FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1998
Commission file number 1-7807
Champion Parts, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-2088911
------------------------------ ---------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
751 Roosevelt Road, #7-110, Glen Ellyn, IL 60137
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(Address of principal executive offices)
630-942-8317
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at September 27, 1998
----------------------------- ---------------------------------
Common Shares - $.10 par value 3,655,266
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CHAMPION PARTS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONDENSED)
Sept. 27, 1998 Dec. 28, 1997
-------------- -------------
(Unaudited) (Audited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 600,000 $ 488,000
Accounts receivable, less allowances
for uncollectable accounts 5,314,000 4,497,000
Inventories 6,698,000 6,192,000
Prepaid expenses and other 733,000 759,000
----------- -----------
Total current assets $ 13,345,000 $ 11,936,000
Property, plant and equipment(net) 4,735,000 5,282,000
Other assets 43,000 58,000
----------- -----------
Total Assets $ 18,123,000 $ 17,276,000
=========== ===========
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 4,988,000 $ 5,479,000
Accrued expenses and other payables 7,498,000 6,868,000
Current maturities on L-T debt-vendors 167,000 118,000
Current maturities on L-T debt-IRB 200,000 1,500,000
Short-term notes payable - bank 0 5,155,000
----------- -----------
Total current liabilities $ 12,853,000 $ 19,120,000
Defferred income taxes 351,000 351,000
Long-term notes payable-bank 4,422,000 0
Long-term notes payable-vendors 2,402,000 2,377,000
Industrial revenue bond 1,300,000 0
----------- -----------
Total liabilities $ 21,328,000 $ 21,848,000
Stockholders' equity
Preferred stock-no par value, Authorized
10,000,000 shares issued, outstanding, none 0 0
Common stock - $.10 par value,
Authorized 50,000,000 shares issued,
outstanding 3,655,266 shares 366,000 366,000
Additional paid-in capital 15,578,000 15,578,000
Cumulative translation adjustment (458,000) (628,000)
Retained earnings (18,691,000) (19,888,000)
----------- -----------
Total stockholders' equity $ (3,205,000) $ (4,572,000)
----------- -----------
Total liabilities and stockholders' equity $ 18,123,000 $ 17,276,000
=========== ===========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHAMPION PARTS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONDENSED)
Nine Months Ended Three Months Ended
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
1998 1997 1998 1997
----------- ---------- ---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net Sales $19,810,000 $18,464,000 $6,066,000 $4,847,000
---------- ---------- --------- ---------
Cost and expenses:
Cost of product sold 16,464,000 15,419,000 5,148,000 4,287,000
Selling, dist, & admin 2,073,000 2,639,000 638,000 704,000
---------- ---------- --------- ---------
Total costs and expenses 18,537,000 18,058,000 5,786,000 4,991,000
Operating income(loss) 1,273,000 406,000 280,000 (144,000)
---------- ---------- --------- ---------
Non-operating inc.(exp.):
Gain on disposal of assets 277,000 0 265,000 0
Interest expense (690,000) (743,000) (175,000) (235,000)
Other non-operating income 63,000 67,000 26,000 11,000
--------- ---------- --------- ---------
Total non-oper inc(expense) (350,000) (676,000) 116,000 (224,000)
Net earnings(loss) b/f inc
taxes & extraordinary gain 923,000 (270,000) 396,000 (368,000)
--------- ---------- --------- ---------
Income taxes 7,000 0 4,000 0
Net earnings(loss) before
Extraordinary gain 916,000 (270,000) 392,000 (368,000)
--------- ---------- --------- ---------
Extraordinary gain 281,000 592,000 261,000 592,000
--------- ---------- ---------- ---------
Net earnings $ 1,197,000 $ 322,000 $ 653,000 $ 224,000
========== ========== ========= ========
Average Shares Outstanding 3,655,266 3,655,266 3,655,266 3,655,266
========= ========= ========= =========
Net Earnings per share $ 0.25 $ (0.07) $ 0.11 $ (0.10)
before extraordinary gain
Net Earnings per share $ 0.08 $ 0.16 $ 0.07 $ 0.16
extraordinary gain
Net Earnings per share $ 0.33 $ 0.09 $ 0.18 $ 0.06
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHAMPION PARTS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
Sept. 27, 1998 Sept. 28, 1997
-------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 1,197,000 $ 322,000
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Extraordinary gain (281,000) (592,000)
(Gain) on the sale of assets (277,000) 0
Depreciation and amortization 523,000 613,000
Provision for losses on accounts receivable 0 130,000
