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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2000
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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.: 09081
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CERTRON CORPORATION
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2461404
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1545 Sawtelle Boulevard, Los Angeles, CA 90025
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (310) 914-0300
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N/A
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Former name, former address and former fiscal year,
if changed since last report.
Indicate by a 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
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date:
3,128,306 shares of Common Stock, without par value, as of June 1, 2000
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<PAGE> 2
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
($ in Thousands)
<TABLE>
<CAPTION>
April 30, October 31,
2000 1999
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ASSETS (Unaudited)
-----------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,681 $ 2,012
Trade accounts receivable, net 221 278
Inventories:
Finished products 618 605
Raw materials 205 173
Work in process 28 28
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Total inventories 851 806
Other current assets 56 102
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Total current assets 2,809 3,198
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EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Machinery and equipment 327 327
Dies and molds 317 317
Furnitures, fixtures and
leasehold improvements 315 306
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959 950
Less accumulated depreciation
and amortization (826) (794)
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Net equipment and leasehold
improvements 133 156
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MARKETABLE SECURITIES 185 60
OTHER ASSETS 32 32
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TOTAL ASSETS $ 3,159 $ 3,446
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LIABILITIES AND STOCKHOLDERS' EQUITY
-----------------------------------------
CURRENT LIABILITIES:
Accrued advertising $ 126 $ 136
Accrued professional fees 16 28
Accrued payroll and related items 166 165
Other accrued expenses 102 100
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Total current liabilities 410 429
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STOCKHOLDERS' EQUITY:
Preferred Stock, $1.00 par value,
authorized 500,000 shares, no
shares issued and outstanding
Common stock, $1.00 par value;
authorized 10,000,000 shares;
issued and outstanding 3,128,000 3,128 3,128
Additional paid-in capital 1,824 1,824
Net unrealized loss on marketable
equity securities (22) (6)
Accumulated deficit (2,181) (1,929)
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Total stockholders' equity 2,749 3,017
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,159 $ 3,446
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------
($ in Thousands except Per Share Information)
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended April 30, Six Months ended April 30,
------------------------------ ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 689 $ 775 $ 1,312 $ 1,470
----------- ----------- ----------- -----------
COST AND EXPENSES
Cost of products sold 536 603 1,028 1,112
Selling, general & administrative 280 282 557 560
Depreciation and amortization 16 19 32 39
----------- ----------- ----------- -----------
Total costs and expenses 832 904 1,617 1,711
----------- ----------- ----------- -----------
Loss before other income
and expenses (143) (129) (305) (241)
Other income -
Interest (net) 20 18 41 39
Gain(Loss)on sales of stock 12 (1) 13 --
----------- ----------- ----------- -----------
Net loss before Provision $ (111) $ (112) $ (251) $ (202)
Provision for taxes 1 -- 1 1
----------- ----------- ----------- -----------
Net loss $ (112) $ (112) $ (252) $ (203)
=========== =========== =========== ===========
PER SHARE INFORMATION:
Basic loss per share $ (.04) $ (.04) $ (.08) $ (.07)
=========== =========== =========== ===========
Diluted loss per share $ (.04) $ (.04) $ (.08) $ (.07)
=========== =========== =========== ===========
Average number of
common shares
outstanding 3,128,000 3,128,000 3,128,000 3,128,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
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($ in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended April 30,
--------------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (252) $ (203)
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Adjustment to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 32 39
Changes in operating assets and liabilities:
Decrease (Increase)in trade
accounts receivable 57 (6)
Increase in inventories (45) (110)
Decrease in other assets 46 36
Decrease in accrued expenses (19) (119)
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Net cash used in operating
activities (181) (363)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (9) (10)
Proceeds from sale of marketable securities 135 216
Purchase of marketable securities (276) (184)
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Net cash (used in)provided by
investing activities (150) 22
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NET DECREASE IN CASH AND CASH
EQUIVALENTS (331) (341)
CASH AND CASH EQUIVALENTS, beginning of period 2,012 2,237
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CASH AND CASH EQUIVALENTS, end of period $ 1,681 $ 1,896
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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CERTRON CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
For the Three Months Ended April 30, 2000
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying financial statements and footnotes have been condensed and
therefore do not contain all disclosures required by generally accepted
accounting principles. The interim financial statements are unaudited; however,
in the opinion of Certron Corporation (the "Company"), the interim financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the interim
periods. Results for interim periods are not necessarily indicative of those to
be expected for the full year. For the year ended October 31, 1999, the Company
reported net sales of $2,895,000 and a net loss of $ 460,000.
