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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 January 31, 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 March 1, 2000
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1
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
($ in Thousands)
<TABLE>
<CAPTION>
January 31, October 31,
2000 1999
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ASSETS (Unaudited)
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $1,557 $2,012
Trade accounts receivable, net 227 278
Inventories:
Finished products 730 605
Raw materials 230 173
Work in process 23 28
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Total inventories 983 806
Other current assets 136 102
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Total current assets 2,903 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 306 306
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950 950
Less accumulated depreciation
and amortization ( 810) ( 794)
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Net equipment and leasehold
improvements 140 156
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MARKETABLE SECURITIES 254 60
OTHER ASSETS 32 32
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TOTAL ASSETS $3,329 $3,446
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued advertising $ 160 $ 136
Accrued professional fees 29 28
Accrued payroll and related items 161 165
Other accrued expenses 109 100
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Total current liabilities 459 429
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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 gain (loss) gain on marketable
equity securities ( 13) ( 6)
Accumulated deficit (2,069) (1,929)
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Total stockholders' equity 2,870 3,017
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,329 $3,446
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</TABLE>
The accompanying notes are integral part of these
financial statements.
<PAGE> 3
CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in Thousands except Per Share Information)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended January 31,
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2000 1999
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<S> <C> <C>
NET SALES $ 623 $ 695
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COST AND EXPENSES
Cost of products sold 492 509
Selling, general & administrative 277 278
Depreciation and amortization 16 20
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Total costs and expenses 785 807
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Loss before other income and expenses ( 162) ( 112)
Realized gain on Marketable Securities 1 1
Other income - Interest (net) 21 21
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Net loss before provision for income taxes ($ 140) ($ 90)
Provision for taxes 0 1
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Net loss ($ 140) ($ 91)
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PER SHARE INFORMATION:
Basic net loss per share ($ 0.04) ($ 0.03)
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Diluted net loss per share ($ 0.04) ($ 0.03)
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Weighted average number of common shares
outstanding 3,128,000 3,128,000
========= =========
</TABLE>
The accompanying notes are integral part of these
financial statements.
2
<PAGE> 4
CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended January 31,
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 140) ($ 91)
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Adjustment to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 16 20
Changes in operating assets and liabilities:
Decrease in trade accounts
receivable 51 36
Increase in inventories ( 177) ( 97)
(Increase) decrease in other assets ( 34) 59
Increase (decrease) in accrued expenses 30 ( 46)
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Net cash used in operating
activities ( 254) ( 119)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - ( 9)
Purchase of marketable securities ( 201) ( 19)
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Net cash used in investing activities ( 201) ( 28)
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NET DECREASE IN CASH AND CASH
EQUIVALENTS ( 455) ( 147)
CASH AND CASH EQUIVALENTS, beginning of period 2,012 2,237
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CASH AND CASH EQUIVALENTS, end of period $1,557 $2,090
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</TABLE>
The accompanying notes are an integral part of these
financial statements.
3
<PAGE> 5
CERTRON CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended January 31, 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 January 31, 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.
4
<PAGE> 6
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
6.32 to 1 at January 31, 2000.
01/31/00 10/31/99
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Working capital $2,444,000 $2,769,000
Current ratio 6.32 to 1 7.45 to 1
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 January 31,
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 March 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
has now indicated that due to a change in corporate planning coupled with a
change in corporate ownership, it desires to pay a restocking charge rather than
accept shipment. Certron has entered into negotiations with the customer and a
resolution is expected shortly. Certron expects that this matter will be
resolved and will not adversely affect the results of operations for the second
quarter of fiscal 2000. 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 matter being resolved, the amount of the
restocking charge, and the ability of the Company to sell the relabeled
merchandise at a price which will exceed its costs net of any 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 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.
5
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RESULTS OF OPERATIONS
First Quarter Fiscal 2000 compared to First Quarter Fiscal 1999
During the first quarter of fiscal 2000, the Company had a net loss of
$140,000, compared to a net loss of $91,000 in the first quarter of fiscal 1999.
The net loss for the first quarter of fiscal 2000 compared to the net loss in
the first quarter of 1999 was due to a decrease in magnetic media sales of
$107,000 from $689,000 in the first quarter of 1999 to $582,000 in the first
quarter of 2000 offset by an increase in custom assembly of $35,000 from $6,000
in the first quarter of 1999 to $41,000 in first quarter of 2000.
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 first quarter
ending January 31, 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 companies, either of these customers ceasing to do business with
the Company, and general economic conditions.
Net sales were $623,000 for the first quarter of 2000 as compared to
sales of $695,000 in the first quarter of 1999. The decrease of $72,000 or 10.4%
was primarily the result of the decrease in sales on video cassettes of $52,000,
mini and micro cassettes of $39,000 and other magnetic media products of $16,000
offset by an increase in sale of custom assembly of $35,000. The Company expects
the sales in second quarter of fiscal 2000 to at least equal the $623,000 sales
of the first quarter of fiscal 2000.
Gross margins decreased by $55,000 for the quarter ended January 31,
2000, to $131,000 in the first quarter of fiscal 2000 from $186,000 in the first
quarter of fiscal 1999. The primary reason for the decrease is due to decreased
magnetic media sales.
The Company has not recorded a provision for federal income tax for
first quarter of 2000 due to utilization of net operating loss carry forward to
offset taxable income.
The Company invested some cash, not needed in operations, 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 January 31, 2000, the Company held common stocks which
had a cost of approximately $240,000 and market value of approximately $227,000.
6
<PAGE> 8
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 $13,000 is
reflected in stockholders' equity as an unrealized holding loss. If the Company
sells these securities, 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 the statement as to the Company's sales in the second 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 a
private label customer, 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.
7
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PART II. OTHER INFORMATION.
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Item 4. Exhibit and Reports on Form 8-K
(a) Exhibits:
27 - Financial Data Schedule
(b) Reports on Form 8-K:
During the quarter ended January 31, 2000, no reports
on Form 8-K were filed.
8
<PAGE> 10
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: March 15, 2000 /s/ Jesse A. Lopez
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Jesse A. Lopez
Controller
(Principal Accounting Officer)
Date: March 15, 2000 /s/ Marshall I. Kass
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Marshall I. Kass
Chairman of the Board and
Chief Executive Officer
9
<PAGE> 11
EXHIBIT INDEX
TO
CERTRON CORPORATION QUARTERLY REPORT ON FORM 10-Q
NO. ITEM PAGE
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27 Financial Data Schedule 11
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 1,557
<SECURITIES> 254
<RECEIVABLES> 273
<ALLOWANCES> 46
<INVENTORY> 983
<CURRENT-ASSETS> 2,903
<PP&E> 950
<DEPRECIATION> 810
<TOTAL-ASSETS> 3,329
<CURRENT-LIABILITIES> 459
<BONDS> 0
0
0
<COMMON> 312
<OTHER-SE> (258)
<TOTAL-LIABILITY-AND-EQUITY> 3,329
<SALES> 633
<TOTAL-REVENUES> 623
<CGS> 492
<TOTAL-COSTS> 785
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> (140)
<INCOME-TAX> 0
<INCOME-CONTINUING> (140)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (140)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
