<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended December 31, 1996
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 Number 0-5896
JACO ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 11-1978958
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
145 OSER AVENUE, HAUPPAUGE, NEW YORK 11788
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (516) 273-5500
Indicated 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 report), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Number of Shares of Registrant's Common Stock Outstanding as of
February 10, 1997 - 3,888,221 (Excluding 87,500 shares of Treasury Stock)
<PAGE> 2
FORM 10-Q December 31, 1996
Page 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
JACO ELECTRONICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
----------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 400,497 $ 164,161
Marketable securities 551,164 493,281
Accounts receivable - net 21,371,973 22,217,130
Inventories 29,029,055 30,089,508
Prepaid expenses and other 954,543 739,530
Prepaid income taxes 301,075
Deferred income taxes 669,500 708,000
----------- -----------
Total current assets 53,277,807 54,411,610
Property, plant and equipment - net 4,616,557 4,226,617
Deferred income taxes 219,000 189,000
Excess of cost over net assets acquired 1,235,268 1,241,533
Other assets 1,547,403 1,073,969
----------- -----------
$60,896,035 $61,142,729
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 3
FORM 10-Q December 31, 1996
Page 3
JACO ELECTRONICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
LIABILITIES & SHAREHOLDERS' EQUITY: 1996 1996
------------ ------------
<S> <C> <C>
Current Liabilities:
Accounts payable and accrued expenses $ 14,789,741 $ 16,589,852
Current maturities of long term debt and
capitalized lease obligations 484,111 474,082
Income taxes payable 383,970
------------ ------------
Total current liabilities 15,273,852 17,447,904
Long term debt and capitalized lease obligations 9,792,823 8,791,270
Deferred compensation 625,000 600,000
SHAREHOLDERS' EQUITY:
Preferred stock - authorized, 100,000 shares,
$10 par value; none issued
Common stock - authorized 10,000,000 shares,
$.10 par value; issued 3,975,721 and 3,955,721
shares, respectively, and 3,888,221 and
3,955,721 outstanding, respectively 397,572 395,572
Additional paid-in capital 22,180,295 22,024,795
Unrealized gain on marketable securities 102,628 68,245
Retained earnings 13,223,865 11,814,943
Treasury stock (700,000)
------------ ------------
Total shareholders' equity 35,204,360 34,303,555
------------ ------------
$ 60,896,035 $ 61,142,729
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
FORM 10-Q December 31, 1996
Page 4
JACO ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED DECEMBER 31,
(UNAUDITED)
1996 1995
---- ----
NET SALES $38,194,939 $43,589,877
----------- -----------
COST AND EXPENSES:
Cost of goods sold 30,183,146 34,768,681
---------- ----------
Gross profit 8,011,793 8,821,196
Selling, general and
administrative expenses 6,761,206 6,613,261
---------- ----------
Operating profit 1,250,587 2,207,935
Interest expense 206,306 377,028
---------- ----------
Earnings before income taxes 1,044,281 1,830,907
Income tax provision 423,000 751,000
---------- ----------
NET EARNINGS $ 621,281 $1,079,907
========== ==========
Net earnings per common share $ .16 $ .30
========== ==========
Weighted average common shares
and common equivalent
shares outstanding 3,940,394 3,641,647
========== ==========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
FORM 10-Q December 31, 1996
Page 5
JACO ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
NET SALES $76,516,729 $83,673,362
----------- -----------
COST AND EXPENSES:
Cost of goods sold 60,389,434 66,310,952
----------- -----------
Gross profit 16,127,295 17,362,410
Selling, general and administrative expenses 13,353,450 13,226,402
----------- -----------
Operating profit 2,773,845 4,136,008
Interest expense 405,923 935,150
----------- -----------
Earnings before income taxes 2,367,922 3,200,858
Income tax provision 959,000 1,313,000
----------- -----------
NET EARNINGS $ 1,408,922 $ 1,887,858
=========== ===========
Net earnings per common share $ .36 $ .61
=========== ===========
Weighted average common shares and common
equivalent shares outstanding 3,961,315 3,089,743
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
FORM 10-Q December 31, 1996
Page 6
JACO ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Unrealized
Common Stock Additional Gain on Total
