SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarter Ended March 31, 2000 Commission File Number 0-7475
- -------------------------------- -----------------------------
PHOTO CONTROL CORPORATION
-------------------------
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0831186
--------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4800 Quebec Avenue North, Minneapolis, Minnesota 55428
- ------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number (763) 537-3601
--------------
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year if changes
since last report.)
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 twelve 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 practical date.
Class Outstanding at April 20, 2000
- ------------------------------- -------------------------------
Common Stock, par value $.08 1,604,163 Shares
<PAGE>
PHOTO CONTROL CORPORATION
INDEX
-------------------------
PART I Financial Information Page Number
- ------ -----------
Item 1: Financial Statements
Balance Sheet -
March 31, 2000 and December 31, 1999 3
Statement of Operations
Three Months Ended March 31, 2000 and 1999 4
Statement of Cash Flows -
Three Months Ended March 31, 2000 and 1999 5
Notes to Financial Statements 6
Independent Accountant's Report 7
Item 2: Management's Discussion and Analysis 8
of Financial Condition and Results of
Operations
PART II Other Information
- -------
Item 2: Changes in Securities 9
Item 5: Other Items 9
Item 6: Exhibits and Reports on Form 8-K 10
2
<PAGE>
PHOTO CONTROL CORPORATION
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
2000 1999
---- ----
<S> <C> <C>
ASSETS
------
Current Assets
- --------------
Cash and Cash Equivalents $ 481,660 $ 819,302
Accounts Receivable 365,930 647,597
Inventories 4,862,295 4,478,640
Prepaid Expenses 15,300 74,430
------------ ------------
Total Current Assets 5,725,185 6,019,969
------------ ------------
Other Assets
- ------------
Cash Value of Life Insurance 316,857 308,166
Deferred Income Taxes 160,000 160,000
------------ ------------
Total Investments and other Assets 476,857 468,166
------------ ------------
Plant and Equipment
- -------------------
Land and Building 2,293,818 2,293,818
Machinery and Equipment 2,978,758 3,173,990
Accumulated Depreciation (3,716,376) (3,846,133)
------------ ------------
Total Plant and Equipment 1,556,200 1,621,675
------------ ------------
$ 7,758,242 $ 8,109,810
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
- -------------------
Accounts Payable $ 450,215 $ 281,417
Accrued Payroll and Employee Benefits 153,591 220,848
Accrued Expenses 280,944 264,952
Customer Deposit 406,250
------------ ------------
Total Current Liabilities 884,750 1,173,467
------------ ------------
Other Accrued Expense 706,029 685,148
- --------------------- ------------ ------------
Stockholders' Equity
- --------------------
Common Stock 128,333 128,333
Additional Paid-In Capital 1,393,484 1,393,484
Retained Earnings 4,645,646 4,729,378
------------ ------------
Total Stockholders' Equity 6,167,463 6,251,195
------------ ------------
$ 7,758,242 $ 8,109,810
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
PHOTO CONTROL CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
---------------------------
2000 1999
---- ----
<S> <C> <C>
Net Sales $ 2,108,592 $ 1,829,552
Cost of Sales 1,583,380 1,353,717
------------ ------------
Gross Profit 525,212 475,835
Expenses
Marketing and Administrative 467,762 499,571
Research, Development & Engineering 141,182 176,290
------------ ------------
608,944 675,861
Net Loss $ (83,732) $ (200,026)
============ ============
Net Loss Per Common Share - Basic $ (.05) $ (.12)
============ ============
Net Loss Per Common Share -Dilutive $ (.05) $ (.12)
============ ============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
PHOTO CONTROL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
March 31
--------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Loss from operations $ (83,732) $ (200,026)
Items not affecting cash-
Depreciation 66,000 72,000
Deferred compensation 37,500 37,500
Loss on sale of assets 9,274
Payment of deferred compensation (16,619) (16,620)
Change in:
Receivables 281,667 (247,349)
Inventories (383,655) (261,368)
Prepaid expenses 59,130 57,645
Accounts payable 168,799 169,808
Accrued expenses (457,515) 32,544
------------ ------------
Net cash used in operating
expenses (319,151) (355,866)
------------ ------------
Cash flows from investing activities:
Additions to plant and equipment (9,800) (6,087)
Additions to cash value of life
insurance (8,691) (8,691)
------------ ------------
Net cash used in investing
activities: (18,491) (14,778)
------------ ------------
Change in cash and cash equivalent (337,642) (370,644)
Beginning cash and cash equivalent 819,302 731,426
------------ ------------
Ending cash and cash equivalent $ 481,660 $ 360,782
============ ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
PHOTO CONTROL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
NOTE 1
Notes to financial statements presented herein do not include all the
footnotes normally presented in the Company's annual report to
stockholders.
The accompanying financial statements reflect, in the opinion of
management, all normal and recurring adjustments necessary to a fair
presentation of financial position, results of operations, and cash
flows for the interim periods. The results for interim periods are not
necessarily indicative of results to be expected for the year.
NOTE 2
Inventories are analyzed as follows:
March 31 December 31
2000 1999
---- ----
Raw Materials $4,203,249 $4,237,561
Work in Progress 350,587 257,031
Finished Goods 1,995,459 1,626,048
Reserve for Obsolescence (1,687,000) (1,642,000)
---------- ----------
$4,862,295 $4,478,640
========== ==========
NOTE 3
Net Income per common share is computed based on the weighted average number of
common shares outstanding during the period when computing the basic earnings
per share. When dilutive, stock options are included as equivalents using the
Treasury Stock method when computing the diluted earnings per share.
