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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 July 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
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Commission File No.: 09081
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CERTRON CORPORATION
(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 July 31, 2000
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
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($ in Thousands)
<TABLE>
<CAPTION>
July 31, October 31,
2000 1999
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ASSETS (Unaudited)
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,637 $ 2,012
Trade accounts receivable, net 351 278
Inventories
Finished products 537 605
Raw materials 205 173
Work in process 23 28
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Total inventories 765 806
Other current assets 90 102
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Total current assets 2,843 3,198
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EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Machinery and equipment 328 327
Dies and molds 317 317
Furniture, fixtures and
leasehold improvements 315 306
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960 950
Less accumulated depreciation
and amortization (843) (794)
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Net equipment and leasehold
improvements 117 156
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MARKETABLE SECURITIES 171 60
OTHER ASSETS 34 32
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TOTAL ASSETS $ 3,165 $ 3,446
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued advertising $ 141 $ 136
Accrued professional fees 32 28
Accrued payroll and related items 161 165
Other accrued expenses 195 100
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Total current liabilities 529 429
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STOCKHOLDERS' EQUITY:
Preferred Stock, $1.00 par value, authorized 500,000 shares, no shares
issued and outstanding Common stock, no par value; stated value $1 per
share; authorized 10,000,000 shares;
issued 3,128,000 3,128 3,128
Additional paid-in capital 1,824 1,824
Net unrealized loss on marketable
equity securities (11) (6)
Accumulated deficit (2,305) (1,929)
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Total stockholders' equity 2,636 3,017
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,165 $ 3,446
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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CERTRON CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
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($ in Thousands except Per Share Information)
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended July 31, Nine Months ended July 31,
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2000 1999 2000 1999
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(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 678 $ 669 $ 1,990 $ 2,139
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COST AND EXPENSES
Cost of products
sold 544 506 1,572 1,618
Selling, general
& administrative 265 291 822 851
Depreciation and
amortization 17 17 49 56
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Total costs and
expenses 826 814 2,443 2,525
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Loss before other
income and expenses (148) (145) (453) (386)
Other income -
Interest (net) 21 15 62 54
Gain on sales
of stock 3 9 16 9
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Net loss before
provision $ (124) $ (121) $ (375) $ (323)
Provision for taxes -- -- 1 1
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Net loss $ (124) $ (121) $ (376) $ (324)
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PER SHARE INFORMATION:
Basic loss
per share $ (.04 ) $ (.04) $ (.12) $ (.10)
=========== =========== =========== ===========
Diluted loss $ (.04 ) $ (.04) $ (.12) $ (.10)
=========== =========== =========== ===========
per share
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>
Nine Months Ended July 31,
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2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (376) $ (324)
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Adjustment to reconcile net loss
to net cash used in
operating activities:
Depreciation and amortization 49 55
Changes in operating assets and liabilities:
(Increase)Decrease in trade
accounts receivable (73) 82
Decrease(Increase)in inventories 41 (32)
Decrease in other assets 10 37
Increase (Decrease) in accrued expenses 100 (82)
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Net cash used in operating activities (249) (264)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10) (10)
Proceeds from sale of marketable securities 303 345
Purchase of marketable securities (419) (312)
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Net cash (used in) provided by
investing activities (126) 23
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NET DECREASE IN CASH AND CASH
EQUIVALENTS (375) (241)
CASH AND CASH EQUIVALENTS, beginning of period 2,012 2,237
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CASH AND CASH EQUIVALENTS, end of period $ 1,637 $ 1,996
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</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 Nine Months Ended July 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 as a separate
component of stockholders' equity. At July 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.
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
Transactions" for accounting of its subsidiary in Mexico. That subsidiary is
part of the Maquiladora program, the purpose of which is to act as a
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 in
pesos.
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NOTE E - MAJOR CUSTOMER
During the nine months ended July 31, 2000 the Company had two major customers
which accounted for approximately $650,000 or 39% and $200,000 or 12% of sales.
The loss of these customers would have a negative effect on the Company's
financial position.
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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 5.37
to 1 t July 31, 2000.
<TABLE>
<CAPTION>
07/31/00 10/31/99
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<S> <C> <C>
Working capital $2,314,000 $2,769,000
Current ratio 5.37 to 1 7.45 to 1
</TABLE>
The Company's liquidity has been supplied from internally generated funds.
The Company believes it will be able to fund its existing business out of
current cash flow without the necessity of bank borrowing. At July 31, 2000, the
Company had no material commitments for capital expenditures.
The Company has 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 this date, 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 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 re-labeling 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 was 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
Casmalia Disposal Site at Santa Barbara County, California. The Company was
given a choice of either signing an agreement that would toll the statue of
limitation for eighteen (18) months, or becoming an immediate defendant in a
lawsuit. The Company signed the tolling agreement.
