<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File Number 34-24802
September 25, 1996
EDELBROCK CORPORATION
===============================================================================
(Exact name of registrant as specified in its charter)
Delaware 33-0627520
- ----------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 California Street, Torrance, California 90503
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(310)781-2222
--------------------------------------------------
Registrant's telephone number, including area code
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 X No
-------------- --------------
As of November 7, 1996, the Company had 5,241,604 shares of Common Stock
outstanding.
<PAGE> 2
EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 25, 1996
INDEX
<TABLE>
<S> <C> <C>
Part I FINANCIAL STATEMENTS Page
-------------------- ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 25, 1996
and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income for the Three Months
Ended September 25, 1996 and 1995 . . . . . . . . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 25, 1996 and 1995 . . . . . . . . . . . . . . . . 5
Notes to Consolidated Interim Financial Statements . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 7-9
Part II OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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</TABLE>
2
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EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 25, June 30,
1996 1996
-------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents ....................... $8,366,000 $8,771,000
Accounts receivable, net ........................ 17,772,000 17,973,000
Inventories ..................................... 11,380,000 9,735,000
Prepaid expenses and other ...................... 445,000 436,000
------------ ------------
Total current assets ................................ 37,963,000 36,915,000
Property, plant and equipment, net .................. 28,133,000 27,382,000
Other ................................................ 2,273,000 2,133,000
------------ ------------
Total assets ......................................... $68,369,000 $66,430,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable ................................ $9,918,000 $9,454,000
Accrued expenses ................................ 2,711,000 2,537,000
Current portion of long-term debt ............... 971,000 971,000
------------ ------------
Total current liabilities ........................... 13,600,000 12,962,000
Long-term debt ...................................... 3,136,000 3,148,000
Deferred income taxes ............................... 1,921,000 1,900,000
Shareholders' equity ................................. 49,712,000 48,420,000
------------ ------------
Total liabilities and shareholders' equity .......... $68,369,000 $66,430,000
============ ============
</TABLE>
The accompanying notes are an integral part of these interim financial
statements.
3
<PAGE> 4
EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
September 25,
--------------------------------
1996 1995
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<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,950,000 $16,843,000
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,506,000 9,916,000
------------ ------------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . 7,444,000 6,927,000
------------ ------------
Operating expenses
Selling, general and administrative . . . . . . . . . . . . . 4,874,000 4,731,000
Research and development . . . . . . . . . . . . . . . . . . . 548,000 426,000
------------ ------------
Total operating expenses . . . . . . . . . . . . . . . . . . 5,422,000 5,157,000
------------ ------------
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . 2,022,000 1,770,000
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . 87,000 114,000
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . 116,000 157,000
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . - 192,000
------------ ------------
Income before taxes on income . . . . . . . . . . . . . . . . . . . 2,051,000 2,005,000
Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . 759,000 778,000
------------ ------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,292,000 $1,227,000
============ ============
Net income per share . . . . . . . . . . . . . . . . . . . . . . . $0.25 $0.23
============ ============
Weighted average number of shares outstanding . . . . . . . . . . . 5,242,000 5,240,000
============ ============
</TABLE>
The accompanying notes are an integral part of the interim financial
statements.
4
<PAGE> 5
EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
Increase (Decrease) in Cash September 25,
------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Operating activities
Net income ........................................... $1,292,000 $1,227,000
Depreciation and amortization ........................ 963,000 912,000
Gain on sale of equipment ............................ - (192,000)
Net change in operating assets and liabilities ........ (840,000) 326,000
------------ ------------
Net cash provided by operating activities ................ 1,415,000 2,273,000
------------ ------------
Investing activities
Capital expenditures ................................. (1,748,000) (1,473,000)
Other ............................................... (59,000) 100,000
------------ ------------
Net cash used in investing activities .................... (1,807,000) (1,373,000)
------------ ------------
Financing activities
Debt repayments ..................................... (13,000) (508,000)
------------ ------------
Net increase (decrease) in cash and cash equivalents....... (405,000) 392,000
Cash at beginning of period ............................. 8,771,000 10,298,000
------------ ------------
Cash at end of period ................................... $8,366,000 $10,690,000
============ ============
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest .............................................. $87,000 $114,000
============ ============
Income taxes .......................................... $130,000 $1,075,000
============ ============
</TABLE>
The accompanying notes are an integral part of the interim financial
statements.
