SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Check One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURUSANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _____________ to _____________
Commission file number 000-25277
PACIFIC MAGTRON INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0353141
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 California Circle, Milpitas, California 95035
(Address of Principal Executive Offices) (Zip Code)
(408) 956-8888
(Registrant's Telephone Number, Including Area Code)
---------------------------------------------------
Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report
Indicate by check [X] 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 [ ]
Common Stock, $.001 par value per share:
10,100,000 shares issued and outstanding at June 30, 1999
<PAGE>
Part I. - Financial Information
Item 1. - Consolidated Financial Statements
Consolidated balance sheets as of December 31, 1998
and June 30, 1999 (Unaudited) 1-2
Consolidated statements of income for the three months
and six months ended June 30, 1998 and 1999 (Unaudited) 3
Consolidated statements of cash flows for the six
months ended June 30, 1998 and 1999 (Unaudited) 4
Notes to consolidated financial statements 5-7
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-14
Part II - Other Information
Item 6. - Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PACIFIC MAGTRON INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
December 31, June 30,
1998 1999
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,197,100 $ 4,320,800
Accounts receivable, net of allowance for
doubtful accounts of $150,000 and $150,000 6,321,800 6,762,800
Inventories 6,390,300 4,273,300
Prepaid expenses and other current assets 548,000 1,108,200
Notes and interest receivable from shareholders 268,100 274,900
Deferred income taxes 161,300 161,300
----------- -----------
TOTAL CURRENT ASSETS 16,886,600 16,901,300
PROPERTY, PLANT AND EQUIPMENT, net 4,038,000 4,631,200
DEPOSITS AND OTHER ASSETS 183,800 71,100
----------- -----------
$21,108,400 $21,603,600
=========== ===========
See accompanying notes to consolidated financial statements.
1
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PACIFIC MAGTRON INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
December 31, June 30,
1998 1999
----------- -----------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of notes payable $ 51,200 $ 45,300
Floor plan inventory loans 2,305,000 907,900
Accounts payable 6,460,300 7,694,100
Accrued expenses 138,600 189,300
----------- -----------
TOTAL CURRENT LIABILITIES 8,955,100 8,836,600
NOTES PAYABLE, less current portion 3,377,100 3,361,700
DEFERRED INCOME TAXES 31,500 31,500
----------- -----------
TOTAL LIABILITIES 12,363,700 12,229,800
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 5,000,000
shares authorized; no shares issued and
outstanding -- --
Common stock, $0.001 par value; 25,000,000
shares authorized; 10,100,000 shares issued
and outstanding at December 31, 1998 and
June 30, 1999 10,100 10,100
Additional paid-in capital 1,299,100 1,763,100
Retained earnings 7,435,500 7,600,600
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 8,744,700 9,373,800
----------- -----------
$21,108,400 $21,603,600
=========== ===========
See accompanying notes to consolidated financial statements.
2
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PACIFIC MAGTRON INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- --------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
SALES $23,704,000 $24,042,400 $48,815,400 $50,622,700
COST OF SALES 21,961,300 22,126,200 45,690,400 46,805,000
----------- ----------- ----------- -----------
GROSS MARGIN 1,742,700 1,916,200 3,125,000 3,817,700
SELLING, GENERAL AND ADMINISTRATIVE EXPENS 875,900 1,636,900 1,665,200 3,151,900
AMORTIZATION OF PREPAID CONSULTING FEE -- 130,700 -- 350,100
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 866,800 148,600 1,459,800 315,700
----------- ----------- ----------- -----------
OTHER EXPENSE (INCOME):
Interest income on shareholder notes (2,800) (2,800) (5,600) (7,300)
Interest income (39,500) (36,900) (83,700) (85,900)
Interest expense 70,300 68,200 140,000 133,800
----------- ----------- ----------- -----------
TOTAL OTHER EXPENSE 28,000 28,500 50,700 40,600
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 838,800 120,100 1,409,100 275,100
INCOME TAXES 335,500 47,900 563,600 110,000
----------- ----------- ----------- -----------
NET INCOME $ 503,300 $ 72,200 $ 845,500 $ 165,100
=========== =========== =========== ===========
BASIC AND DILUTED EARNINGS PER SHARE $ 0.06 $ 0.01 $ 0.09 $ 0.02
=========== =========== =========== ===========
BASIC WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 9,000,000 10,100,000 9,000,000 10,100,000
STOCK OPTIONS -- 118,600 -- 114,500
----------- ----------- ----------- -----------
DILUTED WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 9,000,000 10,218,600 9,000,000 10,214,500
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
PACIFIC MAGTRON INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 30, 1998 1999
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 845,500 $ 165,100
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 69,000 87,700
Amortization of prepaid consulting fee -- 350,100
Changes in operating assets and liabilities:
Accounts receivable (1,629,900) (441,000)
Inventories (3,586,200) 2,117,000
Prepaid expenses and other current assets (21,200) (456,000)
Accounts payable 3,076,200 1,233,800
Accrued expenses 23,100 50,700
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,223,500) 3,107,400
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes and interest receivable from shareholders (55,700) (6,800)
Deposits and other assets 300 122,400
Acquisition of property and equipment (6,800) (680,900)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (62,200) (565,300)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in floor plan
inventory loans 1,583,400 (1,397,100)
Principal payments on SBA loan (11,500) (12,400)
Principal payments on bank loan (8,100) (8,900)
----------- -----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES 1,563,800 (1,418,400)
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 278,100 1,123,700
CASH AND CASH EQUIVALENTS, beginning of period 3,262,900 3,197,100
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 3,541,000 $ 4,320,800
=========== ===========
See accompanying notes to consolidated financial statements.