NOTE B - MARKETABLE EQUITY SECURITIES
Management determines the appropriate classification of its investments in debt
and equity securities at the time of purchase and reevaluates such determination
at each balance sheet date. Securities available for sale are carried at fair
value, with the unrealized gains and losses, net of tax, reported in a separate
component of stockholders' equity. At April 30, 2000 the Company had no
investments that qualified as trading or held to maturity.
Marketable equity securities are valued based on quoted market prices. The cost
of securities sold is determined by the specific identification of cost method.
NOTE C - PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of Certron
Corporation and its wholly owned subsidiary, Certron Audio, S.A. (collectively
the "Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
NOTE D - TRANSLATION OF FOREIGN CURRENCIES
All balance sheet accounts of foreign operations are translated into U.S.
dollars at the year-end rate of exchange, and statement of operations items are
translated at the weighted average exchange rate for the year. Since foreign
activities are considered to be an extension of the U.S. operations, the gain or
loss resulting from remeasuring these transactions into U.S. dollars are
included in operations.
The Company has not used the hyperinflationary accounting standards in the
Statement of Financial Accounting Standards (SFAS) No. 52, "Foreign Currency
Translations" for accounting of its subsidiary in Mexico. That subsidiary is
part of the Maquiladora program, the purpose of which is to act as manufacturing
and assembly division of the Company at lower labor costs. Its largest asset is
machinery and equipment carried on the Company's books at historical cost less
straight-line depreciation. It does not sell merchandise for pesos.
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NOTE E - SUBSEQUENT EVENTS
The Company has been notified by a letter dated June 2, 2000 received June 6,
2000 that the Company may have a potential liability from waste disposal in the
Casmilia Disposal Site at Santa Barbara County, California and has been
requested to sign an agreement tolling the statue of limitation.
Currently, Certron Corporation is unable to estimate the costs that may be
required to settle this matter and the amount is not expected to be material.
The financial statement of April 30, 2000 does not reflect a reserve for the
potential expenditure. The company is investigating the matter.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As set forth in the following chart, the Company's current ratio was 6.85
to 1 at April 30, 2000.
<TABLE>
<CAPTION>
04/30/00 10/31/99
----------- -----------
<S> <C> <C>
Working capital $2,399,000 $ 2,769,000
Current ratio 6.85 to 1 7.45 to 1
</TABLE>
The Company's liquidity has been supplied from internally generated funds.
The Company believes that it will be able to fund its existing business out of
current cash flow without the necessity of bank borrowing. At April 30, 2000,
the Company had no material commitments for capital expenditures.
The Company completed its Year 2000 compliance program during the last
quarter of fiscal 1999, and its total expenditure on such program was $91,000.
As of May 10, 2000 the company has not experienced any Year 2000 problems either
internally or from outside sources.
The intense competition in the magnetic media field has made it difficult
for the Company to maintain prices on its magnetic media products and has
continually reduced the Company's margins on these products. As a result, the
Company has discontinued sales of certain magnetic media products and refused to
sell magnetic media products at prices not resulting in certain minimum margin
returns. The Company does not believe that price competition in the magnetic
media field will lessen in the foreseeable future and, therefore, there may not
presently be meaningful opportunities for it to substantially increase its sales
and operating profit through its traditional outlets. The Company has been
attempting to become a private label manufacturer of magnetic media products for
several large national and international companies.
As reported in Certron's 10-K for fiscal 1999, a private label customer had
requested a delay in shipment of private label merchandise totaling $225,000
that was to be shipped in the fourth quarter of fiscal 1999. The customer
requested a delay until the first half of Certron's fiscal 2000. The customer
indicated that due to a change in corporate planning coupled with a change in
corporate ownership, the customer desired to pay a restocking charge rather than
accept shipment. In the second quarter of 2000, Certron agreed to accept $75,000
as a restocking charge. As of this date none of the $75,000 has been allocated
to costs of relabeling and/or included in gross profit. The Company is actively
attempting to sell the merchandise and does not expect to incur a loss with
respect to such merchandise, which can be sold outside of the United States
without being relabeled. The foregoing is a forward-looking statement which
involves risks and uncertainties that could cause actual results to differ from
this forward looking statement. The factors which could cause actual results to
differ include, among others, the ability of the Company to sell the merchandise
outside the United States at a price in excess of its cost net of the restocking
charge without being relabeled or within the United States as relabeled
merchandise at a price which will exceed its costs net of the restocking charge.
