<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended: March 31, 2000
-------------------------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition period from __________________ to____________________
Commission file number 0-8864
------
PACER TECHNOLOGY
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 77-0080305
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9420 Santa Anita Avenue, Rancho Cucamonga, California 91730-6117
- ----------------------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(909) 987-0550
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal
year, if changed, since last year)
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 XX NO .
---- ----
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.
16,675,475 shares of Common Stock at March 31, 2000
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PACER TECHNOLOGY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 31, June 30,
-------- --------
2000 1999
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 343 $ 534
Trade receivables, less allowance for doubtful
accounts of $238 and $904, respectively 8,075 8,810
Other receivables 264 132
Notes receivable - Current (note 2) 158 220
Inventories (note 3) 12,779 13,706
Prepaid expenses 463 618
Deferred income taxes 996 996
-------- --------
Total Current Assets 23,078 25,016
EQUIPMENT AND LEASEHOLD IMPROVEMENTS:
Cost 7,091 6,873
Accumulated depreciation & amortization (5,365) (4,950)
-------- --------
Total Equipment & Leasehold Improvements 1,726 1,923
Notes Receivable Long-term 15 53
Deferred income taxes 283 192
Cost in excess of net assets acquired, net 3,196 3,407
Other Assets 25 27
-------- --------
Total Assets $ 28,323 $ 30,618
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of long-term debt (note 4) $ 917 $ 917
Accounts payable 3,910 3,619
Accrued payroll and related expenses 461 469
Other accrued expenses 565 1,186
-------- --------
Total Current Liabilities 5,853 6,191
Long-term debt, excluding current installments (note 4) 10,482 11,786
-------- --------
Total Liabilities 16,335 17,977
STOCKHOLDERS' EQUITY:
Common stock, no par value
Authorized: 50,000,000 shares; issued and
outstanding: 16,675,475 shares at March 31, 2000
and 16,789,975 shares at June 30, 1999 8,653 8,802
Retained Earnings 3,341 3,899
Accumulated other comprehensive income (6) (13)
Notes Receivable from Directors -- (47)
-------- --------
Total stockholders' equity 11,988 12,641
-------- --------
Total Liabilities and Shareholders' Equity $ 28,323 $ 30,618
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
PACER TECHNOLOGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three-Months Ended Nine-Months Ended
March 31, March 31,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $ 11,119 $ 9,994 $ 35,756 $ 35,492
Cost of Sales 8,681 6,869 24,976 23,313
-------- -------- -------- --------
Gross Profit 2,438 3,125 10,780 12,179
Selling, General and Administrative
Expenses 4,641 3,438 10,757 9,675
Restructuring Charges 315 -- 315 --
-------- -------- -------- --------
Operating Income (Loss) (2,518) (313) (292) 2,504
Other (Income) Expense:
Interest expense, net 235 242 730 762
Other income, net (8) (18) (86) (133)
-------- -------- -------- --------
Income/(Loss) before income taxes (2,745) (537) (936) 1,875
Income tax expense (benefit) (1,138) (145) (378) 889
-------- -------- -------- --------
Net Income (Loss) $ (1,607) $ (392) $ (558) $ 986
======== ======== ======== ========
Basic Earnings (Loss) Per Share $ (0.10) $ (0.02) $ (0.03) $ 0.06
======== ======== ======== ========
Weighted Average Shares - Basic 16,666 16,116 16,761 15,965
======== ======== ======== ========
Diluted Earnings (Loss) Per Share $ (0.10) $ (0.02) $ (0.03) $ 0.06
======== ======== ======== ========
Adjusted Weighted Average Shares - Diluted 16,666 16,116 16,761 17,369
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
PACER TECHNOLOGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine-Months Ended
March 31,
-----------------------
2000 1999
-------- --------
<S> <C> <C>
Net Income (Loss) $ (558) $ 986
Adjustments to reconcile net income(loss) to
net cash provided by (used in) operating activities:
Depreciation 415 485
Amortization of other assets 211 212
(Gain) Loss on sale of property
and equipment (10) 11
Increase (decrease) in allowance for