-------------------- Paid-In Marketable Retained Treasury Shareholders'
Shares Amount Capital Securities Earnings Stock Equity
------ ------ ------- ---------- -------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1996 3,955,721 $ 395,572 $ 22,024,795 $ 68,245 $ 11,814,943 $ 34,303,555
Issuance of common stock in
connection with acquisition 20,000 2,000 155,500 157,500
Unrealized gain on marketable
securities 34,383 34,383
Purchase of treasury stock $ (700,000) (700,000)
Net earnings 1,408,922
1,408,922
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance at December 31, 1996 3,975,721 $ 397,572 $ 22,180,295 $ 102,628 $ 13,223,865 $ (700,000) $ 35,204,360
============ ============ ============ ============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE> 7
FORM 10-Q December 31, 1996
Page 7
JACO ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities
Net earnings $ 1,408,922 $ 1,887,858
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities
Depreciation and amortization 372,618 349,800
Deferred compensation 25,000 25,000
Deferred income tax provision (15,000) (82,000)
Amortization of intangible assets 91,168 35,749
(Gain) loss on sale of equipment (11,094) 8,918
Provision for doubtful accounts 162,450 326,190
Changes in operating assets and liabilities, net
of effect of acquisition
Decrease (increase) in operating assets - net 2,785,845 (5,612,787)
Decrease in operating liabilities - net (2,760,155) (3,041,878)
------------ ------------
Net cash provided (used in) operating activities 2,059,754 (6,103,150)
------------ ------------
Cash flows from investing activities
Capital expenditures (782,641) (266,774)
Proceeds from sales of equipment 34,000 17,037
Acquisition of operating assets - net (1,257,369)
Decrease in due from officers - net 309,808
(Increase) decrease in other assets (128,989) 5,168
------------ ------------
Net cash (used in) provided by investing activities (2,134,999) 65,239
------------ ------------
Cash flows from financing activities
Proceeds from public offering - net 17,175,095
Borrowings under line of credit 81,253,959 89,522,388
Payments under line of credit (80,002,019) (92,567,064)
Principal payments under equipment financing
and term loans (240,359) (8,128,113)
Purchase of treasury stock (700,000)
Proceeds from exercise of stock options 11,925
Payments for fractional shares (1,267)
------------ ------------
Net cash provided by financing activities 311,581 6,012,964
------------ ------------
NET INCREASE (DECREASE) IN CASH 236,336 (24,947)
------------ ------------
Cash at beginning of period 164,161 393,671
------------ ------------
Cash at end of period $ 400,497 $ 368,724
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
<PAGE> 8
FORM 10-Q December 31, 1996
Page 8
JACO ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
1) The accompanying condensed consolidated financial statements reflect
all adjustments, consisting only of normal recurring accrual
adjustments, which are in the opinion of management, necessary for a
fair presentation of the consolidated financial position and the
results of operations at and for the periods presented. Such
financial statements do not include all the information or footnotes
necessary for a complete presentation. Therefore, they should be
read in conjunction with the Company's audited consolidated
statements for the year ended June 30, 1996 and the notes thereto
included in the Company's annual report on Form 10-K. The results of
operations for the interim periods are not necessarily indicative of
the results for the entire year.
2) On October 20, 1995, the Company completed a public offering of
1,600,000 shares of its common stock at $12.75 per share. The
offering consisted of 1,325,000 shares offered by the Company and
275,000 shares offered by certain officers and directors of the
Company. On December 8, 1995, the underwriters of the public
offering exercised a portion of their over-allotment option for an
additional 160,000 shares at a price per share equal to that of the
public offering. The Company's net proceeds from the public offering
of $17,139,966, as adjusted, after deducting the underwriters
commission and costs of the public offering, were used to reduce its
bank indebtedness. In connection with the public offering the
Company also issued stock warrants, to the representative
underwriters, to purchase up to 70,000 shares of common stock at an
exercise price per share equal to 180% of the public offering price
which expire on October 20, 1999.