4
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PACIFIC MAGTRON INTERNATIONAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION
Pacific Magtron International Corp. (formerly Wildfire Capital Corporation,
a publicly traded shell corporation) (the Company), a Nevada corporation,
was incorporated on January 8, 1996.
On July 17, 1998 the Company completed the acquisition of 100% of the
outstanding common stock of Pacific Magtron, Inc. (PMI), in exchange for
9,000,000 shares of the Company's common stock. For accounting purposes,
the acquisition has been treated as the acquisition of the Company by PMI
with PMI as the acquirer (reverse acquisition). The historical financial
statements prior to July 17, 1998 are those of PMI. Since the Company prior
to the reverse acquisition was a public shell corporation with no
significant operations, pro-forma information giving effect to the
acquisition is not presented. All shares and per share data prior to the
acquisition have been restated to reflect the stock issuance as a
recapitalization of PMI. The shares held by the shareholders of the Company
prior to the acquisition (1,000,000 shares after reflecting a three for two
reverse stock split effected by the Company immediately prior to the
acquisition) have been recognized as if they were issued in connection with
the acquisition of the Company by PMI.
PMI, a California corporation, was incorporated on August 11, 1989. PMI's
principal activity consists of the importation and wholesale distribution
of electronics products, computer components, and computer peripheral
equipment throughout the United States.
In May 1998, the Company formed its Frontline Network Consulting
(Frontline) division, a corporate information systems group that serves the
networking and personal computer requirements of corporate customers.
Revenues earned and net loss incurred by Frontline during the six months
ended June 30, 1999 were $1,787,000 (including service revenues of
$126,300) and $46,000, respectively, and Frontline's total assets were
$871,600 at June 30, 1999. Revenues earned and net loss incurred by
Frontline was insignificant during the three months and six months ended
June 30, 1998.
5
<PAGE>
PACIFIC MAGTRON INTERNATIONAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
2. FINANCIAL STATEMENT PRESENTATION AND NEW ACCOUNTING STANDARD
The accompanying consolidated financial statements at June 30, 1999 and for
the three and six-month periods ended June 30, 1998 and 1999 are unaudited.
However, they have been prepared on the same basis as the annual financial
statements and, in the opinion of management, reflect all adjustments,
which include only normal recurring adjustments, necessary for a fair
presentation of consolidated financial position and results of operations
for the periods presented. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and accompanying notes for the
year ended December 31, 1998 presented in the Company's Form 10, as
amended.
In June 1998, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS No. 133 requires companies to recognize all derivatives
contracts as either assets or liabilities in the balance sheet and to
measure them at fair value. If certain conditions are met, a derivative may
be specifically designated as a hedge, the objective of which is to match
the timing of gain or loss recognition on the hedging derivative with the
recognition of (i) the changes in the fair value of the hedged assets or
liability that are attributable to the hedged risk or (ii) the earnings
effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain and loss is recognized in
income in the period of change. SFAS No. 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000.
Historically, the Company has not entered into derivatives contracts either
to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of this standard to affect its financial
statements.
6
<PAGE>
PACIFIC MAGTRON INTERNATIONAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. STOCK OPTIONS
During the six months ended June 30, 1999, no additional options of the
Company's common stock were granted and no issued options were exercised.