6
<PAGE>
PHOTO CONTROL CORPORATION
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
Photo Control Corporation
Minneapolis, Minnesota
We have reviewed the accompanying condensed balance sheet of Photo
Control Corporation as of March 31, 2000, and the related condensed statements
of income and cash flows for the three months ended March 31, 2000. These
condensed financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying condensed financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Photo Control Corporation as of
December 31, 1999, and the related statements of changes in stockholders'
equity, operations and cash flows for the year then ended (not presented
herein); and in our report dated January 20, 2000, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying condensed balance sheet as of December 31, 1999 is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.
/s/ Virchow, Krause & Company, LLP
----------------------------------
VIRCHOW, KRAUSE & COMPANY, LLP
Bloomington, Minnesota
April 10, 2000
7
<PAGE>
PHOTO CONTROL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OPERATIONS
Sales for the first quarter ended March 31, 2000, were $2,108,000, an increase
of 15.3% and $279,000 from the first quarter in 1999. The camera product line
sales increased $610,000, the printer product line sales increased $33,000 and
the flash equipment product line sales decreased $364,000. The increase in
camera product line sales is attributable to the $6,200,000 camera contract for
which shipment began in December of 1999 and will continue through April of
2001. The printer product line had a slight increase in sales, but the overall
long-term sales trend is downward. A decrease in OEM orders accounted for the
sales decrease of $364,000 in the flash equipment product line.
In February of 1999, the company entered an agreement with Eastman Kodak Company
to manufacture, sell and service the new Kodak Professional Dual Capture Imaging
System. The system was developed by Kodak Professional, however, due to poor
image quality, Kodak has decided to discontinue this product. The Company will
be reimbursed for its cost on this project and will not suffer any adverse
financial effects.
The gross profit margin for the first quarter of 2000 decreased to 24.9%
compared to 26.0% from the first quarter of 1999. Gross margin varies depending
upon the product mix of sales. Management continues to expect that the margins
for the year 2000 will be approximately 28%.
Research, development and engineering expenses decreased by $35,000 for the
first quarter of 2000 compared to the first quarter of 1999 and marketing and
administrative expenses decreased $32,000. These expense decreases reflect staff
reductions as a result of a focus on products, which already have market
penetration and can be effectively sold through the existing distribution
network.
LIQUIDITY AND CAPITAL RESOURCES
Cash decreased by $337,000 to $481,000 since December 31, 1999. Operations for
the quarter resulted in $319,000 of negative cash flow. At March 31, 2000, there
was no bank borrowing and the Company had $1,000,000 available under its line of
credit.
The Company believes that its cash flow from operations and available borrowing
capacity will be sufficient to finance operations and capital requirements.
8
<PAGE>
FACTORS THAT MAY AFFECT FUTURE RESULTS
Statements included or incorporated by reference in this Quarterly Report on
Form 10-Q which are not historical in nature are identified as "forward looking
statements" for the purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The Company cautions readers that forward looking
statements, including without limitation, those relating to the Company's future
business prospects, revenues, working capital, liquidity, capital needs,
interest costs, and income, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in the
forward looking statements. The risks and uncertainties include, but are not
limited to, economic conditions, product demand and industry capacity,
competitive products and pricing, manufacturing efficiencies, new product
development and market acceptance, the regulatory and trade environment, and
other risks indicated in filings with the Securities and Exchange Commission.
ITEM 2. Changes in Securities
Common Stock
------------
Additional
Number of Paid In Retained
Shares Amount Capital Earnings
--------- -------- ---------- ----------
Balance at
December 31, 1999 1,604,163 $128,333 $1,393,484 $4,729,378
Net Loss (83,327)
--------- -------- ---------- ----------
Balance at
March 31, 2000 1,604,163 $128,333 $1,393,484 $4,645,646
========= ======== ========== ==========
ITEM 5. Other Items
On April 5, 2000, the Board of Directors appointed Mark J. Simonett to
serve as director to fill the Class I director vacancy, which term expires May
2001. The Board also appointed Scott S. Meyers to serve as director to fill the
Class II vacancy, which term expires May 2002.
ITEM 6. Exhibit and Reports on Form 8-K
A. Exhibits
15 Letter from Independent Accountants
27 Financial Data Schedule
B. Reports on Form 8-K - There was no Form 8-K filed during the
quarter.
9
<PAGE>
PHOTO CONTROL CORPORATION
--------------------------------------
(Registrant)
- ------------------ --------------------------------------
Date John R. Helmen, C.E.O. and President
- ------------------ --------------------------------------
Date C.R. Jackels, Vice President-Finance
10
EXHIBIT 15
Letter from Independent Accountants Regarding
Unaudited Interim Financial Information
April 10, 2000
Photo Control Corporation
Minneapolis, Minnesota
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of Photo Control Corporation for the period ended March 31, 2000 as
indicated in our report dated April 10, 2000; because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is
incorporated by reference in Registration Statement No.2-85849 on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Virchow, Krause & Company, LLP
Virchow, Krause & Company, LLP
Minneapolis, Minnesota
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 481,660
<SECURITIES> 0
<RECEIVABLES> 365,930
<ALLOWANCES> 0
<INVENTORY> 4,862,295
<CURRENT-ASSETS> 5,725,185
<PP&E> 5,272,567
<DEPRECIATION> 3,716,376
<TOTAL-ASSETS> 7,758,242
<CURRENT-LIABILITIES> 884,750
<BONDS> 0
0
0
<COMMON> 128,333
<OTHER-SE> 6,039,130
<TOTAL-LIABILITY-AND-EQUITY> 7,758,242
<SALES> 2,108,592
<TOTAL-REVENUES> 2,108,592
<CGS> 1,583,380
<TOTAL-COSTS> 1,583,380
<OTHER-EXPENSES> 608,944
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (83,732)
<INCOME-TAX> 0
<INCOME-CONTINUING> (83,732)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (83,732)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