3) In April 1996, the Company announced that its Board of Directors
authorized the purchase of up to 250,000 shares of its outstanding
common stock under a stock repurchase program. The purchases may be
made by the Company from time to time in the open market at the
Company's discretion. Through December 31, 1996, the Company
purchased 87,500 shares of its common stock for aggregate
consideration of $700,000.
4) For interim financial reporting purposes, the Company uses the gross
profit method in computing inventories which consists of goods held
for resale
5) Earnings per share has been computed based on weighted average
number of shares outstanding, including approximately 51,000 and
52,000 common stock equivalents for the three and six months ended
December 31, 1996, respectively, and approximately 82,000 and 78,000
common stock equivalents for the three and six months ended December
31, 1995, respectively.
6) During August 1996, and January 1997, the Company purchased QPS
Electronics, Inc. and Corona Electronics, Inc. respectively, both of
which are electronic component distributors. Aggregate consideration
paid for the acquisitions approximated $5.6 million of which
$157,500 was paid through the issuance of 20,000 shares of the
Company's common stock and $1.05 million payable upon certain events
as defined in the purchase agreements. These acquisitions have been
accounted for by the purchase method and, as such, the fair value of
the assets and liabilities acquired have been recorded on the date
of the respective purchases. The respective results of their
operations are included with those of the Company's from the date of
acquisition. The excess of the purchase price, as adjusted will be
amortized using the straight line method over a period not to exceed
20 years. Pro forma results of operations are not expected to be
material.
<PAGE> 9
FORM 10-Q December 31, 1996
Page 9
JACO ELECTRONICS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Statements in this filing, and elsewhere, which look forward in time involve
risks and uncertainties which may effect the actual results of operations. The
following important factors, among others, have affected and, in the future,
could affect the Company's actual results: dependence on a limited number of
suppliers for products which generate a significant portion of the Company's
sales, the effect upon the Company of increases in tariffs or duties, changes in
trade treaties, strikes or delays in air or sea transportation and possible
future United States legislation with respect to pricing and/or import quotas on
products imported from foreign countries, and general economic effect upon
manufacturers, end users of electronic components and electronic component
distributors.
GENERAL
Jaco is a distributor of electronic components and provider of contract
manufacturing and value-added services. Products distributed by Jaco include
semiconductors, capacitors, resistors and electromechanical devices and motors
used in the assembly and manufacturing of electronic equipment.
The Company's customers are primarily small and medium sized manufacturers. The
trend for these customers has been to shift certain manufacturing functions to
third parties (outsourcing). The Company intends to seek to capitalize on this
trend toward outsourcing by increasing sales of products enhanced by value-added
services. Value-added services currently provided by Jaco consist of configuring
complete computer systems to customer specifications both in tower and desktop
configurations, kitting (e.g. supplying sets of specified quantities of products
to a customer that are prepackaged for ease of feeding the customer's production
lines), and contract manufacturing services through the Company's wholly-owned
subsidiary, Nexus Custom Electronics, Inc.
