo business application software. This will ensure, on a
short-term basis, that the Company will continue in a production environment
while meeting the Year 2000-compliance situation. No contingency plan has been
established to deal with the embedded Systems issue in that any critical, non-
compliant systems will be replaced or corrected as they are discovered.
Contingency plans to deal with outside suppliers and customers will be developed
as indicated by the on-going analysis of these entities. Such contingency plans
could include the building of inventories, the search for alternative suppliers,
or the request for advance payments or deposits from customers, all as the case
may indicate.
The total costs associated with becoming Year 2000 compliant are not expected
to be material to the Company's financial position or results of operations.
Total costs associated with the business information systems project are
expected to be $3.5 million, most of that attributable to the systems upgrade
that was being done independently of the Year 2000 problems. Approximately 50%
of the costs associated with the Systems upgrade have already been incurred.
Page 7 of 11
<PAGE>
Failure to anticipate and correct the Year 2000 problem could result in an
interruption in or a failure of certain normal business activities including,
but not limited to, temporary plant closings, delays in the delivery of
products, delays in receipt of supplies, invoice and collection errors, delays
in the collection of receivables and inventory obsolescence. The Company
believes that with the implementation of the new business information systems
and completion of the other procedures contained in the Year 2000 plan
(particularly the analysis of third party vendor and customer Year 2000
compliance activities), that any significant interruptions and negative impacts
from Year 2000 problems will be reduced.
Liquidity and Capital Resources
Net cash provided by operating activities was $1.2 million and $3.7 million
for the three months ended March 31, 1998 and 1999, respectively. Net cash used
in financing activities was less than $0.1 million for the three months ended
March 31, 1998, and was $4.7 million for the three months ended March 31, 1999.
Net cash used in investing activities was $1.6 million and $1.7 million for the
periods ended March 31, 1998 and 1999, respectively.
Accounts receivable decreased from $17.9 million at December 31, 1998, to
$16.3 million at March 31, 1999, as a result of increased collection activity
during the period. Inventories increased from $15.0 million at December 31,
1998, to $16.4 million at March 31, 1999, primarily as a result of increased
work in-process and finished goods in anticipation of higher sales in the second
half of 1999.
The Company made capital expenditures of $1.6 million and $1.7 million for the
first quarter of 1998 and 1999, respectively, and anticipates additional capital
spending for equipment, product tooling and test equipment for the remainder of
1999.
The Company, in the second quarter of 1998, entered into a new Senior
Revolving Loan Agreement ("Revolving Facility") with a bank to provide funds for
the Egerton acquisition as well as for working capital and equipment acquisition
purposes. The Revolving Facility is in the amount of $25.0 million of which
$16.4 million had been drawn down as of March 31, 1999. The outstanding
balance bears interest at a variable rate based on either the bank's base rate
or the applicable LIBOR rate depending on the nature of the borrowings. The
weighted average interest rate at March 31, 1999 was 6.15%. The loan is secured
by substantially all the Company's tangible and intangible assets and up to 65%
of the capital stock of the Company's subsidiaries and is due April 30, 2003.
Page 8 of 11
<PAGE>
The Revolving Facility contains various financial and operating covenants
which, among other things, impose limitations on the Company's ability to incur
additional indebtedness, merge or consolidate, sell assets except in the
ordinary course of business, make certain investments, enter into leases and pay
dividends. The Company is also required to comply with covenants related to
minimum net worth and other financial ratios.
The Company also has a credit facility available to the Egerton subsidiaries,
which includes an overdraft facility totaling approximately $5.0 million plus
the combined cash balances of those subsidiaries, which were less than $0.1
million at March 31, 1999. Also included are facilities, totaling approximately
$2.0 million, to provide financing for international letters of credit, forward
exchange contracts and other items. Outstanding borrowings (net of cash
balances) bear interest at the bank's base rate (6.25% at March 31, 1999) plus a
spread ranging from 1.25% to a maximum of 4% depending on the amount borrowed.