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While the amount is not expected to be material, Certron Corporation is unable
to estimate the costs that may be required to settle this matter. The financial
statement of July 31, 2000 does not reflect a reserve for the potential
expenditure. The Company is investigating the matter. The statement that the
Company does not expect the amount to be material 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 other things, an increase in the alleged amount
of waste disposal by the Company at the site over that which is alleged in the
letter or a refusal by the government to settle based upon the amount of waste
disposal by the Company.
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.
RESULTS OF OPERATIONS
Third Quarter Fiscal 2000 compared to Third Quarter Fiscal 1999
During the third quarter of fiscal 2000, the Company had a loss from
operations of $148,000 and net loss of $124,000 on sales of $678,000 as compared
to a loss from operations of $145,000 and net loss of $121,000 on sales of
$669,000 during the third quarter of fiscal 1999. The net loss of $124,000 in
the third quarter of fiscal 2000 as compared to the net loss of $121,000 in the
third quarter of fiscal 1999 is due primarily to a decrease in gross profit of
$29,000 offset by a decrease of $26,000 in selling, general and administrative
expenses and depreciation.
For the past several years the Company has not been successful in obtaining
agreements to render a significant amount of 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 on 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 third quarter ending July 31, 2000 and are expected to make minor
contribution for the remainder of fiscal year 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 the customers; customers ceasing to do
business with the Company; and general economic conditions.
Net sales were $678,000 for the third quarter of 2000 as compared to net
sales of $669,000 in the third quarter of 1999. The increase of $9,000 or 1.33%
was the result of an increase in sales of custom assembly of $117,000 which was
offset in part by a decrease in magnetic media product sales of $108,000.
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Even though net sales were up due to an increase in custom assembly,
generally custom assembly sales do not create gross margins as great as magnetic
media sales. Gross margins decreased by $29,000 for the quarter ended July 31,
2000, from $163,000 in the third quarter of fiscal 1999 to $134,000 in the third
quarter of fiscal 2000. The primary reason for the decrease is due to decreased
magnetic media sales.
Due to the increase in net sales, cost of sales increased by $38,000 during
the third quarter of fiscal 2000, from $506,000 in the third quarter of fiscal
1999 to $544,000 in the third quarter of fiscal 2000. This increase was offset
by a decrease in selling, general and administrative and depreciation expenses
by $26,000 during the third quarter of fiscal 2000 from $308,000 in the third
quarter of fiscal 1999 to $282,000 in the third quarter of fiscal 2000. The
Company has not recorded a provision for federal income tax for the third
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.
The Company has invested cash 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 July 31, 2000, the Company held common stocks that had a cost of
approximately $182,000 and market value of approximately $171,000.
The Company has recorded the value of its investments in marketable
securities on its Balance Sheet at market value and the decrease of
approximately $11,000 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.
Nine Months Fiscal 2000 compared to Nine Months Fiscal 1999
For the first nine months of fiscal 2000, the Company had a loss from
operations of $453,000 and net loss of $376,000 on sales of $1,990,000 as
compared to a loss from operations of $386,000 and a net loss of $324,000 on
sales of $2,139,000 during the first nine months of fiscal 1999. The increase in
net loss for the first nine months of fiscal 2000 as compared to the first nine
months of fiscal 1999 of $52,000 is due primarily to the decrease in gross
profit of $103,000, offset in part by an increase in gain on sales of stock
investment of $7,000, an increase in interest income of $8,000 and by the
decrease of $36,000 in selling and general expenses and depreciation over the
first nine months of fiscal 2000.
Net sales were $1,990,000 for the first nine months of 2000 as compared to
net sales of $2,139,000 for the first nine months of 1999. The decrease of
$149,000 or 7% was primarily the result of a decrease in sales of audio
cassettes of $50,000, mini and micro cassettes of $151,000, and video cassettes
of $190,000 which was offset in part by an increase in sales of other magnetic
products of $52,000 and an increase in custom assembly of $190,000.
Gross margins decreased by $103,000 for the first nine months of fiscal
2000, from $521,000 for the first nine months of fiscal 1999 to $418,000 for the
first nine months of fiscal 2000. The primary reason for the decrease is due to
decreased sales of magnetic media products.
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Due to the decrease in net sales, selling, general and administrative and
depreciation expenses decreased by $36,000 during the first nine months of
fiscal 2000 from $871,000 for the first nine months of fiscal 2000 compared to
$907,000 for the first nine months of fiscal 1999.
The Company has not recorded a provision for federal income tax for the
first nine 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 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 July 31, 2000, the Company held common stocks which had a cost of
approximately $182,000 and market value of approximately $171,000.
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 $11,000 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, 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 existing 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.
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 July 31, 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: September 13,2000 /s/ Jesse A. Lopez
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Jesse A. Lopez
Controller
(Principal Accounting Officer)
Date: September 13,2000 /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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