4. STATEMENTS OF CASH FLOWS
Cash was paid during the six months ended June 30, 1998 and 1999 for:
Six Months Ending June 30, 1998 1999
-------------------------- -------- --------
Income taxes $502,500 $386,000
======== ========
Interest $140,000 $133,800
======== ========
5. CONSULTING AGREEMENT
On July 17, 1998, the Company issued 100,000 restricted shares of its
common stock to an unrelated party under the terms of a consulting
agreement. Under the Agreement, if the services are provided, the shares
vest 50% on July 17, 1999 and 50% on July 17, 2000. If the services are not
provided as required, the consultant will forfeit those shares not vested.
The Company is accounting for this transaction in accordance with Emerging
Issues Task Force (EITF) No. 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT
ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH
SELLING, GOODS OR SERVICES. As the measurement date for determining the
final value of these shares has yet to occur as of June 30, 1999, the
Company is valuing the shares at each reporting date at their then-current
value. As of June 30, 1999, the Company has recorded these shares at their
estimated current fair value of $975,000 as of June 30, 1999. The $464,000
increase in the estimated then-current fair value of these shares from
$511,000 as of December 31, 1998 to $975,000 as of June 30, 1999 has been
reflected as an increase in additional paid-in capital. Included in other
current and long-term assets as of June 30, 1999 is $507,800, representing
the unamortized portion of the prepaid consulting fees.
6. EQUITY INVESTMENT
In May 1999, the Company entered into a Management Operating Agreement
which provides for a 50% ownership interest in a newly formed company, LEA
Publishing, LLC (LEA). LEA is in the post-technological feasibility
production phase of various new software products. The Company is
accounting for its investment in LEA on the equity method whereby 50% of
the equity interest in the net income or loss of LEA flows through to the
Company.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The accompanying discussion and analysis of financial condition and results of
operations is based on the consolidated financial statements of the Company,
which are included elsewhere in this Quarterly Report. The following discussion
and analysis should be read in conjunction with the accompanying financial
statements and related notes thereto. This discussion contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company's actual results could differ materially from those set forth in the
forward-looking statements. Forward-looking statements, by their very nature,
include risks and uncertainties. Accordingly, the Company's actual results could
differ materially from those discussed in this Report. A wide variety of factors
could adversely impact revenues, profitability, cash flows and capital needs.
Such factors, many of which are beyond the control of the Company and its
management, include, but are not limited to, technological changes, diminished
marketability of inventory, increased warranty costs, competition, recruitment
and retention of technical personnel, Year 2000, dependence on continued
manufacturer certification, dependence on certain suppliers, risks associated
with the projects the Company is engaged to complete, and dependence on key
personnel.
GENERAL
Pacific Magtron International Corp., a Nevada corporation (the "Company" or
"Pacific Magtron"), is an integrated solutions provider of computer-related
equipment and services. The Company's primary business is the wholesale
distribution of computer and related hardware components and software for
personal computers to value added resellers, retailers, systems integrators,
original equipment manufacturers, independent hardware and software vendors,
consultants, and contractors. In May 1998, the Company formed a corporate
information systems division known as Frontline Network Consulting ("Frontline")
to serve the networking and personal computer requirements of corporate
customers. As used herein and unless otherwise indicated, the terms "Company"
"we" and "our" refer to Pacific Magtron International Corp. and each of its
operating divisions and subsidiaries.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain selected
financial data as a percentage of sales:
Three Months Ended Six Months Ended
June 30, June 30,
----------------- -----------------
1998 1999 1998 1999
---- ---- ---- ----
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 92.6 92.0 93.6 92.5
----- ----- ----- -----
Gross margin 7.4 8.0 6.4 7.5
Operating expenses 3.7 7.4 3.4 6.9
----- ----- ----- -----
Income from operations 3.7 0.6 3.0 0.6
Other expense, net 0.1 0.1 0.1 0.1
Income taxes 1.4 0.2 1.2 0.2
----- ----- ----- -----
Net income 2.1% 0.3% 1.7% 0.3%
===== ===== ===== =====
8
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THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
Sales for the three months ended June 30, 1999 were $24,042,400, an increase of
$338,400, or approximately 1%, compared to $23,704,000 for the three months
ended June 30, 1998. Approximately $1,046,200 of the sales earned by the Company
during the three months ended June 30, 1999 was attributable to the new
FrontLine division that was formed in May 1998 to serve the networking and
personal computer requirements of corporate customers. Sales earned by the
Company's Frontline division were negligible during the three months ended June
30, 1998. Thus, there was a decrease in sales attributable to the Company's
computer products division for the three months ended June 30, 1999 of $707,800,
or approximately 3%, compared to the corresponding period of the previous year
as the Company focused its efforts on improving gross margin, which resulted in
an overall decrease in sales.
