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: April 24, 1999
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 0-15046
Westerbeke Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-1925880
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
Avon Industrial Park, Avon, Massachusetts 02322
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (508) 588-7700
No Change
(Former name, former address and former fiscal year
if changed 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 12 months (or for such shorter
period that the registrant was to file such reports.) and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] 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.
<TABLE>
<CAPTION>
Outstanding at
Class June 4, 1999
----- --------------
<S> <C>
Common Stock, $.01 par value 1,917,812
</TABLE>
WESTERBEKE CORPORATION AND SUBSIDIARY
INDEX
Page
Part I - Financial Information
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets as of April 24, 1999 and
October 24, 1998 3
Consolidated Statements of Operations for the three
months ended April 24, 1999 and April 25, 1998 4
Consolidated Statements of Operations for the six
months ended April 24, 1999 and April 25, 1998 5
Consolidated Statements of Cash Flows for the six
months ended April 24, 1999 and April 25, 1998 6
Notes to Consolidated Financial Statements 7-9
Item 2 -
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-13
Item 3 -
Quantitative and Qualitative Disclosures
About Market Risk 14
Part II - Other Information 15-16
Signatures 17
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 24, October 24,
1999 1998
--------- -----------
(Unaudited) Audited
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 843,500 $ 101,900
Accounts receivable, net of allowance for
doubtful accounts of $59,200 at April
24, 1999 and October 24, 1998 2,792,500 2,292,900
Inventories (Note 2) 5,510,200 5,391,600
Prepaid expenses and other assets 349,500 343,000
Deferred income taxes 578,600 578,600
----------------------------
Total current assets 10,074,300 8,708,000
Property, plant and equipment, net 2,091,200 2,161,500
Other assets, net 2,124,300 2,002,100
Investments in marketable securities 94,300 1,690,700
Note receivable - related party 100,200 108,000
----------------------------
$14,484,300 $14,670,300
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 191,200 $ 189,700
Revolving demand note payable - 200,000
Accounts payable 1,769,500 1,905,900
Accrued income taxes 183,400 93,900
Accrued expenses and other liabilities 454,300 668,900
----------------------------
Total current liabilities 2,598,400 3,058,400
Deferred income taxes 71,700 154,900
Deferred compensation 429,800 320,700
Long-term debt, net of current portion 318,800 417,400
----------------------------
Total liabilities 3,418,700 3,951,400
----------------------------
Stockholders' equity:
Common stock, $.01 par value; authorized
5,000,000 shares; issued 2,185,950 shares
at April 24, 1999 and October 24, 1998 21,900 21,900
Additional paid-in-capital 6,025,300 6,025,300
Accumulated other comprehensive income
(Note 3) 27,800 151,200
Retained earnings 5,746,600 5,276,500
----------------------------
11,821,600 11,474,900
Less - Treasury shares 268,138 at cost 756,000 756,000
----------------------------
Total stockholders' equity 11,065,600 10,718,900
----------------------------
$14,484,300 $14,670,300
============================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
April 24, April 25,
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Net sales $7,601,700 $7,224,700
Cost of sales 5,705,200 5,652,000
--------------------------
Gross profit 1,896,500 1,572,700
Selling, general and administrative expense 1,061,800 956,400
Research and development expense 329,000 268,600
--------------------------
Income from operations 505,700 347,700
Interest expense, net 3,300 58,300
Other income, net 472,900 -
--------------------------
Income before income taxes 975,300 289,400
Provision for income taxes 394,700 116,500
--------------------------
Net income $ 580,600 $ 172,900
==========================
Income per common share, basic $ .30 $ .09
==========================
Income per common share, diluted $ .28 $ .08
==========================
Weighted average common shares, basic 1,917,812 1,917,812
==========================
Weighted average common shares, diluted 2,057,515 2,072,941
==========================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
April 24, April 25,
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Net sales $13,048,500 $12,184,200
Cost of sales 10,196,000 9,726,300
----------------------------
Gross profit 2,852,500 2,457,900
Selling, general and administrative
expense 1,880,100 1,725,300
Research and development expense 656,400 527,100
----------------------------
Income from operations 316,000 205,500
Interest income (expense), net 32,900 (7,000)
Other income, net 442,200 -
----------------------------
Income before income taxes 791,100 198,500