The Company is actively investigating acquiring other product lines or
businesses. If any of these investigations result in an acquisition of assets or
a business, the Company believes that, due to its existing financial
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condition, it can obtain any necessary cash financing for such acquisition from
bank borrowing. There can be no assurance, however, that the Company can find
such an acquisition.
RESULTS OF OPERATIONS
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Second Quarter Fiscal 2000 compared to Second Quarter Fiscal 1999
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During the second quarter of fiscal 2000, the Company had a net loss from
operations of $143,000, and net loss of $112,000 on net sales of $689,000 as
compared to a loss from operations of $129,000 and net loss of $112,000 on sales
of $775,000 during the second quarter of fiscal 1999.
For the past several years the Company has not been successful in obtaining
agreements to render assembly services for others at its Mexicali, Mexico
facility. During the second quarter of fiscal 1998 the Company signed a one-year
agreement with a United States company to oversee its Mexicali operations
through the rendering of administrative services by the Company. In May 1999
this agreement was extended for two years with a sixty day cancellation clause.
Due to a change in emphasis on product development by the customer, the customer
exercised its option to terminate the contract. The termination was completed in
August 1, 1999. In May 1999, the Company signed a two-year contract with a
customer to assemble and package products at the Company's Mexicali, Mexico
facility, and in June 1999, the Company began assembly work for another
customer. Although neither or both of these existing arrangements are expected
to have a material effect on the Company's sales or results of operations, they
made a minor contribution to the Company's gross margin in the second quarter
ending April 30, 2000 and are expected to make minor contribution for the
remainder of fiscal 2000. The foregoing statement is a forward looking statement
which involves risks and uncertainties that could cause actual results to differ
materially from the forward looking statement. Factors which could cause actual
results to differ materially include a reduction in the volume of business of
either of the customers, either of these customers ceasing to do business with
the Company, and general economic conditions.
Net sales were $689,000 for the second quarter of 2000 as compared to net
sales of $775,000 in the second quarter of 1999. The decrease of $86,000 or 11%
was the result of a decrease in sales of magnetic media product of $124,000
primarily to private label customers which was offset in part by an increase in
custom assembly sales of $38,000. The Company expects the sales in the third
quarter of fiscal 2000 to be less than the $689,000 sales of the second quarter
of fiscal 2000.
Gross margins decreased by $19,000 for the quarter ended April 30, 2000,
from $172,000 in the second quarter of fiscal 1999 to $153,000 in the second
quarter of fiscal 2000. The primary reason for the decrease is due to decreased
magnetic media sales.
Due to the decrease in net sales, selling, general and administrative
expenses decreased by $2,000 during the second quarter of fiscal 2000 from
$282,000 in the second quarter of fiscal 1999 to $280,000 in the second quarter
of fiscal 2000.
The Company has not recorded a provision for federal income tax for the
second quarter of 1999 and 2000 due to utilization of net operating loss carry
forward to offset taxable income. The $1,000 represents the minimum state tax.
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The Company has invested cash, not needed in operations, in commercial
paper and in publicly traded common stocks of other companies, and may purchase
additional common stocks in the future. Investments in common stocks are subject
to risks of the market, and market prices may fluctuate and be adversely
affected by the operating results of the issuer, as well as general economic,
political and market conditions. As of April 30, 2000, the Company held common
stocks which had a cost of approximately $207,000 and market value of
approximately $185,000.
The Company has recorded the value of its investments in marketable
securities on its Balance Sheet at market value and the decrease of
approximately $22,000 is reflected in stockholders' equity as an unrealized
holding loss. If the Company sells these securities at a loss, the Company will
recognize a loss in its statement of operations equal to the amount of the
decrease. Although the Company presently intends to hold these securities, if,
on account of its capital requirements or for any other reason, the Company
should decide to liquidate these or other investments at a time when their
market value is less than their cost, the Company would recognize a loss which
could adversely affect the results of operations for the period in which the
sale occurs.
Six Months Fiscal 2000 compared to Six Months Fiscal 1999
---------------------------------------------------------
For the first six months of fiscal 2000, the Company had a loss from
operations of $305,000 and net loss of $252,000 on sales of $1,312,000 as
compared to a loss from operations of $241,000 and a net loss of $203,000 on
sales of $1,470,000 during the first six months of fiscal 1999. The increase in
net loss for the first six months of fiscal 2000 as compared to the first six
months of fiscal 1999 of $49,000 is due primarily to the decrease in gross
profit of $74,000, offset in part by an increase in gain on sales of stock
investment of $13,000, an increase in interest income of $2,000 over the first
six months of fiscal 1999 and decrease of $10,000 in selling and general
expenses and depreciation.