Gross margin for the three months ended June 30, 1999 was $1,916,200, an
increase of $173,500 or 10%, compared to $1,742,700 for the three months ended
June 30, 1998. The gross margin as a percentage of sales increased from 7.4% for
the three months ended June 30, 1998 to 8.0% for the three months ended June 30,
1999. This increase is primarily due to better cost controls, including
participation in more vendor rebate programs, and an increased focus on
marketing products with a higher gross margin. Gross margin relating to the
FrontLine division for the three months ended June 30, 1999 was $124,600, or
11.9% of FrontLine's sales during the same period. However, since FrontLine's
sales levels were relatively insignificant in relation to that of the Company's
computer products group, the higher gross margin percentage earned by FrontLine
had only a minor effect on the overall increase in the Company's gross margin
during the three months ended June 30, 1999.
Operating expenses, including selling, general, administrative and amortization
of prepaid consulting fee for the three smonths ended June 30, 1999 were
$1,767,600, an increase of $891,700, or 102%, compared to $875,900 for the three
months ended June 30, 1998. The noted increase is primarily a result of the
hiring of additional personnel to support the expansion of the Company's
business and establishment of the management infrastructure, including the
ramp-up of the Company's Frontline division. Further, the Company incurred
additional expenses during the three months ended June 30, 1999, including a
non-cash charge of $130,700 for the amortization of a prepaid consulting fee, in
connection with the transition to a publicly traded company. As a percentage of
sales, operating expenses increased to 7.4% for the three months ended June 30,
1999 as compared to 3.7% for the three months ended June 30, 1998 resulting from
an increase in the Company's fixed cost component of operating expenses.
Income from operations for the three months ended June 30, 1999 was $148,600, a
decrease of $718,200, or 83%, compared to $866,800 for the three months ended
June 30, 1998. As a percentage of sales, income from operations decreased to
0.6% for the three months ended June 30, 1999 compared to 3.7% for the three
months ended June 30, 1998. This decrease was primarily due to the 102% increase
in operating expenses which was minimally offset by the improved gross margin
experienced during the three months ended June 30, 1999.
9
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Interest expense for the three months ended June 30, 1999 was $68,200, a
decrease of $2,100 or 3%, compared to $70,300 for the three months ended June
30, 1998. This decrease was due to a decrease in the balance of the Company's
mortgage on its office building facility as a result of scheduled principal
payments. Interest income decreased from $42,300 for the three months ended June
30, 1998 to $39,700 for the three months ended June 30, 1999, a decrease of
$2,600 or 6%, which was principally due to lower market interest rates available
for short-term investments of cash and cash equivalents.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
Sales for the six months ended June 30, 1999 were $50,622,700, an increase of
$1,807,300, or approximately 4%, compared to $48,815,400 for the six months
ended June 30, 1998. Approximately $1,787,000 of the sales earned by the Company
during the six months ended June 30, 1999 was attributable to the new FrontLine
division that was formed in May 1998 to serve the networking and personal
computer requirements of corporate customers. Sales earned by the Company's
Frontline division were negligible during the six months ended June 30, 1998.
The remainder of the increase in sales was primarily due to increased market
share achieved during the first quarter of 1999 through expanded marketing
efforts by the Company's computer products group.
Gross margin for the six months ended June 30, 1999 was $3,817,700, an increase
of $692,700 or 22%, compared to $3,125,000 for the six months ended June 30,
1998. The gross margin as a percentage of sales increased from 6.4% for the six
months ended June 30, 1998 to 7.5% for the six months ended June 30, 1999. This
increase is primarily due to better cost controls, including participation in
more vendor rebate programs, and an increased focus on marketing products with a
higher gross margin. Gross margin relating to the FrontLine division for the six
months ended June 30, 1999 was $245,900, or 13.8% of FrontLine's sales during
the same period. However, since FrontLine's sales levels were relatively
insignificant in relation to that of the Company's computer products group, the
higher gross margin percentage earned by FrontLine had only a minor effect on
the overall increase in the Company's gross margin during the six months ended
June 30, 1999.