Provision for income taxes 321,000 79,900
----------------------------
Net income $ 470,100 $ 118,600
============================
Income per share common share, basic $ .25 $ .06
============================
Income per share common share, diluted $ .23 $ .06
============================
Weighted average common shares, basic 1,917,812 1,911,279
============================
Weighted average common shares, diluted 2,059,146 2,073,302
============================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
April 24, April 25,
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 470,100 $ 118,600
Reconciliation of net income to net cash
used in operating activities:
Depreciation and amortization 231,800 215,200
Deferred income taxes (83,200) 17,100
Changes in operating assets and
liabilities:
Accounts receivable (499,600) (1,634,000)
Inventories (118,600) 477,300
Prepaid expenses and other assets (6,500) (20,300)
Other assets (133,100) (214,000)
Accounts payable (136,400) (412,700)
Accrued expenses and other
liabilities (214,600) 254,000
Deferred compensation 109,100 149,900
Income taxes payable 89,500 69,600
--------------------------
Net cash used in operating activities (291,500) (979,300)
--------------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (150,600) (285,900)
Proceeds from payment of note receivable
- related party 7,800 7,200
Investment in marketable securities, net 1,473,000 (252,900)
--------------------------
Net cash provided (used) in investing
activities 1,330,200 (531,600)
--------------------------
Cash flows from financing activities:
Borrowings (repayments) under revolving
demand note (200,000) 1,500,000
Proceeds from exercise of employee stock
options - 29,000
Principal payments on long-term debt and
capital lease obligations (97,100) (107,700)
--------------------------
Net cash provided (used) in financing
activities (297,100) 1,421,300
--------------------------
Increase (decrease) in cash and cash equivalents 741,600 (89,600)
Cash and cash equivalents, beginning of period 101,900 156,900
--------------------------
Cash and cash equivalents, end of period $ 843,500 $ 67,300
==========================
Supplemental cash flow disclosures:
Interest paid $ 17,800 $ 64,400
Income taxes paid $ 120,000 $ 10,000
Supplemental disclosures of non-cash items:
Increase (decrease) in unrealized gains on
marketable securities, net of income taxes $ (221,100) $ 33,400
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
WESTERBEKE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies:
-------------------------------------------
A. Financial Statements
--------------------
The condensed consolidated financial statements included herein
have been prepared by Westerbeke Corporation (the "Company"),
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. While 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, the Company believes that the
disclosures made herein are adequate to make the information
presented not misleading. It is recommended that these
condensed statements are read in conjunction with the
consolidated financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year
ended October 24, 1998.
In the opinion of the Company, all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the
financial position of Westerbeke Corporation and Subsidiary as
of April 24, 1999, the results of their operations for the three
and six months ended April 24, 1999 and April 25, 1998, and the
cash flows for the six months then ended, have been included.
B. Basis of Presentation
---------------------
The condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary,
Westerbeke International, Inc. (a Foreign Sales Corporation).
All significant intercompany transactions and accounts have been
eliminated. Westerbeke International, Inc. has been inactive
since fiscal year 1987.
On October 25, 1998, the Company adopted Financial Accounting
Standards No. 131, "Disclosure about Segments of an Enterprise
and Related Information" (FAS 131). The Company operates in one
market segment, marine engine and air-conditioning products.
The adoption of this standard had no material effect on the
Company's reporting and disclosure requirements.
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1 (SOP 98-1),
"Accounting for the Costs of Computer Software Developed and
obtained for Internal Use". The statement is effective for
fiscal years beginning after December 15, 1998. Earlier
application is encouraged in fiscal years for which annual
financial statements have not been issued. The statement
defines which costs of computer software developed or obtained
for internal use are capitalized and which costs are expensed.
The Company does not believe the adoption of SOP 98-1 will have
a material impact on the financial statements.
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 (SOP 98-5),
"Reporting on the Costs of Start-Up Activities". The statement
is effective for fiscal years beginning after December 15, 1998.