<PAGE> 10
FORM 10-Q December 31, 1996
Page 10
Results of Operations
The following table sets forth certain items in the Company's statement of
earnings as a percentage of net sales for the periods shown;
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales 100% 100% 100% 100%
Cost of goods sold 79.0 79.8 78.9 79.3
------ ------ ------ ------
Gross profit 21.0 20.2 21.1 20.7
Selling, general and
administrative expenses 17.7 15.2 17.5 15.8
------ ------ ------ ------
Operating profit 3.3 5.0 3.6 4.9
Interest expense .6 .8 .5 1.1
------ ------ ------ ------
Earnings before income taxes 2.7 4.2 3.1 3.8
Income tax provision 1.1 1.7 1.3 1.5
------ ------ ------ ------
NET EARNINGS 1.6% 2.5% 1.8% 2.3%
====== ====== ====== ======
</TABLE>
Comparison of the three and six months ended December 31, 1996 and
December 31, 1995
Net sales for the second quarter and six months ended December 31, 1996 were
$38.2 million and $76.5 million as compared to $43.6 million and $83.7 million
reported for the three months and six months ended December 31, 1995. This
represented a 12% and 9% decrease in net sales, respectively. Net sales continue
to be affected by the softness in the electronics industry. The Company
believes that the decrease in net sales as compared to the previous quarter is
the result of customers requiring shorter lead times and a reduction of pricing
in certain components. The Company believes it is positioned for growth as a
result of two strategic acquisitions including Corona Electronics, Inc.,
acquired January 1997 (see Note A-6), additional sales and sales management
personnel, a new product offering (flat panel displays), and the anticipated
improvement in the contract manufacturing group.
<PAGE> 11
FORM 10-Q December 31, 1996
Page 11
Gross profit margins increased for the three and six months ended December 31,
1996, compared to the comparable periods last year. The Company was able to
improve margins despite weak conditions in the electronics industry. While the
sale of active components continue to represent approximately 52% of the
component revenue, the margins on this product has increased.
Selling, General and Administrative expenses (SG&A) were $6.8 million and $13.4
million for the three and six months ended December 31, 1996, compared to
$6.6 million and $13.2 million last year. The increases in SG&A incurred during
the current fiscal year were primarily the result of overhead expenses for the
new Chicago location (see QPS acquisition - Note A-6) and the addition of sales
and sales management personnel in existing locations.
Interest expense decreased to $206,000 and $406,000 for the three and six months
ended December 31, 1996, compared to $377,000 and $935,000 for the same period
last year. This represented a 45% and 57% reduction, respectively. The decrease
is primarily attributable to the reduction of indebtedness under the Company's
credit facility by application of the net proceeds of $17,140,000, from the
Company's public offering which was completed in October 1995.
Net earnings for the three months ended December 31, 1996 were $621,000 or $.16
per share as compared to $1,080,000, or $.30 per share, reported in the
comparable fiscal 1996 quarter. Weighted average shares outstanding during the
second quarter of fiscal 1997 and second quarter of fiscal 1996 were 3,940,394
and 3,641,647, respectively. Net earnings for the six months ended December 31,
1996 were $1,409,000, or $.36 per share, as compared to $1,888,000, or $.61 per
share, reported for the first six months of fiscal 1996. Weighted average shares
outstanding during the six months ended December 31, 1996 and 1995 were
3,961,315 and 3,089,743 respectively. The decrease in net earnings was primarily
attributable to the decrease in net sales. The SG&A expenses increased only
slightly as the Company continues to monitor costs. The Company believes it is
necessary to maintain current cost levels to continue to develop new customers
and to provide the support our existing customers require.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a total credit facility of $30,000,000, $1,500,000 (the
outstanding balance as of December 31, 1996 was approximately $911,000) is
structured as a term loan, payable in equal monthly installments of $17,857 and
the balance of which is structured as a revolving line of credit. The credit
facility carries a borrowing rate equal to the higher of prime rate or the
federal funds rate +1/2% or , at the Company's option, LIBOR plus 2.0% for fixed
periods of time. The Company must comply with various financial covenants, all
of which the Company believes itself to be in compliance. As of December 31,
1996, the Company had outstanding borrowings of $9.3 million, with additional
borrowing capacity of $20.7 million available under the revolving line of
credit.
<PAGE> 12
FORM 10-Q December 31, 1996
Page 12
Working capital was $38.0 million as of December 31, 1996, as compared to $37.0
million as of June 30, 1996 an increase of $1.0 million or approximately 3%. The
increase was primarily attributable to a net decrease in current liabilities.