Operating expenses, including selling, general, administrative and amortization
of prepaid consulting fee, for the six months ended June 30, 1999 were
$3,502,000, an increase of $1,836,800, or 110%, compared to $1,665,200 for the
six months ended June 30, 1998. The increase is primarily a result of the hiring
of additional personnel to support the expansion of the Company's business and
establishment of the management infrastructure, including the ramp-up of the
Company's Frontline division. In addition, the Company incurred additional
expenses in 1999, including a non-cash charge of $350,100 for the amortization
of a prepaid consulting fee, in connection with the transition to a publicly
traded company. As a percentage of sales, operating expenses increased to 6.9%
for the six months ended June 30, 1999 compared to 3.4% for the six months ended
June 30, 1998 resulting from an increase in the Company's fixed cost component
of operating expenses.
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Income from operations for the six months ended June 30, 1999 was $315,700, a
decrease of $1,144,100, or 78%, compared to $1,459,800 for the six months ended
June 30, 1998. As a percentage of sales, income from operations decreased to
0.6% for the six months ended June 30, 1999 as compared to 3.0% for the six
months ended June 30, 1998. This decrease was primarily due to the 110% increase
in operating expenses which was minimally offset by the improved gross margin
experienced during the six months ended June 30, 1999.
Interest expense for the six months ended June 30, 1999 was $133,800, a decrease
of $6,200, or 4%, compared to $140,000 for the six months ended June 30, 1998.
This decrease was due to a decrease in the balance of the Company's mortgage on
its office building facility as a result of scheduled principal payments.
Interest income increased from $89,300 for the six months ended June 30, 1998 to
$93,200 for the six months ended June 30, 1999, an increase of $3,900, or 4%,
which was principally due to the Company's improved cash management.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations primarily through cash
generated by operations and borrowings under its floor plan inventory loans.
At June 30, 1999, the Company had consolidated cash and cash equivalents
totaling $4,320,800 and working capital of $8,064,700. At December 31, 1998, the
Company had consolidated cash and cash equivalents totaling $3,197,100 and
working capital of $7,931,500.
Net cash provided by operating activities during the six months ended June 30,
1999 was $3,107,400, which principally reflected the decrease in inventory, the
increase in accounts payable, the amortization of the prepaid consulting fee and
the net income for the period, which was partially offset by increases in
accounts receivable, and prepaid expenses and other current assets. The decrease
in inventory was due primarily to the Company's focus on improving its inventory
turnover by balancing the inventory product mix and levels in relation to
customer orders with favorable vendor terms and programs. Net cash used in
operating activities during the six months ended June 30, 1998 was $1,223,500,
which reflected the net effect of increases in accounts receivable and inventory
that were partially offset by an increase in accounts payable and the net income
for the period.
Net cash used in investing activities was $565,300 during the six months ended
June 30, 1999, primarily reflecting cash used for improvements to the building
owned and occupied by the Company to support the Company's expanding workforce.
Net cash used in investing activities during the six months ended June 30, 1998
was $62,200, primarily resulting from the issuance of an additional note
receivable to a shareholder.
Net cash used in financing activities was $1,418,400 for the six months ended
June 30, 1999, primarily from the decrease in floor plan inventory loans, as
well as payment of the mortgage loans for the Company's facility. As of June 30,
1999, the Company had available financing in the form of a $7.0 million floor
plan inventory loan, which is collateralized by the inventory purchased and any
proceeds from the sale of the inventory. The outstanding balance of the floor
plan inventory loan at June 30, 1999 was $907,900 and the loan is subject to
11
<PAGE>
45-day repayment terms, at which time interest begins to accrue at the prime
rate (7.75% at June 30, 1999). Net cash provided by financing activities was
$1,563,800 for the six months ended June 30, 1998, primarily from the increase
in the floor plan inventory loans, which was partially offset by payment of the
mortgage loans for the office facility.
As of June 30, 1999, the Company's material commitments for capital expenditures
consisted of an estimated $400,000 investment in its 50% equity interest in LEA
Publishing, LLC, a company that was formed during 1999 and is currently in the
post-technological feasibility production phase of various new software
products. The Company believes that the cash flow from operations and borrowing
available under its $7.0 million inventory floor plan loan will satisfy the
Company's anticipated requirements for working capital through at least the next
12 months.
RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No.
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged assets or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain and loss is
recognized in income in the period of change. SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000.
Historically, the Company has not entered into derivatives contracts either to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the standard to affect its financial statements.
INFLATION
Inflation has not had a material effect upon the Company's results of operations
to date. In the event the rate of inflation should accelerate in the future, it
is expected that to the extent resulting increased costs are not offset by
increased revenues, the operations of the Company may be adversely affected.