Change in assets and liabilities:
Accounts receivable (817,000) 1,747,000
Inventories (506,000) (97,000)
Accounts payable and accrued expenses 47,000 (1,496,000)
Change in A/P due to vendor settlements 92,000 0
Other 41,000 272,000
----------- ----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 19,000 899,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (net) (27,000) (473,000)
Proceeds from sales of property,
plant & equipment 328,000 69,000
----------- ----------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 301,000 (404,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings(payments)under
credit agreements (295,000) (926,000)
Principal payments on long-term debt (83,000) (43,000)
----------- ----------
NET CASH (USED IN) FINANCING ACTIVITIES (378,000) (969,000)
EFFECT OF EXCHANGE RATE CHG'S ON CASH 170,000 19,000
----------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 112,000 (455,000)
========== ==========
CASH AND CASH EQUIVALENTS, beg. of period 488,000 707,000
CASH AND CASH EQUIVALENTS, end of period $ 600,000 $ 252,000
========== ==========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
CHAMPION PARTS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying financial statements for the three and nine months
ended September 27, 1998 have been prepared, without audit, pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information
presented not misleading. The condensed consolidated financial
statements and these notes should be read in conjunction with the
consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December
28, 1997.
The consolidated balance sheet at December 28, 1997 has been derived
from the audited financial statements at that date and condensed.
2. The information furnished herein reflects all adjustments
(consisting only of normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the
results of operations for the interim period. Results of operations
for the three and nine months ended September 27, 1998 are not
necessarily indicative of results to be expected for the entire year.
3. Inventories are valued at the lower of cost (first-in, first-out
method) or market. A summary of the inventories follows:
September 27, December 28,
1998 1997
----------- -----------
Raw Materials $ 2,703,000 $ 1,867,000
Work in Process 2,208,000 2,641,000
Finished Goods 1,787,000 1,684,000
----------- -----------
$ 6,698,000 $ 6,192,000
=========== ===========
Included in inventory above were cores of $2.7 million
(September 27, 1998) and $2.5 million (December 28, 1997).
4. For reporting purposes, product and core returns are offset against
gross sales in arriving at net sales. Returns for the quarter ending
September 27, 1998 were $3,638,000 versus $3,200,000 during the same
period in 1997. For the nine months ended September 27, 1998 and
September 28, 1997 returns were $12,008,000, and $10,786,000
respectively.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. On August 6, 1998, the Company entered into an agreement with
NationsCredit Commercial Corporation for a four-year credit facility
to replace its bank financing. In connection with this agreement,
the Company granted NationsCredit security interests in its property,
equipment, inventory and receivables. Interest on amounts outstanding
under this facility is payable at 1-3/4% above the prime rate plus
commitment fees. This compares to 3-1/2% over prime that the Company
was paying under its prior bank financing. The amount available under
the new credit facility varies in relationship to collateral values,
up to a maximum amount of $8.5 million including credit accommodations
of $2.2 million. At September 27, 1998 the balance outstanding on the
new facility was $4,422,000 and accommodations of $2,200,000.
In August, an extraordinary gain of $189,000 resulted from the former
banks' forgiveness of $300,000 of prior loans and fees which was netted
with legal fees of $111,000 incurred in relation to the settlement.
6. Creditor debt restructuring settlements resulted in $72,000 of
extraordinary gains recognized during the third quarter of 1998.
Total debt restructuring settlements for the nine months ending
September 27, 1998 were $92,000.
7. Sale of the Company's Ft. Worth, Texas property in August 1998
resulted in proceeds of $323,000 and a net gain of $265,000. The
gain was recorded as non-operating income.
8. The Hope Facility Industrial Revenue Bond which had been reported
as a current maturity of long term debt, due to being in default of
loan covenants, was reclassed to long term debt since the covenants
under the new bank facility are now satisfied. Remaining as current
maturities of long term debt is the $200,000 payment due on
December 1, 1998.