The statement requires costs of start-up activities and
organization costs to be expensed as incurred. The Company does
not believe the adoption of SOP 98-5 will have a material impact
on the financial statements.
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133). The statement requires companies to
recognize all derivatives as either assets or liabilities with
the instruments measured at fair value. The accounting for
changes in fair value gains and losses depends on the intended
use of the derivative and its resulting designation. The
statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company does not believe the
adoption of SFAS 133 will have a material impact on the
financial statements.
C. Earnings per Share
------------------
Basic income per common share is computed by dividing income
available to common stockholders by the weighted average number
of shares outstanding for the period. Diluted income per share
reflects the maximum dilution that would have resulted from the
exercise of stock options. Diluted income per share is computed
by dividing net income by the weighted average number of common
shares and all dilutive securities, except when the effect would
be antidilutive.
2. Inventories
-----------
The Company uses the last-in, first-out (LIFO) method to value
inventory.
Inventories are comprised of the following:
<TABLE>
<CAPTION>
April 24, October 24,
1999 1998
-------- -----------
<S> <C> <C>
Raw materials $4,662,100 $4,416,300
Work-in-process 507,400 530,300
Finished goods 340,700 445,000
------------------------
$5,510,200 $5,391,600
========================
</TABLE>
For purposes of this LIFO calculation, the Company has estimated both
the year-end inventory levels and the inflation/deflation which will
occur during the fiscal year.
The Company anticipates an increase in its LIFO valuation account as
of October 23, 1999. Accordingly, the Company has recorded an
increase of $45,000, on a pro rata basis, in the LIFO reserve during
the first six months of fiscal 1999. During the first six months of
1998, the Company recorded, on a pro rata basis, an increase of
$30,000 in the LIFO reserve. Inventories would have been $937,500
higher at April 24, 1999 and $892,500 higher as of October 24, 1998,
if the first- in, first-out (FIFO) method had been used.
Inventory cost determination on the FIFO method approximates
replacement or current cost.
3. Comprehensive Income
--------------------
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income during
income is defined as the change in equity of a business enterprise
during a period from transactions and other events and circumstances
from nonowner sources. It includes all changes in equity during a
period except those resulting from investments by owners and
distributions to owners. This pronouncement requires that the
accumulated total of other comprehensive income be shown as a separate
component of stockholders' equity with additional disclosure of
accumulated balances for each classification within other
comprehensive income in addition to the reporting of total
comprehensive income. Accumulated other comprehensive income, a
component of stockholders' equity was previously titled "unrealized
gain on marketable securities". During the six months ended April 24,
1999, the Company realized gains of $442,200 on the sale of marketable
securities. The components of total comprehensive income for the six
months ended April 24, 1999 and April 25, 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net income $470,100 $118,600
Other comprehensive income 300 33,400
---------------------
Comprehensive income $470,400 $152,000
=====================
</TABLE>
Item 2 - Management's Discussion and Analysis
Of Financial Condition and Results Of Operations
Results of Operations -
- -----------------------
Net sales increased by $377,000, or 5%, during the second quarter of fiscal
1999 and increased $864,300 for the first six months of fiscal 1999 as
compared to the same periods in fiscal 1998. The increase in net sales is
primarily attributable to higher unit volume of the Company's marine
generator products.
Gross profit increased $323,800 or 21% during the second quarter and
increased $394,600 or 16% for the first six months of fiscal 1999 as
compared to the same periods in fiscal 1998. The increase in gross profit
is primarily attributable to a decrease in manufacturing costs. As a
percentage of net sales, gross profit was 25% during the second quarter of
fiscal year 1999, as compared to 22% for the second quarter of fiscal 1998.
For the six months ended April 24, 1999 gross profit was 22% compared to
20% for the same period ended April 25, 1998.
Operating expenses increased $165,800 or 14% for the second quarter and
$284,100 or 13% in the first six months of fiscal 1999, as compared to the
same periods in fiscal 1998. Research and development costs have increased
due to the addition of personnel and higher costs related to achieving
compliance with federal and state exhaust emission requirements. Selling
and administrative expenses have increased primarily due to higher
advertising, legal and personnel costs.