doubtful accounts (666) 401
(Increase) decrease in trade accounts receivable 1,401 (1,847)
(Increase) decrease in other receivables (125) 32
Decrease in notes receivables 100 (2,160)
Decrease in prepaid expenses and other assets 157 11
Increase in deferred income taxes (91) --
Increase (decrease)in accounts payable 291 (240)
Increase (decrease) in accrued payroll
and related expenses (8) 165
Increase (decrease) in accrued expenses
and other liabilities (621) 24
-------- --------
Net Cash Provided by (Used in) Operating Activities 1,423 (1,849)
Cash Flows from Investing Activities:
Proceeds from sale of property
and equipment 38 --
Capital expenditures (246) (654)
-------- --------
Net Cash Used in Investing Activities (208) (654)
Cash Flows from Financing Activities:
Payments on line of credit (13,618) (22,357)
Payments on term loan (688) (1,049)
Borrowings on long-term debt 13,002 25,911
Issuance of Common Stock 50 334
Repurchase of Common Stock (199) --
Repayment of Notes Receivables
from Directors 47 64
-------- --------
Net Cash Provided by (Used in) Financing Activities (1,406) 2,903
Net increase (decrease) in cash (191) 400
Cash at beginning of period 534 277
-------- --------
Cash at End of Nine-Month Period $ 343 $ 677
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
PACER TECHNOLOGY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements for the three-month and the
nine-month periods ended March 31, 2000 and March 31, 1999 have been prepared by
the Company without audit. In the opinion of Management, adjustments necessary
to present fairly the consolidated financial position at March 31, 2000 and the
results of operations for the period then ended have been made. All such
adjustments are of a normal recurring nature.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
to shareholders. The results of operations for the periods ended March 31, 2000
and March 31, 1999 are not necessarily indicative of the operating results for
the full year.
2. NOTES RECEIVABLE:
Several customers have converted trade receivable balances to term
notes. The notes are payable in monthly installments of principal and interest
at a rate higher than the rate of interest charged to Pacer for its borrowing of
funds from its predominant bank.
3. INVENTORIES:
Inventories consisted of the following:
March 31, 2000 June 30, 1999
-------------- -------------
(In thousands)
Raw materials $ 7,265 $ 7,456
Work-in-process 350 571
Finished goods 5,164 5,679
------- -------
Total inventories $12,779 $13,706
======= =======
4. LONG-TERM DEBT:
On January 19, 1999, we obtained a new line of credit from a bank under
which we may borrow up to $18.0 million, primarily for working capital
requirements. Borrowings under the credit line bear interest at the bank's prime
rate (9% at March 31, 2000) less 0.5%, or a rate based on the bank's LIBOR base
rate from time to time in effect. At March 31, 2000, $5 million of our
borrowings under this credit line bore interest at the Bank's LIBOR Rate of
6.125% plus 1.625 and another $3 million bore interest at a LIBOR rate of 6.25%
plus 1.625. We are required to make monthly interest-only payments on this
credit line until its maturity date of January 2, 2001. Prepayments of the
principal balance are permitted without penalty. In December 1999 the bank
agreed to permit us to use a portion of the borrowings under the credit line to
repurchase shares of our common stock in the open market in amounts not to
exceed an aggregate of $100,000 per fiscal quarter.
In addition, we have entered into other agreements with the bank as
follows:
(1) Commercial Letter of Credit, Standby Letter of Credit, and Banker's
Acceptance sub-features, each not to exceed $5.0 million from January 19, 1999
to January 2, 2001. As of March 31, 2000, outstanding letters of credit totaled
$44,000.
5
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(2) A term loan of $2.75 million effective January 19, 1999, with a
maturity date of January 2, 2002. Principal became payable beginning March 2,
1999 in monthly installments of $76,000 each. This term loan bears interest at
the Prime Rate (9.00% at March 31, 2000) less 0.5%. On March 8, 2000, the
Company entered into a three-month fixed LIBOR base rate on this facility of
6.125% plus 1.625 initial spread. As of March 31, 2000 the outstanding balance
was $1.8 million.