5
<PAGE> 6
EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The interim financial statements of Edelbrock Corporation (the "Company") at
September 25, 1996 and for the three month period ended September 25, 1996, are
unaudited, but include all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for a fair presentation.
The June 30, 1996 balance sheet was derived from the balance sheet included in
the Company's audited consolidated financial statements as included in the
Company's Form 10-K for its fiscal year ended June 30, 1996 (File No. 0-24802).
Certain amounts have been reclassified to conform to the September 25, 1996
presentation.
These unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes, and
should be read in conjunction with the Company's audited consolidated financial
statements included in the Form 10-K indicated above. Operating results for
the three month period ended September 25, 1996 are not necessarily indicative
of the results that may be expected for the fiscal year ending June 30, 1997.
NOTE 2 - INVENTORIES
Inventories at September 25, 1996 and June 30, 1996 consisted of the following:
<TABLE>
<CAPTION>
September 25, June 30,
-------------- --------------
(Unaudited)
<S> <C> <C>
Raw materials ............................................ $6,804,000 $5,421,000
Work in process ......................................... 626,000 626,000
Finished goods ........................................... 3,950,000 3,688,000
-------------- --------------
$11,380,000 $9,735,000
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</TABLE>
6
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Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the quarter ended
September 25, 1996. The following should be read in conjunction with the
Consolidated Interim Financial Statements and related notes appearing elsewhere
herein.
Overview
The Company was founded in 1938, and is one of America's leading manufacturers
and marketers of specialty performance automotive and motorcycle aftermarket
parts. The Company designs, manufactures, packages and markets performance
automotive and motorcycle aftermarket parts, including intake manifolds,
carburetors, camshafts, cylinder heads, exhaust systems and other performance
components for most domestic V8 and selected V6 engines. The Company currently
offers over 1,600 performance automotive and motorcycle aftermarket parts for
street, off-road, recreational and competition vehicle use. In addition, the
Company offers performance aftermarket manifolds, camshafts, cylinder heads,
air cleaners, and carburetors for Harley-Davidson motorcycles.
Product Mix
The Company manufactures its own products and purchases other products designed
to the Company's specifications from third-party manufacturers for subsequent
packaging and distribution to the Company's customers. Generally, the Company
can achieve a higher margin on those products which it manufactures as compared
to those purchased from third-party manufacturers. Accordingly, the Company's
results of operations in any given period are affected by product mix. For
example, in recent years, the Company has experienced significant growth in the
sale of carburetors which it has purchased pursuant to a long-term contract
with a third-party manufacturer, which has negatively affected the Company's
gross margins.
Manufacturing Capacity
In fiscal year 1995, the Company expanded its manufacturing capacity by
constructing an additional 37,000 square-foot manufacturing facility in
Torrance, California to house its exhaust division, and a 15,000 square foot
expansion of its foundry operation on Company-owned property adjacent to its
current San Jacinto, California foundry site.
In May 1996, the Company began construction of a new 45,000 square-foot
facility on Company owned property contiguous to its current Exhaust facility
in Torrance, California. The Company currently anticipates that construction
will be completed in November 1996. This facility will be utilized for the
manufacture of performance aftermarket shock absorbers, expand exhaust system
manufacturing and house additional corporate expansion including warehouse
overflow.
Seasonality
The Company's sales are subject to seasonal variations. Customer orders and
sales are greatest in the third and fourth quarters of the Company's fiscal
year in anticipation of and during the spring and summer months. Accordingly,
revenues and operating income tend to be relatively higher in the third and
fourth fiscal quarters. This seasonality typically results in reduced earnings
for the Company's first and second fiscal quarters because a significant
portion of operating expenses are fixed throughout the fiscal year.
7
<PAGE> 8
THREE MONTHS ENDED SEPTEMBER 25, 1996, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 25, 1995:
Revenues
Revenues increased 12.5% to $19.0 million for the three months ended September
25, 1996 from $16.8 million for the same period of 1995. This increase was
primarily the result of an increase of approximately $1.7 million, or 27.4%, in
the sale of carburetors and an increase of approximately $220,000, or 21.7%, in
the sale of aluminum cylinder heads.