9. The Company's financial statements have been prepared on a going
concern basis. The Company has a negative net worth and its ability
to continue as a going concern is ultimately dependent upon a number
of factors, including its ability to increase sales to a level that
will allow it to operate profitably and generate positive operating
cash flows.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Recent Events
On August 6, 1998, the Company entered into an agreement with
NationsCredit Commercial Corporation for a four-year credit facility to
replace its bank financing. In connection with this agreement, the
Company granted NationsCredit security interests in its property,
equipment, inventory and receivables. Interest on amounts outstanding
under this facility is payable at 1-3/4% above the prime rate plus
commitment fees. This compares to 3-1/2% over prime that the Company was
paying under its prior bank financing. The amount available under the
new credit facility varies in relationship to collateral values, up to a
maximum amount of $8.5 million including credit accommodations of $2.2
million.
In August 1998, an extraordinary gain of $189,000 resulted from the former
banks' forgiveness of $300,000 of prior loans and fees which was netted with
Legal fees of $111,000 incurred in relation to the settlement.
Creditor debt restructuring settlements resulted in $72,000 of
extraordinary gains recognized during the third quarter of 1998.
Sale of the Company's Ft. Worth, Texas property in August 1998 resulted
in proceeds of $328,000 and a net gain of $265,000. The gain was
recorded as non-operating income.
Results of Operations
Three Months Ended September 27, 1998 Compared to Three Months Ended
September 28, 1997
Net sales for the quarter ended September 27, 1998 were $6,066,000, 25.1%
higher than net sales of $4,847,000 for the same period of 1997. The
significant increase in net sales can be attributed to stronger sales of
carburetors to existing customers, and increased constant velocity joint
sales to a new original equipment customer. Total product and core
returns, which are reflected as reductions in net sales, were 37% and 39%
of gross sales in the third quarter 1998 and 1997, respectively.
Carburetor sales were 73% and 76% of net sales in the third quarter of
1998 and 1997, respectively. The Company continues to be a significant
supplier of carburetors to the aftermarket. Although new vehicles sold
in the United States and Canada are no longer equipped with carburetors,
the Company continues to sell replacement units for older vehicles, many
of which use carburetors. The Company expects that carburetor sales will
decline in future years. In addition, carburetor margins may be
negatively impacted in the future as customers seek to return product
during periods of declining demand. The Company has a customer product
return policy and has established reserves to mitigate this effect.
<PAGE>
Results of Operations(Continued)
Cost of products sold were $5,148,000, or 84.9% of net sales in the third
quarter of 1998 compared to $4,287,000, or 88.5% in the third quarter of
1997. This decline in the cost of products sold as a percent of net sales
is primarily attributed to reductions in manufacturing overhead expenses.
Selling, distribution and administrative expenses were $638,000 in the
third quarter of 1998 compared to $704,000 in the third quarter of 1997.
The $66,000 improvement over the same period in 1997 reflects lower
administrative spending as a result of Company-wide cost control efforts,
and lower professional fees.
Interest expense was $175,000 in the third quarter of 1998 as compared to
$235,000 in the same period of 1997. This reduction is due to
significantly lower interest and fees in August and September under the
new loan facility, as well as reduction in the amount of debt
outstanding.
Sale of the Company's Ft. Worth, Texas property in August 1998 resulted
in a gain of $265,000. The gain was recorded in non-operating income.
As a result of increased sales, cost containment efforts, and the property
sale described above, net income before extraordinary gains for the
1998 third quarter was $392,000 versus a net loss of $368,000 in the
third quarter of 1997.
An extraordinary gain of $261,000 was recorded in the quarter reflecting
the following:
Net payoff of prior bank loans $189,000
Creditor debt restructuring 72,000
--------
Total Extraordinary Gain $261,000
Nine Months Ended September 27, 1998 Compared to Nine Months Ended
September 28, 1997
Net sales for the nine months ended September 27, 1998 were $19,810,000,
up $1,346,000 (7.3%), from net sales of $18,464,000 for the same period
of 1997. Total product and core returns, which are reflected as
reductions in net sales, were 37% of gross sales for the nine months
of both 1998 and 1997. The higher sales reflect an increase in
carburetor business with existing customers and constant velocity joint
sales to a new original equipment customer. These increases more than
offset the slower than expected heavy duty product sales.