Net interest expense decreased $55,000 during the second quarter and
decreased $39,900 for the first six months of fiscal 1999 as compared to the
same periods in fiscal 1998. The decrease in interest expense in the second
quarter and the six months ended April 24, 1999 is primarily due a lower
outstanding balance on the line of credit with State Street Bank & Trust
Company.
Other income is comprised of the realized gain from the sale of the majority
of the marketable securities portfolio during the quarter ended April 24,
1999.
For the second quarter ended April 24, 1999, the Company reported net income
of $580,600, compared to a net income of $172,900 for the same period in
fiscal 1998. For the six months ended April 24, 1999, the Company reported
net income of $470,100 as compared to net income of $118,600 for the six-
months ended April 25, 1998.
The Company is currently renegotiating its exclusive sales agreement with
its largest customer. The existing agreement will expire on June 30, 1999.
The Company cannot predict the results of these negotiations. The loss of
the revenues associated with this agreement would have a material effect on
the Company's operating results and financial condition if the Company were
unable to replace the business and or reduce operating expenses.
WESTERBEKE CORPORATION AND SUBSIDIARY
Liquidity and Capital Resources
- -------------------------------
During the first six months of fiscal 1999, net cash used in operations was
$291,500, compared to net cash used in operations of $979,300 for the first
six months in fiscal 1998. The increase in cash flow from operations is
primarily attributable to the increase in net income and a decrease in
accounts receivable, for the six-month period ended April 24, 1999, as
compared to the same period in fiscal 1998.
During the six months ended April 24, 1999, the Company purchased property,
plant and equipment of $150,600. The Company plans to spend approximately
$300,000 more on equipment and capital improvements during the remainder of
the year.
The Company has a $4,000,000 Credit Agreement with State Street Bank and
Trust Company, collateralized by inventory, accounts receivable and general
intangibles. At April 24, 1999, the Company had no outstanding borrowings
under the Credit Agreement and approximately $470,500 committed to cover the
Company's reimbursement obligations under certain letters of credit. The
Credit Agreement was renewed on March 31, 1999.
On January 23, 1996, the Company entered into a $500,000 revolving line of
credit agreement (the "Revolving Line of Credit") and term loan facility
with State Street Bank and Trust Company, collateralized by various items of
emission testing and product development equipment and subject to working
capital and equity covenants. On July 31, 1996, the Revolving Line of
Credit terminated and automatically converted into a five year term loan in
the principal amount of $491,600 bearing a fixed interest rate of 8.08%. At
April 24, 1999, the outstanding principal amount was $225,900.
On April 25, 1997, the Company entered into a $300,000 revolving line of
credit agreement (the "1997 Revolving Line of Credit") and term loan
facility with State Street Bank and Trust Company, collateralized by various
items of emission testing and product development equipment and subject to
working capital and equity covenants. On June 30, 1997, the 1997 Revolving
Line of Credit terminated and automatically converted into a five year term
loan bearing a fixed interest rate of 8.11%. At April 24, 1999, the
outstanding principal amount was $190,800.
Management believes cash flow from operations and borrowings available under
the Credit Agreement will provide for working capital needs, principal
payments on long-term debt, and capital and operating leases through fiscal
1999.
Domestic inflation is not expected to have a material impact on the
Company's operations.
The cost of engine blocks and other components is subject to foreign
currency fluctuations (primarily the Japanese yen). Exchange rate
fluctuations have had a minimal impact on the Company during the first two
fiscal quarters of 1999.
Year 2000 Compliance
- --------------------
The Company is aware of the potential for industry wide business
disruption which could occur due to problems related to the "Year 2000
Issue." It is the belief of the Company's management that it has a prudent
plan to address these issues within the Company and with its suppliers. The
components of the Company's plan include an assessment of internal systems
for modification and/or replacement, communication with vendors to determine
their state of readiness to maintain an uninterrupted supply of goods and
services to the Company; an evaluation of the Company's production equipment
as to its ability to function properly after the turn of the century; an
evaluation of facility related issues; and the development of a contingency
plan.