(3) A term loan commitment of $750,000 effective January 19, 1999, with
an original maturity date of January 2, 2000. Borrowings under this term loan
commitment bear interest at the Prime Rate (9.00% at March 31, 2000) less 0.5%.
At March 31, 2000 there were no borrowings under commitment. On January 14,
2000, the term loan commitment was extended for an additional one-year term to
January 2, 2001.
The agreements with the bank require us to maintain certain financial
ratios and require us to meet certain restrictive covenants. As of March 31,
2000, we were in compliance with all of these covenants with the exception of an
EBITDA covenant, which non-compliance was waived by the bank.
5. COMMITMENTS AND CONTINGENCIES:
We have entered into sales agreements with many of our customers that
contain pricing terms, including the amounts of promotional allowances and co-op
advertising, renewability clauses, and provisions that convey trademark rights.
Each of these agreements is unique and may include one or more of these features
as part of its terms.
A lawsuit was filed on September 27, 1999 in the Superior Court of
California by James T. Munn and Roberto J. Cavazos, Jr., former officers of the
Company. The lawsuit alleged that Pacer and its Board of Directors breached
their fiduciary duties to shareholders and that the Board of Directors sought
special treatment in a proposed sale of the Company in June 1998 and cites their
failure to publicly disclose the offer to shareholders. The Company filed a
demurrer to the complaint which led the court to dismiss the suit. On March 15,
2000, the plaintiffs re-filed their suit in the California Superior Court as a
shareholder derivative action in which they are seeking unspecified damages. The
Company intends to vigorously defend against the suit and management believes
that it is unlikely the plaintiffs will prevail and also believes that such
litigation will be resolved without material effect on Pacer's financial
position, results of operations or cash flows.
6. COMPREHENSIVE INCOME:
On July 1, 1998, the Company adopted Financial Accounting Standard
Board's Statement of Financial Accounting Standards No. 130 (SFAS No. 130),
"Reporting Comprehensive Income". SFAS No. 130 establishes standards for
reporting and presentation of comprehensive income and its components in a full
set of financial statements. Comprehensive income consists of net income or loss
and foreign currency translation adjustments. The total comprehensive loss for
the quarter ended March 31, 2000 was $1.6 million compared to a loss of $.4
million for the same quarter in the prior fiscal year. The difference is the
result of an increase in net loss. The total comprehensive loss for the
nine-month period ended March 31, 2000 was $.6 million compared to comprehensive
income of $1.0 million for the comparable nine-month period in the prior fiscal
year. The difference was primarily the result of a increase in net loss. The
impact of changes in foreign currency valuation was nominal and did not
materially affect total comprehensive income or loss.
6
<PAGE> 7
7. RESTRUCTURING CHARGE:
In the quarter ended March 31, 2000, we implemented a program designed
to restructure and streamline operations in order to lower our cost structure.