Cost of products sold were $16,464,000 or 83.1% of net sales for nine
months of 1998 compared to $15,419,000 or 83.5% of net sales in the same
period of 1997. This decrease in the cost of products sold is primarily
attributed to the reductions achieved in manufacturing overhead expenses.
<PAGE>
Nine months discussion(continued)
Selling, distribution and administrative expenses were $2,073,000 for
first nine months of 1998 compared to $2,639,000 for the same period
in fiscal 1997. The $566,000 improvement over the prior period in 1997
reflects lower administrative spending as a result of Company-wide cost
control efforts, and lower professional fees.
Sale of the Company's Ft. Worth, Texas property in August 1998 resulted
in a gain of $265,000. The gain was recorded as non-operating income
Interest expense was $690,000 for the first nine months of 1998 compared
to $743,000 in the prior year. This reduction is due to lower interest
and fees in August and September under the new loan facility, as well as
reductions in the amount of debt outstanding.
As a result of increased sales, cost containment efforts, and the gain on
the property sale described above, net income before extraordinary gains
for the first nine months of 1998 was $916,000 versus a loss of $270,000
in the same period of 1997.
Extraordinary gains of $281,000 were recorded in the first nine months of
1998 reflecting the following:
Net payoff of prior bank loans $189,000
Creditor debt restructuring 92,000
--------
Total Extraordinary Gain $281,000
Liquidity and Capital Resources
Working Capital
Net working capital on September 27, 1998 was a positive $492,000
compared to a negative $(7,200,000) on December 28, 1997. This
improvement is primarily a reflection of stating the new four year
bank loan under long-term debt as compared to current maturities of
long-term debt for the prior facility. This increase also reflects
reclassification of the Hope Facility Industrial Revenue Bond to long
term debt, since under the old bank facility the bond covenants were
in default. The $200,000 due on December 1, 1998 is reflected in the
current maturities of long-term debt. Proceeds of $323,000 for the
sale of the Ft. Worth, Texas property also contributed to the working
capital increase.
Accounts receivable at September 27, 1998, were $5,314,000,or $817,000
(18%) higher versus the year-end 1997 balance of $4,497,000. Receivables
were also $2,062,000 higher compared to the September 28, 1997 ending
balance. The increase was due to higher sales volume in the third
quarter of 1998.
At September 27, 1998, net inventories were higher by $506,000, compared
to year-end fiscal 1997. Net inventories increased by $193,000 in the
third quarter of 1998, due primarily to a customer stock adjustment
return. Inventories at the end of the third quarter of 1998 were
$439,000 lower than the same period in 1997.
<PAGE>
Working capital discussion(continued)
Accounts payable at the end of the third fiscal quarter were $491,000
less than year-end 1997. The decrease reflects lower expenses, a
reduction in payables for raw materials and settlement of creditor
debt restructuring agreements mentioned earlier. Accounts payable were
also $312,000 less than the same quarter ending in September 1997.
Accrued liabilities and other payables at the end of the fiscal quarter
were $630,000 higher than fiscal year-end 1997. Accounting for this is a
$431,000 increase in accrued stock adjustments. Accrued liabilities and
other payables were also $677,000 higher than the same quarter ending in
September 1997. The previous explanation for the nine months is the
primary reason for the change.
At September 27, 1998, the Company classified the outstanding loan to
NationsCredit as a long-term obligation since the duration of the loan is
four years. The amount outstanding for operating loans under the
NationsCredit line was $4.4 million on September 27, 1998 versus
$5.2 million for loans outstanding on December 28, 1997 under the previous
bank short-term lines. In prior periods, the Company classified as a
short-term obligation the outstanding principal on a $1.5 million Industrial
Revenue Bond obligation which was supported with a letter of credit issued
under the terms of the Company's bank credit facility. This was reclassified
in August as long-term debt due to the August 1998 bank refinancing.