The facility is collateralized by the assets of the subsidiaries and is due for
renewal in August 1999.
The Company believes that income from operations, coupled with borrowing under
its revolving credit facilities will be sufficient to fund the Company's capital
expenditure and working capital requirements.
Forward-looking statements contained within this 10-Q are subject to many
uncertainties in the Company's operations and business environments. Examples
of such uncertainties include customer demand, low material costs, Year 2000
compliance, integration of acquired business and worldwide economic conditions
among others. Such uncertainties are discussed further in the Company's annual
report and S-1 filed with the Securities and Exchange Commission.
Page 9 of 11
<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
Form 8-K, item 2, Acquisition of Assets, filed May 18, 1998
Form 8-KA, item 7, Financial Statements, filed July 17, 1998
Report of BDO Stoy Hayward, Chartered Accountants and Registered
Auditors
Consolidated Profit and Loss Accounts for each of the three years
ended December 31, 1997, 1996 and 1995, and for the three months
ended March 31, 1998 and 1997 (unaudited)
Consolidated Balance Sheets as of December 31, 1997 and 1996, and
March 31, 1998 (unaudited)
Consolidated Cash Flow Statements for each of the three years
ended December 31, 1997, 1996 and 1995, and for the three months
ended March 31, 1998 and 1997 (unaudited)
Notes Forming Part of the Financial Statements for the years
ended December 31, 1997, 1996 and 1995, and for the three months
ended March 31, 1998 and 1997 (unaudited)
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 Senior Revolving Loan Agreement dated as of May 1, 1998, between the
Company and Fleet National Bank (3)
Page 10 of 11
<PAGE>
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)
10.14 Lease dated September 24, 1997 between the Company and SCI North
Carolina Limited Partnership (4)
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 (5)
10.20 Letter Agreement regarding employment, Andrew M. Zogby (2)
10.21 Letter Agreement regarding employment, John B. Kaiser (2)
10.22 A.C. Egerton (Holdings) PLC Share Purchase Agreement (3)
10.23 Amendment to Employment Agreement, William H. Channell Jr., dated
December 31, 1998 (5)
11 Computation of Proforma Income per Share (2)
27 Financial Data Schedule (6)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 1999.
_______
(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) Incorporated by reference to the indicated exhibits filed in connection with
the Company's Form 8-K on May 18, 1998.
(4) Incorporated by reference to the indicated exhibits filed in connection with
the Company's Form 10-Q on May 6, 1998.
(5) Incorporated by reference to the indicated exhibits filed in connection with
the Company's Form 10-K on March 31, 1999.
(6) 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 4, 1999 By:/s/ Gary W. Baker
------------------
Gary W. Baker
Chief Financial Officer
Page 11 of 11
<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, 1999 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-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> MAR-31-1999 DEC-31-1998
<CASH> 3,211 5,828
<SECURITIES> 0 0
<RECEIVABLES> 16,346 17,890
<ALLOWANCES> 0 0
<INVENTORY> 16,410 14,992
<CURRENT-ASSETS> 37,224 40,505
<PP&E> 42,524 42,081
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 95,407 98,442
<CURRENT-LIABILITIES> 16,389 20,537
<BONDS> 0 0
0 0
0 0
<COMMON> 92 92
<OTHER-SE> 54,203 52,488
<TOTAL-LIABILITY-AND-EQUITY> 95,407 98,442
<SALES> 24,698 92,710
<TOTAL-REVENUES> 0 0
<CGS> 15,104 56,578
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 6,215 21,490
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 537 1,342
<INCOME-PRETAX> 2,847 13,858
<INCOME-TAX> 1,137 5,749
<INCOME-CONTINUING> 1,710 8,109
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,710 8,109
<EPS-PRIMARY> .19 .88
<EPS-DILUTED> .19 .88
</TABLE>