State of Readiness
The Company has developed a plan to reduce the probability of
operational difficulties due to Year 2000 related failures. While there is
still a certain amount of work to do, the Company believes that it is on
track towards a timely completion. Overall the Company estimates that it has
completed approximately 95% of the Year 2000 issue identification process
and approximately 75% of the process of remediating Year 2000 issues that
have been identified to date.
Internal Systems (Information Technology)
The Company is in the process of completing its assessment of all
information technology systems that could be significantly affected by the
Year 2000 issue. The assessment has indicated that certain systems are
already Year 2000 compliant while others are still in the process of being
remediated. The Company has received from its software vendor the updated
software necessary to make its operating system Year 2000 compliant, which
the Company has installed and is currently testing. Testing will be ongoing
throughout 1999.
Suppliers
The Company is in the process of communicating with its external
vendors to gain an understanding of their readiness to maintain an
uninterrupted supply of goods and services to the Company. The Company has
identified vendors it views as critical to its business. The Company
defined a critical vendor as one whose inability to continue to provide
goods and services would have a serious adverse impact on the Company's
ability to produce, deliver and collect payment. To date, the Company is
not aware of any supplier with a Year 2000 issue that would materially
impact the results of operations, liquidity or capital resources. However,
the Company has no means of ensuring that suppliers will be Year 2000 ready.
The inability of suppliers to complete their Year 2000 resolution process
in a timely fashion could materially impact the Company.
Production Equipment
The Company has completed an inventory of production equipment
currently used at the Company. The Company has determined the Year 2000
readiness of its equipment through communication with the equipment
manufacturers and testing where appropriate. The Company is not aware of
any production equipment that is affected by the Year 2000 issue.
Facility Related Issues
The Company has evaluated facilities related equipment with the
potential for Year 2000 related failures. The Company has determined the
Year 2000 readiness of its equipment through communication with the
equipment manufacturers and testing where appropriate. This assessment has
determined that to the Company's knowledge the Year 2000 issue will not
affect facilities related equipment. The Company believes that it has a
prudent approach towards evaluating facilities equipment, however, it may be
impracticable or impossible to test certain items of equipment for Year 2000
readiness. To the extent such untested equipment is not Year 2000 ready, it
may fail to operate on January 1, 2000, resulting in possible interruption
of security, heating, telephone and other services.
Costs
The Company is evaluating the total cost of Year 2000 compliance. At
this time, the Company estimates the total cost of Year 2000 related
activities to be approximately $75,000, of which approximately $18,000 has
been spent to date. This amount is not incremental spending and has been
budgeted within the normal magnitude of Information Technology spending.
This amount includes the replacement of hardware and applications that are
outdated and were due for replacement regardless of Year 2000 issues.
Contingency Plan
Although the Company believes that it is taking prudent action related
to the identification and resolution of issues related to the Year 2000, its
remediation is still in progress. The Company is currently not in a
position to determine what would be its most reasonably likely worst case
Year 2000 scenario or any plan for handling such scenario. To date, the
Company has not completed a formal contingency plan for non-compliance,
however to the extent that further evaluation of its products, information
technology systems, production equipment or information obtained from the
third parties with which it has a material relationship suggests that there
is a significant risk, contingency plans will be implemented. Such
contingency plans may include the development of alternative sources for the
product or service provided by any non-compliant vendor.
This Quarterly Report on Form 10-Q may contain forward-looking
information about the Company. The Company is hereby setting forth
statements identifying important factors that may cause the Company's actual
results to differ materially from those set forth in any forward-looking
statements made by the Company. Some of the most significant factors
include: an unanticipated down-turn in the recreational boating industry
resulting in lower demand for the Company's products; the inability of the
Company to renegotiate its exclusive sales agreement with its largest
customer and/or the unanticipated loss of, or decline in sales to, other
major customers; the unanticipated loss of a major supplier; the inability
of the Company to effect required modifications of its products to meet
governmental regulations with respect to emission standards; the
unanticipated inability of the Company to be Year 2000 Compliant; market
risks in the changes in value of short term investments and financial
instruments; and foreign currency fluctuations resulting in cost increases
to the Company for its foreign supplied components. Accordingly, there can
be no assurances that any anticipated future results will be achieved.