Net sales were $1,312,000 for the first six months of 2000 as compared to
net sales of $1,470,000 for the first six months of 1999. The decrease of
$158,000 or 11% was primarily the result of a decrease in sales of audio
cassettes of $38,000 and mini and micro cassettes of $89,000, decrease in sales
of video cassettes of $153,000 which was offset in part by increase in other
magnetic media products of $50,000 and increase in custom assembly of $73,000.
Gross margins decreased by $74,000 for the first six months of fiscal 2000,
from $ 358,000 for the first six months of fiscal 1999 to $284,000 for the first
six months of fiscal 2000. The primary reason for the decrease is due to
decreased sales of magnetic media products. As described above under the
discussion of the second quarter of fiscal 2000 as compared to second quarter of
fiscal 1999, in May 1999 the Company signed a two year agreement with a United
States company to oversee such company's Mexicali operation and has an
arrangement with another small company for the packing of various products at
the Company's Mexicali plant.
Due to the decrease in net sales, selling, general and administrative
expenses decreased by $3,000 during the first six months of fiscal 2000 from
$560,000 for the first six months of fiscal 1999 compared to $557,000 for the
first six months of fiscal 2000.
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The Company has not recorded a provision for federal income tax for the
first six months of 2000 and 1999 due to utilization of net operating loss carry
forward to offset taxable income. The $1,000 represents the minimum state tax.
The Company has invested cash, not needed in operations, in commercial
paper and in publicly traded common stocks of other companies, and may purchase
additional common stocks in the future. Investments in common stocks are subject
to risks of the market, and market prices may fluctuate and be adversely
affected by the operating results of the issuer, as well as general economic,
political and market conditions. As of April 30, 2000, the Company held common
stocks which had a cost of approximately $207,000 and market value of
approximately $185,000.
In accordance with Generally Accepted Accounting Principles, the Company
has recorded the value of its investments in marketable securities on its
Balance Sheet at market value and this decrease of approximately $22,000 is
reflected in stockholders' equity as an unrealized holding loss. If the Company
sells these securities at a loss, the Company will recognize a loss in its
statement of operations equal to the amount of the decrease. Although the
Company presently intends to hold these securities, if, on account of its
capital requirements or for any other reason, the Company should decide to
liquidate these or other investments at a time when their market value is less
than their cost, the Company would recognize a loss which could adversely affect
the results of operations for the period in which the sale occurs.
Forward-Looking Statements
--------------------------
The Company's statements herein which are not historical facts, including
statements as to the Company's sales in the third quarter of the 2000 fiscal
year, are forward-looking statements. These statements involve risks and
uncertainties that could cause actual results to differ materially from these
forward-looking statements. Factors which could cause actual results to differ
materially include economic conditions, the Company's success in maintaining its
current customer base, the obtaining of increased orders from private label
customers, the Company's ability to obtain additional customers and business,
pricing factors and competition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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PART II. OTHER INFORMATION.
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Item 4. Submission of Matters to a Vote of Security Holders.
(a) On March 28, 2000, the Registrant held its Annual Meeting of
Shareholders.
(b) Proxies for the meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934. There was no solicitation in opposition to
management's nominees as listed in the Proxy Statement and all of such nominees
were elected.
(c) At the meeting, the following persons were elected by the vote
indicated as directors to serve until the next Annual Meeting of Shareholders
and their successors are duly elected and qualified:
<TABLE>
<CAPTION>
Broker
Name Vote For Withheld non votes
---- -------- -------- ---------
<S> <C> <C> <C>
Marshall I. Kass 2,594,208 11,535 209,615
Jonathan F. Kass 2,594,208 11,535 209,615
Michael S. Kass 2,595,708 10,035 209,615
Susan E. Kass 2,594,208 11,535 209,615
Rogelio Buenrostro 2,594,308 11,435 209,615
Jesse A. Lopez 2,594,338 11,405 209,615
</TABLE>
Item 6. Exhibit and Reports on Form 8-K
(a) Exhibits:
27 - Financial Data Schedule
(b) Reports on Form 8-K:
During the quarter ended April 30, 2000, no reports
on Form 8-K were filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CERTRON CORPORATION
Date: June 14,2000 /s/ Jesse A. Lopez
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Jesse A. Lopez
Controller
(Principal Accounting Officer)
Date: June 14, 2000 /s/ Marshall I. Kass
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Marshall I. Kass
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
TO
CERTRON CORPORATION QUARTERLY REPORT ON FORM 10-Q
NO. ITEM PAGE
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27 Financial Data Schedule 13
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