During October 1995, the Company completed a public offering of 1,600,000 shares
of its common stock at $12.75 per share. The offering consisted of 1,325,000
shares offered by the Company and 275,000 shares offered by certain officers and
directors of the Company. On December 8, 1995, the underwriters of the public
offering exercised a portion of their over-allotment option for an additional
160,000 shares at a price per share equal to that of the public offering. The
Company's net proceeds from the public offering of $17,140,000, was used to
reduce its bank indebtedness.
In April 1996, the Company's Board of Directors authorized the purchase of up to
250,000 shares of its common stock under a stock repurchase program. As of
February 10, 1997 the Company has repurchased 87,500 shares at an average market
price of $8.00 per share.
For the six months ended December 31, 1996, the Company's net cash provided by
operating activities was approximately $2.1 million as compared to net cash used
in operating activities of approximately $6.1 million for the six months ended
December 31, 1995, an increase of $8.2 million or 134%. The increase is
primarily attributable to the reduction of accounts receivable and inventory
levels in the first six months of fiscal 1997 as compared to increases in these
elements in the first six months of fiscal 1996. Net cash used in investing
activities increased to $2.1 million for the six months ended December 31, 1996,
as compared to net cash provided by investing activities of $65,000 for the six
months ended December 31, 1995, a decrease of $2.2 million. The acquisition of
the assets of QPS accounted for approximately $1,257,000 of the decrease. Net
cash provided by financing activities decreased $5.7 million or 95% to $312,000
for the six months ended December 31, 1996 when compared to 6.0 million for the
six months ended December 31, 1995. The decrease is primarily attributable to
the net proceeds received from the Company's public offering which was completed
in October 1995. The Company's cash expenditures may vary significantly from
current levels, based on a number of factors, including but not limited to,
future acquisitions, if any.
In connection with the January 1997 acquisition of Corona Electronics, Inc. the
Company will increase borrowings under its existing revolving line of credit by
approximately $4.2 million. Additionally, the Company will increase borrowings
by approximately $.5 million for capital expenditures related to additional
equipment for the contract manufacturing facility and computer software for its
core distribution business.
The Company believes that cash flow from operations and funds available under
its credit facility will be sufficient to fund the Company's capital needs for
at least the next twelve months.
INFLATION
Inflation has not had a significant impact on the Company's operations during
the last three fiscal years.
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Nothing to Report
Item 2. Changes in Securities. Nothing to Report
Item 3. Defaults Upon Senior Securities. Nothing to Report
Item 4. Submission of Matters to a Vote of Security Holders.
Nothing to Report
Item 5. Other Information. Nothing to Report
Item 6. (A) Exhibits
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule
(B) Reports on Form 8-K. None.
9
<PAGE> 14
SIGNATURE
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.
JACO ELECTRONICS, INC.
(Registrant)
By: /s/ Jeffrey D. Gash
--------------------------------------
Jeffrey D. Gash Vice President/Finance
(Principal Financial Officer)
Date: February 13, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1996 AND THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 400,497
<SECURITIES> 551,164
<RECEIVABLES> 22,268,405
<ALLOWANCES> 896,432
<INVENTORY> 29,029,055
<CURRENT-ASSETS> 53,277,807
<PP&E> 6,551,497
<DEPRECIATION> 1,934,940
<TOTAL-ASSETS> 60,896,035
<CURRENT-LIABILITIES> 15,273,852
<BONDS> 10,417,823
0
0
<COMMON> 397,572
<OTHER-SE> 34,806,788
<TOTAL-LIABILITY-AND-EQUITY> 60,896,035
<SALES> 76,516,729
<TOTAL-REVENUES> 76,516,729
<CGS> 60,389,434
<TOTAL-COSTS> 60,389,434
<OTHER-EXPENSES> 13,353,450
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 405,923
<INCOME-PRETAX> 2,367,922
<INCOME-TAX> 959,000
<INCOME-CONTINUING> 1,408,922
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,408,922
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
