<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 31, 1999
Commission File Number 1-4124
JETRONIC INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1364981
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4200 Mitchell Street, Philadelphia, PA 19128
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 482-7660
---------------
Indicate by checkmark 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 requirements
for the past 90 days. Yes X No .
----- ----
At July 31, 1999, 3,701,999 shares of common stock were outstanding.
<PAGE>
PART I
ITEM 1
- ------
CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND ITS SUBSIDIARIES
The following Consolidated Balance Sheets, Consolidated Statements of
Operations, Consolidated Statements of Changes in Shareholders' Equity and
Consolidated Statements of Cash Flows are unaudited. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of results for the interim periods have been
included. Results of operations for interim periods are not necessarily
indicative of a full year's operations. The aforementioned statements should be
read in conjunction with the annual report on Form 10-K for the fiscal year
ended January 31, 1999.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Certain forward looking statements contained herein are based on current
expectations. Actual results may differ materially from the results described in
such forward looking statements due to, but not limited to, the following
factors: the effect of general business conditions, the impact of competitive
products and pricing, product development and technological difficulties.
<PAGE>
ITEM 2
- ------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of operations:
- ----------------------
In the following commentary, "operating profit" is total revenue less operating
expenses. In computing operating profit, none of the following items has been
added or deducted: general corporate expenses, corporate interest expense,
corporate interest income and income taxes.
The Company reported revenues of $10,759,000 and an operating profit of
$1,516,000 for the six months ended July 31, 1999 (2000) compared to revenues of
$12,536,000 and an operating profit of $1,768,000 for the six months ended July
31, 1998 (1999). Revenues and operating profit for the quarter ended July 31,
1999 were $5,724,000 and $805,000, respectively, compared to revenues and
operating profit for the quarter ended July 31, 1998 of $6,392,000 and $937,000,
respectively. Revenues decreased at both the switchgear and solid state power
supply business on a year to year and quarter to quarter basis. The
profitability decrease on the year to year and quarter to quarter comparison is
primarily associated with decreased orders in the solid state power supply
business resulting from a softness in this sector.
The Company received additional orders against the final option quantities under
an existing U.S. Government contract which is expected to be completed by the
end of the third quarter of this fiscal year. Although no further option
quantities are available under the existing contract, the Company anticipates
that a new contract will be negotiated for subsequent years for the same type of
product and under similar terms.
Selling, general and administrative expenses were reduced as a result of the
reduction in revenues and the attendant reduction in associated expenses.
However, interest and debt expense increased as a result of the amortization of
capitalized fees associated with the Company's refinancing in May 1999 and the
restructuring of Bondholder debt coincident with the refinancing. Additionally,
increased borrowings from lenders increased interest expense.
Liquidity and Capital Resources:
- --------------------------------
During FY 2000 and FY 1999 the operations of the Company and its subsidiary were
financed by a lending institution under various formulae which provide operating
funds as required. Such borrowings are primarily in the form of short-term
loans, secured by assignment of accounts receivable and inventories. Under the
various formulae, borrowings are limited to varying percentages and maximum
dollar amounts of accounts receivable and inventories with a maximum limitation
of $6,500,000. As of July 31, 1999, such borrowings amounted to $2,737,000 with
a limitation of borrowing based upon the various formulae of $3,133,000. The
Company's line of credit agreement with its current lender expires in May 2001.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - (continued):
At this time, there are no material commitments for capital expenditures
although the Company is pursuing several acquisitions which, if successful, will
require the outlay of additional cash. Cash requirements for the current fiscal
year should increase by ten percent due to the anticipated increase in business
activity. Based upon the availability of funds under its existing financing
arrangements, the Company deems its liquidity to be adequate.
Year 2000 issue:
The Company is proactive in relation to issues surrounding compliance with the
date change from 1999 to 2000 and its effect on its computer systems and those
of its associated businesses. The Company is currently in the process of
reviewing its computer systems for compliance and expects this process to be
completed by the end of the third quarter FY 2000. Relationships with
interdependent computer systems are currently being addressed and compliance is
expected by the end of the third quarter FY 2000. The Company does not expect
that the costs of implementing compliance with Year 2000 Issues to have a
material effect on its consolidated financial statements. In the event that its
interdependent computer relationships are not Year 2000 compliant, the Company
has alternative plans to alleviate such situation based on the close proximity
of facilities.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(000's Omitted)
<TABLE>
<CAPTION>
July 31, 1999 January 31, 1999
------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 156 $ 495
Accounts receivable 3,541 2,775
Inventories 8,920 7,569
Prepaid and other assets 2,046 1,951
-------- --------
Total current assets 14,663 12,790
Property, plant and equipment, net 353 377
Goodwill 275 280
Other assets 1,599 1,764
-------- --------
Total assets $ 16,890 $ 15,211
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to lender $ 2,737 $ 1,781
Current portion of long-term debt 1,025 976
Accounts payable 2,412 1,482
Other accrued liabilities 839 825
-------- --------
Total current liabilities 7,013 5,064
Deferred interest 1,405 1,405
Long-term debt 5,493 5,773
-------- --------
Total liabilities 13,911 12,242
-------- --------
Shareholders' equity:
Preferred stock 33 33
Common stock 370 370
Capital in excess of par value 13,822 13,822
Retained earnings (deficit) (11,246) (11,256)
-------- --------
Total shareholders' equity 2,979 2,969
-------- --------
$ 16,890 $ 15,211
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(000's Omitted)
Six Months Ended July 31,
--------------------------
1999 1998
---- ----
Net sales $10,759 $12,536
Cost and expenses:
Cost of goods sold 8,678 10,081
Selling and administrative expenses 1,257 1,381
Interest and debt expenses 814 593
------- -------
Total costs and expenses 10,749 12,055
------- -------
Income before income taxes 10 481
Income tax provision 24
------- -------
Net income $ 10 $ 457
======= =======
Net income per share (A):
Basic $ .00 $ .13
======= =======
Diluted $ .00 $ .11
======= =======
Notes:
A) Weighted average number of shares for the six months ended July 31, 1999
and 1998 was 3,702,000 and 3,634,000, respectively for basic and 4,227,000
and 4,036,000, respectively for diluted.