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk
Market risk represents the risk of changes in the value of short-term
investments and financial instruments caused by fluctuations in investment
prices and interest rates.
The Company addresses market risks in accordance with established policies.
The Company's risk-management activities involve risk and uncertainties and
accordingly, results could differ materially from those projected.
Interest Rate Risk
- ------------------
Due to the fact that the long-term debt will mature within three years,
management has determined that the fair value would not be materially
different from the carrying value at April 24, 1999.
Part II. Other Information
Item 1 Legal Proceedings
------ -----------------
The Company has initiated arbitration with the American
Arbitration Association in New York against Daihatsu Motor
Company, Ltd. ("Daihatsu") for breach of contract and other
claims. The Company is seeking damages based on Daihatsu's
breach of a Component Sales Agreement which also granted the
Company rights to certain engines including an engine Daihatsu
began marketing in 1993 through a joint venture with Briggs &
Stratton Corporation. In a separate but related case pending
in the Federal District Court for the District of
Massachusetts, the Company is seeking damages from Briggs &
Stratton Corporation for tortious interference with the
Company's Agreement with Daihatsu and other related claims.
Item 2 Changes in Securities
------ ---------------------
None to report
Item 3 Default Upon Senior Securities
------ ------------------------------
None to report
Item 4 Submissions of Matters to a Vote of Security Holders
------ ----------------------------------------------------
(a) The Annual Meeting of Stockholders (the "Meeting") of the
Company was held March 29, 1999.
(b) Not applicable because:
(I) proxies for the Meeting were solicited pursuant to
Regulation 14 under the Securities Exchange Act of 1934; (ii)
there was no solicitation in opposition to management's
nominees as listed in the Company's proxy statement dated
March 5, 1999; and (iii) all such nominees were elected.
(c) The matters voted upon at the Meeting were as follows:
(i) The election of two Class A directors of the
Company.
Gerald Bench
FOR 1,662,693
---------
WITHHOLD AUTHORITY 41,057
---------
Nicholas H. Safford
FOR 1,674,693
---------
WITHHOLD AUTHORITY 29,057
---------
(ii) A proposal to ratify the Board of Directors'
selection of KPMG Peat Marwick LLP to serve as the Company's
independent auditors for the Company's fiscal year ending
October 23, 1999.
FOR 1,700,350
---------
AGAINST 1,900
---------
ABSTENTIONS AND
BROKER NON-VOTES 1,500
---------
Item 5 Other Information
------ -----------------
None to report
Item 6 Exhibits and Reports on Form 8-K
------ --------------------------------
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during
the period covered by this report.
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.
WESTERBEKE CORPORATION
(Registrant)
Dated June 8, 1999 /s/ John H. Westerbeke, Jr.
-------------- ------------------------------
John H. Westerbeke, Jr.
Chairman of the Board,
President and Principal
Executive Officer
Dated June 8, 1999 /s/ Carleton F. Bryant III
-------------- ------------------------------
Carleton F. Bryant III
Executive Vice President,
Chief Operating Officer
and Principal Financial
and Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-23-1999
<PERIOD-END> APR-24-1999
<CASH> 843,500
<SECURITIES> 0
<RECEIVABLES> 2,792,500
<ALLOWANCES> 59,200
<INVENTORY> 5,510,200
<CURRENT-ASSETS> 10,074,300
<PP&E> 5,931,100
<DEPRECIATION> 3,839,900
<TOTAL-ASSETS> 14,484,300
<CURRENT-LIABILITIES> 2,598,400
<BONDS> 0
0
0
<COMMON> 21,900
<OTHER-SE> 11,043,700
<TOTAL-LIABILITY-AND-EQUITY> 14,484,300
<SALES> 13,048,500
<TOTAL-REVENUES> 13,048,500
<CGS> 10,196,000
<TOTAL-COSTS> 10,196,000
<OTHER-EXPENSES> 2,536,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (32,900)
<INCOME-PRETAX> 791,100
<INCOME-TAX> 321,000
<INCOME-CONTINUING> 470,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 470,100
<EPS-BASIC> .25
<EPS-DILUTED> .23
</TABLE>