In connection with that program we recorded a pre-tax restructuring charge of
$315,000 for the quarter ended March 31, 2000. The restructuring program
currently contemplates the consolidation of our four current facilities,
including our Memphis, Tennessee facility, into one new facility to be located
in Southern California, in December of 2000. The restructuring charge includes
$264,000 that relates to lease termination charges associated with these
actions. The other $51,000 relates to employee termination benefits arising from
the termination of approximately 6 warehouse employees at our Memphis, Tennessee
facility by June 30, 2000. As of March 31, 2000 none of these benefits have been
paid. Because the payment of benefits will be deferred over a period of up to
five-months, cash payments will occur after jobs have been eliminated. Other
costs directly related to the consolidation, such as equipment and product
relocation charges, are estimated to be approximately $310,000 and will be
expensed as incurred.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATION
The following table presents each of the line items from the Company's
statements of operations for the three and nine month periods ended March 31,
2000 and 1999 as a percentage of net sales:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------- --------------------
2000 1999 2000 1999
----- ----- ----- -----
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Gross Profit 21.9% 31.3% 30.1% 34.3%
Selling, General and Administrative Expense 44.6% 34.4% 31.0% 27.3%
Operating Profit/(Loss) (22.7%) (3.1%) (0.9%) 7.0%
Interest Expense, net (2.1%) (2.4%) (2.0%) (2.1%)
Other (Income) loss - net 0.1% 0.1% 0.3% 0.4%
Income (loss) before income taxes (24.7%) (5.4%) (2.6%) 5.3%
</TABLE>
Net Sales. Net sales for the quarter ended March 31, 2000 increased by
11.3% to $11.1 million from $10.0 million for the same quarter in the prior
year. This increase was primarily attributable to increased demand for the
Company's Super Glue products. This increase largely offset the loss of sales in
the second quarter of fiscal 2000 that resulted from a customer's decision to
offer its own private label holiday gift sets in place of the gift sets that we
had sold to the customer in prior years. As a result, net sales for the
nine-months ended March 31, 2000 were approximately equal to our net sales for
the same nine months of fiscal 1999.
Gross Profit. Our gross profit for the quarter ended March 31, 2000 was
$2.4 million, or 21.9% of sales versus $3.1 million, or 31.3% of sales in the
same period in the prior year. This decrease was primarily due to an inventory
write-down of $1.5 million in the quarter ended March 31, 2000. In the absence
of the inventory write-down, our gross profit, as a percent of net sales, would
have been 35.4%. The gross profit in the prior year was affected by product
returns, sales discounts and charge backs associated with the retail account
base and expenses associated with the Cook Bates business integration.
For the nine-months ended March 31, 2000, gross profit was $10.8 million
or 30.1% of net sales, compared to $12.2 million or 34.3% of sales for the same
period in the prior year. Excluding the inventory write-down, the gross profit
for the first nine-months of fiscal 2000 would have been 34.1% as compared to
34.3% for the comparable nine-month period last year. That difference was the
result of a change in the mix of products sold to include a greater proportion
of lower margin products in the nine months ended March 31, 2000 than in the
corresponding period of the prior year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the quarter ended March 31, 2000 were $5.0 million
or 44.6% of net sales as compared to $3.4 million or 34.4% of sales for the same
quarter of the prior year. This increase was primarily due to non-recurring
expenses consisting of asset write-downs associated with promotional and
advertising expenses in the amount of $1.3 million and a restructuring charge of
$0.3 million. Without these non-recurring items, selling, general and
administrative expenses would have been largely unchanged in the quarter ended
March 31, 2000 from the same quarter of the prior year.
For the nine-month period ended March 31, 2000, selling, general and
administrative expenses were $11.1 million, or 31.0% of sales as compared to
$9.7 million or 27.3% of sales for the same nine-month period in the prior year.
This increase includes the asset write-downs and the restructuring charge
mentioned above that occurred in the third quarter of this year, and
approximately $324,000 of expenses incurred to defend a proxy contest waged by a
group of dissident shareholders at
8
<PAGE> 9
our annual shareholders meeting held in November 1999. These selling, general
and administrative expense increases in the current year were partially offset
by cost reductions in bad debt and administrative payroll expense.
The operating losses and net losses we incurred in the three and nine
month periods ended March 31, 2000 were attributable to the declines in gross
profit and the increases in general, selling and administrative expenses
described above.
LIQUIDITY AND CAPITAL RESOURCES:
Net cash consumed by all activities during the first nine-months of
fiscal year 2000 was $191,000, compared to cash provided of $400,000 during the
first nine-months of the prior year.
Cash provided by operations during the first nine-months of fiscal year
2000 was $1.4 million compared to cash consumed of $1.8 million during the
comparable period in fiscal year 1999. Cash flow from operations improved during
the current year due to a decrease in trade accounts receivable and inventories,
partially offset by decreases in accrued expenses compared to the prior year.