Cost of Sales
Cost of sales increased 16.0% to $11.5 million for the three months ended
September 25, 1996 from $9.9 million for the same period of 1995. As a percent
of revenues, cost of sales increased to 60.7% for the three months ended
September 25, 1996 from 58.9% for the same period of 1995. This increase in
cost of sales was primarily due to an increase in sales of third-party
manufactured products. See "Product Mix" on previous page.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 3.0% to $4.9 million for
the three months ended September 25, 1996 from $4.7 million for the same period
of 1995. This increase was primarily due to increased advertising expense and
sales commissions associated with increased sales. As a percent of sales,
selling, general and administrative expense decreased to 25.7% for the three
months ended September 25, 1996 from 28.1% for the same period of 1995.
Research and Development Expense
Research and development expense increased 28.6% to $548,000 for the three
months ended September 25, 1996 from $426,000 for the same period of 1995. The
increase was primarily the result of expenditures relating to the development
of the Company's new line of Performer IAS(TM) shock absorbers for the
automotive aftermarket.
Interest Expense
Interest expense decreased 23.7% to $87,000 for the three months ended
September 25, 1996 from $114,000 for the same period of 1995. The decrease was
primarily due to a decrease in the principal amount of average debt
outstanding.
Interest Income
Interest income decreased 26.1% to $116,000 for the three months ended
September 25, 1996 from $157,000 for the same period in 1995. The decrease was
primarily due to a decrease in the balance of invested funds from the Company's
initial public offering.
Other Income
During the quarter ended September 25, 1995, the Company sold equipment that
resulted in a $192,000 pre-tax gain.
8
<PAGE> 9
Taxes on Income
The provision for income taxes decreased to $759,000 for the three months ended
September 25, 1996 from $778,000 for the 1995 period. The effective tax rate
decreased to 37.0% for the 1996 period from 38.8% for the 1995 period,
primarily as a result of income tax credits relating to research and
development and manufacturing.
Net Income
The Company's net income for the three months ended September 25, 1996
increased 5.3% to $1.3 million from $1.2 million for the same period of 1995.
This increase was the result of the items mentioned above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise primarily from the funding of its
seasonal working capital needs and capital expenditures. Historically, the
Company has met these liquidity requirements through cash flow generated from
operating activities and with borrowed funds under the Company's $1.5 million
revolving credit facility ("Revolving Credit Facility"). Due to seasonal
demand for the Company's products, the Company builds inventory during the
first and second fiscal quarters in advance of the typically stronger selling
periods during the third and fourth fiscal quarters.
The Company believes that funds generated from operations and funds available
under the Revolving Credit Facility together with cash balances will be
adequate to meet its working capital, debt service and capital expenditure
requirements through the next twelve months. The Company anticipates making
capital expenditures of approximately $6.3 million in fiscal year 1997,
primarily to complete the construction of the 45,000 square-foot facility to
house the Company's shock absorber division, expand exhaust system
manufacturing and house additional Corporate expansion including warehouse
overflow; installation of a new computer mainframe system and related software;
machinery for the shock absorber facility; and additional capital equipment to
increase the Company's production capacity.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, statements of this report
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecast results. Those risks and uncertainties include, among
others, the financial strength and competitive pricing environment of the
automotive and motorcycle aftermarket industry, product demand,
market-acceptance, manufacturing efficiencies and new product development.
9
<PAGE> 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
There were no reports on Form 8-K filed during the three months ended
September 25, 1996.
10
<PAGE> 11
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.
EDELBROCK CORPORATION
-----------------------------------
Registrant
Date: November 7, 1996 JEFFREY L. THOMPSON
-----------------------------------
Jeffrey L. Thompson
Executive Vice President,
Chief Operating Officer and Director
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-25-1996
<CASH> 8,366,000
<SECURITIES> 0
<RECEIVABLES> 17,917,000
<ALLOWANCES> 145,000
<INVENTORY> 11,380,000
<CURRENT-ASSETS> 37,963,000
<PP&E> 44,989,000
<DEPRECIATION> 16,856,000
<TOTAL-ASSETS> 68,369,000
<CURRENT-LIABILITIES> 13,600,000
<BONDS> 3,136,000
0
0
<COMMON> 52,400
<OTHER-SE> 49,659,000
<TOTAL-LIABILITY-AND-EQUITY> 68,369,000
<SALES> 18,950,000
<TOTAL-REVENUES> 18,950,000
<CGS> 11,506,000
<TOTAL-COSTS> 11,506,000
<OTHER-EXPENSES> 5,422,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 87,000
<INCOME-PRETAX> 2,051,000
<INCOME-TAX> 759,000
<INCOME-CONTINUING> 1,292,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,292,000
<EPS-PRIMARY> $0.25
<EPS-DILUTED> 0
</TABLE>