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(000's Omitted)
Three Months Ended July 31,
---------------------------
1999 1998
---- ----
Net sales $5,724 $6,392
Cost and expenses:
Cost of goods sold 4,627 5,114
Selling and administrative expenses 674 718
Interest and debt expenses 420 339
------ ------
Total costs and expenses 5,721 6,171
------ ------
Income before income taxes 3 221
Income tax provision 15
------ ------
Net income $ 3 $ 206
====== ======
Net income per share (A):
Basic $ .00 $ .06
====== ======
Diluted $ .00 $ .05
====== ======
Notes:
A) Weighted average number of shares for the three months ended July 31, 1999
and 1998 was 3,702,000 and 3,634,000, respectively for basic and 4,227,000
and 4,036,000, respectively for diluted.
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(000's Omitted)
<TABLE>
<CAPTION>
Capital in Retained
Preferred Common Stock excess of earnings
Stock Shares Amount par value (deficit) Total
--------- ------ ------ ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance, January 31, 1998 3,604,499 $361 $12,569 ($11,974) $ 956
Issuance of common stock 97,500 9 104 113
Issuance of warrants 1,149 1,149
Issuance of preferred stock $ 33 33
Net income, year ended
January 31, 1999 718 718
----- --------- ---- ------- -------- -------
Balance, January 31, 1999 33 3,701,999 370 13,822 (11,256) 2,969
Net income six months
ended July 31, 1999 10 10
----- --------- ---- ------- -------- -------
Balance, July 31, 1999 $ 33 3,701,999 $370 $13,822 ($11,246) $ 2,979
===== ========= ==== ======= ======== =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(000's Omitted)
Six Months Ended July 31,
---------------------------
1999 1998
---- ----
Cash flows from operating activities:
Net income $ 10 $ 457
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization 58 56
Reduction of goodwill 5 6
Changes in assets and liabilities:
Accounts receivable (766) (476)
Inventories (1,351) (191)
Prepaid and other assets (95) (44)
Other assets 165 (726)
Accounts payable 930 (493)
Other liabilities 14 (98)
------- -------
Total adjustments (1,040) (1,878)
------- -------
Net cash provided (used) by
operating activities (1,030) (1,421)
------- -------
Cash flows from investing activities:
Capital expenditures (34) (21)
------- -------
Cash flows from financing activities:
Proceeds from long-term debt 2,930
Net borrowings from lenders 956 (905)
Principal payments on long-term debt (231) (323)
Proceeds from exercise of warrants 60
------- -------
Net cash provided (used) by
financing activities 725 1,762
------- -------
Net increase (decrease) in cash (339) 320
Cash beginning of period 495 391
------- -------
Cash end of period $ 156 $ 711
======= =======
Supplemental disclosures of cash flow
information:
Interest paid during the period $ 389 $ 432
======= =======
Income taxes paid during the period $ -0- $ 25
======= =======
See notes to consolidated financial statements.
<PAGE>
JETRONIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(000's Omitted)
Note 1 - INVENTORIES
Inventories, which are stated at the lower of cost or market, are summarized
as follows:
July 31, 1999 January 31, 1999
------------- ----------------
Raw materials $ 4,301 $ 4,309
Work in process 4,619 3,260
------- -------
Total $ 8,920 $ 7,569
======= =======
Note 2 - STATEMENT OF OPERATIONS
Effective February 1, 1993, the Company changed its method of accounting for
income taxes by adopting Statement of Financial Accounting Standards No. 109
(SFAS No. 109). Under SFAS No. 109 the deferred tax provision is determined
under the liability method. Deferred tax assets of $2,614, arising
principally from net operating loss carryforwards, were partially offset by
deferred tax liabilities and valuation allowance of $2,055 in accordance
with guidelines established under SFAS No. 109. The Company will
periodically review and adjust the valuation allowance as needed.
Differences between the statutory federal income tax rate and the effective
tax rate are accounted for as follows:
Six Months Ended July 31,
-------------------------
1999 1998
---- ----
Federal income tax rate 34.0% 34.0%
Tax effect of non-deductible expenses 69.8 1.4
NOL utilization under SFAS No. 109 (169.8) (40.2)
Difference in tax basis of assets 66.0 9.7
Other .2
------ -----
Effective income tax rate 0.0% 5.1%
====== =====
<PAGE>
PART II
Items 1 thru 6(a) are not applicable.
Item 6(b) - There were no reports on Form 8-K filed for the quarter ended July
31, 1999.
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.
JETRONIC INDUSTRIES, INC.
Registrant
-----------------------------
Leonard W. Pietrzak
Vice President - Finance
September 14, 1999