Debt
On August 6, 1998, the Company entered into an agreement with
NationsCredit Commercial Corporation for a four-year credit facility to
replace its bank financing. In connection with this agreement, the
Company granted NationsCredit security interests in its property,
equipment, inventory and receivables. Interest on amounts outstanding
under this facility is payable at 1-3/4% above the prime rate plus
commitment fees. This compares to 3-1/2% over prime that the Company was
paying under its prior bank financing. The amount available under the
new credit facility varies in relationship to collateral values, up to a
maximum amount of $8.5 million including credit accommodations of $2.2
million. At September 27, 1998 the balance on the new facility was
$4,422,000 and accommodations of $2,200,000.
In August 1998, an extraordinary gain of $189,000 resulting from the former
banks' forgiveness of $300,000 of prior loans and fees which were netted
with legal fees of $111,000 incurred in relation to the settlement.
Creditor debt restructuring settlements resulted in $72,000 of
extraordinary gains recorded during the third quarter of 1998.
Total debt restructuring settlements for the nine months ended
September 27, 1998 were $92,000.
<PAGE>
Debt discussion(continued)
The Company is continuing discussions with certain other unsecured
creditors with past due balances to restructure of approximately $1.8
million of associated indebtedness upon substantially the same terms as
the earlier settlement with the trade creditors. There is no assurance
that any of these creditors will accept the proposal.
The Company's financial statements have been prepared on a going concern
basis. The Company has a negative net worth and its ability to continue
as a going concern is ultimately dependent upon a number of factors,
including its ability to increase sales to a level that will allow it to
operate profitably and generate positive operating cash flows.
Factors Which May Affect Future Results
The Company continues to seek new business and increase sales to existing
customers. However, there can be no assurance that the Company will be
successful in its efforts.
In 1997, the Company initiated a project to address Year 2000 issues.
The first phase of this project is to address its current computer
systems and upgrade them to Year 2000 compliance. The Company elected to
embark on a system conversion utilizing current technology and operating
platforms and moving to a distributed processing structure. The first
phase of the project is expected to be completed in the 4th Quarter of
1998 at an estimated cost of $200,000 in 1998. The Company has analyzed
its products and found that there are no material Year 2000 issues. The
second phase of the project is to address Year 2000 issues with its
support operations, and its relationship with customers and vendors.
This phase is in an investigative and inquiry phase, and is scheduled to
be completed in the 2nd Quarter of 1999 and no costs have been estimated
at this time.
The third and final phase of this project will be completed before the
end of the 3rd quarter of 1999. The Company expects to resolve all
internal Year 2000 issues and finalize testing of modifications during
this phase. A contingency plan will also be developed to address
unresolved Year 2000 issues with customers, vendors and service
providers.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) No Form 8-K report was filed by the Company during the
most recently completed fiscal quarter.
(27) Financial Data Schedules
<PAGE>
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.
CHAMPION PARTS, INC.
(Registrant)
DATE: November 11, 1998 by: /s/ Jerry A. Bragiel
---------------------
Jerry A. Bragiel
President, Chief Executive Officer
and Principal Financial Officer
by: /s/ Richard W. Simmons
----------------------
Richard W. Simmons
Corporate Controller
and Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND THE CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 27, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-27-1998
<PERIOD-END> SEP-27-1998
<CASH> 600000
<SECURITIES> 0
<RECEIVABLES> 5656000
<ALLOWANCES> 342000
<INVENTORY> 6698000
<CURRENT-ASSETS> 13345000
<PP&E> 20689000
<DEPRECIATION> 15954000
<TOTAL-ASSETS> 18123000
<CURRENT-LIABILITIES> 12853000
<BONDS> 0
0
0
<COMMON> 366000
<OTHER-SE> (3205000)
<TOTAL-LIABILITY-AND-EQUITY> 18123000
<SALES> 6066000
<TOTAL-REVENUES> 6066000
<CGS> 5148000
<TOTAL-COSTS> 5148000
<OTHER-EXPENSES> 347000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 175000
<INCOME-PRETAX> 396000
<INCOME-TAX> 4000
<INCOME-CONTINUING> 392000
<DISCONTINUED> 0
<EXTRAORDINARY> 261000
<CHANGES> 0
<NET-INCOME> 653000
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