YEAR 2000
The Year 2000 problem concerns the inability of certain computer systems to
appropriately recognize the Year 2000 when the last two digits of the year are
entered in the date field. The Company's date critical functions related to the
Year 2000 and beyond, such as sales, distribution, purchasing, inventory
control, merchandise, planning and replenishment, facilities, and financial
systems, may be adversely affected unless these computer systems are Year 2000
compliant.
12
<PAGE>
The Company's management has performed a complete assessment of the Company's
Year 2000 requirements, including all of its information technology an
non-information technology systems, and has made the expenditures necessary to
make the Company's major computer systems and some non-critical programs Year
2000 compliant. The total cost of identifying and addressing Year 2000 problems
was $75,000.
The Company has developed a contingency plan for dealing with the worst case
scenario in order to minimize the risks associated with potential Year 2000
disruptions, including assessing the need to locate alternate vendors or service
providers.
The Company's Year 2000 compliance is partially dependent upon key third parties
also being Year 2000 compliant on a timely basis. The Company could be adversely
affected by the Year 2000 problem if computer systems of third parties such as
banks, suppliers and others with whom the Company does business fail to address
the Year 2000 problem successfully. For example, the Company may be adversely
affected by, among other things, warranty and other claims made by the Company's
suppliers related to product failures caused by the Year 2000 problem, the
disruption or inaccuracy of data provided to the Company by non-Year 2000
compliant third parties, and the failure of the Company's service providers to
become Year 2000 compliant.
In an effort to evaluate and reduce its exposure in this area, the Company is
making an inquiry of its vendors and other business partners about their
progress in identifying and addressing problems that their computer systems may
face in correctly processing date information related to the Year 2000. In
particular, the Company is obtaining statements from a substantial majority of
its suppliers that certain of their products are Year 2000 compliant, can be
upgraded to meet Year 2000 demands, or do not affect "date sensitive"
information. The Company estimates that this process, including analysis of
responses and follow up interviews, will be complete on or before September 30,
1999.
The Company's management believes that the purchasing patterns of customers and
prospective customers might be affected by Year 2000 issues. Many companies may
need to modify or upgrade their information systems to address the Year 2000
problem. The effects of this issue and of the efforts by other companies to
address it are unclear. Many companies are expending significant resources to
correct their current software systems for Year 2000 compliance. These
expenditures might result in reduced funds available to purchase services and
products such as those that the Company offers.
The Company has no reason to believe that its exposure to the risks of lack of
supplier and customer Year 2000 readiness is any greater than the exposure to
such risks that affect its competitors generally. However, if a significant
number of the Company's key suppliers, customers and other business partners
experience business disruptions as a result of their lack of Year 2000
readiness, their problems could have a material adverse effect on the financial
position and operations of the Company. In addition, if all Year 2000 issues
within the Company's business are not properly identified, there can be no
assurance that the Year 2000 issue will not have a material adverse effect on
the Company's results of operations or financial position.
13
<PAGE>
The Company's time frame will be influenced by its ability to identify Year 2000
problems and the compliance success of third parties. For those reasons, no
assurance can be given at this point that the Company's computer systems will be
Year 2000 compliant in a timely manner or that the Company will not incur
significant additional expenses pursuing Year 2000 compliance.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
14
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated August 16, 1999
PACIFIC MAGTRON INTERNATIONAL CORP.,
a Nevada corporation
(Registrant)
/s/ Theodore S. Li
----------------------------------------
Theodore S. Li
President and Chief Executive Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q AT JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 4,320,800
<SECURITIES> 0
<RECEIVABLES> 6,912,800
<ALLOWANCES> 150,000
<INVENTORY> 4,273,300
<CURRENT-ASSETS> 16,901,300
<PP&E> 5,053,600
<DEPRECIATION> 422,400
<TOTAL-ASSETS> 21,603,600
<CURRENT-LIABILITIES> 8,836,600
<BONDS> 0
0
0
<COMMON> 10,100
<OTHER-SE> 9,363,700
<TOTAL-LIABILITY-AND-EQUITY> 21,603,600
<SALES> 50,622,700
<TOTAL-REVENUES> 50,622,700
<CGS> 46,805,000
<TOTAL-COSTS> 46,805,000
<OTHER-EXPENSES> 3,502,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 133,800
<INCOME-PRETAX> 275,100
<INCOME-TAX> 110,000
<INCOME-CONTINUING> 165,100
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<NET-INCOME> 165,100
<EPS-BASIC> .02
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