Cash consumed by investing activities during the first nine-months of
fiscal year 2000 was $207,000 as compared to $654,000 during the comparable
period in fiscal year 1999. Cash flow from investing activities improved during
the current year due to lower capital expenditures in fiscal 2000 as compared to
fiscal 1999 when we incurred acquisition related capital expenditures.
Cash consumed by our financing activities was $1.4 million during the
first nine months of fiscal year 2000 as compared to cash provided of $2.9
million during the same period in fiscal year 1999. Net borrowings on the line
of credit decreased during the current year as cash flow improved due to a
decrease in trade receivable balances and a reduction in capital expenditures
compared to the prior year. The increase in the cash flow from financing
activities during the first nine-months of fiscal year 1999 was attributed
primarily to an increase in the Company's long term debt utilized to finance
working capital and capital equipment to support higher volumes generated by the
Cook Bates acquisition.
We anticipate continued utilization of our credit line to meet cash
requirements for working capital and capital equipment purchases during the
coming year. We believe that borrowings under the credit line, together with
internally generated cash flow will be sufficient to support the needs of the
operation for at least the ensuing 12 months.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and hedging activities. SFAS
133 is effective for all fiscal quarters of fiscal years beginning after June
15, 2000. Application of this accounting standard is not expected to have a
material impact on the Company's consolidated financial position, results of
operations or liquidity.
CAUTIONARY STATEMENT
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information contained in the
Company's filings with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by the Company) include statements that are forward-looking, such as
statements relating to plans for future activities. Such forward-looking
information involves important risks and uncertainties that could significantly
affect results in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on behalf of
9
<PAGE> 10
the Company. These risks and uncertainties include, but are not limited to,
those relating to foreign and domestic economic conditions, seasonal and weather
fluctuations, expansion and other activities of competitors, changes in federal
or state laws and the administration of such laws and the general condition of
the economy.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A lawsuit was filed on September 27, 1999 in the Superior Court of
California by James T. Munn and Roberto J. Cavazos, Jr., former officers of the
company. The lawsuit alleges that Pacer Technology and its Board of Directors
breached their fiduciary duties to shareholders and that the Board of Directors
sought special treatment in a proposed sale of the Company in June 1998 and also
cites a failure to publicly disclose the offer to shareholders. The Company
filed a demurrer to the complaint which led to the Court to dismiss the suit. On
March 15, 2000, the plaintiffs re-filed their suit in the California Superior
Court as a shareholder derivative action in which they are seeking unspecified
damages. The Company intends to vigorously defend against the suit and
management believes that it is unlikely the plaintiffs will prevail and also
believes that such litigation will be resolved without material effect on
Pacer's financial position, results of operations or cash flows.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
On February 11, 2000, the registrant filed a Current Report on Form
8-K to disclose, under Item 5, that the Company's Board of Directors had
appointed Mr. Ellis T. Gravette Jr. to its Board of Directors.
10
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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.
PACER TECHNOLOGY
Dated: May 15, 2000 By: /s/ TOM NIGHTINGALE III
------------- -------------------------------------
Tom Nightingale III
President/Chief Executive Officer
Dated: May 15, 2000 By: /s/ LAURENCE HUFF
------------- -------------------------------------
Laurence Huff
Chief Financial Officer
11
<PAGE> 12
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 343
<SECURITIES> 0
<RECEIVABLES> 8,313
<ALLOWANCES> 238
<INVENTORY> 12,779
<CURRENT-ASSETS> 23,078
<PP&E> 7,091
<DEPRECIATION> 5,365
<TOTAL-ASSETS> 28,323
<CURRENT-LIABILITIES> 5,853
<BONDS> 0
0
0
<COMMON> 8,653
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 28,323
<SALES> 35,756
<TOTAL-REVENUES> 35,756
<CGS> 24,976
<TOTAL-COSTS> 11,072
<OTHER-EXPENSES> (86)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 730
<INCOME-PRETAX> (936)
<INCOME-TAX> (378)
<INCOME-CONTINUING> (558)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (558)
<EPS-BASIC> (.03)
<EPS-DILUTED> .00
</TABLE>
